Common use of Deliveries by the Purchaser Clause in Contracts

Deliveries by the Purchaser. At the Closing, the Purchaser is delivering to the Selling Stockholder: (a) the consideration contemplated by Section 1.1(a) hereof by delivery of stock certificates representing the Consideration Shares registered in the name of the Selling Stockholder and the duly executed Registration Rights Agreement in the form of Exhibit "B" hereto (the "Registration Rights Agreement"); (b) the consideration contemplated by Section 1.1(b) hereof by delivery of the Consideration Warrant; (c) the consideration contemplated by Section 1.1(c) hereof by wire transfer in immediately available funds to the account or accounts specified by the Selling Stockholder in Exhibit C; (d) the consideration contemplated by Section 1.1(d) hereof by delivery of the TRG Note accompanied by duly executed instruments of transfer in substantially the form attached hereto as Exhibit D; (e) the consideration contemplated by Section 1.1(e) hereof by delivery of that certain Assignment of Loan Agreement of even date herewith in substantially the form attached hereto as Exhibit E; (f) the consideration contemplated by Section 1.1(f) hereof by delivery of that certain Assignment of Escrow Agreement of even date herewith in substantially the form attached hereto as Exhibit F; (g) the consideration contemplated by Section 1.1(g) hereof by delivery of copies of an effective surrender and termination by Centerpoint of its rights under the Pledge Agreement in the form of Exhibit G; and (h) an officer's or director's certificate of the Purchaser certifying as to (i) resolutions of the Board of Directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the transaction contemplated hereby (ii) a certificate of recent date as to the good standing of the Purchaser in the jurisdiction of its incorporation (iii) the Certificate of Incorporation and by-laws of the Purchaser as in effect on the date of such certificate.

Deliveries by the Purchaser. (a) At the Closing, the Purchaser is delivering shall execute and deliver or cause to be delivered, as applicable, to each of the Selling StockholderSeller, EnStructure and the Parent: (ai) a true and complete copy, certified by the consideration contemplated by Section 1.1(a) hereof by delivery of stock certificates representing the Consideration Shares registered in the name Secretary or an Assistant Secretary of the Selling Stockholder and the duly executed Registration Rights Agreement in the form of Exhibit "B" hereto (the "Registration Rights Agreement"); (b) the consideration contemplated by Section 1.1(b) hereof by delivery Purchaser, of the Consideration Warrant; (c) the consideration contemplated resolutions duly and validly adopted by Section 1.1(c) hereof by wire transfer in immediately available funds to the account or accounts specified by the Selling Stockholder in Exhibit C; (d) the consideration contemplated by Section 1.1(d) hereof by delivery of the TRG Note accompanied by duly executed instruments of transfer in substantially the form attached hereto as Exhibit D; (e) the consideration contemplated by Section 1.1(e) hereof by delivery of that certain Assignment of Loan Agreement of even date herewith in substantially the form attached hereto as Exhibit E; (f) the consideration contemplated by Section 1.1(f) hereof by delivery of that certain Assignment of Escrow Agreement of even date herewith in substantially the form attached hereto as Exhibit F; (g) the consideration contemplated by Section 1.1(g) hereof by delivery of copies of an effective surrender and termination by Centerpoint of its rights under the Pledge Agreement in the form of Exhibit G; and (h) an officer's or director's certificate of the Purchaser certifying as to (i) resolutions of the Board of Directors of the Purchaser authorizing evidencing its authorization of the execution, execution and delivery and performance of this Agreement and the transaction 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 recent date 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 good standing 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 jurisdiction 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 its incorporation 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; (iii) executed counterparts of the Service Xxxx Assignment; (iv) executed counterparts of the Lease Assignments; (v) executed counterparts of the Subleases; and (vi) executed counterparts of the Policy 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 Certificate of Incorporation and by-laws Transition Agreement; (iv) the Lease Assignments; (v) the Subleases; and (vi) executed counterparts of the Purchaser as in effect on the date of such certificatePolicy Assignments.

Deliveries by the Purchaser. At the Closing, the Purchaser is delivering shall execute and/or deliver to the Selling Stockholder:Seller and Xxxxxx the following (each dated the Closing Date, except as otherwise indicated): (a) the consideration contemplated by Section 1.1(a) hereof by delivery of stock certificates representing the Consideration Shares registered The Purchase Price to Seller and Xxxxxx in the name proportion to their ownership of the Selling Stockholder and the duly executed Registration Rights Agreement in the form of Exhibit "B" hereto (the "Registration Rights Agreement")Common Units; (b) the consideration contemplated A copy of resolutions duly adopted by Section 1.1(b) hereof by delivery of the Consideration Warrant; (c) the consideration contemplated by Section 1.1(c) hereof by wire transfer in immediately available funds to the account or accounts specified by the Selling Stockholder in Exhibit C; (d) the consideration contemplated by Section 1.1(d) hereof by delivery of the TRG Note accompanied by duly executed instruments of transfer in substantially the form attached hereto as Exhibit D; (e) the consideration contemplated by Section 1.1(e) hereof by delivery of that certain Assignment of Loan Agreement of even date herewith in substantially the form attached hereto as Exhibit E; (f) the consideration contemplated by Section 1.1(f) hereof by delivery of that certain Assignment of Escrow Agreement of even date herewith in substantially the form attached hereto as Exhibit F; (g) the consideration contemplated by Section 1.1(g) hereof by delivery of copies of an effective surrender and termination by Centerpoint of its rights under the Pledge Agreement in the form of Exhibit G; and (h) an officer's or director's certificate of the Purchaser certifying as to (i) resolutions of the Board of Directors of the Purchaser Purchaser, authorizing the execution, delivery and performance of this Agreement and all related agreements, documents and certificates, duly certified by the transaction contemplated hereby Secretary or an Assistant Secretary of the Purchaser; (iic) A legal opinion of Xxxxxx Xxxxxx & Xxxxx, as counsel to the Purchaser, in substantially the form attached hereto as Exhibit A; (d) A Certificate of Good Standing of the Purchaser, certified as of a date not more than seven (7) days prior to the Closing Date, from the Secretary of State of Delaware; (e) A certificate of recent date the Secretary or an Assistant Secretary of the Purchaser, certifying as to the good standing incumbency and signatures of the Purchaser's officers; (f) A certificate of an authorized officer of the Purchaser certifying that, to the best of his knowledge and belief, the conditions specified in Section 4.2 hereof have been fully satisfied; (g) A guaranty of the Company's obligations under the Leases, substantially in the jurisdiction form of its incorporation Exhibit B attached hereto (iiithe "Lease Guaranty"), executed by the Purchaser; (h) A members agreement, substantially in the Certificate form of Incorporation and by-laws Exhibit C attached hereto (the "Members Agreement"), executed by the Purchaser; (i) Noncompetition agreement with the Seller, substantially in the form of Exhibit D-1, attached hereto (the "Seller Noncompetition Agreement"), executed by the Company; (j) A transition services agreement in favor of the Seller, substantially in the form of Exhibit G attached hereto (the "Transition Agreement"), executed by the Company; (k) The letter(s) of credit described in Section 6.9 hereof; and (l) Such other documents and certificates, consistent with the terms of this Agreement, as the Seller shall reasonably request to be executed or delivered by the Purchaser as in effect on at the date of such certificateClosing.