Common use of Deliveries of Seller Clause in Contracts

Deliveries of Seller. In addition to the taking of such other actions as may be provided for in this Agreement, Seller shall have delivered or caused to be delivered to Purchaser the following documents, each properly executed and dated by Seller (or a Seller Affiliate, as applicable) as of the Closing Date (unless otherwise specified below), as applicable, and in form attached hereto or in a form and substance reasonably acceptable to Purchaser (unless otherwise waived by Purchaser): (i) GeoMagic Agreement; (ii) the License Agreement; (iii) the License Code Generator Agreement; (iv) the Paying Agent Agreement; (v) the Transition Services Agreement; (vi) evidence of the release, discharge or termination of all Liens on the Purchased Equity and all Liens securing Business Debt that is being paid off at Closing, including evidence of the termination and removal of all UCC-1 financing statements (and similar statements in jurisdictions outside of the United States) and the discharge of all other monetary Liens; provided, however, that with respect to that certain Credit Agreement, dated as of February 27, 2019, as amended, among Seller Guarantor, certain of its Affiliates (other than the Target Company and the Target Subsidiaries), HSBC Bank USA, N.A., as administrative agent, swing loan lender and issuing lender, and the other lenders party thereto, the evidence will comprise a partial lien release letter and UCC-3 termination statements; (vii) copies of those certain Seller’s Approvals set forth on Annex D under the heading “Seller’s Required Consents;” (viii) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Target Company and the Target Subsidiaries, effective as of Closing; (ix) if the Purchased Equity is certificated, certificates with respect to the Purchased Equity, to the extent issued, share certificates representing the Purchased Equity, or affidavits of loss in lieu thereof, together with related share transfer deeds, duly executed by Seller; (x) a duly executed certificate of non-foreign status, dated as of the Closing Date, conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2), stating that Seller is not a “foreign person” as defined in Section 1445 of the Code; (xi) an original, properly completed and duly executed IRS Form W-9 executed on behalf of Seller by a duly authorized representative; (a) a statement by Cimatron Michigan conforming to the requirements of Section 1.897-2(h)(1)(i) of the United States Treasury Regulations; and (b) the notification to the Internal Revenue Service required under Section 1.897-2(h)(2) of the United States Treasury Regulations with respect to Cimatron Michigan; (xiii) an original, properly completed and duly executed IRS form in the W-8 series executed on behalf of Cimatron Israel by a duly authorized representative; (xiv) a true and correct copy of Cimatron Israel’s shareholders register, prepared in accordance with Section 130 of the ICL and duly executed by an authorized officer of Cimatron Israel, dated as of the Closing Date, recording Purchaser as the owner of the Purchased Equity; (xv) a certificate of an authorized officer of Seller certifying as to the satisfaction of the closing conditions set forth in Section 8.1 and Sections 8.2(a) through 8.2(c) (“Seller’s Closing Certificate”); and

Deliveries of Seller. In addition to At or before the taking of such other actions as may be provided for in this AgreementClosing, Seller shall have delivered or caused to be delivered to Purchaser the following documents, each properly executed and dated by Seller (or a Seller Affiliate, as applicable) as of the Closing Date (unless otherwise specified below)and/or Company, as applicable, and shall deliver, or cause to be delivered, to Buyer the following in form attached hereto or in a form and substance reasonably acceptable satisfactory to Purchaser Buyer, acting reasonably: (unless otherwise waived a) original Share certificate(s) evidencing the Shares, duly endorsed in blank or accompanied by Purchaser):stock powers or other instruments of transfer duly executed in blank. (b) a secretary’s certificate of the Company attaching: (i) GeoMagic Agreementa copy of the Company’s Organizational Documents (each, as amended through the Closing); and (ii) a certificate, dated within ten (10) Business Days of Closing, from the Delaware Secretary of State establishing the Company is in existence and in good standing in the State of Delaware; (iic) the License Agreementconsents of all counterparties to the Company Contracts listed on Schedule 3.18(c) that require consent prior to a change of control of the Company; (iiid) evidence that all assets, including all patents, patent applications or other Intellectual Property, that are necessary to operate the License Code Generator AgreementBusiness previously owned by Seller or any other Person has been transferred to the Company prior to Closing; (ive) a written release from of any guarantees from the Paying Agent Agreement; (v) Company of any obligations under the Transition Services Agreement; (vi) evidence of the release, discharge or termination of all Liens on the Purchased Equity and all Liens securing Business Debt that is being paid off at Closing, including evidence of the termination and removal of all UCC-1 financing statements (and similar statements in jurisdictions outside of the United States) and the discharge of all other monetary Liens; provided, however, that with respect to that certain Senior Secured Credit Agreement, Agreement dated as of February 27May 3, 20192019 and its attachments and any amendments, as amended, among Seller Guarantor, certain of its Affiliates and evidence that any security agreement (other than or similar agreement) between the Target Company and the Target Subsidiaries), HSBC Bank USA, N.A., as administrative agent, swing loan lender and issuing lender, and the other lenders party thereto, the evidence will comprise a partial lien release letter and UCC-3 termination statements; (vii) copies of those certain Seller’s Approvals set forth on Annex D under the heading “Seller’s Required Consents;” (viii) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Target Company and the Target Subsidiaries, effective and/or Sagard Holdings Manager LP has been terminated as of Closing; (ixf) if the Purchased Equity is certificatedrelease of all Liens that or any of its affiliates or any other third party, certificates with respect including without limitation, Sagard Holdings Manager LP, has on any of the Company’s assets, intellectual property rights, property or capital stock (including any assets of the Seller transferred to the Purchased EquityCompany and any assets of the Seller subject to Section 6.11), to the extent issued, share certificates representing the Purchased Equity, or affidavits of loss in lieu thereof, together with related share transfer deeds, duly executed by Sellerand a UCC termination statement evidencing such release; (xg) a evidence that the necessary filings have been made with the U.S. Patent and Trademarks Office to release all Liens that , LogicMark, LLC, Seller, 3D-ID, LLC and/or Sagard Holdings Manager LP have on the patents, patent applications and trademarks that Seller transferred to the Company prior to Closing as contemplated in (d) above; (h) duly executed certificate of non-foreign statusresignations, dated effective as of the Closing Date, conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2), stating that Seller is not a “foreign person” as defined in Section 1445 of the Codedirectors and officers of the Company, as Buyer shall designate; (xii) an originalany and all Permits, properly completed and duly executed IRS Form W-9 executed on behalf Orders of, or declarations or filings with, or expiration of Seller waiting periods imposed by, any Governmental Authority necessary for the consummation of the transactions contemplated by a duly authorized representativethis Agreement shall have been filed, occurred or been obtained; (aj) evidence that the Company has prepared all required documentation to change the authorized signatures on its bank accounts listed on Schedule 3.22 to the Persons designated by Buyer, such that the changes can be implemented immediately following the Closing; and (k) a statement by Cimatron Michigan conforming to the requirements of Section 1.897-2(h)(1)(i) copy of the United States Treasury Regulations; License and (b) the notification to the Internal Revenue Service required under Section 1.897-2(h)(2) of the United States Treasury Regulations with respect to Cimatron Michigan; (xiii) an original, properly completed and duly executed IRS form in the W-8 series executed on behalf of Cimatron Israel Services Agreement signed by a duly authorized representative; (xiv) a true and correct copy of Cimatron Israel’s shareholders register, prepared in accordance with Section 130 of the ICL and duly executed by an authorized officer of Cimatron Israel, dated as of the Closing Date, recording Purchaser as the owner of the Purchased Equity; (xv) a certificate of an authorized officer of Seller certifying as to the satisfaction of the closing conditions set forth in Section 8.1 and Sections 8.2(a) through 8.2(c) (“Seller’s Closing Certificate”); and.

Deliveries of Seller. In addition to At the taking of such other actions as may be provided for in this AgreementClosing, Seller shall have delivered or caused deliver the following documents to Purchaser, all of which shall be delivered in a form reasonably satisfactory to Purchaser and agreed between the following documents, each properly executed and dated Parties at least two (2) Business Days prior to the Closing Date: (1) the updated Schedules contemplated by Seller Section 7.7; (2) the officers’ certificates contemplated by Section 10.3(d); (3) special warranty deeds (or their substantive equivalent) in customary and recordable form transferring good and marketable fee simple title, subject to any Permitted Liens, to the Transferred Real Property, and assignments of leases in recordable form transferring good and marketable leasehold title, subject to any Permitted Liens, to each real property subject to a Seller AffiliateReal Property Lease, in each case to Purchaser or its designee; and such customary documents as applicableare reasonably necessary for Purchaser to purchase title insurance policies for the Transferred Real Property (subject to any Permitted Liens) as of the Closing Date Effective Time; (unless otherwise specified below)4) a bxxx of sale, as applicable, and in substantially the form attached hereto or in a form and substance reasonably acceptable as Exhibit 4.2(a)(4) (the “Bxxx of Sale”), transferring to Purchaser free and clear of Liens (unless otherwise waived by Purchaser): (iother than Permitted Liens) GeoMagic Agreementall of the right, title and interest of Seller in and to the Transferred Assets that constitute tangible personal property; (ii5) a duly executed Assignment and Assumption Agreement, in substantially the License Agreementform attached hereto as Exhibit 4.2(a)(5) (the “Assignment and Assumption Agreement ”) assigning the right, title and interest of Seller in and to the Transferred Assets that do not constitute tangible personal property, free and clear of Liens (other than Permitted Liens), and providing for the Assumed Liabilities; (iii6) the License Code Generator Agreement; (iv) the Paying Agent Agreement; (v) the Transition Services Agreement; (vi) evidence of the releaseTransferred Loans, discharge or termination of all Liens on the Purchased Equity duly and all Liens securing Business Debt that is being paid off at Closing, including evidence of the termination and removal of all UCC-1 financing statements (and similar statements in jurisdictions outside of the United States) and the discharge of all other monetary Liens; provided, however, that with respect properly endorsed to that certain Credit Agreement, dated as of February 27, 2019, as amended, among Seller Guarantor, certain of its Affiliates (other than the Target Company and the Target Subsidiaries), HSBC Bank USA, N.A., as administrative agent, swing loan lender and issuing lender, and the other lenders party thereto, the evidence will comprise a partial lien release letter and UCC-3 termination statements; (vii) copies of those certain Purchaser by Seller’s Approvals set forth on Annex D under the heading “Seller’s Required Consents;” (viii) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Target Company and the Target Subsidiaries, effective as of Closing; (ix) if the Purchased Equity is certificated, certificates with respect to the Purchased Equity, to the extent issued, share certificates representing the Purchased Equity, or affidavits of loss in lieu thereof, together with related share transfer deedsall original and subsequently modified notes, duly executed by guarantees, loan agreements, deeds of trusts, title insurance, incorporation documents and other evidence thereof and all collateral and security interests securing the Transferred Loans in the possession of Seller and all necessary assignments (if applicable, in recordable form), endorsements and other instruments of conveyance as may be necessary under the circumstances; provided that all such assignments, endorsements and other instruments of conveyance shall be without recourse as to collection to Seller; (x7) a duly executed certificate possession of non-foreign status, dated as of all Credit Documents in Seller’s possession or control immediately prior to the Closing Date(or that can be obtained by Seller without unreasonable expense or burden) in whatever form or medium (including imaged documents), conforming all collateral in the custody or possession of Seller, and all funds held in escrow, in each case, relating to the requirements Transferred Loans or the Assumed Letters of Treasury Regulations Section 1.1445-2(b)(2), stating that Seller is not Credit; (8) a “foreign person” as defined in certificate pursuant to Section 1445 of the Code;Code certifying to the non-foreign status of Seller; and (xi9) an originalall other documents and instruments reasonably necessary to (i) transfer the Transferred Assets to Purchaser, properly completed and duly executed IRS Form W-9 executed on behalf of Seller by a duly authorized representative; (aii) a statement by Cimatron Michigan conforming to reflect the requirements of Section 1.897-2(h)(1)(i) assumption of the United States Treasury Regulations; and Assumed Liabilities by Purchaser or (biii) effectuate the notification other transactions contemplated by this Agreement to the Internal Revenue Service required under Section 1.897-2(h)(2) of the United States Treasury Regulations with respect to Cimatron Michigan; (xiii) an original, properly completed and duly executed IRS form in the W-8 series executed on behalf of Cimatron Israel by a duly authorized representative; (xiv) a true and correct copy of Cimatron Israel’s shareholders register, prepared in accordance with Section 130 of the ICL and duly executed by an authorized officer of Cimatron Israel, dated be effected as of the Closing Date, recording Purchaser as the owner of the Purchased Equity; (xv) a certificate of an authorized officer of Seller certifying as to the satisfaction of the closing conditions set forth in Section 8.1 and Sections 8.2(a) through 8.2(c) (“Seller’s Closing Certificate”); andClosing.

Deliveries of Seller. In addition to At the taking of such other actions as may be provided for in this AgreementClosing, Seller shall have delivered deliver (executed or caused to be delivered to Purchaser the following documents, each properly counter-executed and dated by Seller (or a Seller Affiliate, as applicable) as to Buyer: (a) possession of the Closing Date tangible Purchased Assets; (unless otherwise specified belowb) such documents as Buyer may reasonably request (including a bill of sale and assignments of Intangible Property) to transfer all of Seller’s right, title and interest in and to the Purchased Assets to Buyer, each as agreed upon by the Parties (collectively, the “Conveyance Documents”); (c) that certain Pledge Agreement, by and among Seller, Buyer, Parent and the individual equityholders of Parent (the “Equityholders”), as applicable, and in the form attached hereto or as Exhibit C (the “Pledge Agreement”), executed by Seller, (d) that certain transition services agreement, by and between Buyer and Seller in a the form and substance reasonably acceptable to Purchaser attached hereto as Exhibit D (unless otherwise waived by Purchaser): (i) GeoMagic Agreement; (ii) the License Agreement; (iii) the License Code Generator Agreement; (iv) the Paying Agent Agreement; (v) the “Transition Services Agreement; ”), executed by Seller; (vie) that certain security agreement, by and among Buyer, Seller, Parent, U Swirl Franchising LLC, a Delaware limited liability company (“Franchising”), and U Swirl Gift Card LLC, an Arizona limited liability company (together with Franchising, the “Subsidiaries”), in the form attached hereto as Exhibit E (the “Security Agreement”), executed by Seller; (f) copies of all Approvals; (g) appropriate written pay-off and termination letters as to, and evidence of the release, discharge or termination of all Liens on the Purchased Equity and all Liens securing Business Debt that is being paid off at Closing, including evidence of the termination and removal of all UCC-1 financing statements (and similar statements in jurisdictions outside of the United States) and the discharge of all other monetary Liens; provided, however, that with respect to that certain Credit Agreement, dated as of February 27, 2019, as amended, among Seller Guarantor, certain of its Affiliates (other than the Target Company and the Target Subsidiaries), HSBC Bank USA, N.A., as administrative agent, swing loan lender and issuing lender, and the other lenders party theretoLiabilities to, the evidence will comprise a partial lien release letter lenders and UCC-3 termination statements; (vii) copies other creditors of those certain Seller’s Approvals set forth on Annex D under the heading “Seller’s Required Consents;” (viii) unless otherwise requested by Purchaser, resignation letters from the directors, officers Seller necessary for Buyer to obtain good and managers, as the case may be, of the Target Company and the Target Subsidiaries, effective as of Closing; (ix) if the Purchased Equity is certificated, certificates with respect valid title to the Purchased EquityAssets, to the extent issued, share certificates representing the Purchased Equity, or affidavits free and clear of loss in lieu thereof, together with related share transfer deeds, duly executed by Seller; (x) a duly executed certificate of non-foreign status, dated as of the Closing Date, conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2), stating that Seller is not a “foreign person” as defined in Section 1445 of the Code; (xi) an original, properly completed and duly executed IRS Form W-9 executed on behalf of Seller by a duly authorized representative; (a) a statement by Cimatron Michigan conforming to the requirements of Section 1.897-2(h)(1)(i) of the United States Treasury Regulationsall Liens; and (bh) the notification to the Internal Revenue Service required under Section 1.897-2(h)(2) of the United States Treasury Regulations with respect to Cimatron Michigan; any and all other affidavits (xiii) an originalincluding customary owner’s affidavits), properly completed certificates (including customary secretary’s and duly executed IRS form in the W-8 series executed on behalf of Cimatron Israel by a duly authorized representative; (xiv) a true closing certificates), documents and correct copy of Cimatron Israel’s shareholders register, prepared in accordance with Section 130 of the ICL and duly executed by an authorized officer of Cimatron Israel, dated agreements as of the Closing Date, recording Purchaser as the owner of the Purchased Equity; (xv) a certificate of an authorized officer of Seller certifying as to the satisfaction of the closing conditions set forth in Section 8.1 and Sections 8.2(a) through 8.2(c) (“Seller’s Closing Certificate”); andBuyer may reasonably request.

Deliveries of Seller. In addition to At the taking of such other actions as may be provided for in this AgreementClosing, Seller shall have delivered will deliver or caused cause to be delivered to Purchaser Buyer the following documents, each properly executed and dated by Seller following: (or a) a Seller Affiliate, as applicable) as bill of the Closing Date (unless otherwise specified below), as applicable, and sale in xxx form attached hereto or as Schedule 3.4(a), and such other assignments, certificates of title and instruments of conveyance as Buyer may reasonably require, in a form and substance reasonably acceptable satisfactory to Purchaser (unless otherwise waived by Purchaser): (i) GeoMagic Agreement; (ii) the License Agreement; (iii) the License Code Generator Agreement; (iv) the Paying Agent Agreement; (v) the Transition Services Agreement; (vi) evidence of the release, discharge or termination of all Liens on the Purchased Equity and all Liens securing Business Debt that is being paid off at Closing, including evidence of the termination and removal of all UCC-1 financing statements (and similar statements in jurisdictions outside of the United States) and the discharge of all other monetary Liens; provided, however, that with respect to that certain Credit Agreement, dated as of February 27, 2019, as amended, among Seller Guarantor, certain of its Affiliates (other than the Target Company and the Target Subsidiaries), HSBC Bank USA, N.A., as administrative agent, swing loan lender and issuing lender, and the other lenders party thereto, the evidence will comprise a partial lien release letter and UCC-3 termination statements; (vii) copies of those certain Seller’s Approvals set forth on Annex D under the heading “Seller’s Required Consents;” (viii) unless otherwise requested by Purchaser, resignation letters from the directors, officers and managers, as the case may be, of the Target Company and the Target Subsidiaries, effective as of Closing; (ix) if the Purchased Equity is certificated, certificates with respect to the Purchased Equity, to the extent issued, share certificates representing the Purchased Equity, or affidavits of loss in lieu thereof, together with related share transfer deedsBuyer, duly executed by Seller; (x) a duly executed certificate of non-foreign status, dated as of the Closing Date, conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2), stating that Seller is not a “foreign person” as defined in Section 1445 of the Code; (xi) an original, properly completed and duly executed IRS Form W-9 executed on behalf of Seller by a duly authorized representative; (a) a statement by Cimatron Michigan conforming to the requirements of Section 1.897-2(h)(1)(i) of the United States Treasury Regulations; and (b) the notification to the Internal Revenue Service required under Section 1.897-2(h)(2) of the United States Treasury Regulations with respect to Cimatron Michigan; (xiii) an originalAssignment and Assumption Agreement, properly completed and duly executed IRS form in the W-8 series executed on behalf of Cimatron Israel by a duly authorized representative; form attached hereto as Schedule 3.4 (xivb) a true (the "Assignment and correct copy of Cimatron Israel’s shareholders registerAssumption Agreement"), prepared in accordance with Section 130 of the ICL and duly executed by an authorized officer Seller, assigning to Buyer all of Cimatron IsraelSeller's right, dated as title and interest in and to the Assumed Contracts, together with consents satisfactory to Buyer from the parties to the Assumed Contracts to the assignment of such contracts to Buyer, or Seller will deliver to Buyer such documentation Buyer reasonably requests to assure Buyer that Buyer will receive the benefits of any of the Closing DateAssumed Contracts for which Seller has not obtained appropriate consents to assignment; (c) an Employment Agreement and Stock Option Agreement with Jarrett, recording Purchaser in the xxxx xxtached as Schedule 3.4(c), duly executed by Jarrett (the owner of "Jaxxxxx Xgreemenxx"); (d) an Employment Agreement and Stock Option Agreement with Brad Jacobs ("Jaxxxx"), xx the Purchased Equity; xxxx attached as Schedule 3.4(d), duly executed by Jacobs (xvthe "Jacxxx Agrexxxxxx"); (e) a certificate from the Secretary of Seller, in a form reasonably satisfactory to Buyer, setting forth the resolutions adopted by the Board of Directors and the shareholders of Seller authorizing the execution and delivery by Seller of this Agreement and all documents to be executed in connection with this Agreement and the taking by Seller of any and all actions necessary or advisable to consummate the transactions contemplated in this Agreement; (f) a certificate dated the Closing Date signed by an authorized officer of Seller certifying as to that the satisfaction of the closing conditions set forth specified in Section 8.1 Paragraphs 3.2(a), (b), (c) and Sections 8.2(a(e) through 8.2(c) (“Seller’s Closing Certificate”); andhave been fulfilled and that there is no litigation under Paragraph 3.2