Common use of Seller’s Deliverables Clause in Contracts

Seller’s Deliverables. On the Closing Date, each of the following documents shall have been delivered to the Buyer and, if applicable, be dated as of the Closing Date (unless otherwise indicated): (a) a certificate executed by the Secretary of Company attaching and certifying as true and correct copies of (A) the Company’s current certificate of incorporation, certified by the Secretary of State of the State of Delaware as of a date not more than fifteen (15) calendar days prior to the Closing Date, and bylaws, and (B) the resolutions of the Company’s board of directors approving and adopting this Agreement and the transactions relating hereto; (b) Non-Competition, Non-Solicitation and Non-Disclosure Agreement, in the form attached hereto as Exhibit B, duly executed by Xx. Xxx (the “Non-Competition Agreement”); (c) certificates representing the Kyalin Stock, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer; (d) releases in the form of Exhibit C executed by each Seller; (e) a certification duly executed by each Seller certifying in accordance with Section 1445 of the Code that such Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Code and that such Seller is therefore exempt from the withholding requirements of said section; (f) resignations of all of the directors and officers of the Company, effective on the Closing Date; (g) a properly completed and duly executed IRS Form W-9 or W-8 (as applicable) from each Seller; and (h) such other documents and instruments as the Buyer may reasonably request to effect the Closing.

Seller’s Deliverables. On At the Closing DateClosing, each of the following documents Company and Sellers shall have been delivered deliver to Buyer the Buyer and, if applicable, be dated as of the Closing Date (unless otherwise indicated):following: (a) a certificate The Operating Agreement executed by the Secretary of Company attaching and certifying Sellers dated the same date as true and correct copies of (A) the Company’s current certificate of incorporationthis Agreement, certified by the Secretary of State of the State of Delaware as of a date not more than fifteen (15) calendar days prior to the Closing Date, and bylaws, and (B) the resolutions of the Company’s board of directors approving and adopting this Agreement and the transactions relating hereto;set forth in EXHIBIT[LETTER/NUMBER]. (b) Non-CompetitionThe membership interest assignments, Non-Solicitation and Non-Disclosure Agreementduly executed by each Seller, in the form attached hereto as Exhibit B[LETTER/NUMBER] (the "Assignment "), executed by each Seller. (c) Copies of all consents, approvals, waivers, and authorizations referred to in Section 2.03 of the Disclosure Schedules. (d) Copies of all consents, approvals, waivers, and authorizations of the Sellers. (e) Copies of the resignation or resignations of Sellers and any representatives of Sellers, effective as of the Effective Date, as mutually agreed between the parties. (f) A certificate of the authorized officer of the Company certifying as to: (i) the resolutions of the board of directors/managers/members of the Company and Sellers, duly adopted and in full force and effect, which authorize the execution, delivery, and performance of this Agreement and the transactions contemplated hereby; (ii) the Governing Documents (iii) the names and signatures of the officers/authorized representatives of Seller authorized to sign this Agreement and the documents to be delivered hereunder; and (iv) the members’ names, addresses, email address, as of the Closing Date. (g) A certification meeting the requirements of Treasury Regulations Section 1.1446(f)-2(b)(2) and Treasury Regulations Section 1.1445-2(b) to the effect that Seller is not a foreign person within the meaning of Section 1446(f) or Section 1445 of the Internal Revenue Code of 1986, as amended ("Code"), duly executed by Xx. Xxx (the “Non-Competition Agreement”); (c) certificates representing Seller and in form and substance reasonably satisfactory to the Kyalin Stock, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer; (d) releases in the form of Exhibit C executed by each Seller; (e) a certification duly executed by each Seller certifying in accordance with Section 1445 of the Code that such Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Code and that such Seller is therefore exempt from the withholding requirements of said section; (f) resignations of all of the directors and officers of the Company, effective on the Closing Date; (g) a properly completed and duly executed IRS Form W-9 or W-8 (as applicable) from each Seller; and. (h) such Such other documents and instruments as Buyer reasonably shall deem necessary to consummate the Buyer may reasonably request to effect the Closingtransactions contemplated hereby.

Seller’s Deliverables. On At the Closing DateClosing, each of Sellers shall deliver to Buyer the following documents shall have been delivered to the Buyer and, if applicable, be dated as of the Closing Date (unless otherwise indicated):following: (a) a certificate executed by the Secretary of Company attaching The assignment and certifying as true and correct copies of (A) the Company’s current certificate of incorporation, certified by the Secretary of State of the State of Delaware as of a date not more than fifteen (15) calendar days prior to the Closing Date, and bylaws, and (B) the resolutions of the Company’s board of directors approving and adopting this Agreement and the transactions relating hereto; (b) Non-Competition, Non-Solicitation and Non-Disclosure Agreementassumption agreement, in the form attached hereto as Exhibit B, duly executed by Xx. Xxx D (the “Non-Competition Assignment and Assumption”), executed by Sellers. (b) A voting and support agreement, in the form attached hereto as Exhibit E (the “Support Agreement”);, executed by Sellers. (c) certificates representing Copies of the Kyalin Stockresignation or resignations of Sellers and any representatives of Sellers, duly endorsed (effective as of the Effective Date, if Sellers or accompanied by duly executed stock powers)any of their representatives are serving as a manager, for transfer to Buyer;on the management committee, or similar governing body of the Company, or as an officer of the Company. (d) releases A certificate of Sellers certifying as to: (i) the resolutions of the of Sellers, duly adopted and in full force and effect, which authorize the form execution, delivery, and performance of Exhibit C executed by each Seller;this Agreement and the transactions contemplated hereby; and (ii) the names and signatures of Sellers authorized to sign this Agreement and the documents to be delivered hereunder. (e) a certification duly executed by each Seller A statement from the Company meeting the requirements of Treasury Regulations Section 1.1445-11T(d)(2)(i) certifying that transfers of interests in accordance with the Company are not subject to withholding under Section 1445 of the Code and the Treasury Regulations thereunder or a certification dated as of the Closing Date sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445(b)(3) of the Code, stating that such Seller the Company is not and has not been a “foreign personUnited States real property holding corporation” (as defined in Section 1445(f)(3897(c)(2) of the Code and that such Seller is therefore exempt from Code) during the withholding requirements applicable period specified in Section 897(c)(1)(A)(ii) of said section;the Code, as applicable. (f) resignations of all of the directors and officers of the CompanyA Form W-9 or applicable Form W-8, effective on the Closing Date;as applicable, duly completed by each Seller. (g) a properly completed and duly executed IRS Form W-9 or W-8 (as applicable) from each Seller; and (h) such other documents and instruments as A counterpart signature page to the Buyer may reasonably request to effect the ClosingRegistration Rights Agreement.

Seller’s Deliverables. On the Closing Date, each of the following documents shall have been delivered to the Buyer and, if applicable, be dated as of the Closing Date (unless otherwise indicated): (a) a certificate executed by the Secretary of Company attaching and certifying as true and correct copies of (A) the Company’s current certificate of incorporation, certified by the Secretary of State of the State of Delaware as of a date not more than fifteen (15) calendar days prior to the Closing Date, and bylaws, and (B) the resolutions of the Company’s board of directors approving and adopting this Agreement and the transactions relating hereto; (b) Non-Competition, Non-Solicitation and Non-Disclosure Agreement, in the form attached hereto as Exhibit B, duly executed by XxDx. Xxx (the “Non-Competition Agreement”); (c) certificates representing the Kyalin Stock, duly endorsed (or accompanied by duly executed stock powers), for transfer to Buyer; (d) releases in the form of Exhibit C executed by each Seller;; ____________________ * ######## = Material omitted pursuant to a request for Confidential Treatment and submitted separately to the Commission on the date of submission of this Current Report on Form 8-K. (e) a certification duly executed by each Seller certifying in accordance with Section 1445 of the Code that such Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Code and that such Seller is therefore exempt from the withholding requirements of said section; (f) resignations of all of the directors and officers of the Company, effective on the Closing Date; (g) a properly completed and duly executed IRS Form W-9 or W-8 (as applicable) from each Seller; and (h) such other documents and instruments as the Buyer may reasonably request to effect the Closing.

Seller’s Deliverables. On the Closing Date, each of the following documents shall have been delivered to the Buyer and, if applicable, be dated as of the Closing Date (unless otherwise indicated): (a) a A certificate executed of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying (i) that attached thereto are true and complete copies of all resolutions adopted by the Secretary board of Company attaching directors of Seller authorizing the execution, delivery and certifying as true performance of this Agreement and correct copies the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and (Aii) the Company’s current names and signatures of the officers of Seller authorized to sign this Agreement and the other documents to be delivered hereunder. (b) Stock certificate(s) evidencing the Shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank and with all required stock transfer tax stamps affixed. (c) The Payoff Letter. (d) A certificate of incorporation, certified by from the Secretary of State of the State of Delaware certifying as to the good standing of the Company as of a date not no more than fifteen two (152) calendar days Business Days prior to the Closing Date, and bylaws, and (B) the resolutions of the Company’s board of directors approving and adopting this Agreement and the transactions relating hereto;. (be) Non-Competition, Non-Solicitation and Non-Disclosure The Escrow Agreement, in the form attached hereto as Exhibit B, duly executed by Xx. Xxx (the “Non-Competition Agreement”);Seller. (cf) certificates representing the Kyalin StockEvidence, duly endorsed (or accompanied by duly executed stock powers), for transfer in form and substance reasonably satisfactory to Buyer;, that those waivers or consents set forth on Section 6.01(f)(i) of the Disclosure Schedules have been obtained and evidence that those contracts on Section 6.01(f)(ii) of the Disclosure Schedules have been terminated or shall terminate as of the Closing. (dg) releases The consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.05 of the Disclosure Schedules, in each case, in form and substance reasonably satisfactory to Buyer, and no such consent, authorization, order and approval shall have been revoked. (h) A certificate, in the form of Exhibit C executed by each Seller; (e) a certification E, dated as of the Closing Date and duly executed by each Seller certifying in accordance with Section 1445 a responsible officer of Seller, satisfying the Code that such Seller is not a “foreign person” as defined in Section 1445(f)(3) of the Code and that such Seller is therefore exempt from the withholding requirements of said section; (f) resignations of all of the directors and officers of the Company, effective on the Closing Date; (g) a properly completed and duly executed IRS Form W-9 or W-8 (as applicable) from each Seller; and (h) such other documents and instruments as the Buyer may reasonably request to effect the ClosingTreasury Regulation Section 1.1445-2(b)(2).