Common use of Deliveries by the Purchaser Clause in Contracts

Deliveries by the Purchaser. (a) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to each of the Seller, EnStructure and the Parent: (i) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the other documents contemplated hereby to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby; (ii) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the other documents contemplated hereby to which the Purchaser is a party to be delivered hereunder; (iii) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Sections 9.3(a) and (b); and (iv) any additional documents or instruments as the Seller, EnStructure or the Parent may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to the Purchaser and to put the Purchaser in actual possession or control of the Purchased Assets. (b) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Seller: (i) the Purchase Price by wire transfer of immediately available funds to a bank account designated by the Seller, such designation to be made not less than two (2) days prior to the Closing Date; (ii) executed counterparts of the Assignment and Assumption Agreement; and (iii) executed counterparts of the Lease Assignments. (c) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Parent executed counterparts of: (i) the Exclusivity Agreement; (ii) the Services Agreement; (iii) the Transition Agreement; and (iv) the Lease Assignments.

Deliveries by the Purchaser. (a) At the Closing, the Purchaser shall execute deliver to the Sellers the following: (a) the Accounts Payable Note, duly issued by the Purchaser; (b) the Assignment and deliver or cause Assumption Agreement duly executed by the Purchaser; (c) the Xxxx of Sale duly executed by the Purchaser; (d) if determined by the Sellers and the Purchaser to be deliverednecessary, as applicablethe Foreign Implementation Agreements, to each of duly executed by the Seller, EnStructure and Purchaser (or its designated Affiliate(s)); (e) the Parent:Ground Lease duly executed by the Purchaser; (f) the License Agreements duly executed by the Purchaser; (g) the Supply Agreements duly executed by the Purchaser; (h) the Transition Services Agreement duly executed by the Purchaser; (i) a true and complete copythe Closing Proration Amount, certified if payable by the Secretary Purchaser pursuant to Section 2.7; (j) the certificate described in Section 8.3; (k) a certificate of the secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors assistant secretary of the Purchaser evidencing its authorization certifying resolutions of the execution board of directors of the Purchaser approving and authorizing the execution, delivery and performance by the Purchaser of this Agreement and the other documents contemplated hereby to which the Purchaser is a party its Related Agreements and the consummation by the Purchaser of the transactions contemplated hereby and thereby; thereby (iitogether with an incumbency and signature certificate regarding the officer(s) a certificate signing on behalf of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the other documents contemplated hereby to which the Purchaser is a party to be delivered hereunder; (iii) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Sections 9.3(a) and (bPurchaser); and (ivl) any additional documents or instruments as the SellerInitial Purchase Price in accordance with Sections 3.1, EnStructure or the Parent may reasonably request or as may be necessary to evidence and effect the sale3.2(a), assignment, transfer, conveyance and delivery of the Purchased Assets to the Purchaser and to put the Purchaser in actual possession or control of the Purchased Assets. (b) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as (c)(i) (if applicable, to the Seller: (i) the Purchase Price by wire transfer of immediately available funds to a bank account designated by the Seller, such designation to be made not less than two (2) days prior to the Closing Date; (ii) executed counterparts of the Assignment and Assumption Agreement; and (iii) executed counterparts of the Lease Assignments13.4. (c) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Parent executed counterparts of: (i) the Exclusivity Agreement; (ii) the Services Agreement; (iii) the Transition Agreement; and (iv) the Lease Assignments.

Deliveries by the Purchaser. (a) At On or prior to the ClosingClosing Date, the Purchaser shall execute and deliver have delivered or cause caused to be delivered, as applicable, delivered to each of the Seller, EnStructure and the ParentSellers: (i) a true and complete copythe Purchase Price, certified by in the Secretary or an Assistant Secretary manner set forth in Section 2.05(a)(i) of the PurchaserDisclosure Schedule, of by wire transfer in immediately available funds to the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the other documents contemplated hereby to which the Purchaser is a party and the consummation of the transactions contemplated hereby and therebyPurchase Price Bank Accounts; (ii) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents contemplated hereby to be delivered hereunder and thereunder; (iii) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the board of managers of the Purchaser, evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which the Purchaser is a party to be delivered hereunder; (iii) a certificate of a duly authorized officer and the consummation of the Purchaser certifying as transactions contemplated hereby and thereby subject only to the matters conditions set forth in Sections 9.3(a) and (b); andherein; (iv) any additional such other certificates and documents or instruments that the Sellers are entitled to receive from the Purchaser pursuant to Section 7.01 as the Seller, EnStructure or the Parent may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery a condition of the Purchased Assets Sellers’ obligations to consummate the Purchaser and to put the Purchaser in actual possession or control of the Purchased AssetsAcquisition. (b) At On the Closingdate hereof (and pursuant to the BIT Agreement), the Purchaser shall execute and deliver or cause to be delivered, as applicable, delivered to the Seller: (i) Escrow Agent, in accordance with the Purchase Price Escrow Agreement, the Escrow Amount by wire transfer of in immediately available funds to a bank account designated by the Seller, such designation to be made not less than two (2) days prior to the Closing Date; (ii) executed counterparts of the Assignment and Assumption Agreement; and (iii) executed counterparts of the Lease AssignmentsEscrow Account. (c) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Parent executed counterparts of: (i) the Exclusivity Agreement; (ii) the Services Agreement; (iii) the Transition Agreement; and (iv) the Lease Assignments.

Deliveries by the Purchaser. (a) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to each of the Seller, EnStructure and the Parent: (i) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the other documents contemplated hereby to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby; (ii) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the other documents contemplated hereby to which the Purchaser is a party to be delivered hereunder; (iii) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Sections 9.3(a) and (b); and (iv) any additional documents or instruments as the Seller, EnStructure or the Parent may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to the Purchaser and to put the Purchaser in actual possession or control of the Purchased Assets. (b) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Seller: (i) the Purchase Price by wire transfer of immediately available funds to a bank account designated by the Seller, such designation to be made not less than two (2) days prior to the Closing Date; (ii) executed counterparts of the Assignment and Assumption Agreement; and; (iii) executed counterparts of the Service Xxxx Assignment; (iv) executed counterparts of the Lease Assignments; and (v) executed counterparts of the Subleases. (c) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Parent executed counterparts of: (i) the Exclusivity Agreement; (ii) the Services Agreement; (iii) the Transition Agreement; and; (iv) the Lease Assignments; and (v) the Subleases.

Deliveries by the Purchaser. (a) At the On or prior to each Non-Issuer Transfer Closing, the Purchaser shall execute and deliver (or cause to be delivered) to the Seller (or its designee) originals, as applicableor copies if specified, to each of the Sellerfollowing agreements, EnStructure documents and other items (collectively, the Parent:“Non-Issuer Transfer Closing Purchaser Deliverables”): (i) a true and complete copyCounterparts to this Agreement, certified duly executed by the Secretary or an Assistant Secretary Purchaser. (ii) Counterparts to a Xxxx of Sale and Assignment Agreement in respect of the related Non-Issuer Transfer Assets, duly executed by the Purchaser (iii) Counterparts to the Assignment and Assumption Agreement respect to such Non-Issuer Transfer Asset Group, duly executed by the Purchaser. (iv) Counterparts to the Transition Subservicing Agreement, duly executed by the Purchaser. (v) The related Purchase Price, payable in accordance with Section 2.01 and Section 2.04, subject to Section 2.11 below. (vi) An opinion of counsel relating to corporate matters of the Purchaser, in a form reasonably acceptable to Seller. (vii) A Secretary’s Certificate of the resolutions Purchaser, in a form reasonably acceptable to Seller. (viii) Counterparts to the Escrow Agreement, duly and validly adopted executed by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the other documents contemplated hereby to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby; (ii) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the other documents contemplated hereby to which the Purchaser is a party to be delivered hereunder; (iii) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Sections 9.3(a) and (b); and (iv) any additional documents or instruments as the Seller, EnStructure or the Parent may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to the Purchaser and to put the Purchaser in actual possession or control of the Purchased AssetsPurchaser. (b) At the On or prior to an Issuer Transfer Closing, the Purchaser shall execute and deliver (or cause to be delivered, as applicable, ) to the Seller:Seller (or its designee) originals, or copies if specified, of the following agreements, documents and other items (collectively, the “Issuer Transfer Closing Purchaser Deliverables” and together with the Non-Issuer Transfer Closing Purchaser Deliverables, the “Purchaser Deliverables”): (i) the Purchase Price by wire transfer The items described in clauses (i), (iv), (v), (vi), (vii) and (viii) of immediately available funds to a bank account designated by the SellerSection 2.07(a), such designation to be made not less than two (2) days prior to the extent not delivered on a prior Closing Date; (ii) Counterparts to a Xxxx of Sale and Assignment Agreement with respect to such Issuer Transfer Asset Group, duly executed counterparts of by the Purchaser. (iii) Counterparts to the Assignment and Assumption Agreement; and (iii) Agreement with respect to such Issuer Transfer Asset Group duly executed counterparts of by the Lease AssignmentsPurchaser. (c) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Parent executed counterparts of: (i) the Exclusivity Agreement; (ii) the Services Agreement; (iii) the Transition Agreement; and (iv) Counterparts to the Lease AssignmentsXxxxxx Xxx Issuer Transfer Documents with respect to such Asset Group duly executed by the Purchaser. (v) The Issuer Transfer Purchase Price and the Participations Purchase Price with respect to such Issuer Transfer Asset Group, payable in accordance with Section 2.01 and Section 2.04, subject to Section 2.11 below. (vi) Counterparts to the Acknowledgment Agreement, duly executed by the Purchaser. (vii) Counterparts to the Pledge Agreement, duly executed by the Purchaser.

Deliveries by the Purchaser. (a) At On the date of Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, delivered to each of the Seller, EnStructure and the ParentCompany: (ia) a true and complete copy, certified by the Secretary or an Assistant Secretary A certificate of the Purchaser, dated the day of Closing, and duly executed by Xxxxxxxxx, certifying as to a copy of the authoring resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of authorizing the execution execution, delivery and delivery performance of this Agreement and the other documents contemplated hereby to which by the Purchaser is a party and the consummation of the transactions contemplated hereby Transactions, and thereby; (ii) a copy of a certificate of good standing for the Purchaser issued by the Secretary or an Assistant Secretary of State of the Purchaser certifying the names and signatures Purchaser’s jurisdiction of formation dated within ten (10) days of the officers date of the Purchaser authorized to sign this Agreement and the other documents contemplated hereby to which the Purchaser is a party to be delivered hereunderClosing; (iii) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Sections 9.3(a) and (b); and (iv) any additional documents or instruments as the Seller, EnStructure or the Parent may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to the Purchaser and to put the Purchaser in actual possession or control of the Purchased Assets. (b) At Such other documents, dated the day of Closing, required to be entered into by the Purchaser shall execute and deliver pursuant to this Agreement or cause reasonably requested by the Representative to be delivered, as applicable, to otherwise consummate the Seller:Transaction; (ic) The Closing Payment, which amount shall be payable on the Purchase Price day of Closing by wire transfer of immediately available funds to a bank account an account, which shall be designated by the Seller, such designation to be made not less Representative no later than two (2) days Business Days prior to the Closing DateClosing; (iid) The Closing Statement executed counterparts by the Purchaser; (e) A certificate, dated the day of Closing, duly executed by the Purchaser, certifying that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (f) The Assignment and Assumption Agreement, duly executed by the Purchaser; (g) The Lease Assignments, duly executed by the Purchaser; (h) The Escrow Agreement, duly executed by the Purchaser; (i) The Voluntary Termination, duly executed by First Watch Franchise Development, Co.; and (iiij) The Management Agreement, duly executed counterparts of by the Lease AssignmentsPurchaser. (c) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Parent executed counterparts of: (i) the Exclusivity Agreement; (ii) the Services Agreement; (iii) the Transition Agreement; and (iv) the Lease Assignments.

Deliveries by the Purchaser. (a) At the Closing, the Purchaser shall execute deliver to the Sellers the following: (a) the Assignment and deliver or cause Assumption Agreement duly executed by the Purchaser; (b) the Xxxx of Sale duly executed by the Purchaser; (c) the Chemtura Master Supply Agreement duly executed by the Purchaser; (d) if determined by the parties to be deliverednecessary, as applicablethe Foreign Implementation Agreements, to each of duly executed by the Seller, EnStructure and Purchaser (or its designated Affiliate(s)); (e) the Parent:Ground Lease duly executed by the Purchaser; (f) the License Agreements duly executed by the Purchaser; (g) the Purchaser Master Supply Agreement duly executed by the Purchaser; (h) the Transition Services Agreement duly executed by the Purchaser; (i) a true and complete copythe Closing Proration Amount, certified if payable by the Secretary Purchaser pursuant to Section 2.7; (j) the Accounts Payable Note, duly issued by the Purchaser; (k) the certificate described in Section 8.3; (l) a certificate of the secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors assistant secretary of the Purchaser evidencing its authorization certifying resolutions of the execution board of directors of the Purchaser approving and authorizing the execution, delivery and performance by the Purchaser of this Agreement and the other documents contemplated hereby to which the Purchaser is a party its Related Agreements and the consummation by the Purchaser of the transactions contemplated hereby and thereby; thereby (iitogether with an incumbency and signature certificate regarding the officer(s) a certificate signing on behalf of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the other documents contemplated hereby to which the Purchaser is a party to be delivered hereunder; (iii) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Sections 9.3(a) and (bPurchaser); and (ivm) any additional documents or instruments as the SellerInitial Purchase Price in accordance with Sections 3.1, EnStructure or the Parent may reasonably request or as may be necessary to evidence and effect the sale3.2(a), assignment, transfer, conveyance and delivery of the Purchased Assets to the Purchaser and to put the Purchaser in actual possession or control of the Purchased Assets. (b) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as (c)(i) (if applicable, to the Seller: (i) the Purchase Price by wire transfer of immediately available funds to a bank account designated by the Seller, such designation to be made not less than two (2) days prior to the Closing Date; (ii) executed counterparts of the Assignment and Assumption Agreement; and (iii) executed counterparts of the Lease Assignments13.4. (c) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Parent executed counterparts of: (i) the Exclusivity Agreement; (ii) the Services Agreement; (iii) the Transition Agreement; and (iv) the Lease Assignments.

Deliveries by the Purchaser. (a) At or before the Closing, the Purchaser shall execute execute, if applicable, and deliver deliver, or cause to be delivered, as applicable, to the Seller the following items: (a) the Closing Payment by wire transfer to Seller’s counsel prior to Closing for disbursement by such counsel at Closing; (b) instructions to Escrow Agent to deliver the Deposit to Seller; (c) an Assignment and Assumption Agreement of each of the Seller, EnStructure and Real Property Lease in the Parent: (i) a true and complete copy, certified by the Secretary or an Assistant Secretary form of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the other documents contemplated hereby to which the Purchaser is a party and the consummation of the transactions contemplated hereby and therebyExhibit 2.2(b); (iid) an Assignment and Assumption of Contracts in the form of Exhibit 2.2(c); (e) a Sponsorship Agreement in the form of Exhibit 2.2(d), duly executed by the Purchaser dated and effective as of the Closing Date; (f) an Assumption Agreement in the form of Exhibit 2.3(f) assuming the Assumed Liabilities, duly executed by the Purchaser dated and effective as of the Closing Date; (g) a certificate of the Secretary or an Assistant Secretary of the Purchaser dated as of the Closing Date and attaching copies of the Certificate of Incorporation and Bylaws of the Purchaser, evidence of good standing of Purchaser in the State of Delaware and authorizing resolutions of the Purchaser and certifying as to the names and signatures incumbency of the officers of the Purchaser authorized to sign executing the documents delivered in connection with the transactions contemplated by this Agreement and the other documents contemplated hereby to which the Purchaser is a party to be delivered hereunder; (iii) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Sections 9.3(a) and (b); and (iv) any additional documents or instruments as the Seller, EnStructure or the Parent may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to the Purchaser and to put the Purchaser in actual possession or control of the Purchased Assets. (b) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Seller: (i) the Purchase Price by wire transfer of immediately available funds to a bank account designated by the Seller, such designation to be made not less than two (2) days prior to the Closing Date; (ii) executed counterparts of the Assignment and Assumption Agreement; and (iiih) executed counterparts a certificate signed by the executive officers of the Lease Assignments. (c) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, in their capacity as applicable, such to the Parent executed counterparts of: (i) effect that the Exclusivity Agreement; (ii) the Services Agreement; (iii) the Transition Agreement; and (iv) the Lease Assignmentsconditions precedent set forth in Article VII have been satisfied.

Deliveries by the Purchaser. (ab) At On or prior to the Closingdate hereof, the Purchaser shall execute and deliver have delivered or cause caused to be delivered, as applicable, delivered to each of the Seller, EnStructure and the ParentSellers: (i) the Purchase Price, less the Escrow Amount, in the manner set forth in Section 2.04(a)(i) of the Disclosure Schedule, by wire transfer in immediately available funds to the Purchase Price Bank Accounts; (ii) a counterpart of the Lease, duly executed by the Purchaser; (iii) counterparts of the Escrow Agreement, duly executed by the Purchaser and the Escrow Agent; (iv) a true and complete copy, certified by the Secretary or an Assistant Secretary copy of the Purchaser, written consent of the resolutions duly and validly adopted by the Board board of Directors directors of the Purchaser evidencing its authorization of the execution and delivery by the Purchaser of this Agreement and the other documents contemplated hereby Ancillary Agreements to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby; (iiv) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents contemplated hereby to which the Purchaser is a party to be delivered hereunder; (iii) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Sections 9.3(a) hereunder and (b)thereunder; and (ivvi) any additional documents or instruments as the Seller, EnStructure or Transfer of Establishment – Form III executed by the Parent may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to the Purchaser and to put the Purchaser in actual possession or control of the Purchased AssetsPurchaser. (b) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, delivered to the Seller: (i) Escrow Agent, in accordance with the Purchase Price Escrow Agreement, the Escrow Amount by wire transfer of in immediately available funds to a bank account designated by the Seller, such designation to be made not less than two (2) days prior to the Closing Date; (ii) executed counterparts of the Assignment and Assumption Agreement; and (iii) executed counterparts of the Lease AssignmentsEscrow Account. (c) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Parent executed counterparts of: (i) the Exclusivity Agreement; (ii) the Services Agreement; (iii) the Transition Agreement; and (iv) the Lease Assignments.

Deliveries by the Purchaser. (a) At the Closing, the Purchaser shall execute and deliver deliver, or shall cause to be delivered, as applicable, delivered to the Sellers each of the Seller, EnStructure and the Parent: following: (i) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the other documents contemplated hereby to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby; (ii) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the other documents contemplated hereby to which the Purchaser is a party to be delivered hereunder; (iii) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in Sections 9.3(a) and (b); and (iv) any additional documents or instruments as the Seller, EnStructure or the Parent may reasonably request or as may be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to the Purchaser and to put the Purchaser in actual possession or control of the Purchased Assets. (b) At the Closing, the Purchaser shall execute and deliver or cause to be delivered, as applicable, to the Seller: (ia) the Purchase Price Closing Cash, by wire transfer of immediately available funds to a bank account designated by such accounts as the Seller, such designation Sellers shall have specified to be made not less than two (2) days the Purchaser at least 24 hours prior to the Closing; (b) the Bill of Sale and Assignment and Assumption Agreement duly executed by the Purchaser; (c) the St. Xxxxxxxxxxx Sublease Agreement, duly executed by the Purchaser; (d) Intentionally Omitted (e) the Forms Rental Agreement, duly executed by the Purchaser; (f) a certificate of the Purchaser certifying that the conditions set forth in Sections 9.1, 9.2 and 9.6 have been satisfied, dated the Closing Date and signed on behalf of the Purchaser by a duly authorized officer of the Purchaser; (g) a certificate of the Secretary or other duly authorized officer of the Purchaser, dated the Closing Date; , (i) setting forth a copy of the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance by the Purchaser of this Agreement and each of the Transaction Agreements, (ii) executed counterparts certifying that such resolutions were duly adopted and have not been amended or rescinded as of the Assignment Closing Date and Assumption Agreement; and (iii) executed counterparts certifying that the authorized representatives of the Lease Assignments. (c) At the ClosingPurchaser executing this Agreement, the Purchaser shall execute Transaction Agreements and deliver or cause the other documents, agreements and instruments to be delivered, as applicable, executed and delivered by the Purchaser pursuant to this Agreement are duly authorized to execute the Parent executed counterparts of: (i) the Exclusivity Agreement; (ii) the Services Agreement; (iii) the Transition Agreementsame; and (iv) the Lease Assignments.