Common use of Deliveries by the Purchaser Clause in Contracts

Deliveries by the Purchaser. At the Closing the Purchaser or AFCNA, as applicable, shall deliver to the Seller the following: (a) the Assignment and Assumption Agreement, duly executed by the Purchaser; (b) the Xxxx of Sale, duly executed by the Purchaser and AFCNA; (c) subject to Section 6.16, the Supply Agreements, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Supply Agreements, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's obligations thereunder); (d) the Transition Services Agreement, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Transitions Services Agreement, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's obligations thereunder); (e) the Cross License Agreement, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Cross License Agreement, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's obligations thereunder); (f) the Sublicenses, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Sublicenses, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's obligations thereunder); (g) the Purchase Price in accordance with Sections 3.1 and 13.4; and (h) tax resale certificates with respect to the Inventory duly executed by the Purchaser or AFCNA, as applicable.

Deliveries by the Purchaser. At the Closing Closing, the Purchaser or AFCNA, as applicable, shall deliver to the Seller Parent the followingfollowing items: (a) the Assignment and Assumption Initial Purchase Price payable as set forth in SECTION 4.1; (b) a copy of the Noncompetition Agreement, duly executed by the Purchaser; (bc) a copy of the Xxxx of SaleLiabilities Undertaking, duly executed by the Purchaser and AFCNA; (c) subject to Section 6.16, the Supply Agreements, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Supply Agreements, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's obligations thereunder); (d) a copy of the Transition Services Brands Trademark Assignment Agreement, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Transitions Services Agreement, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's obligations thereunder); (e) a copy of the Cross License Seller Trademark Assignment Agreement, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Cross License Agreement, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's obligations thereunder); (f) a copy of the SublicensesFoil Sublease, duly executed by Purchaser; provided, however, that Purchaser shall not be required to sign or deliver the Foil Sublease if it should determine that there exist unacceptable environmental problems with respect to the Foil facilities and in such event delivery of same shall not constitute a condition precedent to Purchaser's obligation to close. (g) a certificate of a duly authorized officer of the Purchaser orcertifying to the conditions set forth in SECTION 10.2(A); (h) certificate of incumbency of the officer of the Purchaser who is executing this Agreement and the Ancillary Agreements; (i) a copy of resolutions of the board of directors of the Purchaser approving the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, at the option certified by an officer of the Purchaser, an Affiliate ; and (j) a copy of the Purchaser Suwanee Lease Agreement, duly executed by Purchaser; (it being understood that if an Affiliate k) a copy of the Purchaser is Co-Packing/Supply Agreement (Crossville Flip-It Cake and London Pie), duly executed by Purchaser; (l) a copy of the primary party to the SublicensesCo-Packing/Supply Agreement (Spartanburg Doughnut), the Purchaser nonetheless shall remain responsible for duly executed by Purchaser; and (m) other evidence of the performance of all the covenants and satisfaction of such Affiliate's obligations thereunder)all of the conditions required of Purchaser by this Agreement at or before the Closing as the Parent or its counsel may reasonably require; (g) the Purchase Price in accordance with Sections 3.1 and 13.4; and (h) tax resale certificates with respect to the Inventory duly executed by the Purchaser or AFCNA, as applicable.

Deliveries by the Purchaser. At the Closing the Purchaser or AFCNA, as applicable, shall deliver to the Seller the following: (a) the Assignment and Assumption Agreement, duly executed by the Purchaser; (b) the Xxxx of Sale, duly executed by the Purchaser and AFCNA;; Table of Contents (c) subject to Section 6.16, the Supply Agreements, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Supply Agreements, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's ’s obligations thereunder); (d) the Transition Services Agreement, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Transitions Services Agreement, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's ’s obligations thereunder); (e) the Cross License Agreement, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Cross License Agreement, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's ’s obligations thereunder); (f) the Sublicenses, duly executed by the Purchaser or, at the option of the Purchaser, an Affiliate of the Purchaser (it being understood that if an Affiliate of the Purchaser is the primary party to the Sublicenses, the Purchaser nonetheless shall remain responsible for the performance of all of such Affiliate's ’s obligations thereunder); (g) the Purchase Price in accordance with Sections 3.1 and 13.4; and (h) tax resale certificates with respect to the Inventory duly executed by the Purchaser or AFCNA, as applicable.