Common use of Receipt of Closing Deliverables Clause in Contracts

Receipt of Closing Deliverables. Buyer shall have received each of the following agreements, instruments and other documents (provided, however, that such receipt shall not be deemed to be an agreement by Buyer that the amounts set forth on the Company Closing Financial Certificate or the Spreadsheet or any of the other agreements, instruments or documents set forth below in this Section 7.3(d) is accurate and shall not diminish Buyer’s remedies hereunder if any of such documents is not accurate): (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer (on behalf of itself, the US Subsidiary and the Sellers), to the effect that each of the conditions set forth in Section 7.3(a) has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, certifying (a) the Company Articles, (b) the Company’s board resolutions approving the Share Exchange and adopting this Agreement, and (c) the incumbency of each of the Company’s officers authorized to sign, on behalf of the Company, this Agreement and the other Transaction Documents executed or to be executed and delivered by the Company pursuant to this Agreement; (iii) all of the certificates or instruments, which immediately prior to the Closing represented issued and outstanding Company Capital Stock, together with duly executed share transfer deeds, in a form reasonably acceptable to Buyer; (iv) a certificate from the Secretary of State of the State of Delaware dated within three (3) Business Days prior to the Closing Date certifying that the US Subsidiary is in good standing and that all applicable State of Delaware corporate Taxes and fees of the US Subsidiary through and including the Closing Date have been paid; (v) the Spreadsheet (as such term is defined in Section 6.5) completed to include all of the information specified in Section 6.5 in a form acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company (on behalf of the Company), dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete as of the Closing Date and as of immediately prior to the Closing; (vi) the Company Closing Financial Certificate; (vii) letters of resignation from each officer of the Company and the US Subsidiary and from each member of the board of directors of the Company and the US Subsidiary; (viii) copies of the Founder Stock Restriction Agreements executed by each Founder Seller; (ix) copies of the Buyer offer letters and/or employment agreements for the Continuing Employees executed by each Continuing Employee; (x) a copy of the Escrow Agreement executed by the Sellers, the Company, the Sellers’ Representative and the Escrow Agent; and (xi) evidence satisfactory to Buyer of the giving of notice, or receipt of consent to assignment, termination or amendment, as applicable and pursuant to the methodologies set forth on and for each of the Contracts listed on Exhibit B.

Receipt of Closing Deliverables. Buyer The Purchaser shall have received each (or in the case of clause (iv) below, shall have had made available to it (at the premises of the following agreements, instruments and other documents (provided, however, that such receipt shall not be deemed to be an agreement by Buyer that the amounts set forth on the Company Closing Financial Certificate or the Spreadsheet or any of the other agreements, instruments or documents set forth below in this Section 7.3(d) is accurate and shall not diminish Buyer’s remedies hereunder if any of such documents is not accurateotherwise)): (i) a certificate, dated as the shareholders’ registers (registre des mouvements de titres) and the shareholders’ individual accounts (comptes d’actionnaires) of the Closing Date and executed on behalf Company, duly reflecting the transfer of the Company by its Chief Executive Officer (on behalf of itself, the US Subsidiary and the Sellers), Purchased Shares to the effect that each Purchaser free and clear of the conditions set forth in Section 7.3(a) has been satisfiedany Lien; (ii) a certificate, dated as the relevant shares transfer forms (ordre de mouvement) in respect of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, certifying (a) the Company Articles, (b) the Company’s board resolutions approving the Share Exchange and adopting this Agreement, and (c) the incumbency of each of the Company’s officers authorized to sign, on behalf of the Company, this Agreement and the other Transaction Documents executed or to be executed and delivered by the Company Purchased Shares transferred pursuant to this Agreement, executed by the Sellers and completed with the name of the Purchaser; (iii) all the three (3) originals of the certificates or instruments, which immediately prior tax transfer form (formulaire cerfa n°2759 DGI) with respect to the Closing represented issued transfer of the Purchased Shares, duly completed and outstanding Company Capital Stock, together with duly executed share transfer deeds, in a form reasonably acceptable to Buyerby the Sellers; (iv) a certificate from in respect of each Group Member, all governing documents, the Secretary of State of corporate seal, updated share register and all minute books and other statutory books (which shall record all proceedings up to Closing) or such equivalent items in the State of Delaware dated within three (3) Business Days prior to the Closing Date certifying relevant jurisdiction as are kept by each Group Member or that the US Subsidiary is in good standing and that all applicable State of Delaware corporate Taxes and fees of the US Subsidiary through and including the Closing Date have been paidlaw requires it to keep; (v) the Spreadsheet (as such term is defined in Section 6.5) completed to include all a copy of the information specified in Section 6.5 in a form acceptable to Buyer and a certificate written waiver letters duly executed by the Chief Executive Officer employees of the Company, waiving their right to buy the Company in accordance with article L. 23-10-1 et seq. of the French Commercial Code and a copy of the opinion of the works council (comité social et économique) of the relevant Group Member with respect to the Acquisition; (vi) a copy of information notices sent to, and of waivers received from the banks and financing institutions providing for the maintenance and non-repayment of the non- refinanced existing Indebtedness listed in Schedule 7.2(e)(vi); (vii) the evidence of the confirmation that the Existing Liens granted in connection with the Refinanced Existing Indebtedness shall be discharged on the Closing Date, subject to the full repayment by the Purchaser or the relevant Group Company of the Refinanced Existing Indebtedness; (viii) the evidence of the notification to the Persons listed in Schedule 7.2(e)(viii) of the change of Control of the Company arising from the Closing, if required by the Purchaser upon notice to the Sellers’ Representative within thirty (on behalf of 30) Business Days following the Company)date hereof; (ix) certificates, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete as executed by a duly authorized officer of the Closing Date Company in the form attached hereto as Exhibit C, certifying the satisfaction of the conditions set forth in Sections 7.1(a), 7.1(b), 7.2(a), 7.2(b) and as of immediately prior to the Closing7.2(d); (vix) the Company Estimated Closing Financial Balance Sheet and the Closing Certificate; (viixi) letters the written resignations of resignation the directors and employees of the Group listed in Schedule 7.2(e)(xi)(a) (the “Resigning Persons”), together with a written acknowledgment from each officer such Resigning Persons that he or she has no claim whatsoever against the Group; (xii) true and correct copies of (A) resolutions of the boards of directors and the shareholders of the Company, and notably a certified copy of the minutes of the Company’s strategic committee (comité stratégique) decision to approve the Acquisition in accordance with the shareholders’ agreement of the Company dated February 8, 2018 (B) the necessary corporate organs of each Seller, in each case, authorizing the entry into this Agreement, the consummation of the Acquisition and the US Subsidiary and from each member of the board of directors of the Company and the US Subsidiaryother transactions contemplated hereby; (viiixiii) copies to the extent applicable, a certificate from the Secretary of State or other appropriate official in each jurisdiction in which each of Group Member is qualified to do business to the Founder Stock Restriction Agreements executed by effect that such Group Member is in good standing (or the equivalent thereof) in such jurisdiction, in each Founder Sellercase to the extent that the relevant jurisdiction provides such a certificate; (ixxiv) copies a waiver to the Company’s shareholders’ agreement applicable provisions and a termination deed of the Buyer offer letters and/or employment agreements for the Continuing Employees executed by each Continuing EmployeeCompany’s shareholders’ agreement evidencing that such shareholders’ agreement shall be terminated without any notice nor any claims once Closing has occurred; (xxv) a certificate of good standing of Vision Systems North America in its jurisdiction of incorporation dated within ten (10) days of Closing Date; (xvi) an agreement by which Xx. Xxxx Xxxxxx (i) confirms, for the past, the assignment of all its intellectual property rights in its inventions to the relevant Group Members which own patents/patent applications for which he is cited as an inventor and (ii) assigns, for the future, said rights to the relevant Group Member; (xvii) termination instruments in respect of all terminated agreements set forth in Schedule 7.2(e)(xiv); (xviii) a copy of the Escrow Agreement duly executed by the Individual Sellers, the Company, the Sellers’ Representative and the Escrow Agent; and (xixix) evidence satisfactory signed employment agreement, including IP assignment appendices, of Ms Xxxxxxxxx Xxxxx with a Subsidiary, in form to Buyer of be attached hereto upon Closing (the giving of notice, or receipt of consent to assignment, termination or amendment, as applicable and pursuant to the methodologies set forth on and for each of the Contracts listed on Exhibit B.“Individual Seller Employment Agreement”).

Receipt of Closing Deliverables. Buyer shall have received each of the following agreements, instruments and other documents (provided, however, that such receipt shall not be deemed to be an agreement by Buyer that the amounts set forth on the Estimated Company Closing Financial 2013 Revenue Certificate or the Spreadsheet or any of the other agreements, instruments or documents set forth below in this Section 7.3(d7.3(e) is accurate and shall not diminish Buyer’s remedies hereunder if any of such documents is not accurate): (i) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer (on behalf of itself, the US Israeli Subsidiary and the Sellers), to the effect that each of the conditions set forth in clause (a) of Section 7.3(a) 7.3 has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive OfficerSecretary, certifying (a) the Company ArticlesCharter Documents, (b) the Company’s board resolutions approving the Share Exchange and adopting this Agreement, and (c) the incumbency of each of the Company’s officers authorized to sign, on behalf of the Company, this Agreement and the other Transaction Documents executed or to be executed and delivered by the Company pursuant to this Agreement; (iii) all of the certificates or instruments, which immediately prior to the Closing represented issued and outstanding Company Capital Stock, together with duly executed share transfer deeds, in a form reasonably acceptable to Buyer; (iv) a certificate from the Secretary of State of the State of Delaware dated within three (3) Business Days prior to the Closing Date (and with respect to the certification to be issued by the Israeli Registrar of Companies, as soon as practicable prior to the Closing) certifying that that, as applicable, the US Company and the Israeli Subsidiary is in good standing and that all applicable State of Delaware corporate Taxes and fees of the US Company and the Israeli Subsidiary through and including the Closing Date have been paid; (viv) the Spreadsheet (as such term is defined in Section 6.5) completed to include all of the information specified in Section 6.5 in a form acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company (on behalf of the Company), dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete as of the Closing Date and as of immediately prior to the Closing; (v) the Estimated Company Closing 2013 Revenue Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations as the Buyer reasonably determines to be necessary for Buyer to verify and determine the Estimated 2013 Revenue Amount; (vi) a copy of the Company Closing Financial Certificate104 Escrow Agreement executed by Gur Xxxxx and the Escrow Agent; (vii) letters of resignation from each officer of the Company and the US Subsidiary and from each member of the board of directors of the Company and the US Subsidiary; (viii) copies of the Founder Stock Restriction Agreements executed by each Founder Seller; (ix) copies of the Buyer offer letters and/or employment agreements for the Continuing Employees executed by each Continuing Employee; (x) a copy of the 102 Escrow Agreement executed by the Sellers, the Company, each of the Sellers’ Representative Sellers (except Gur Xxxxx), and the Escrow Agent; and (xiviii) evidence satisfactory a counterpart signature page to Buyer of the giving of notice, or receipt of consent to assignment, termination or amendment, as applicable this Agreement executed and pursuant to the methodologies set forth on and for delivered by each of the Contracts listed on Exhibit B.Xxxx Xxxxxxx and Xxxx Xxxxxxxx in their respective direct capacities (rather than by Gur Xxxxx or any other Person as a proxy, attorney, Agent or similar a capacity).

Receipt of Closing Deliverables. Buyer The Purchaser shall have received received: (i) the share certificates representing each Seller’s Relevant Purchased Shares to be sold by the Seller hereunder, or an affidavit of loss in lieu thereof (in form attached hereto as Exhibit G) together with related share transfer deeds in the form attached hereto as Exhibit H, duly executed by each of the following agreements, instruments and other documents Sellers; (provided, however, that such receipt shall not be deemed to be an agreement by Buyer that ii) a copy of the amounts set forth on shareholders’ register of the Company Closing Financial Certificate or certified by the Spreadsheet or any CEO of the other agreementsCompany evidencing the registration of the transfer of ownership to the Purchaser of the Purchased Shares in the Company, instruments or documents set forth below effective as of the Closing, in this Section 7.3(d) is accurate and shall not diminish Buyer’s remedies hereunder if any of such documents is not accurate):the form attached hereto as Exhibit I; (iiii) a duly executed share certificate in the name of Purchaser, dated as of the Closing Date, representing the Purchased Shares so acquired by the Purchaser at Closing; (iv) a certificate, dated as of the Closing Date and Date, executed on behalf by a duly authorized officer of the Company by its Chief Executive Officer (on behalf of itselfin the form attached hereto as Exhibit J, certifying the US Subsidiary and the Sellers), to the effect that each satisfaction of the conditions set forth in Section 7.3(aSections 7.2(a) has been satisfied; (ii) a certificate, dated as of the Closing Date and executed on behalf of the Company by its Chief Executive Officer, certifying (a) the Company Articles, (b) the Company’s board resolutions approving the Share Exchange and adopting this Agreement, and (c) the incumbency of each of the Company’s officers authorized to sign, on behalf of the Company, this Agreement and the other Transaction Documents executed or to be executed and delivered by the Company pursuant to this Agreement; (iii) all of the certificates or instruments, which immediately prior to the Closing represented issued and outstanding Company Capital Stock, together with duly executed share transfer deeds, in a form reasonably acceptable to Buyer; (iv) a certificate from the Secretary of State of the State of Delaware dated within three (3) Business Days prior to the Closing Date certifying that the US Subsidiary is in good standing and that all applicable State of Delaware corporate Taxes and fees of the US Subsidiary through and including the Closing Date have been paid7.2(b); (v) the Spreadsheet (as such term is defined in Section 6.5) completed to include all of the information specified in Section 6.5 in a form acceptable to Buyer and a certificate executed by the Chief Executive Officer of the Company (on behalf of the Company)Estimated Closing Statement, dated as of the Closing Date, certifying that such Spreadsheet is true, correct and complete as executed by a duly authorized officer of the Closing Date and as of immediately prior to the ClosingCompany; (vi) a letter of resignation (which shall include waiver and release) in the form attached hereto as Exhibit K, duly executed by each director of the Company Closing Financial Certificateand any of its Subsidiaries; (vii) letters of resignation from each officer of the Company Option Cancellation Agreement and Warrant Cancellation Agreement duly executed by the US Subsidiary and from each member of the board of directors of the Company and the US Subsidiaryparties thereto; (viii) copies of the Founder Stock Restriction Agreements executed by each Founder Seller; (ix) copies of the Buyer offer letters and/or employment agreements for the Continuing Employees executed by each Continuing Employee; (x) a copy of the Escrow Agreement duly executed by the Sellers, the Company, the Sellers’ Representative and the Escrow Agent; and; (ix) the Paying Agent Agreement duly executed by the Sellers’ Representative and the Paying Agent; (x) a duly executed counterpart of the Shareholders’ Agreement, countersigned by the Company and FF3, dated as of the Closing Date; (xi) evidence a duly signed valid and effective payoff letter (duly signed by each party thereto), in the form reasonably satisfactory to Buyer the Purchaser, from each Banking Institution specifying the amount to be paid by or on behalf of the giving Company Group on the Closing Date to discharge in full all amounts outstanding under the relevant agreements with the Banking Institutions in order to enable the release of notice, all Liens granted by or receipt over the assets or shares of consent to assignment, termination on the Company (or amendment, as applicable and pursuant any of its Subsidiaries) upon payment of the amount set forth therein on the Closing Date in a form reasonably satisfactory to the methodologies set forth on Purchaser (collectively, the “Banking Institutions Payoff Amount” and for each of the Contracts listed on Exhibit B.“Banking Institutions Payoff Letters”, respectively);