Common use of Deliveries of Buyer Clause in Contracts

Deliveries of Buyer. At the Closing, Buyer will execute and deliver or cause to be executed and delivered to Seller simultaneously with delivery of the items referred to in Section 6.1: (a) evidence that concurrently with the consummation of the transactions contemplated by this Agreement, Buyer has initiated the payments required at Closing pursuant to Section 1.3(d); (b) the Purchase Price Note, duly executed by Buyer; (c) the Escrow Agreement, duly executed by Buyer; (d) the Transition Services Agreement, duly executed by Buyer; (e) a certificate of good standing (or equivalent) as of a date no earlier than thirty (30) days prior to Closing with respect to Buyer issued by the applicable Governmental Body in the state of Buyer’s organization; (f) a certificate of the secretary of Buyer certifying as complete and accurate the following: (i) the incumbency and specimen signature of each officer of Buyer executing this Agreement and any other Transaction Document on behalf of Buyer; (ii) a copy of Buyer’s articles of organization and limited liability company operating agreement, and all amendments thereto; and (iii) a copy of the resolutions of Buyer’s board of directors or other governing body, as applicable, authorizing the execution, delivery and performance of this Agreement and any other Transaction Document delivered by Buyer; and (g) such other documents and instruments as Seller or their counsel reasonably shall deem necessary to consummate the transactions contemplated hereby.

Deliveries of Buyer. At the Closing, Buyer will execute and deliver or cause to be executed and delivered to Seller simultaneously with delivery of or the items referred to in Section 6.1Escrow Agent, as the case may be: (a) evidence that concurrently with the consummation of the transactions contemplated by this Agreement, Buyer has initiated the payments required at Closing pursuant Payment to Section 1.3(d)Seller; (b) the Purchase Price Note, duly executed by BuyerEscrow Fund to the Escrow Agent; (c) the Escrow Agreement, duly executed by Buyer; (d) the Transition Services AgreementLiabilities Undertaking, duly executed by Buyer; (e) a certificate the legal opinion of good standing (or equivalent) as of a date no earlier than thirty (30) days prior to Closing with respect to Buyer issued by the applicable Governmental Body Golenbock, Eiseman, Assor & Xxxx in the state form of Buyer’s organizationExhibit 4.3(e) hereto, executed by Golenbock, Eiseman, Assor & Xxxx; (f) a certificate of good standing of Buyer, issued as of a recent date by the secretary Secretary of Buyer certifying State of the State of Delaware; (g) a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as complete and accurate the following: to (i) the incumbency and specimen signature resolutions of each officer the Board of Directors of Buyer executing this Agreement and any other Transaction Document on behalf of Buyer; (ii) a copy of Buyer’s articles of organization and limited liability company operating agreement, and all amendments thereto; and (iii) a copy of the resolutions of Buyer’s board of directors or other governing body, as applicable, authorizing the execution, execution delivery and performance of this Agreement and any other Transaction Document delivered by Buyereach exhibit hereto to which it is a party and the consummation of the transactions contemplated herein and therein; and (ii) the incumbency and signatures of the officers of Buyer executing this Agreement and each exhibit hereto to which it is a party; and (gh) such all other documents and instruments as required by the terms of this Agreement to be delivered to Seller at the Closing under or their counsel reasonably shall deem necessary to consummate effect the transactions contemplated herebyprovisions of this Agreement.

Deliveries of Buyer. At the Closing, Buyer will execute and shall deliver or cause to be executed and delivered to Seller simultaneously with delivery of the items referred to in Section 6.1following: (a) evidence that concurrently with a certified copy of the resolutions duly adopted by the Board of Directors of Buyer authorizing or ratifying this Agreement and authorizing the consummation by Buyer of the transactions contemplated hereby and by this Agreement, Buyer has initiated the payments required at Closing pursuant to Section 1.3(d)Other Documents; (b) a certificate executed by an executive officer of Buyer, dated the Purchase Price NoteClosing Date, certifying that all covenants, acts and obligations to be performed or complied with by Buyer hereunder at or prior to the Closing have been duly executed performed and complied with by Buyer; (c) the Escrow Agreement, a certificate signed by a duly executed authorized officer of Buyer as required by BuyerSection 10.1(b) hereof; (d) an executed Assignment and Assumption, dated as of the Transition Services Agreement, duly executed by BuyerClosing Date; (e) a certificate such other certificates, instruments or documents as Seller may reasonably request in order to effect and document the transactions contemplated hereby and all such other general instruments of good standing (transfer, assignment and conveyance, evidences of consent, waiver or equivalent) other approval, and other instruments or documents in form and substance reasonably satisfactory to Seller, as shall be necessary to evidence or perfect the sale, assignment, transfer and conveyance of a date no earlier than thirty (30) days prior to Closing with respect the Purchased Assets to Buyer issued and the assumption of the Assumed Liabilities by Buyer, in accordance with the applicable Governmental Body in the state terms and conditions of Buyer’s organizationthis Agreement; (f) a certificate of the secretary of Buyer certifying as complete and accurate Purchase Price less the following: (i) the incumbency and specimen signature of each officer of Buyer executing this Agreement and any other Transaction Document on behalf of Buyer; (ii) a copy of Buyer’s articles of organization and limited liability company operating agreement, and all amendments thereto; and (iii) a copy of the resolutions of Buyer’s board of directors or other governing body, as applicable, authorizing the execution, delivery and performance of this Agreement and any other Transaction Document delivered by BuyerDeposit; and (g) such other documents and instruments as Seller or their counsel reasonably shall deem necessary written instructions directing Xxxxxx to consummate pay the transactions contemplated herebyDeposit to Seller.

Deliveries of Buyer. At Buyer shall deliver to Shareholder on the Closing, Buyer will execute and deliver or cause to be executed and delivered to Seller simultaneously with delivery Closing Date all of the items referred to in Section 6.1following, executed as appropriate: (a) evidence that concurrently with the consummation portion of the transactions contemplated by this Agreement, Buyer has initiated the payments required Purchase Price payable to Shareholder at Closing pursuant and to Section 1.3(d)the Optionholders in accordance with Article I and the Option Cancellation Agreements; (b) the Purchase Price Note, duly a Certificate executed by Buyeran officer of Buyer stating that the representations and warranties made by Buyer in this Agreement are true and correct in all material respects on and as of the Closing Date, that Buyer has performed and complied with all of its respective obligations under this Agreement which are to be performed or complied with on or prior to the Closing Date; (c) the Escrow Agreement, duly a Certificate executed by the Secretary of Buyer certifying as to attached copies of the Buyer's articles of incorporation, bylaws and resolutions of Buyer's board of directors approving this Agreement and setting forth the names of each of the officers of Buyer authorized to execute this Agreement and all documents, certificates and agreements ancillary hereto, together with their specimen signatures; (d) the Transition Services Agreement, duly executed by BuyerAncillary Agreements; (e) a certificate of good standing (or equivalent) as of a date no earlier than thirty (30) days prior to Closing with respect to Buyer issued by the applicable Governmental Body in the state opinion of Buyer’s organization;'s legal counsel covering the matters referred to in Exhibit G; and (f) a certificate of the secretary of Buyer certifying as complete and accurate the following: (i) the incumbency and specimen signature of each officer of Buyer executing all other documents, instruments or writings required to be delivered to Shareholder at or prior to Closing pursuant to this Agreement and any other Transaction Document on behalf of Buyer; (ii) a copy of Buyer’s articles of organization and limited liability company operating agreementAgreement, and all amendments thereto; and (iii) a copy of the resolutions of Buyer’s board of directors or other governing body, as applicable, authorizing the execution, delivery and performance of this Agreement and any other Transaction Document delivered by Buyer; and (g) such other certificates of authority and documents and instruments as Seller or their counsel Shareholder may reasonably shall deem necessary to consummate the transactions contemplated herebyrequest.