Common use of Parent's Closing Date Deliveries Clause in Contracts

Parent's Closing Date Deliveries. Subject to -------------------------------- fulfillment or waiver (where permissible) of the conditions set forth in Article ------- X, at the Closing Parent shall deliver to Buyer all of the following: - (a) Copies of the Certificate of Incorporation or Certificate of Formation, as the case may be, of each of Parent, SMHC and Strategic certified as of a recent date by the Secretary of State of the State of Delaware; (b) Copies of SVM Canada's Articles of Incorporation certified as of a recent date by the Director of the Canadian governmental agency charged with administering the Canada Business Corporations Act; (c) Certificate of good standing of each of Parent, SMHC and Strategic issued as of a recent date by the Secretary of State of the State of Delaware; (d) Certificate of good standing of SVM Canada issued as of a recent date by the Director of the Canadian governmental agency charged with administering the Canada Business Corporations Act; (e) Certificate of the secretary or an assistant secretary of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation, Certificate of Limited Partnership or Articles of Incorporation, as the case may be, of such Seller since the date specified in clause (a) or (b) above; (ii) the By-Laws or Limited Partnership Agreement, as the case may be, of such Seller; (iii) the resolutions of the Board of Directors (or a duly authorized committee thereof) or general partner, in the case of Strategic, of such Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which such Seller is a party and the transactions contemplated hereby and thereby; and (ii) incumbency and signatures of the officers of such Seller executing this Agreement and any Seller Ancillary Agreement; (f) Copies of the Certificate or Articles of Incorporation, Certificate of Formation or Certificate of Limited Partnership, as the case may be, of each of SMMS Inc., QRC, CMIG, SMDMC, HEA and SMMSLP certified as of a recent date by the Secretary of State of the State of Delaware, Wisconsin or Illinois, as applicable; (g) Copies of MS Canada's Articles of Incorporation certified as of a recent date by the Director of the Canadian governmental agency charged with administering the Canada Business Corporations Act; (h) Certificate of good standing of each of SMMS Inc., QRC, CMIG, SMDMC, HEA and SMMSLP issued as of a recent date by the Secretary of State of the State of Delaware, Wisconsin or Illinois, as applicable; (i) Certificate of good standing of MS Canada issued as of a recent date by the Director of the Canadian governmental agency charged with administering the Canada Business Corporations Act; (j) Certificate of the secretary or an assistant secretary of each Conveyed Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation, Certificate of Formation, Certificate of Limited Partnership or Articles of Incorporation, as the case may be, of such Conveyed Company since the date specified in clause (f) or (g) above; (ii) the By-Laws, Operating Agreement or Limited Partnership Agreement, as the case may be, of such Conveyed Company; and (iii) any resolutions of the Board of Directors, managing member or general partner of such Conveyed Company relating to the transactions contemplated by this Agreement; (k) The certificate(s) representing the Shares, duly endorsed to Buyer or accompanied by duly executed stock powers; (l) The SMHC Instrument of Assignment and Assumption, duly executed by SMHC; (m) The Strategic Instrument of Assignment and Assumption, duly executed by Strategic; (n) An Instrument of Assignment and Assumption with respect to each of the Assumed Agreements, duly executed by a Company and Parent or an Affiliate of Parent, as appropriate; (o) All consents, waivers or approvals obtained by Sellers or the Conveyed Companies with respect to the consummation of the transactions contemplated by this Agreement; (p) The certificates contemplated by Section 9.1 and Section 9.2, duly ----------- ----------- executed by a duly authorized officer of Parent; (q) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements, Lease Agreement and Technology License Agreement, each duly executed by Parent or the appropriate Affiliate of Parent, and any Company that is a party thereto, as applicable; (s) The written resignations of the directors of each Company; and (t) One or more certificates, in form and substance reasonably satisfactory to Buyer, certifying that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Code by reason of each Seller (other than SVM Canada) being a U.S. person for purposes of such Section.

Parent's Closing Date Deliveries. Subject to -------------------------------- fulfillment or waiver (where permissible) of the conditions set forth in Article ------- ARTICLE X, at the Closing Parent shall deliver to Buyer all of the following: -: (a) Copies of the Certificate of Incorporation or Certificate of Formation, as the case may be, of each of Parent, SMHC and Strategic certified as of a recent date by the Secretary of State of the State of Delaware; (b) Copies of SVM Canada's Articles of Incorporation certified as of a recent date by the Director of the Canadian governmental agency charged with administering the Canada Business Corporations Act; (c) Certificate of good standing of each of Parent, SMHC and Strategic issued as of a recent date by the Secretary of State of the State of Delaware; (d) Certificate of good standing of SVM Canada issued as of a recent date by the Director of the Canadian governmental agency charged with administering the Canada Business Corporations Act; (e) Certificate of the secretary or an assistant secretary of each Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation, Certificate of Limited Partnership or Articles of Incorporation, as the case may be, of such Seller since the date specified in clause (a) or (b) above; (ii) the By-Laws or Limited Partnership Agreement, as the case may be, of such Seller; (iii) the resolutions of the Board of Directors (or a duly authorized committee thereof) or general partner, in the case of Strategic, of such Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which such Seller is a party and the transactions contemplated hereby and thereby; and (ii) incumbency and signatures of the officers of such Seller executing this Agreement and any Seller Ancillary Agreement; (f) Copies of the Certificate or Articles of Incorporation, Certificate of Formation or Certificate of Limited Partnership, as the case may be, of each of SMMS Inc., QRC, CMIG, SMDMC, HEA and SMMSLP certified as of a recent date by the Secretary of State of the State of Delaware, Wisconsin or Illinois, as applicable; (g) Copies of MS Canada's Articles of Incorporation certified as of a recent date by the Director of the Canadian governmental agency charged with administering the Canada Business Corporations Act; (h) Certificate of good standing of each of SMMS Inc., QRC, CMIG, SMDMC, HEA and SMMSLP issued as of a recent date by the Secretary of State of the State of Delaware, Wisconsin or Illinois, as applicable; (i) Certificate of good standing of MS Canada issued as of a recent date by the Director of the Canadian governmental agency charged with administering the Canada Business Corporations Act; (j) Certificate of the secretary or an assistant secretary of each Conveyed Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the Certificate of Incorporation, Certificate of Formation, Certificate of Limited Partnership or Articles of Incorporation, as the case may be, of such Conveyed Company since the date specified in clause (f) or (g) above; (ii) the By-Laws, Operating Agreement or Limited Partnership Agreement, as the case may be, of such Conveyed Company; and (iii) any resolutions of the Board of Directors, managing member or general partner of such Conveyed Company relating to the transactions contemplated by this Agreement; (k) The certificate(s) representing the Shares, duly endorsed to Buyer or accompanied by duly executed stock powers; (l) The SMHC Instrument of Assignment and Assumption, duly executed by SMHC; (m) The Strategic Instrument of Assignment and Assumption, duly executed by Strategic; (n) An Instrument of Assignment and Assumption with respect to each of the Assumed Agreements, duly executed by a Company and Parent or an Affiliate of Parent, as appropriate; (o) All consents, waivers or approvals obtained by Sellers or the Conveyed Companies with respect to the consummation of the transactions contemplated by this Agreement; (p) The certificates contemplated by Section SECTION 9.1 and Section SECTION 9.2, duly ----------- ----------- executed by a duly authorized officer of Parent; (q) The Manufacturing Agreement, Transitional Services Agreement, Trademark License Agreements, Lease Agreement and Technology License Agreement, each duly executed by Parent or the appropriate Affiliate of Parent, and any Company that is a party thereto, as applicable; (r) Legal opinion of Sidley Xxxxxx Xxxxx & Xxxx, the general counsel of Parent or other internal counsel of Parent or any Company to the effect set forth in EXHIBIT L, reasonably satisfactory to Buyer and its counsel; (s) The written resignations of the directors of each Company; and (t) One or more certificates, in form and substance reasonably satisfactory to Buyer, certifying that the transactions contemplated by this Agreement are exempt from withholding under Section 1445 of the Code by reason of each Seller (other than SVM Canada) being a U.S. person for purposes of such Section.