Common use of Deliveries by the Sellers Clause in Contracts

Deliveries by the Sellers. At the Closing, the Sellers or Sellers’ Representative, as applicable, will deliver or cause to be delivered to Buyer: (i) one or more instruments transferring the Purchased Interests, in substantially the forms attached hereto as Exhibit A; (ii) written resignations from each of the officers, directors and managers of each Acquired Company; (iii) the Escrow Agreement duly executed by Sellers’ Representative; (iv) a duly completed and executed certificate of the Blocker dated as of the Closing Date to the effect that an interest in the Blocker is not and has not been a “United States real property interest” during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and proof reasonably satisfactory to Buyer that the Blocker has provided notice of such certification to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h); (v) a duly completed and executed certificate of the Company dated as of the Closing Date pursuant to Treasury Regulations Section 1.1445-11T(d)(2) to the effect that (i) fifty percent (50%) or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(c) of the Code, or (ii) ninety percent or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(c) of the Code plus cash or cash equivalents; (vi) the officer’s certificate provided for in Section 7.2(e); (vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the Board of Managers of the Company authorizing the execution, delivery and performance of this Agreement and the other Ancillary Documents to which the Company is party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (B) the names and incumbency of the Company’s officers who are empowered to execute the foregoing documents for and on behalf of the Company, and (C) the authenticity of the attached copies of the Governing Documents of the Company, which, with respect to the certificate of formation or equivalent Governing Document, shall be certified by the applicable Secretary of State; (viii) the Payoff Letters and invoices related to (A) the payment of Closing Indebtedness described on Schedule 2.3(a)(iii) and to be paid pursuant to Section 2.3(a)(iii) and (B) the payment of Seller Expenses pursuant to Section 2.3(a)(iv); and (ix) written evidence of the termination of each of the Contracts set forth on Schedule 2.5(a)(ix).

Deliveries by the Sellers. At the Closing, the Sellers or Sellers’ Representativeshall deliver, as applicable, will deliver or cause to be delivered delivered, to Buyer:Purchaser (or to the Disbursing Agent, as applicable): (a) one or more duly executed Bills of Sale; (b) one or more duly executed Assignment and Assumption Agreements; (c) duly executed and acknowledged Assignments of Mineral Leases, including, for the avoidance of doubt, duly executed and acknowledged Mineral Deeds and Royalty Deeds covering the Mineral Interests, in each case in sufficient counterparts to facilitate recording; (d) one or more duly executed and acknowledged Assignments of Other Real Property Leases; (e) duly executed and acknowledged special or limited warranty deeds conveying title to the Owned Real Property in recordable form; (f) with respect to properties operated by the Seller Entities, change of operator forms and other similar forms required by state regulatory authorities; (g) duly executed and acknowledged assignments of Federal, State and Indian leases on forms prescribed therefor; (h) letters-in-lieu of transfer orders directed to purchasers of the Hydrocarbons and other remitters of production revenues directing them to make payment to Purchaser following the Closing; (i) one or more instruments transferring the Purchased Interests, in substantially the forms attached hereto as Exhibit ASellers’ revenue suspense register; (ii) written resignations from each of the officers, directors and managers of each Acquired Company; (iiij) the Escrow Agreement duly executed by Sellers’ Representative; (ivofficer’s certificates required to be delivered pursuant to Sections 9.1(a) a duly completed and executed certificate of the Blocker dated as of the Closing Date to the effect that an interest in the Blocker is not and has not been a “United States real property interest” during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and proof reasonably satisfactory to Buyer that the Blocker has provided notice of such certification to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h9.1(b); (vk) certificates executed by each Seller that such Seller is not a duly completed and executed certificate foreign person within the meaning of the Company dated as of the Closing Date pursuant to Treasury Regulations Section 1.1445-11T(d)(2) to the effect that (i) fifty percent (50%) or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(csection 1445(f)(3) of the Code, or (ii) ninety percent or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined which certificates shall set forth all information required by, and otherwise be executed in Section 897(c) of the Code plus cash or cash equivalents; (vi) the officer’s certificate provided for in Section 7.2(eaccordance with, Treasury Regulation section 1.1445-2(b)(2); (viil) a certificate complete and correct hard copy or electronic copy of the Secretary materials contained in the electronic Dataroom to the extent such materials relate to the Purchased Assets or an Assistant Secretary the Business and were made available to Purchaser before the Closing; (or equivalent officerm) a unanimous consent of the Company certifying (A) that attached thereto are true and complete copies board of all resolutions adopted by the Board of Managers directors of the Company authorizing Joint Venture acknowledging the execution, delivery and performance of this Agreement and the other Ancillary Documents to which the Company is party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (B) the names and incumbency transfer of the Company’s officers who are empowered membership interest to execute the foregoing documents for and on behalf Purchaser, including an amendment to Exhibit A of the applicable JV Formation Documents reflecting the transfer of the Company, and (C) ’s membership interest in the authenticity of the attached copies of the Governing Documents of the Company, which, with respect Joint Venture to the certificate of formation or equivalent Governing Document, shall be certified by the applicable Secretary of StatePurchaser; (viiin) the Payoff Letters and invoices related to Purchaser Membership Interests; (Ao) the payment of Closing Indebtedness described on Schedule 2.3(a)(iii) and to be paid pursuant to Section 2.3(a)(iii) and Specified Membership Interest; (Bp) the payment Purchaser Note; (q) a certified copy of Seller Expenses pursuant to Section 2.3(a)(iv)the Sale Order; and (ixr) written evidence all other deeds, endorsements, assignments and other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary, to convey and assign the termination Purchased Assets to Purchaser and vest title therein in Purchaser (in each case free and clear of each of the Contracts set forth on Schedule 2.5(a)(ixall Liens other than Permitted Liens).

Deliveries by the Sellers. At the Closing, the Sellers or Sellers’ Representative, as applicable, will the other indicated parties shall execute and deliver or cause provide to be delivered to BuyerBuyers: (iI) one or more instruments transferring the Xxxx of Sale and Assignment conveying the Purchased InterestsAssets, in substantially the forms form attached hereto as Exhibit EXHIBIT A; (iiII) written resignations from each the Assignment and Assumption Agreement in substantially the form of the officers, directors and managers of each Acquired CompanyEXHIBIT B; (iiiIII) either (y) UCC-3 termination statements as are required to terminate and release all liens on the Escrow Agreement duly executed by Purchased Assets (including without limitation the Liens disclosed on SCHEDULE 9.14), except for Permitted Encumbrances (as that term is defined in Section 9.14(b)) and the permitted liens ("Permitted Liens") listed on SCHEDULE 8.2(A)(III), or (z) letters of creditors indicating that such Liens shall be released on the Sellers’ Representative' payment of identified amounts payable; (ivIV) a the Nonsolicitation Agreement, in substantially the form of EXHIBIT C; (V) Warranty deeds conveying the Real Property and the Title Commitments for the Real Property; (VI) for all Purchased Assets the ownership of which is evidenced by certificates of title, certificates of title duly completed and executed certificate of the Blocker endorsed for transfer to Buyers; (VII) certificates, dated as of a date no earlier than 15 days before the Closing Date to Date, duly issued by the effect appropriate governmental authority in their states of incorporation, reflecting that an interest each Seller is in the Blocker is not existence and has not been a “United States real property interest” during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and proof reasonably satisfactory to Buyer that the Blocker has provided notice of good standing in such certification to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(hstate(s); (vVIII) for the Ideal Products Real Property, a duly fully completed and executed certificate of the Company dated as of the Closing Date Form III, Property Transfer Program, pursuant to Treasury Regulations Section 1.1445-11T(d)(2) to the effect that (i) fifty percent (50%) or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(c) of the Code, or (ii) ninety percent or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(c) of the Code plus cash or cash equivalents; (vi) the officer’s certificate provided for in Section 7.2(e); (vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the Board of Managers of the Company authorizing the execution, delivery and performance of this Agreement and the other Ancillary Documents to which the Company is party and the consummation of the transactions contemplated hereby and therebyConnecticut General Statutes 22a-134 through 22a-134d, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated herebyaccompanying Environmental Condition Assessment Form, (B) the names and incumbency of the Company’s officers who are empowered to execute the foregoing documents for and on behalf of the Company, and (C) the authenticity of the attached copies of the Governing Documents of the Company, which, with respect to the certificate of formation or equivalent Governing Document, shall be certified signed by the applicable Secretary of State; (viii) the Payoff Letters and invoices related to (A) the payment of Closing Indebtedness described on Schedule 2.3(a)(iii) Ideal Products as transferor and to be paid pursuant to Section 2.3(a)(iii) signed by Buyers as transferees and (B) the payment of Seller Expenses pursuant to Section 2.3(a)(iv); and (ix) written evidence of the termination of each of the Contracts set forth on Schedule 2.5(a)(ix)certifying parties.

Deliveries by the Sellers. At the Closing, the Sellers or Sellers’ Representative, as applicable, will shall deliver or cause to be delivered to Buyerthe Purchaser (unless previously delivered), the following: (a) stock certificates representing the Shares being purchased at the Closing, duly endorsed or accompanied by other duly executed instruments of transfer; (b) the books, files and other records of (i) the Sellers referred to in Section 2.2(j) and (ii) the Transferred Subs; (c) a duly executed xxxx of sale (the "Xxxx of Sale"), substantially in the form of Exhibit B attached hereto, transferring the Acquired Assets to the Purchaser; (d) the undertaking and instrument of assumption (the "Undertaking and Instrument of Assumption ") substantially in the form of Exhibit C attached hereto, evidencing the assignment and assumption by the Purchaser of the Assumed Liabilities; (e) duly executed assignments of the Intellectual Property sufficient to transfer the Intellectual Property to the Purchaser; (f) all other duly executed conveyance documents reasonably necessary to transfer to the Purchaser the Acquired Assets, including assignment and assumption agreements regarding the Property Leases; (g) the transition services agreement to be entered into between the Sellers and the Purchaser (the "Transition Services Agreement"), substantially in the form of Exhibit D attached hereto, duly executed by the Sellers; (h) the manufacturing agreement to be entered into between the Sellers and the Purchaser (the "Manufacturing Agreement"), substantially in the form of Exhibit E attached hereto, duly executed by the Sellers; (i) one or more instruments transferring the Purchased Intereststrademark license agreement to be entered into between the Sellers and the Purchaser (the "License Agreement"), substantially in substantially the forms form of Exhibit F attached hereto as Exhibit Ahereto, duly executed by the Sellers; (ii) written resignations from each of the officers, directors and managers of each Acquired Company; (iiij) the Escrow Agreement duly executed by Sellers’ Representative; (iv) a duly completed and executed certificate of the Blocker dated as of the Closing Date Officers' Certificate referred to the effect that an interest in the Blocker is not and has not been a “United States real property interest” during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and proof reasonably satisfactory to Buyer that the Blocker has provided notice of such certification to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h7.3(c); (vk) a duly completed and executed certificate certified copy of each of the Company dated as Bidding Procedures Order, Sale Order, and the docket of the Bankruptcy Court evidencing the entry of the Bidding Procedures Order and the Sale Order; and (l) all other previously undelivered documents required to be delivered by the Sellers to the Purchaser at or prior to the Closing Date pursuant to Treasury Regulations Section 1.1445-11T(d)(2) to the effect that (i) fifty percent (50%) or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(c) of the Code, or (ii) ninety percent or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(c) of the Code plus cash or cash equivalents; (vi) the officer’s certificate provided for in Section 7.2(e); (vii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (A) that attached thereto are true and complete copies of all resolutions adopted by the Board of Managers of the Company authorizing the execution, delivery and performance of this Agreement and the other Ancillary Documents to which the Company is party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (B) the names and incumbency of the Company’s officers who are empowered to execute the foregoing documents for and on behalf of the Company, and (C) the authenticity of the attached copies of the Governing Documents of the Company, which, with respect to the certificate of formation or equivalent Governing Document, shall be certified by the applicable Secretary of State; (viii) the Payoff Letters and invoices related to (A) the payment of Closing Indebtedness described on Schedule 2.3(a)(iii) and to be paid pursuant to Section 2.3(a)(iii) and (B) the payment of Seller Expenses pursuant to Section 2.3(a)(iv); and (ix) written evidence of the termination of each of the Contracts set forth on Schedule 2.5(a)(ix)Acquisition.

Deliveries by the Sellers. At the Closing, the Sellers or Sellers’ Representative, as applicable, will the other indicated parties shall execute and deliver or cause provide to be delivered to BuyerBuyers: (i) one or more instruments transferring the Bill of Sale and Assignment conveying the Purchased InterestsXxxets, in substantially the forms form attached hereto as Exhibit EXHIBIT A; (ii) written resignations from each the Assignment and Assumption Agreement in substantially the form of the officers, directors and managers of each Acquired CompanyEXHIBIT B; (iii) either (y) UCC-3 termination statements as are required to terminate and release all liens on the Escrow Agreement duly executed by Purchased Assets (including without limitation the Liens disclosed on SCHEDULE 9.14), except for Permitted Encumbrances (as that term is defined in Section 9.14(b)) and the permitted liens ("Permitted Liens") listed on SCHEDULE 8.2(a)(iii), or (z) letters of creditors indicating that such Liens shall be released on the Sellers’ Representative' payment of identified amounts payable; (iv) a duly completed and executed certificate the Nonsolicitation Agreement, in substantially the form of the Blocker dated as of the Closing Date to the effect that an interest in the Blocker is not and has not been a “United States real property interest” during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and proof reasonably satisfactory to Buyer that the Blocker has provided notice of such certification to the IRS in accordance with the provisions of Treasury Regulations Section 1.897-2(h)EXHIBIT C; (v) a duly completed Warranty deeds conveying the Real Property and executed certificate of the Company dated as of Title Commitments for the Closing Date pursuant to Treasury Regulations Section 1.1445-11T(d)(2) to the effect that (i) fifty percent (50%) or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(c) of the Code, or (ii) ninety percent or more of the value of the gross assets of the Company do not consist of “United States real property interests” as defined in Section 897(c) of the Code plus cash or cash equivalentsReal Property; (vi) for all Purchased Assets the officer’s certificate provided ownership of which is evidenced by certificates of title, certificates of title duly endorsed for in Section 7.2(e)transfer to Buyers; (vii) certificates, dated as of a certificate of date no earlier than 15 days before the Secretary or an Assistant Secretary (or equivalent officer) of the Company certifying (A) that attached thereto are true and complete copies of all resolutions adopted Closing Date, duly issued by the Board appropriate governmental authority in their states of Managers of the Company authorizing the executionincorporation, delivery reflecting that each Seller is in existence and performance of this Agreement and the other Ancillary Documents to which the Company is party and the consummation of the transactions contemplated hereby and thereby, and that all in good standing in such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby, (B) the names and incumbency of the Company’s officers who are empowered to execute the foregoing documents for and on behalf of the Company, and (C) the authenticity of the attached copies of the Governing Documents of the Company, which, with respect to the certificate of formation or equivalent Governing Document, shall be certified by the applicable Secretary of Statestate(s); (viii) for the Payoff Letters Ideal Products Real Property, a fully completed Form III, Property Transfer Program, pursuant to Connecticut General Statutes 22a-134 through 22a-134d, and invoices related to (A) the payment of Closing Indebtedness described on Schedule 2.3(a)(iii) accompanying Environmental Condition Assessment Form, signed by Ideal Products as transferor and to be paid pursuant to Section 2.3(a)(iii) signed by Buyers as transferees and (B) the payment of Seller Expenses pursuant to Section 2.3(a)(iv); and (ix) written evidence of the termination of each of the Contracts set forth on Schedule 2.5(a)(ix)certifying parties.