Common use of Seller Deliverables Clause in Contracts

Seller Deliverables. As of the Initial Closing Date, Purchaser shall have received from Seller the following documents: (i) certificates of existence of Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership from, their states of incorporation, organization or formation; (ii) a true and complete copy of the certificate of incorporation, certificate of limited partnership or certificate of organization or formation, as applicable, of Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership, and all amendments thereto, certified by each such entity's state of incorporation, organization or formation; (iii) a true and complete copy of the bylaws or operating agreement of Seller, Subsidiary 3, and each Company, as applicable, and all amendments thereto, certified by each such entity's Secretary or other duly authorized officer; (iv) a certificate from the Secretary or other duly authorized officer of Seller, Subsidiary 3, and each Company, that its certificate of incorporation or certificate of formation has not been amended since the date of the applicable certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect the corporate or other existence of Seller, Subsidiary 3 or either Company, as applicable; (v) a true and complete copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement, and all agreements, instruments and documents to be delivered by Seller in connection herewith and the Transactions, certified by its Secretary; (vi) a true and complete copy of the resolutions of the board of directors of Subsidiary 3 authorizing the execution, delivery and performance of all agreements, instruments and documents to be delivered by Subsidiary 3 in connection with this Agreement and the Transactions, certified by its Secretary; (vii) a certificate from the Secretary of Seller as to the incumbency and signatures of its officers who will execute and deliver documents at the Initial Closing or who have executed and delivered this Agreement; (viii) an Assignment Agreement related to the Seller Interests in Subsidiary 1; (ix) the Voting Rights Agreement; (x) a properly executed statement of Seller conforming to the requirements of Treasury Regulation Section 1.1445-2(b)(2), which statement shall be dated as of the Initial Closing Date; (xi) a regulatory opinion of LeBoeuf, Lamb, Xxxxxx & XxxXxx L.L.P. in a form reasonably acceptable to Seller and Purchaser; (xii) opinions of outside counsel to Seller, substantially in the form of the opinion attached hereto as Exhibit C; and (xiii) such other documents and certificates as Purchaser may have reasonably requested in connection with the consummation of the Transactions.

Seller Deliverables. As At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser, each in form and substance reasonably satisfactory to Purchaser (or, with respect to Business Data, in the form in which such Business Data is maintained in the ordinary course of the Initial Closing Date, Purchaser shall have received from Seller the following documents:business): (i) certificates representing the Interests, duly endorsed in blank or accompanied by membership interest powers duly endorsed in blank in proper form for transfer, free and clear of existence of Sellerall Liens (other than restrictions on the hypothecation, Subsidiary 3sale, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership from, their states of incorporation, organization transfer or formationother disposition thereof under applicable securities Laws); (ii) a true properly executed and complete copy valid statement described in Section 1.1445-2(b) of the certificate Treasury Regulations certifying under penalties of incorporation, certificate of limited partnership or certificate of organization or formation, as applicable, of Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership perjury that Seller is not a general partnershipforeign person within the meaning of Section 1445(f)(3) of the Code and a properly executed, true, correct and all amendments thereto, certified by each such entity's state complete Internal Revenue Service Form W-9 of incorporation, organization or formationSeller; (iii) a true and complete copy certificate signed by an officer (or similar authorized person) of Seller as to the satisfaction of each of the bylaws or operating agreement of Sellerconditions set forth in Section 6.02(a), Subsidiary 3, Section 6.02(b) and each Company, Section 6.02(c) in the form attached hereto as applicable, and all amendments thereto, certified by each such entity's Secretary or other duly authorized officerExhibit G; (iv) a certificate from the Secretary or other duly executed by an authorized officer of Seller, Subsidiary 3attaching and certifying as to the truth, correctness and each Companycompleteness of, that its certificate of incorporation or certificate of formation has not been amended since the date (A) copies of the applicable certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance Organizational Documents of the certificate Company Group as in effect as of existence specified the Closing and (B) certificates of good standing with respect to the Company Group issued by the applicable jurisdiction where such entities are formed, in subsection case of each of clauses (iA) above that would adversely affect the corporate or other existence and (B), dated as of Seller, Subsidiary 3 or either Company, as applicablea recent practicable date; (v) a true and complete copy of the resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Escrow Agreement, and all agreements, instruments and documents to be delivered duly executed by Seller in connection herewith and the Transactions, certified by its SecretaryEscrow Agent; (vi) a true the Transition Support Services Agreement and complete copy IP Assignment and License, each duly executed (and, to the extent applicable, filed) by Seller and any of its Affiliates (including the members of the resolutions of the board of directors of Subsidiary 3 authorizing the execution, delivery and performance of all agreements, instruments and documents to be delivered by Subsidiary 3 in connection with this Agreement and the Transactions, certified by its SecretaryCompany Group) party thereto; (vii) a certificate from the Secretary of Seller as to Lease Assignments, duly executed by the incumbency and signatures of its officers who will execute and deliver documents at the Initial Closing or who have executed and delivered this Agreementparties thereto; (viii) an Assignment Agreement related to the Seller Interests in Subsidiary 1Existing Debt Releases; (ix) copies of termination agreements, in form and substance reasonably satisfactory to Purchaser, with respect to the Voting Rights Contracts listed on Section 3.24(b) of the Seller Disclosure Schedule (which, for clarity, does not include the Co-Ownership Agreement, which shall be amended in accordance with the terms of this Agreement and the IP Assignment and License) duly executed by the parties thereto; (x) a properly executed statement copy of all Business Data that is possessed or controlled by Seller conforming or its Affiliates and is not (A) already in the possession or control of the Company Group or (B) being provided to the requirements of Treasury Regulation Section 1.1445-2(b)(2), which statement shall be dated as of Company Group pursuant to the Initial Closing DateTransition Support Services Agreement; (xi) a regulatory opinion copies of LeBoeufall documents (e.g., Lamb, Xxxxxx & XxxXxx L.L.P. short form agreements) and filings required to be executed or filed by Seller or its Affiliates (other than the Company Group) in a form reasonably acceptable to Seller and Purchaser;connection with the Pre-Closing IP Transfer; and (xii) opinions copies of outside counsel to Seller, substantially in the form of the opinion attached hereto as Exhibit C; and (xiii) such other documents and certificates as Purchaser may have any customary payoff letters reasonably requested in connection with the consummation of the Transactionsby Purchaser pursuant to Section 5.16(d)(iii).

Seller Deliverables. As At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser, each in form and substance reasonably satisfactory to Purchaser (or, with respect to Business Data, in the form in which such Business Data is maintained in the ordinary course of business): (a) certificates representing the Interests, duly endorsed in blank or accompanied by membership interest powers duly endorsed in blank in proper form for transfer, free and clear of all Liens (other than restrictions on the hypothecation, sale, transfer or other disposition thereof under applicable securities Laws); (b) a properly executed and valid statement described in Section 1.1445-2(b) of the Initial Closing Date, Purchaser shall have received from Treasury Regulations certifying under penalties of perjury that Seller the following documents: (i) certificates of existence of Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership fromforeign person within the meaning of Section 1445(f)(3) of the Code and a properly executed, their states true, correct and complete Internal Revenue Service Form W-9 of incorporation, organization or formationSeller; (iic) a true and complete copy certificate signed by an officer (or similar authorized person) of Seller as to the satisfaction of each of the certificate of incorporationconditions set forth in Section 6.02(a), certificate of limited partnership or certificate of organization or formation, Section 6.02(b) and Section 6.02(c) in the form attached hereto as applicable, of Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership, and all amendments thereto, certified by each such entity's state of incorporation, organization or formationExhibit G; (iii) a true and complete copy of the bylaws or operating agreement of Seller, Subsidiary 3, and each Company, as applicable, and all amendments thereto, certified by each such entity's Secretary or other duly authorized officer; (ivd) a certificate from the Secretary or other duly executed by an authorized officer of Seller, Subsidiary 3attaching and certifying as to the truth, correctness and each Companycompleteness of, that its certificate of incorporation or certificate of formation has not been amended since the date (A) copies of the applicable certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance Organizational Documents of the certificate Company Group as in effect as of existence specified the Closing and (B) certificates of good standing with respect to the Company Group issued by the applicable jurisdiction where such entities are formed, in subsection case of each of clauses (A) and (B), dated as of a recent practicable date; (e) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (f) the Transition Support Services Agreement and IP Assignment and License, each duly executed (and, to the extent applicable, filed) by Seller and any of its Affiliates (including the members of the Company Group) party thereto; (g) the Lease Assignments, duly executed by the parties thereto; (h) the Existing Debt Releases; (i) above that would adversely affect copies of termination agreements, in form and substance reasonably satisfactory to Purchaser, with respect to the corporate or other existence of Seller, Subsidiary 3 or either Company, as applicable; (vContracts listed on Section 3.24(b) a true and complete copy of the resolutions of Seller Disclosure Schedule (which, for clarity, does not include the board of directors of Seller authorizing the execution, delivery and performance of this Co-Ownership Agreement, and all agreements, instruments and documents to which shall be delivered by Seller amended in connection herewith and accordance with the Transactions, certified by its Secretary; (vi) a true and complete copy terms of the resolutions of the board of directors of Subsidiary 3 authorizing the execution, delivery and performance of all agreements, instruments and documents to be delivered by Subsidiary 3 in connection with this Agreement and the Transactions, certified IP Assignment and License) duly executed by its Secretarythe parties thereto; (viij) a certificate from copy of all Business Data that is possessed or controlled by Seller or its Affiliates and is not (A) already in the Secretary possession or control of Seller as the Company Group or (B) being provided to the incumbency and signatures of its officers who will execute and deliver documents at Company Group pursuant to the Initial Closing or who have executed and delivered this Transition Support Services Agreement; (viiik) an Assignment Agreement related copies of all documents (e.g., short form agreements) and filings required to be executed or filed by Seller or its Affiliates (other than the Seller Interests Company Group) in Subsidiary 1; (ix) connection with the Voting Rights Agreement; (x) a properly executed statement of Seller conforming to the requirements of Treasury Regulation Section 1.1445Pre-2(b)(2), which statement shall be dated as of the Initial Closing Date; (xi) a regulatory opinion of LeBoeuf, Lamb, Xxxxxx & XxxXxx L.L.P. in a form reasonably acceptable to Seller and Purchaser; (xii) opinions of outside counsel to Seller, substantially in the form of the opinion attached hereto as Exhibit CIP Transfer; and (xiiil) such other documents and certificates as Purchaser may have copies of any customary payoff letters reasonably requested in connection with the consummation of the Transactionsby Purchaser pursuant to Section 5.16(d)(iii).

Seller Deliverables. As Seller shall deliver to Purchaser, at or prior to the Closing, each of the Initial Closing Datefollowing, Purchaser shall have received from Seller the following documentsas applicable: (iA) the original stock certificates of existence of Sellerevidencing the Shares (or duly issued replacements therefor), Subsidiary 3, each Company, Duke/UAE, ARC accompanied by duly executed stock powers in form and each Project Partnership that is not a general partnership from, their states of incorporation, organization or formationsubstance reasonably satisfactory to Purchaser; (iiB) a true and complete copy the original stock certificates or other documentation evidencing the Company’s ownership of the certificate of incorporation, certificate of limited partnership each Subsidiary (or certificate of organization or formation, as applicable, of Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership, and all amendments thereto, certified by each such entity's state of incorporation, organization or formationduly issued replacements therefor); (iiiC) a true certificate executed on behalf of Seller by an officer of Seller and complete copy dated as of the bylaws or operating agreement Closing Date representing and warranting on behalf of Seller, Subsidiary 3, and each Company, as applicable, and all amendments thereto, certified by each such entity's Secretary or other duly authorized officerSeller that the conditions set forth in Section 7.2(b) have been satisfied; (ivD) evidence reasonably satisfactory to Purchaser of the resignation of each of the directors and officers of the Company and each other member of the DK Group in office immediately prior to the Closing, as directors and officers of the Company or such other member of the DK Group, effective no later than immediately prior to the Closing; (E) a certificate from of the Secretary or other duly authorized officer of Seller, Subsidiary 3, and each Company, that its certificate of incorporation an Assistant Secretary (or certificate of formation has not been amended since the date equivalent officer) of the applicable certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect the corporate or other existence of Seller, Subsidiary 3 or either Company, Seller certifying as applicable; (v) a true and complete copy of the to attached resolutions of adopted by the board of directors of the Seller authorizing the execution, delivery and performance of this Agreement, and all agreements, instruments and documents to be delivered by Seller in connection herewith and the Transactions, certified by its Secretary; (vi) a true and complete copy of the resolutions of the board of directors of Subsidiary 3 authorizing the execution, delivery and performance of all agreements, instruments and documents to be delivered by Subsidiary 3 in connection with this Agreement and the Transactions, certified consummation of the Transaction and the other transactions contemplated by its Secretary; (vii) a certificate from the Secretary of Seller as to the incumbency and signatures of its officers who will execute and deliver documents at the Initial Closing or who have executed and delivered this Agreement; (viiiF) an Assignment Agreement related a certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Seller is not a foreign person within the Seller Interests in Subsidiary 1meaning of Section 1445 of the Code; (ixG) a good standing certificate of each member of the DK Group, in the case of a domestic DK Group entity, dated no earlier than five (5) Business Days prior to the Closing Date, and in the case of a foreign DK Group entity, dated within a reasonable period prior to the Closing Date, from the Secretaries of State of its state of organization or the comparable authority for the country of its organization; (H) a copy of the certificate of incorporation or formation or similar charter document of each member of the DK Group, as in effect on the Closing Date, certified by the Secretary of State of its state of incorporation, formation or organization, or by the comparable authority for the country of its organization, as of a recent date; (I) the Voting LVMH SE Guaranty; (J) payoff letters, executed by HSBC and Citibank, in form and substance reasonably satisfactory to Purchaser, specifying the amount to be paid to satisfy in full all Financial Debt in favor of such party as of the Closing and that upon receipt of such amount, such party releases all claims and rights against the DK Group relating to or in connection with such Financial Debt; (K) a copy of the bylaws, limited liability company/operating agreement, partnership agreement or similar agreement of each member of the DK Group, certified by the secretary (or a duly appointed officer serving such function) of such member of the DK Group; (L) if the Section 338(h)(10) Election is made, a duly executed Form 8023; (M) a counterpart, duly executed by Seller, of the Assignment and Assumption Agreement; (N) a counterpart, duly executed by Seller, of the Registration Rights Agreement; (xO) a properly payoff letters, executed statement by Seller and all applicable Affiliates of Seller conforming to (other than members of the requirements of Treasury Regulation Section 1.1445-2(b)(2DK Group), which statement shall in form and substance reasonably satisfactory to Purchaser, specifying the amounts to be dated paid to satisfy in full all LVMH Intercompany Debt in favor of Seller and such Affiliates of Seller as of the Initial Closing Date; (xi) a regulatory opinion and that upon receipt of LeBoeufsuch amounts, Lamb, Xxxxxx & XxxXxx L.L.P. in a form reasonably acceptable to Seller and Purchaser; (xii) opinions each such Affiliate of outside counsel Seller releases all claims and rights against the DK Group relating to Seller, substantially or in the form of the opinion attached hereto as Exhibit Cconnection with such LVMH Intercompany Debt; and (xiiiP) such other documents and certificates as documentation reasonably acceptable to Purchaser may have reasonably requested in connection with to evidence the consummation termination of all of the TransactionsTax Sharing Agreements and all liabilities pursuant to all of the Tax Sharing Agreements.

Seller Deliverables. As of the Initial Closing Date, Purchaser Seller shall have received from Seller the following documentsdeliver to Buyer: (i) certificates a xxxx of existence sale for all of the Assets that are Tangible Personal Property in the form of Exhibit 2.7(a)(i) (the "Xxxx of Sale") executed by Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership from, their states of incorporation, organization or formation; (ii) a true and complete copy an assignment of all of the certificate Assets that are intangible personal property in the form of incorporationExhibit 2.7(a)(ii), certificate which assignment shall also contain Buyer's undertaking and assumption of limited partnership or certificate of organization or formation, as applicable, of the Assumed Liabilities (the "Assignment and Assumption Agreement") executed by Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership, and all amendments thereto, certified by each such entity's state of incorporation, organization or formation; (iii) for each interest in Real Property identified on Schedule 3.6(a), a true recordable general warranty deed and complete copy for all Real Property Leases, an Assignment and Assumption of Lease in the bylaws or operating agreement form of Seller, Subsidiary 3, and each Company, as applicable, and all amendments thereto, certified by each such entity's Secretary or other duly authorized officerExhibit 2.7(a)(iii); (iv) a certificate from assignments of all Intellectual Property Assets and separate assignments of all registered Marks, Patents and Copyrights in the Secretary or other duly authorized officer form of Exhibit 2.7(a)(iv) executed by Seller, Subsidiary 3, and each Company, that its certificate of incorporation or certificate of formation has not been amended since the date of the applicable certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect the corporate or other existence of Seller, Subsidiary 3 or either Company, as applicable; (v) a true such other deeds, bills of sale, assignments, certificates of title, documents and complete copy other instruments of the resolutions of the board of directors of Seller authorizing the executiontransfer and conveyance as may reasonably be requested by Buyer, delivery each in form and performance of this Agreement, substance satisfactory to Buyer and all agreements, instruments its legal counsel and documents to be delivered executed by Seller in connection herewith and the Transactions, certified by its SecretarySeller; (vi) a true certificate executed by Seller as to the accuracy of its representations and complete copy warranties as of the resolutions date of this Agreement and as of the board of directors of Subsidiary 3 authorizing the execution, delivery Closing in accordance with Section 6.1 and as to its compliance with and performance of all agreements, instruments its covenants and documents obligations to be delivered by Subsidiary 3 performed or complied with at or before the Closing in connection accordance with this Agreement and the Transactions, certified by its SecretarySection 6.2; (vii) a certificate from of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Governing Documents of Seller, certifying and attaching all requisite resolutions or actions of Seller's board of directors approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions and certifying to the incumbency and signatures of its the officers who will execute of Seller executing this Agreement and deliver documents at any other document relating to the Initial Closing or who have executed and delivered this Agreement;Contemplated Transaction; and (viii) an Assignment Agreement related to the Seller Interests in Subsidiary 1; (ix) the Voting Rights Agreement; (x) a properly executed statement Letter of Seller conforming to the requirements of Treasury Regulation Section 1.1445-2(b)(2), which statement shall be dated as of the Initial Closing Date; (xi) a regulatory opinion of LeBoeuf, Lamb, Xxxxxx & XxxXxx L.L.P. in a form reasonably acceptable to Seller and Purchaser; (xii) opinions of outside counsel to Seller, substantially in the form of the opinion attached hereto as Exhibit C; and (xiii) such other documents and certificates as Purchaser may have reasonably requested in connection with the consummation of the TransactionsCredit.

Seller Deliverables. As At or prior to the Closing, the Sellers have delivered to the Purchaser, or have caused delivery to the Purchaser, each of the Initial Closing Date, Purchaser shall have received from Seller the following documentsfollowing: (ia) share certificates representing the Purchased Shares, free and clear of existence of Sellerany Liens duly endorsed (or accompanied by duly executed stock powers), Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership from, their states of incorporation, organization or formationfor transfer to the Purchaser; (iib) a true all consents, approvals, releases and complete copy of filings set forth on Schedule 1.06(b) attached hereto, on terms reasonably satisfactory to the certificate of incorporation, certificate of limited partnership or certificate of organization or formation, as applicable, of Seller, Subsidiary 3, each Company, Duke/UAE, ARC and each Project Partnership that is not a general partnership, and all amendments thereto, certified by each such entity's state of incorporation, organization or formationPurchaser; (iiic) a true and complete copy evidence of termination of all agreements between the Company or any of the bylaws or operating agreement of SellerSellers, Subsidiary 3on the one hand, and each Companyany Related Person of the Company or any of the Sellers, as applicableon the other hand, in form and all amendments thereto, certified by each such entity's Secretary or other duly authorized officersubstance reasonably satisfactory to the Purchaser; (ivd) a certificate from the Secretary or other duly authorized officer of Seller, Subsidiary 3, and each Company, that its certificate of incorporation or certificate of formation has not been amended since the date of the applicable certificate described in subsection (ii) above, and that nothing has occurred since the date of issuance of the certificate of existence specified in subsection (i) above that would adversely affect the corporate or other existence of Seller, Subsidiary 3 or either Company, as applicable; (v) a true and complete copy certified copies of the resolutions of duly adopted by the board Sellers’ respective boards of directors of Seller in each case, authorizing the execution, delivery and performance of this Agreement, and all agreements, instruments and documents to be delivered by Seller in connection herewith Agreement and the Transactions, other agreements contemplated hereby and incumbency certificates of each Seller certified by its Secretaryapplicable officers, and the consummation of all Contemplated Transactions, in each case in form and substance satisfactory to the Purchaser; (vi) a true and complete copy of the resolutions of the board of directors of Subsidiary 3 authorizing the execution, delivery and performance of all agreements, instruments and documents to be delivered by Subsidiary 3 in connection with this Agreement and the Transactions, certified by its Secretary; (viie) a certificate from the Secretary of Seller as to the incumbency and signatures good standing (or equivalent) of its officers who will execute and deliver documents at the Initial Closing or who have executed and delivered this Agreement; (viii) an Assignment Agreement related to the Seller Interests in Subsidiary 1; (ix) the Voting Rights Agreement; (x) a properly executed statement of Seller conforming to the requirements of Treasury Regulation Section 1.1445-2(b)(2), which statement shall be dated as each of the Initial Sellers, as applicable, in its respective jurisdiction of organization dated within five (5) days of the Closing Date; (xif) a regulatory opinion counterpart of LeBoeufthe Flow of Funds, Lamb, Xxxxxx & XxxXxx L.L.P. in a form reasonably acceptable to duly executed by each Seller and Purchaser; (xii) opinions of outside counsel to Seller, substantially in the form of the opinion attached hereto as Exhibit Cby Ameriforge; and (xiiig) such confirmation from each of Ameriforge, White Oak and CK Pearl that the Outstanding Stakeholder Indebtedness, other documents than the portion thereof equal to the Debt Payment, has been forgiven and certificates as Purchaser may have reasonably requested released prior to the Closing, and a pay-off letter from each of Ameriforge, White Oak and CK Pearl, evidencing that all residual indebtedness of the Company thereto has been paid off or released and satisfied in connection full contemporaneous with the consummation of Closing, in form and substance satisfactory to the TransactionsPurchaser.