Common use of Deliveries of Parent Clause in Contracts

Deliveries of Parent. At the Closing, Parent shall deliver the following to Target or the Shareholders, as applicable: (a) the Closing Shares and the Cash Portion to the Shareholder Representative for the benefit of the Shareholders; (b) the Noncompetition Agreement; (c) a separate certificate of each of the President or any Vice President of Parent and Sub, dated the Closing Date, (i) as to the truth and correctness of the representations and warranties of Parent and Sub contained herein on and as of the Closing Date, (ii) as to the performance of and compliance by Parent and Sub with all covenants contained herein on and as of the Closing Date, and (iii) certifying that all conditions precedent of Parent and Sub to the Closing have been satisfied; (d) a certificate of the Secretary of Parent certifying as to the incumbency of such officers of Parent, and as to their signatures, who have executed documents delivered at the Closing on behalf of Parent; (e) a certificate of the Secretary of Sub certifying as to the incumbency of such officers of Sub, and as to their signatures, who have executed documents delivered at the Closing on behalf of Sub; (f) a certificate, dated within thirty (30) days of the Closing Date, of the Secretary of State of the State of Texas, establishing, that Parent is in existence, has paid all franchise taxes and is in good standing to transact business in such state, if necessary to do so; (g) a certificate, dated within thirty (30) days of the Closing Date, of the Secretary of State of the State of Texas, establishing, that Sub is in existence, has paid all franchise taxes and is in good standing to transact business in such state, if necessary to do so; (h) an opinion of legal counsel to Parent and Sub, dated as of the Closing Date, in form attached hereto as Exhibit 2.02(h); (i) an opinion of legal counsel to Parent and Sub, dated as of the Closing Date, confirming the matters set forth in Section 4.05 hereof (to include the specific language contained in such Section); and (j) entity resolutions for Parent and Sub approving the transactions.

Deliveries of Parent. At the Closing, Parent shall deliver the following to Target or the ShareholdersShareholder, as applicable: (ai) the Closing Shares and the Cash Portion to the Shareholder Representative for the benefit of the ShareholdersShareholder; (bii) the Noncompetition AgreementAgreement Not to Compete; (ciii) a separate certificate of each of the President or any Vice President of Parent and Sub, dated the Closing Date, (i) as to the truth and correctness of the representations and warranties of Parent and Sub contained herein on and as of the Closing Date, (ii) as to the performance of and compliance by Parent and Sub with all covenants contained herein on and as of the Closing Date, and (iii) certifying that all conditions precedent of Parent and Sub to the Closing have been satisfied; (d) ; a certificate of the Secretary of Parent certifying as to the incumbency of such officers of Parent, and as to their signatures, who have executed documents delivered at the Closing on behalf of Parent; (e) ; a certificate of the Secretary of Sub certifying as to the incumbency of such officers of Sub, and as to their signatures, who have executed documents delivered at the Closing on behalf of Sub; (f) ; a certificate, dated within thirty (30) days of the Closing Date, of the Secretary of State of the State of Texas, establishing, that Parent is in existence, has paid all franchise taxes and is in good standing to transact business in such state, if necessary to do so; (g) ; a certificate, dated within thirty (30) days of the Closing Date, of the Secretary of State of the State of Texas, establishing, that Sub is in existence, has paid all franchise taxes and is in good standing to transact business in such state, if necessary to do so; (h) . an opinion of legal counsel to Parent and Sub, dated as of the Closing Date, in form attached hereto as Exhibit 2.02(h2,02(h); (i) an opinion of legal counsel to Parent and Sub, dated as of the Closing Date, confirming the matters set forth in Section 4.05 hereof (to include the specific language contained in such Section); and (j) . entity resolutions for Parent and Sub approving the transactions.

Deliveries of Parent. At the Closing, Parent shall deliver the following to Target or the Shareholdersand/or Merger Sub, as applicable, shall have delivered or caused to be delivered to the Company the following items: (a) the Closing Shares and the Cash Portion to the Shareholder Representative for the benefit a duly executed certificate from an authorized officer of the Shareholders; (b) the Noncompetition Agreement; (c) a separate certificate of each of the President or any Vice President of Parent and SubParent, dated the Closing Date, (i) as to the truth and correctness of the representations and warranties of Parent and Sub contained herein on and as of the Closing Date, given by him or her on behalf of Parent and not in his or her individual capacity, certifying (i) to attached copies of resolutions of the Parent Board authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, (ii) as to attached copies of resolutions of the performance stockholder of Merger Sub approving this Agreement and compliance by Parent the consummation of the transactions contemplated hereby, and Sub with all covenants contained herein on (iii) to copies of Parent’s and each of its Subsidiaries’ articles of incorporation and bylaws (or similar governing documents) in effect as of the Closing Date, and (iii) certifying that all conditions precedent of Parent and Sub to the Closing have been satisfied; (db) a certificate of good standing (or equivalent document) for Parent and each of its Subsidiaries as of a recent date from the Secretary state of Parent certifying as to the incumbency of such officers of Parentits incorporation, and as to their signatures, who have executed documents delivered at the Closing on behalf of Parentorganization or formation; (ec) a certificate of the Secretary of Sub certifying as to the incumbency of such officers of Sub, and as to their signatures, who have executed documents delivered at the Closing on behalf of Sub; (f) a certificate, dated within thirty (30) days of the Closing Date, of evidence from the Secretary of State of the State of TexasDelaware of the filing of certificates of designation for Parent Series A Preferred Stock and Parent Series B Preferred Stock; (d) written resignations, establishingeffective as of the Closing, that of each director and officer of Parent is in existenceand its Subsidiaries listed on Schedule 4.3(d); (e) resolutions of the Parent Board appointing the Company Designees as directors on the Parent Board effective as of the Closing; (f) the Escrow Agreement, has paid all franchise taxes and is in good standing to transact business in such state, if necessary to do soduly executed by Parent; (g) a certificateregistration rights agreement, dated within thirty (30) days of in the Closing Dateform attached hereto as Exhibit I, of the Secretary of State of the State of Texas, establishing, that Sub is in existence, has paid all franchise taxes and is in good standing to transact business in such state, if necessary to do soduly executed by Parent; (h) an opinion of legal counsel to Parent the Credit Support Agreement, duly executed by Parent; (i) director and Sub, dated as of the Closing Dateofficer indemnification agreements, in the form attached hereto as Exhibit 2.02(hJ, duly executed by Parent for the benefit of the individuals listed on Schedule 4.3(i); (ij) an opinion of legal counsel to the Indemnity Priority Agreement, duly executed by Parent and Subits Subsidiaries that are signatories thereto; (k) a payoff letter from PNC Bank, dated N.A. (the “PNC Payoff Letter”); (l) amendments to certain employment agreements, effective as of the Closing DateClosing, confirming duly executed by Parent and the matters set forth in Section 4.05 hereof (to include the specific language contained in such Sectionemployees of Parent and its Subsidiaries listed on Schedule 4.3(l); and (jm) entity resolutions for Parent and Sub approving the transactionsevidence of certain third party Consents set forth on Schedule 4.3(m).