Common use of Seller Deliverables Clause in Contracts

Seller Deliverables. At the Closing, Seller and the Company, as applicable, shall deliver to Buyer each of the following: (i) stock certificates evidencing all of the Shares, accompanied by appropriate stock powers or other instruments of transfer duly executed in blank with respect to all such stock certificates; (ii) counterparts of the Transaction Documents to which Seller is a party (other than this Agreement) duly executed by Seller; (iii) resignations from each of the directors and executive officers of the Group Companies, other than those directors and officers designated in writing by Buyer to Seller at least three (3) Business Days prior to the Closing; (iv) a certificate signed by an executive officer of the Company, stating that the conditions specified in Section 7.1(a), Section 7.1(b) and Section 7.1(c) have been satisfied; (v) a certificate, dated as of the Closing Date, signed by the Secretary, Assistant Secretary or corollary officer of the Company, certifying that attached thereto are complete and correct copies of (A) each Group Company’s Governing Documents and (B) all requisite resolutions adopted by the Company’s board of directors approving this Agreement and the Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby; (vi) all federal and state forms used to make a Section 338(h)(10) election requiring the signature of Seller, duly executed by the ESOP Trustee on behalf of Seller; (vii) certificates of non-foreign status in accordance with United States Treasury Regulations Section 1.1445-2(b)(2) executed on behalf of each of the Company and the Seller, respectively; and (viii) An amendment to the 2015 LTIP to determine the achievement of each performance metric set forth in the 2015 LTIP as of the Closing, in a form subject to the prior review and approval of Buyer.

Seller Deliverables. At the ClosingSeller shall have delivered, Seller and the Companyor caused to have been delivered, as applicable, shall deliver to Buyer each of the following: (ia) stock certificates a counterpart, executed by Seller, of an assignment of membership interests evidencing the assignment and transfer to Buyer of all of the SharesPurchased Interests, substantially in the form of Exhibit B (the “Purchased Interests Assignment Agreement”); (b) to the extent that the Purchased Interests are certificated, certificates representing all of the Purchased Interests duly endorsed by Seller (or accompanied by appropriate stock powers or other instruments of transfer duly executed in blank with respect to all such stock certificates; (ii) counterparts of the Transaction Documents to which Seller is a party (other than this Agreement) duly executed by Seller) for transfer to Buyer, and all books and records of the Companies in Seller’s possession; (iiic) resignations from each of the directors all original and executive officers of the Group Companiessubstitute Break-up L/C’s, other than those directors and officers designated in writing by Buyer to Seller at least three (3) Business Days prior to the Closingfor cancellation thereof; (ivd) a certificate signed by an executive officer executed counterpart of the Company, stating that the conditions specified in Section 7.1(a), Section 7.1(b) and Section 7.1(c) have been satisfiedDisaster Recovery Facility Lease; (ve) a certificate, dated as certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(b) with respect to Seller; (f) resolutions of the Closing Date, signed by the Secretary, Assistant Secretary or corollary officer of the Company, certifying that attached thereto are complete and correct copies of (A) each Group Company’s Governing Documents and (B) all requisite resolutions adopted by the Company’s board of directors approving of Seller certified by the Secretary or Assistant Secretary of Seller authorizing the execution and delivery of this Agreement and the Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby; (vi) all federal and state forms used to make a Section 338(h)(10) election requiring the signature of Seller, duly executed by the ESOP Trustee on behalf of Seller; (vii) certificates of non-foreign status in accordance with United States Treasury Regulations Section 1.1445-2(b)(2) executed on behalf of each of the Company and the Seller, respectivelyhereby; and (viiig) An amendment a certificate of the Secretary or Assistant Secretary of Seller as to the 2015 LTIP to determine the achievement of each performance metric set forth in the 2015 LTIP as incumbency of the Closing, in a form subject to Person executing this Agreement on behalf of Seller and the prior review and approval genuineness of Buyersuch Person’s signature.

Seller Deliverables. At the Closing, the Seller and shall have delivered to the Company, as applicable, shall deliver to Buyer each of the followingBuyer: (i) stock certificates evidencing all a certificate of its secretary, setting forth the Shares, accompanied by appropriate stock powers or other instruments of transfer duly executed certified organizational documents (as in blank with respect to all such stock certificates; (ii) counterparts of the Transaction Documents to which Seller is a party (other than this Agreement) duly executed by Seller; (iii) resignations from each of the directors and executive officers of the Group Companies, other than those directors and officers designated in writing by Buyer to Seller at least three (3) Business Days effect immediately prior to the Closing; (iv) a certificate signed by an executive officer of the Company, stating that the conditions specified in Section 7.1(a), Section 7.1(b) and Section 7.1(c) have been satisfied; (v) a certificateresolutions of its Board of Directors authorizing the execution, dated as delivery and performance of the Closing Date, signed by the Secretary, Assistant Secretary or corollary officer of the Company, certifying that attached thereto are complete and correct copies of (A) each Group Company’s Governing Documents and (B) all requisite resolutions adopted by the Company’s board of directors approving this Agreement and the Transaction Documents to which the Company is a party other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, and certifying that such organizational documents and resolutions have not been amended or rescinded and are in full force and effect; (viii) all federal and state forms used to make a Section 338(h)(10good standing certificate from the jurisdiction of its incorporation; (iii) election requiring the signature of Seller, duly executed by counterparts to this Agreement and all other Transaction Agreements to which the ESOP Trustee on behalf Seller is a party; (iv) a Bill of SellerSale, Assignment and Assumption Agreement in the form attached hereto as Exhibit A; (v) a duly executed IRS Form W-9; [***] [***]; (vii) such other bills of sale, deeds, assignments, certificates of non-foreign status title and other documents of transfer as may be reasonably requested by the Buyer in accordance with United States Treasury Regulations Section 1.1445-2(b)(2) executed on behalf of each order to convey to the Buyer good and marketable title to all of the Company Purchased Assets, free and clear of all Encumbrances, and in order to carry out the intentions and purposes of this Agreement and the Seller, respectively; and (viii) An amendment to the 2015 LTIP to determine the achievement of each performance metric set forth in the 2015 LTIP as of the Closing, in a form subject to the prior review and approval of Buyerother documents contemplated hereby.