Common use of Deliveries by the Sellers Clause in Contracts

Deliveries by the Sellers. At the closing, the Sellers or each Seller, as the case may be, shall deliver the following: (items required in Conditions Precedent to Closing as shown below.) (a) The closing certificates referred to in in Section 8.1 (e); (b) a certificate executed by the secretary or an assistant secretary of such Seller certifying as to (i) the resolutions in which such Seller’s board of directors approved this Agreement and the transactions contemplated hereby, and (ii) the incumbency of such Seller’s officers who execute any documents on behalf of such Seller in connection with this Agreement; (c) all Book and Records of TBIC and AHIC relating to the Acquired Assets and policy renewal rights; (d) executed counterparts of all Required Consents and Required Licenses and Permits; (e) each of the agreements referred to in Section 7.5 to which each Seller is a party and executed by such Seller (f) each of the consents referred to in Section 7.2; (g) instruments of assignment and bxxx of sale reasonably satisfactory to Purchaser whereby Sellers assigns, transfers, conveys and sets over all of the Acquired Assets to Purchaser; and (h) all other previously undelivered documents, instruments and writings required to be delivered by each Seller to Purchaser at or prior to Closing pursuant to this Agreement and such other documents, instruments and certificates as Purchaser may reasonably request in connection with the transaction contemplated by this Agreement.

Deliveries by the Sellers. At or prior to the closingClosing, the Sellers shall deliver, or cause to be delivered, to the Purchaser: (i) a receipt for payment of the Closing Date Payment; (ii) certificates on behalf of each of the Sellers, containing the certifications contemplated by Section 9.2(a) and Section 9.2(b), each executed by an officer of the applicable Seller; (iii) certificates representing all of the Shares, accompanied by stock powers duly executed in blank or duly executed instruments of transfer, in each case, in form and substance reasonably acceptable to the Purchaser; (iv) subject to Section 9.2(b) and Section 9.3(b), all Transaction Documents to which either Seller or any of its Affiliates is a party, dated as of the Closing Date and duly executed by the Sellers or such Affiliates, as the case may be, shall deliver the following: (items required in Conditions Precedent to Closing as shown below.)applicable;; (av) The closing certificates referred to in the canceled Surplus Notes; (vi) evidence of the release of all Liens, other than Permitted Liens; (vii) a certificate of non-foreign status as described in Section 8.1 1.1445-2(b)(2) of the Treasury Regulations, in substantially the form of substance attached as Exhibit J hereto (ea “FIRPTA Certificate”); (bviii) a certificate executed except as otherwise specified by the secretary or an assistant secretary Purchaser, resignations from each officer and director of such Seller certifying as to (i) the resolutions in which such Seller’s board of directors approved this Agreement and the transactions contemplated hereby, and (ii) the incumbency of such Seller’s officers who execute any documents on behalf of such Seller in connection with this Agreement; (c) all Book and Records of TBIC and AHIC relating to the Acquired Assets and policy renewal rights; (d) executed counterparts of all Required Consents and Required Licenses and Permits; (e) each of the agreements referred to CMG Companies, in Section 7.5 to which each Seller is a party form and executed by such Seller (f) each of the consents referred to in Section 7.2; (g) instruments of assignment and bxxx of sale substance reasonably satisfactory to Purchaser whereby Sellers assigns, transfers, conveys and sets over all of the Acquired Assets acceptable to Purchaser; and (hix) all such other previously undelivered documentsagreements, certificates, instruments and writings required to be delivered by each Seller to Purchaser at or prior to Closing pursuant to this Agreement and such other documents, instruments and certificates documents as the Purchaser may reasonably request in connection with order to fully consummate the transaction transactions contemplated by and carry out the purposes and intent of this Agreement.

Deliveries by the Sellers. At the closingClosing, the Sellers or each Seller, as the case may be, shall deliver to the following: (items required in Conditions Precedent to Closing as shown below.)Purchaser: (ai) The closing stock certificates representing the Shares, duly endorsed in favor of the Purchaser or accompanied by a separate stock power duly and validly executed by the applicable Seller and otherwise sufficient to vest in the Purchaser good and valid title to the Shares (with all necessary transfer tax and all other revenue stamps attached thereto), free and clear of all Liens; (ii) an executed receipt for the aggregate Per Share Purchase Price (as defined in Article II); (iii) an executed certificate signed by an executive officer of each of the Sellers delivered pursuant to Section 6.3(d); (iv) an executed instrument of assignment and transfer with respect to the Sellers’ rights under the Registration Rights Agreement with respect to the Shares pursuant to Section 5.4(c); (v) the certificates referred to in in Section 8.1 6.3(h) and (ei) duly executed by an executive officer of each of the Sellers (which shall have been delivered five (5) days prior to the Closing Date pursuant to Section 6.3(h) and (i), respectively); (bvi) a certificate executed by statement of each of the secretary Sellers in form and substance reasonably satisfactory to the Purchaser that satisfies the Purchaser’s obligations under Treasury Regulation § 1.1445-2(b) or an assistant secretary of (c), as applicable; and (vii) such Seller certifying other documents, agreements, instruments, writings and certificates as the Purchaser may reasonably request to (i) the resolutions in which such Seller’s board of directors approved this Agreement and effect the transactions contemplated hereby, in form and (ii) the incumbency of such Seller’s officers who execute any documents on behalf of such Seller in connection with this Agreement; (c) all Book and Records of TBIC and AHIC relating to the Acquired Assets and policy renewal rights; (d) executed counterparts of all Required Consents and Required Licenses and Permits; (e) each of the agreements referred to in Section 7.5 to which each Seller is a party and executed by such Seller (f) each of the consents referred to in Section 7.2; (g) instruments of assignment and bxxx of sale substance reasonably satisfactory to Purchaser whereby Sellers assigns, transfers, conveys and sets over all of the Acquired Assets to Purchaser; and (h) all other previously undelivered documents, instruments and writings required to be delivered by each Seller to Purchaser at or prior to Closing pursuant to this Agreement and such other documents, instruments and certificates as Purchaser may reasonably request in connection with the transaction contemplated by this Agreement.

Deliveries by the Sellers. At the closingClosing, the Sellers or each Seller, as the case may be, shall deliver to the following: (items required in Conditions Precedent to Closing as shown below.)Purchaser: (ai) The closing stock certificates representing the Shares, duly endorsed in favor of the Purchaser or accompanied by a separate stock power duly and validly executed by the applicable Seller and otherwise sufficient to vest in the Purchaser good and valid title to the Shares (with all necessary transfer tax and all other revenue stamps attached thereto), free and clear of all Liens; (ii) an executed receipt for the aggregate Per Share Purchase Price (as defined in Article II); (iii) an executed certificate signed by an executive officer of each of the Sellers delivered pursuant to Section 6.3(d); (iv) an executed instrument of assignment and transfer with respect to the Sellers' rights under the Registration Rights Agreement with respect to the Shares pursuant to Section 5.4(c); (v) the certificates referred to in in Section 8.1 6.3(h) and (ei) duly executed by an executive officer of each of the Sellers (which shall have been delivered five (5) days prior to the Closing Date pursuant to Section 6.3(h) and (i), respectively); (bvi) a certificate executed by statement of each of the secretary Sellers in form and substance reasonably satisfactory to the Purchaser that satisfies the Purchaser's obligations under Treasury Regulation ss. 1.1445-2(b) or an assistant secretary of (c), as applicable; and (vii) such Seller certifying other documents, agreements, instruments, writings and certificates as the Purchaser may reasonably request to (i) the resolutions in which such Seller’s board of directors approved this Agreement and effect the transactions contemplated hereby, in form and (ii) the incumbency of such Seller’s officers who execute any documents on behalf of such Seller in connection with this Agreement; (c) all Book and Records of TBIC and AHIC relating to the Acquired Assets and policy renewal rights; (d) executed counterparts of all Required Consents and Required Licenses and Permits; (e) each of the agreements referred to in Section 7.5 to which each Seller is a party and executed by such Seller (f) each of the consents referred to in Section 7.2; (g) instruments of assignment and bxxx of sale substance reasonably satisfactory to Purchaser whereby Sellers assigns, transfers, conveys and sets over all of the Acquired Assets to Purchaser; and (h) all other previously undelivered documents, instruments and writings required to be delivered by each Seller to Purchaser at or prior to Closing pursuant to this Agreement and such other documents, instruments and certificates as Purchaser may reasonably request in connection with the transaction contemplated by this Agreement.