Common use of Obligations of Purchaser at Closing Clause in Contracts

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the Sellers of their obligations pursuant to Section 8.2, the Purchaser shall deliver or cause to be delivered to the Sellers the following: (a) Wire transfers of each Seller’s respective share of the aggregate Purchase Price for the Membership Interests being sold by such Seller of immediately available funds into the account or accounts designated by each such Seller, as applicable, on or before the Closing Date; (b) A certificate by an authorized representative of the Purchaser, dated as of Closing, certifying on behalf of the Purchaser that the conditions set forth in Section 7.2(a) and Section 7.2(b) have been satisfied; (c) If required approvals are received by the Purchaser pursuant to a filing or application under Section 6.2, copies of those approvals; (d) A certificate from the Purchaser, dated the Closing Date and signed by an authorized person of the Purchaser, certifying as to the completeness and correctness of attached copies of (i) resolutions of such person (or its governing persons) approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser; and (ii) the incumbency and signatures of the signatories of the person executing this Agreement and any other certificate or document delivered in connection herewith on its behalf; and (e) Documentation evidencing that the D&O Tail Policy shall go into effect at or immediately following Closing.

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the Sellers Seller of their its obligations pursuant to Section 8.23.2, the Purchaser shall deliver or cause to be delivered to the Sellers Seller, the following: (a) Wire transfers of each Seller’s respective share a wire transfer of the aggregate Adjusted Purchase Price for the Membership Interests being sold Price, in same-day funds to an account of Seller designated in writing by such Seller of immediately available funds into the account or accounts designated by each such Seller, as applicable, on or before to Purchaser no later than two days prior to the Closing Date; (b) A four (4) duly executed counterparts of the Assignment Agreement; (c) four (4) originals of a certificate by an authorized representative Authorized Officer of the Purchaser, dated as of Closingthe Closing Date, certifying on behalf of the Purchaser that the conditions set forth in Section 7.2(aSections 7.1(a) and Section 7.2(b7.1(b) have been satisfied; (c) If required approvals are received by the Purchaser pursuant to a filing or application under Section 6.2, copies of those approvalsfulfilled; (d) A four (4) originals of a certificate from duly executed by the secretary or any assistant secretary of Purchaser, dated as of the Closing Date Date, (i) attaching, and signed by an authorized person certifying on behalf of the PurchaserPurchaser as complete and correct, certifying as to the completeness and correctness of attached copies of (iA) the certificate of formation and limited liability company agreement of Purchaser, each as in effect as of the Closing, (B) the resolutions of such person (or its governing persons) approving the managers of Purchaser authorizing the execution, delivery and performance by Purchaser of this Agreement and the consummation transactions contemplated hereby and (C) any required approval by the members of Purchaser of this Agreement and the transactions contemplated hereby by the Purchaser; and (ii) certifying on behalf of Purchaser the incumbency and signatures of the signatories each officer of the person Purchaser executing this Agreement and or any other certificate or document delivered in connection herewith on its behalfwith the Closing; and (e) Documentation evidencing any other agreements, instruments, or documents that are required by the D&O Tail Policy shall go into effect at terms of this Agreement under Article 7 to be delivered by Purchaser to Seller or immediately following Closingas otherwise reasonably requested by Seller to consummate the transactions contemplated hereby.

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the Sellers Seller of their its obligations pursuant to Section 8.2, the Purchaser shall deliver or cause to be delivered to the Sellers Seller, among other things, the following: (a) Wire transfers of each Seller’s respective share A wire transfer of the aggregate cash portion of the Purchase Price for the Membership Interests being sold by such Seller of immediately available in same-day funds into the to one account or accounts designated by each such Seller, as applicable, on or before the Closing Date; (b) A certificate by an authorized representative Counterparts of the Partial Assignment and Bxxx of Sale for each county or parish in the form attached hereto as Exhibit G, duly executed and acknowledged by Purchaser, dated as of Closing, certifying on behalf of the Purchaser that the conditions set forth in Section 7.2(a) sufficient duplicate originals to allow recording in all appropriate jurisdictions and Section 7.2(b) have been satisfiedoffices; (c) If Assignments in form required approvals are received by any Governmental Authority for the Purchaser pursuant assignment of any Assets controlled by such Governmental Authority, duly executed by Purchaser, in sufficient duplicate originals to a filing or application under Section 6.2, copies of those approvalsallow recording in all appropriate offices; (d) A certificate from duly executed by the secretary or any assistant secretary (or other authorized officer) of Purchaser, dated the Closing Date and signed by an authorized person as of the PurchaserClosing, certifying as to the completeness and correctness of attached copies of (i) attaching and certifying on behalf of Purchaser complete and correct copies of the resolutions of such person (the Board of Directors, managers, or its other equivalent governing persons) approving body of Purchaser authorizing the execution, delivery delivery, and performance by Purchaser of this Agreement and the consummation of the transactions contemplated hereby by the Purchaser; hereby, and (ii) certifying on behalf of Purchaser the incumbency and signatures of the signatories each officer of the person Purchaser executing this Agreement and or any other certificate or document delivered in connection herewith on its behalf; and (e) Documentation evidencing that with the D&O Tail Policy shall go into effect at or immediately following Closing.;

Obligations of Purchaser at Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, and subject to the simultaneous performance by the Sellers Seller of their its obligations pursuant to Section 8.23.2, the Purchaser shall deliver or cause to be delivered to the Sellers Seller the following: (a) Wire transfers of each Seller’s respective share a wire transfer of the aggregate Adjusted Purchase Price for the Membership Interests being sold Price, in same-day funds to an account of Seller designated in writing by such Seller of immediately available funds into the account or accounts designated by each such Seller, as applicable, on or before to Purchaser no later than two days prior to the Closing Date; (b) A four (4) duly executed counterparts of the Assignment Agreement; (c) four (4) originals of a certificate by an authorized representative Authorized Officer of the Purchaser, dated as of Closingthe Closing Date, certifying on behalf of the Purchaser that the conditions set forth in Section 7.2(aSections 7.1(a) and Section 7.2(b7.1(b) have been satisfied; (c) If required approvals are received by the Purchaser pursuant to a filing or application under Section 6.2, copies of those approvalsfulfilled; (d) A four (4) originals of a certificate from duly executed by the secretary or any assistant secretary of Purchaser, dated as of the Closing Date Date, (i) attaching, and signed by an authorized person certifying on behalf of the PurchaserPurchaser as complete and correct, certifying as to the completeness and correctness of attached copies of (iA) the certificate of formation and limited liability company agreement of Purchaser, each as in effect as of the Closing, (B) the resolutions of such person (or its governing persons) approving the managers of Purchaser authorizing the execution, delivery and performance by Purchaser of this Agreement and the consummation transactions contemplated hereby and (C) any required approval by the members of Purchaser of this Agreement and the transactions contemplated hereby by the Purchaser; and (ii) certifying on behalf of Purchaser the incumbency and signatures of the signatories each officer of the person Purchaser executing this Agreement and or any other certificate or document delivered in connection herewith on its behalfwith the Closing; and (e) Documentation evidencing any other agreements, instruments, or documents that are required by the D&O Tail Policy shall go into effect at terms of this Agreement under Article 7 to be delivered by Purchaser to Seller or immediately following Closingas otherwise reasonably requested by Seller to consummate the transactions contemplated hereby.