Common use of Documents to Be Delivered at Closing Clause in Contracts

Documents to Be Delivered at Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following (all of which shall be in forms reasonably satisfactory to Buyer): (i) a copy of resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement by Seller and a certificate of an officer or director of Seller, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; (ii) the certificate referred to in Section 7.1(c); (iii) the written resignations of the directors of Terex B.V. and each Subsidiary; (iv) the Escrow Agreement; (v) any Taxes and recording and filing fees required to be paid by Seller pursuant to Section 6.6; and (vi) such other documents, instruments and writings as Buyer may reasonably request in order to effectuate the transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) payment of the Terex B.V. Purchase Price and evidence of the wire transfer referred to in Section 2.2; (ii) a copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer, and a certificate of an officer or director of Buyer dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; (iii) the certificate referred to in Section 7.2(c); (iv) the Escrow Agreement; (v) the notarial deed described in Section 3.1(b); and (vi) evidence of the appointment by Buyer of the directors of Terex B.V. and each Subsidiary.

Documents to Be Delivered at Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following (all of which shall be in forms reasonably satisfactory to Buyer): (i) bills of sale, assignments and assumptions of leases, assignments and assumptions of contracts, a limited warranty deed for the Owned Property, assignments of Intellectual Property and such other instruments of transfer and assignment of the Princeton Assets; (ii) a copy of resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement by Seller and a certificate of an officer the secretary or director assistant secretary of Seller, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; (iiiii) the certificate referred to in Section 7.1(c); (iii) the written resignations of the directors of Terex B.V. and each Subsidiary; (iv) the Escrow Agreement; (v) any Taxes the legal opinion of Xxxx X Xxxxx, counsel to Seller, dated the Closing Date and recording and filing fees required addressed to be paid by Seller pursuant to Section 6.6Buyer, covering the matters listed on Exhibit D attached hereto; and (vi) such other documents, instruments and writings as Buyer may reasonably request in order to effectuate the transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) payment of the Terex B.V. Princeton Purchase Price and evidence of the wire transfer referred to in Section 2.2; (ii) instruments of assumption of the Princeton Liabilities (collectively, the "Assumption") in form reasonably satisfactory to the parties; (iii) a copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer, and a certificate of an officer its secretary or director of Buyer assistant secretary, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; (iiiiv) the certificate referred to in Section 7.2(c); (ivv) the Escrow Agreement; (vvi) the notarial deed described in Section 3.1(b)legal opinion of Reinhart, Boerner, Van Deuren, Xxxxxx & Rieselbach, s.c., counsel to Buyer, dated the Closing Date and addressed to Seller, and covering the matters listed on Exhibit E attached hereto; and (vivii) evidence of the appointment any taxes and recording and filing fees required to be paid by Buyer of the directors of Terex B.V. and each Subsidiarypursuant to Section 6.6.

Documents to Be Delivered at Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer deliver the following (all of which shall be in forms reasonably satisfactory items to Buyer): : (i) Settlement Statement; (ii) a copy general warranty xxxx of sale to the Assets; (iii) such other customary closing documents as needed for the sale of Assets; (iv) consents to assignments and estoppel certificates relating to any contracts to be assigned and assumed in a mutually agreeable form; (v) an assignment and assumption agreement with respect to any contracts to be assumed in a form reasonably acceptable to Buyer; (vi) corporate resolutions of the board of shareholders and directors of Seller authorizing the executionsale contemplated hereby; (viii) a closing certificate certifying compliance and/or satisfaction of all items set forth in Item 22(a), delivery (b) and performance (e); and (ix) an opinion of this Agreement by Seller and a certificate of an officer or director of Messr’s Bouhan, Xxxxxxxx & Xxxx LLP, counsel to Seller, dated in the Closing Date, that such resolutions were duly adopted and are in full force and effect; (ii) the certificate referred to in Section 7.1(cform attached hereto as Schedule 23(a); (iii) the written resignations of the directors of Terex B.V. and each Subsidiary; (iv) the Escrow Agreement; (v) any Taxes and recording and filing fees required to be paid by Seller pursuant to Section 6.6; and (vi) such other documents, instruments and writings as Buyer may reasonably request in order to effectuate the transactions contemplated by this Agreement. (b) At the Closing, Parent and Buyer shall execute and/or deliver to Seller the following: following items: (i) payment of the Terex B.V. Purchase Price and evidence of the wire transfer referred to in Section 2.2; Settlement Statement; (ii) a copy closing certificate certifying compliance and/or satisfaction of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer, and a certificate of an officer or director of Buyer dated the Closing Date, that such resolutions were duly adopted and are all items set forth in full force and effect; Item 23; (iii) the certificate referred to shares of Common Stock of Parent comprising the Closing Component registered in Section 7.2(c); the denominations and names designated by Seller; (iv) the Escrow Agreement; (v) the notarial deed described in Section 3.1(b); and (vi) evidence a copy, if available, of the appointment by Buyer Registration Statement on Form S-3 for filing for such shares with the Commission pursuant to the ’33 Act and copies of filings under applicable state blue sky or securities laws of the directors states of Terex B.V. Georgia and each SubsidiaryFlorida in connection with the issuance of Parent’s said Common Stock; and an opinion of Messr’s Ellis, Painter, Xxxxxxxxx & Xxxxx LLP, counsel to Parent and Buyer in the form attached hereto as Schedule 22(d).

Documents to Be Delivered at Closing. (a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following (all of which shall be in forms reasonably satisfactory to Buyer): (i) bills of sale, assignments and assumptions of leases, assignments and assumptions of contracts, and other instruments of transfer and assignment of the German Truck-Mounted Assets; (ii) a copy of resolutions of the board of managing directors of Seller authorizing the execution, delivery and performance of this Agreement by Seller and a certificate of an officer the secretary or director assistant secretary of Seller, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; (iiiii) the certificate referred to in Section 7.1(c); (iii) the written resignations of the directors of Terex B.V. and each Subsidiary; (iv) the escrow agreement attached hereto as Exhibit C (the "Escrow Agreement; (v) any Taxes and recording and filing fees required to be paid by Seller pursuant to Section 6.6"); and (viv) such other documents, instruments and writings as Buyer may reasonably request in order to effectuate the transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) payment of the Terex B.V. Purchase Price and evidence of the wire transfer referred to in Section 2.2; (ii) instruments of assumption of the Assumed German Liabilities (collectively, the "Assumption") in form reasonably satisfactory to the parties; (iii) a copy of the resolutions of the board of managing directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer, and a certificate of an officer its secretary or director of Buyer assistant secretary, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; (iiiiv) the certificate referred to in Section 7.2(c); (ivv) the Escrow Agreement; (v) the notarial deed described in Section 3.1(b); and (vi) evidence of the appointment any taxes and recording and filing fees required to be paid by Buyer of the directors of Terex B.V. and each Subsidiarypursuant to Section 6.6.

Documents to Be Delivered at Closing. (a) At the Closing, Seller Terex and Sellers shall deliver, or cause to be delivered, to Buyer the following (all of which shall be in forms reasonably satisfactory to Buyer):following: (i) certificates representing the Shares (together with all rights then or thereafter attaching thereto), with valid stock powers attached or, with respect to the Clark Germany Sharex, x notarial deed or deeds; (ii) bills of sale, assignments and assumptions of leases, assignments and assumptions of contracts, a deed for the Owned Property and such other instruments of transfer and assignment of the CMHC Assets; (iii) a copy of resolutions of the board of directors of Terex and each Seller authorizing the execution, delivery and performance of this Agreement by Terex and such Seller and a certificate of an officer the secretary or director assistant secretary of Terex and each Seller, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; (iiiv) a certificate, dated the Closing Date, of the President or a Vice President of Terex and each Seller certifying that the representations and warranties specified in Sections 4.27 and 4.28 are true and correct; it being understood that (A) for the purposes of the certificate delivered pursuant to this Section 7.3(a)(iv), the representations and warranties of Terex and Sellers specified in Sections 4.27 and 4.28 shall be true and correct in all material respects unless the facts, events or circumstances giving rise to any untruths or inaccuracies in such representations or warranties are such as to result in a Material Adverse Change and (B) the certificate referred foregoing standard of materiality shall not apply in connection to in Section 7.1(c)any claims for indemnification by Buyer under Article 9 hereof; (iiiv) an affidavit of Sellers required by Section 1445(b)(2) of the Code; (vi) opinion of general counsel of Terex in the form attached hereto as Exhibit A; (vii) the written resignations of the directors and officers of Terex B.V. each of the Companies and each SubsidiarySubsidiaries as Buyer shall request at least five business days prior to Closing; (ivviii) stock powers, notarial deeds and other instruments necessary to transfer to Buyer or its nominees, without additional consideration, Shares owned by any person other than the Escrow Agreement; (v) any Taxes Sellers, including, but not limited to, the directors and recording and filing fees required to be paid by Seller pursuant to Section 6.6employees of the Companies referenced on Schedule 4.5; and (viix) such other documents, instruments and writings an agreement relating to the distribution of parts through the Terex Distribution Center substantially in the form attached as Buyer may reasonably request in order to effectuate the transactions contemplated by this Agreement.Exhibit B. (b) At the Closing, Buyer shall deliver to Seller Terex and Sellers the following: (i) payment of the Terex B.V. Purchase Price and evidence of the wire transfer referred to in Section 2.2; (ii) instruments of assumption of the CMHC Liabilities (collectively, the "Assumption"); and (iii) a copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer, and a certificate of an officer its secretary or director of Buyer assistant secretary, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; (iii) the certificate referred to in Section 7.2(c); (iv) the Escrow Agreement; (v) the notarial deed described in Section 3.1(b); and (vi) evidence of the appointment by Buyer of the directors of Terex B.V. and each Subsidiary.

Documents to Be Delivered at Closing. (a) BY SELLER. At the Closing, Seller shall deliverdeliver to Purchaser the following: (a) a share transfer form in respect of the Subsidiary Shares, signed by Seller and completed in the name of Purchaser; (b) the Company's share registry; (c) an executed copy of the Short-Form Stock Purchase Agreement; (d) letters of resignation of the officers of the Company; (e) an executed copy of the Lock-Up Agreement; (f) an assignment and assumption agreement with respect to the Seller Software, the Other Software, the Seller Trademarks, StorageTek Agreement and the US Reseller Agreements (the "Assignment and Assumption Agreement"); (g) an executed copy of the Registration Rights Agreement (the documents in clauses 5.1 (a), (c), (e), (f) and (g) collectively referred to as the "Seller Ancillary Documents"); (h) a certificate of Good Standing (or cause to be deliveredthe equivalent thereof) of each of the Company and the Seller issued by their respective jurisdiction of formation, to Buyer dated within 30 days of the following (all of which shall be in forms reasonably satisfactory to Buyer):Closing; and (i) a copy of resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement by Seller and a A certificate of an officer or director of Seller, dated as of the Closing DateClosing, executed by the Secretary of Seller certifying that the resolutions, as attached to such certificate, were duly adopted by such Seller's board of directors, authorizing and approving the execution of this Agreement and all other agreements to be expected and delivered by Seller hereunder or in connection herewith and the consummation of the transactions contemplated hereby and thereby and that such resolutions were duly adopted and are remain in full force and effect; (ii) the certificate referred to in Section 7.1(c); (iii) the written resignations of the directors of Terex B.V. and each Subsidiary; (iv) the Escrow Agreement; (v) any Taxes and recording and filing fees required to be paid by Seller pursuant to Section 6.6; and (vi) such other documents, instruments and writings as Buyer may reasonably request in order to effectuate the transactions contemplated by this Agreement. (b) At the Closing, Buyer shall deliver to Seller the following: (i) payment of the Terex B.V. Purchase Price and evidence of the wire transfer referred to in Section 2.2; (ii) a copy of the resolutions of the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer, and a certificate of an officer or director of Buyer dated the Closing Date, that such resolutions were duly adopted and are in full force and effect; (iii) the certificate referred to in Section 7.2(c); (iv) the Escrow Agreement; (v) the notarial deed described in Section 3.1(b); and (vi) evidence of the appointment by Buyer of the directors of Terex B.V. and each Subsidiary.