Common use of Seller’s Deliveries at the Closing Clause in Contracts

Seller’s Deliveries at the Closing. At the Closing, Seller shall deliver to Buyer: (i) an Officer’s Certificate of Seller, executed by an appropriate officer of Seller, in the form attached hereto as Exhibit B; (ii) a bxxx of sale (the “Bxxx of Sale”), executed by Seller, in the form attached hereto as Exhibit C; (iii) an assignment and assumption agreement (the “Assignment and Assumption Agreement”), executed by Seller, in the form attached hereto as Exhibit D; (iv) an assignment and transfer of trademark agreement (the “Trademark Assignment”), executed by Seller, in the form attached hereto as Exhibit E; (v) an assignment and transfer of copyrights agreement (the “Copyright Assignment”), executed by Seller, in the form attached hereto as Exhibit F; (vi) an assignment and transfer of domain names agreement (the “Registrant Name Change Agreement”), executed by Seller, in the form attached hereto as Exhibit G or the appropriate transfer form as dictated by the applicable registrar to the entities legally allowed to accept such transfer, which shall be determined by Buyer; (vii) a license agreement (the “License Agreement “), executed by Seller, in the form attached hereto as Exhibit H; (viii) a transition services agreement (the “Transition Services Agreement”), executed by Seller, in the form attached hereto as Exhibit I; (ix) a sublease agreement (the “Sublease”), executed by Seller, in the form attached hereto as Exhibit J; (x) a sales and marketing agreement (the “Sales and Marketing Agreement”, and together with the Bxxx of Sale, the Assignment and Assumption Agreement, the Trademarks Agreement, the Copyright Assignment, the Registrant Name Change Agreement, the Transition Services Agreement and the Sublease, the “Ancillary Agreements”), executed by Seller, in the form attached hereto as Exhibit K; and (xi) such other deeds, endorsements, assignments, assumptions and all other instruments of transfer, reasonably satisfactory in form and substance to Buyer and its counsel, as shall be necessary to vest in Buyer all of Seller’s interest in and title to the Purchased Assets and the Assumed Liabilities; provided, however, that such additional documents will not contain any additional representations, warranties or indemnities.

Seller’s Deliveries at the Closing. At the Closing, Seller shall deliver to BuyerPurchaser: (i) an Officer’s a duly executed Bill xx Sale, Assignment and Assumption Agreement transferring to Purchaser all the Acquired Assets; (ii) the Registration Rights Agreement, duly executed by Seller; (iii) all other documents of title, deeds, endorsements, assignments and other instruments as are 18 reasonably necessary to vest in Purchaser good and valid title to the Acquired Assets; (iv) the consents and waivers of third parties listed on SCHEDULE 3.03 hereto (the "MATERIAL CONSENTS"); (v) the Supply Agreement, duly executed by Seller; (vi) the Shared Services and Facilities Agreement, duly executed by Seller; (vii) the opinion of Zimet, Haines, Friexxxx & Kaplxx, xxunsel to Seller, in substantially the form of EXHIBIT F hereto (for which such firm may assume that Michigan law is the same as New York law); (viii) a certificate executed by the President of Seller certifying that each of the obligations of Seller to be performed by it on or before the Closing Date pursuant to the terms hereof has been duly performed and complied with (except to the extent such performance and compliance has been waived by Purchaser); (ix) a certified copy of resolutions adopted by the Board of Directors of Seller authorizing the execution and delivery of this Agreement and the Transaction Documents and consummation of the transactions contemplated hereby; (x) reports of lien searches dated no earlier than May 28, 1997, showing that there are no financing statements, judgments, taxes or other Encumbrances outstanding against Seller or any of the Acquired Assets in the jurisdictions in which the Division maintains facilities, other than Permissible Exceptions or Encumbrances (to be released at Closing) in favor of the Banks; (xi) a Certificate of SellerGood Standing with respect to Seller issued by the Office of the Secretary of State of the State of Delaware, executed by dated not more than ten (10) calendar days prior to the Closing Date; and (xii) an appropriate officer of Seller, investor representation letter in the form attached hereto as Exhibit B; (ii) a bxxx of sale (the “Bxxx of Sale”)EXHIBIT G, duly executed by Seller, in the form attached hereto as Exhibit C; (iii) an assignment and assumption agreement (the “Assignment and Assumption Agreement”), executed by Seller, in the form attached hereto as Exhibit D; (iv) an assignment and transfer of trademark agreement (the “Trademark Assignment”), executed by Seller, in the form attached hereto as Exhibit E; (v) an assignment and transfer of copyrights agreement (the “Copyright Assignment”), executed by Seller, in the form attached hereto as Exhibit F; (vi) an assignment and transfer of domain names agreement (the “Registrant Name Change Agreement”), executed by Seller, in the form attached hereto as Exhibit G or the appropriate transfer form as dictated by the applicable registrar to the entities legally allowed to accept such transfer, which shall be determined by Buyer; (vii) a license agreement (the “License Agreement “), executed by Seller, in the form attached hereto as Exhibit H; (viii) a transition services agreement (the “Transition Services Agreement”), executed by Seller, in the form attached hereto as Exhibit I; (ix) a sublease agreement (the “Sublease”), executed by Seller, in the form attached hereto as Exhibit J; (x) a sales and marketing agreement (the “Sales and Marketing Agreement”, and together with the Bxxx of Sale, the Assignment and Assumption Agreement, the Trademarks Agreement, the Copyright Assignment, the Registrant Name Change Agreement, the Transition Services Agreement and the Sublease, the “Ancillary Agreements”), executed by Seller, in the form attached hereto as Exhibit K; and (xi) such other deeds, endorsements, assignments, assumptions and all other instruments of transfer, reasonably satisfactory in form and substance to Buyer and its counsel, as shall be necessary to vest in Buyer all of Seller’s interest in and title to the Purchased Assets and the Assumed Liabilities; provided, however, that such additional documents will not contain any additional representations, warranties or indemnities.

Seller’s Deliveries at the Closing. At Subject to the Closingfulfillment ---------------------------------- or written waiver of the conditions set forth in Section 6.1, Seller shall cause the applicable Transferring Subsidiary to deliver to BuyerPurchaser all Purchased Assets owned by the Transferring Subsidiary, and Seller shall execute (where applicable in recordable form) and/or deliver or cause to be executed and/or delivered to Purchaser all of the following: (ia) certified copies of the organizational documents of Seller and each of the Transferring Subsidiaries; (b) a certificate of good standing of Danka US, issued not earlier than ten (10) days prior to the Closing Date by the Secretary of State of Delaware, and, to the extent the same shall be legally obtainable, certificates of good standing with respect to the Seller and the other Transferring Subsidiaries; (c) an Officer’s Certificate incumbency and specimen signature certificate with respect to the officers of Seller executing this Agreement and Seller's Ancillary Documents on behalf of Seller, and incumbency and specimen signature certificates with respect to the officers of the Transferring Subsidiaries executing this Agreement, the Ancillary Agreements or any Subsidiary Ancillary Document on behalf of the Transferring Subsidiaries; (d) a certified copy of resolutions of Seller's board of directors authorizing the execution, delivery and performance of this Agreement and Seller's Ancillary Documents, and certified copies of resolutions of the boards of directors (or similar bodies) and shareholders (if necessary) of the Transferring Subsidiaries, authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements or any Subsidiary Ancillary Document to which they are parties; (e) a certified copy of the resolution of Seller evidencing the Shareholder Approval; (f) a closing certificate duly executed by an appropriate the Chairman of Seller (or any other senior officer of Seller specifically authorized to do so), on behalf of Seller, pursuant to which Seller represents and warrants to Purchaser that: (i) the conditions set forth in Sections 6.2(a) and 6.2(b) have been fulfilled; and (ii) all documents to be executed and delivered by Seller at the form attached hereto as Exhibit BClosing have been executed by duly authorized officers of Seller; (iig) a bxxx counterparts of sale (the “Bxxx of Sale”)Ancillary Agreements and the Subsidiary Ancillary Documents, executed by Sellerthe Transferring Subsidiaries, in together with all documents to be executed and delivered by the form attached hereto as Exhibit CTransferring Subsidiaries pursuant to the provisions of the Ancillary Agreements; (iiih) an assignment and assumption agreement (the “Assignment and Assumption Agreement”)bills of sale, executed by Sellerstock powers, in the form attached hereto as Exhibit D; (iv) an assignment and transfer assignments of trademark agreement (the “Trademark Assignment”)contracts, executed by Seller, in the form attached hereto as Exhibit E; (v) an assignment and transfer of copyrights agreement (the “Copyright Assignment”), executed by Seller, in the form attached hereto as Exhibit F; (vi) an assignment and transfer of domain names agreement (the “Registrant Name Change Agreement”), executed by Seller, in the form attached hereto as Exhibit G or the appropriate transfer form as dictated by the applicable registrar to the entities legally allowed to accept such transfer, which shall be determined by Buyer; (vii) a license agreement (the “License Agreement “), executed by Seller, in the form attached hereto as Exhibit H; (viii) a transition services agreement (the “Transition Services Agreement”), executed by Seller, in the form attached hereto as Exhibit I; (ix) a sublease agreement (the “Sublease”), executed by Seller, in the form attached hereto as Exhibit J; (x) a sales and marketing agreement (the “Sales and Marketing Agreement”leases, and together with the Bxxx of Sale, the Assignment Intellectual Property and Assumption Agreement, the Trademarks Agreement, the Copyright Assignment, the Registrant Name Change Agreement, the Transition Services Agreement and the Sublease, the “Ancillary Agreements”), executed by Seller, in the form attached hereto as Exhibit K; and (xi) such other deeds, endorsements, assignments, assumptions and all other instruments of transfer, all in such form as Purchaser reasonably satisfactory requests; (i) copies of the Material Third Party Consents, the Material Permits and the Material Environmental Permits; (j) the schedule of terminated employees described in form Section 2.3(g) and substance an update of the disclosure required by Section 4.2(t)(x); (k) the schedules of officers and key employees described in Section 8.11; (l) certificates of title or origin (or like documents) with respect to Buyer and its counsel, as shall be necessary to vest all vehicles included in Buyer all of Seller’s interest in and title to the Purchased Assets and other equipment for which a certificate of title or origin is required in order for title thereto to be transferred to Purchaser; and (m) evidence of the Assumed Liabilitiesrelease of all Liens on the Purchased Assets other than Permitted Liens; (n) an opinion of Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital; (o) stock certificates (including directors' shares) where applicable; (p) the asset valuation prepared by Ernst & Young LLP; (q) a certificate of Seller and each Transferring Subsidiary identifying each written notice of termination or pending termination of, or substantial reduction or pending substantial reduction of, services or sales under any contract or agreement received by Seller or any Transferring Subsidiary after the date hereof; (r) evidence of the transfers of assets and rights described in Schedule 4.3(k) of the Disclosure Schedule; providedand (s) such other documents as may reasonably be required from Seller and the Transferring Subsidiaries in order to effectuate the transactions contemplated (i) hereby, however(ii) by the Seller's Ancillary Documents, that such additional documents will not contain any additional representations, warranties or indemnities(iii) by the Ancillary Agreements and (iv) by the Subsidiary Ancillary Documents.

Seller’s Deliveries at the Closing. At the Closing, Seller shall deliver or cause to Buyer: be delivered to each Purchaser, as applicable, the following: Bills of Sale executed by Seller (ii.e., one for the benefit of Purchaser 1, one for the benefit of the India Entity and one for the benefit of the Cayman Islands Entity); such further Bills of Sale (or a Delivery Note, as applicable), endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary under Applicable Law to vest in each Purchaser all right, title and interest in, to and under the applicable Transferred Assets; an affidavit of Seller stating, under penalties of perjury, Seller's taxpayer identification number and that Seller is not a foreign person in accordance with Section 1445(b)(2) an Officer’s Certificate of Sellerthe Code and the Treasury Regulations promulgated thereunder; assignment agreements, in a form reasonably acceptable to the applicable Purchaser and suitable for recordation with applicable Governmental Authorities, executed by an appropriate officer authorized representative of Seller that assigns or transfers, as the case may be, the relevant Sale Business Intellectual Property and Sale Business Technology to the applicable Purchaser; a list of all due dates in Seller's and its Subsidiaries' Ordinary Course of Business for filing with any Governmental Authority any documents necessary to secure, maintain and enforce each Purchaser's respective rights in and to the Sale Business Intellectual Property, which due dates occur within ninety (90) days after the Closing Date; to (i) each Purchaser an executed signature page to the Escrow Agreement in the form attached hereto as Exhibit B; A; (ii) a bxxx of sale Purchaser 1 an executed signature page to (A) the “Bxxx of Sale”), executed by Seller, Purchaser 1 License Agreement in the form attached hereto as Exhibit C; B and (iiiB) an assignment and assumption agreement (the “Assignment and Assumption Agreement”), executed by Seller, Transition Services Agreement in the form attached hereto as Exhibit D; (iv) an assignment and transfer of trademark agreement D (the “Trademark Assignment”), "Transition Services Agreement") and (iii) the India Entity an executed by Seller, signature page to (A) the Purchaser 2 License Agreement in the form attached hereto as Exhibit E; C and (vB) an assignment and transfer of copyrights agreement (the “Copyright Assignment”), executed by Seller, mutual release in the form attached hereto as Exhibit F; (vi) an assignment and transfer of domain names agreement E (the “Registrant Name Change Agreement”"Mutual Release"); each Key Employee, as set forth on Schedule 2.7(g) (the "Key Employees") executed by Selleroffer letters from the relevant Purchaser listed thereon, in the form forms attached hereto as Exhibit G or F (as applicable); a legal opinion from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, legal counsel to Seller, a copy of which is attached as Exhibit G; a certificate from the appropriate transfer form as dictated Corporate Secretary of Seller having attached thereto a true and complete copy of the resolutions adopted by the applicable registrar Seller Board authorizing the transactions contemplated and a certificate from the corporate secretary of the Indian Subsidiary having attached thereto a true and complete copy of the resolutions adopted by the Indian Subsidiary Board of Directors authorizing the transactions contemplated; all instruments and documents necessary to release any and all (if any) Liens (except Permitted Liens) on the entities legally allowed Transferred Assets, including appropriate UCC financing statement amendments (termination statements); and those consents to accept such transfer, which shall be determined by Buyer; (vii) a license agreement (the “License Agreement “), assignment executed by Seller, in the form attached hereto Third Parties under certain Assigned Contracts as Exhibit H; (viii) a transition services agreement (the “Transition Services Agreement”set forth on Schedule 2.7(k), executed by Seller, in the form attached hereto as Exhibit I; (ix) a sublease agreement (the “Sublease”), executed by Seller, in the form attached hereto as Exhibit J; (x) a sales and marketing agreement (the “Sales and Marketing Agreement”, and together with the Bxxx of Sale, the Assignment and Assumption Agreement, the Trademarks Agreement, the Copyright Assignment, the Registrant Name Change Agreement, the Transition Services Agreement and the Sublease, the “Ancillary Agreements”), executed by Seller, in the form attached hereto as Exhibit K; and (xi) such other deeds, endorsements, assignments, assumptions and all other instruments of transfer, reasonably satisfactory in form and substance to Buyer and its counsel, as shall be necessary to vest in Buyer all of Seller’s interest in and title to the Purchased Assets and the Assumed Liabilities; provided, however, that such additional documents will not contain any additional representations, warranties or indemnities.

Seller’s Deliveries at the Closing. At the Closing, Seller Sellers and the Sellers’ Representative shall deliver to Buyer: (ia) an Officer’s Certificate the Assignment of SellerShares representing all of the Southern Counties Shares, executed by an appropriate officer of Seller, substantially in the form attached hereto as Exhibit B; (ii) a bxxx of sale A (the “Bxxx of SaleSouthern Counties Share Assignment”), executed by Sellereach of the Family Trust and the Griley Trust, as applicable, along with physical copies of stock certificates representing such Shares; (b) the Assignment of Shares representing all of the Aquarius Financial Shares, substantially in the form attached hereto as Exhibit C; (iii) an assignment and assumption agreement B (the “Assignment and Assumption AgreementAquarius Financial Share Assignment”), executed by Sellerthe Family Trust, along with physical copies of stock certificates representing such Shares; (c) the Escrow Agreement, substantially in the form attached hereto as Exhibit D; (iv) an assignment and transfer of trademark agreement C (the “Trademark AssignmentEscrow Agreement”), executed by Sellerthe Sellers’ Representative; (d) a Part Time Employment Consulting Agreement with Bxxxx Xxxxxx, substantially in the form attached hereto as Exhibit E; (v) an assignment and transfer of copyrights agreement D (the “Copyright AssignmentConsulting Agreement”), executed by SellerBxxxx Xxxxxx; (e) each of the Consents specified in Schedule 5.4 or otherwise necessary to permit the transactions contemplated by this Agreement, which shall be in form and substance satisfactory to Buyer and in full force and effect; (f) a release and waiver executed by any current director and/or officer of each Company as are designated by Buyer, substantially in the form attached hereto as Exhibit FE (each, a “D&O Release”); (vig) an assignment a lien termination and transfer release letter issued by each holder of domain names agreement (the “Registrant Name Change Agreement”), executed by Seller, in the form attached hereto as Exhibit G or the appropriate transfer form as dictated by the applicable registrar Indebtedness not earlier than two Business Days prior to the entities legally allowed to accept such transferClosing Date, which shall be determined by Buyer; (vii) a license agreement (the “License Agreement “), executed by Seller, in the form attached hereto as Exhibit H; (viii) a transition services agreement (the “Transition Services Agreement”), executed by Seller, in the form attached hereto as Exhibit I; (ix) a sublease agreement (the “Sublease”), executed by Seller, in the form attached hereto as Exhibit J; (x) a sales and marketing agreement (the “Sales and Marketing Agreement”, and together with the Bxxx of Sale, the Assignment and Assumption Agreement, the Trademarks Agreement, the Copyright Assignment, the Registrant Name Change Agreement, the Transition Services Agreement and the Sublease, the “Ancillary Agreements”), executed by Seller, in the form attached hereto as Exhibit K; and (xi) such other deeds, endorsements, assignments, assumptions and all other instruments of transfer, reasonably satisfactory in form and substance reasonably acceptable to Buyer Buyer, which sets forth (i) the amount required to repay in full all Indebtedness owed to such holder on the Closing Date, (ii) the wire transfer instructions for the repayment of such Indebtedness to such holder, and its counsel(iii) a release of all Liens and terminations of any guaranties granted by any Company to such holder or otherwise arising with respect to such Indebtedness, as shall be necessary effective upon payment of the specified amount of Indebtedness (collectively, the “Lien Termination Letters”), together with any applicable termination statements; (h) evidence of the discharge of all Retained Liabilities, in form and substance reasonably satisfactory to vest in Buyer Buyer, other than such Retained Liabilities that are paid pursuant to Section 3.3; (i) evidence of payment of all of Seller’s interest in Transfer Taxes due and title payable (if any) by Sellers to the Purchased Assets appropriate taxing authority; (j) a certification from each Seller pursuant to Treasury Regulation Section 1.1445-2(b), in form and the Assumed Liabilities; provided, howeversubstance satisfactory to Buyer, that such additional Seller is not a foreign person within the meaning of Code Section 1445; (k) as applicable, a copy of the articles of incorporation or articles of organization, as amended, for each Company and Company Subsidiary, certified by the Secretary of State of the State of California as of a date not more than five days prior to the Closing Date; (l) certificates of good standing for each Company and Company Subsidiary issued not earlier than five days prior to the Closing Date by the Secretary of State of the State of California; (m) such other documents will not contain any additional representations, warranties as Buyer or indemnitiesits counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the agreements set forth in this Agreement.

Seller’s Deliveries at the Closing. At the Closing, in addition to the payments required hereunder, Seller shall deliver or cause to be delivered the following items to Buyer: (ia) an Officer’s Certificate a Bill of SellerSale for the Acquired Assets in the form of Exhibit A hereto, executed signed by an appropriate a duly authorized officer of Seller, ; (b) an Assignment and Assumption of Accounts Agreement in the form attached hereto as of Exhibit BB hereto, signed by a duly authorized officer of Seller; (iic) a bxxx an Assignment and Assumption of sale (the “Bxxx of Sale”), executed by Seller, Loans Agreement in the form attached hereto as of Exhibit CC hereto, signed by a duly authorized officer of Seller; (iiid) an assignment and assumption agreement Assignment of Mortgage for each Loan that is secured by a mortgage granted in favor of Sxxxxx in the form of Exhibit D hereto, signed by a duly authorized officer of Seller; (the “e) an Assignment and Assumption Agreement”), executed by Seller, Agreement in the form attached hereto as of Exhibit DE hereto, signed by a duly authorized officer of Seller; (ivf) an assignment Assignment, Transfer and transfer Appointment of trademark agreement (the “Trademark Assignment”), executed by Seller, Successor Custodian for Individual Retirement Accounts in the form attached hereto as of Exhibit EF hereto, signed by a duly authorized officer of Seller; (vg) an assignment and transfer the Assignment of copyrights agreement (the “Copyright Assignment”), executed by Seller, Safe Deposit Box Contracts in the form attached hereto as of Exhibit FG hereto, signed by a duly authorized officer of Seller; (vih) an assignment and transfer of domain names agreement (a Closing Certificate dated the “Registrant Name Change Agreement”), executed by Seller, Closing Date in the form attached hereto of Exhibit H hereto, signed by a duly authorized officer of Seller; (i) a special warranty deed with respect to the Real Estate (qualified as necessary to reflect the Permitted Exceptions) in the form of Exhibit G or the appropriate transfer form J hereto, signed by a duly authorized officer of Seller; (j) affidavits and such other customary documentation as dictated shall be reasonably required by the applicable registrar Title Insurer to issue the entities legally allowed Title Policy subject only to accept such transferPermitted Exceptions; (k) a Foreign Investment in Real Property Tax Act (“FIRPTA”) affidavit in the form of Exhibit K hereto, which shall be determined signed by a duly authorized officer of Seller; (l) executed assignment of the Lease Agreements and consent by the landlord in form and substance reasonably acceptable to Buyer, containing an estoppel as to tenant defaults or lack thereof, and setting forth current rent paid and amount of security deposit, if any; (m) the Records; (n) copies of all Seller’s Regulatory Approvals and notices sent to Regulators with respect to this Agreement, if required, unless previously provided to Buyer; (viio) a license agreement (the “License Agreement “), executed by Seller, A Power of Attorney in the form attached hereto as of Exhibit HL. (p) the Acquired Assets that are capable of physical delivery, including all Records, and all keys, security codes, combinations and similar items required for entry to and use of the Target Branches; (viiiq) a transition services agreement (fully executed copies of any third-party consents required for the “Transition Services Agreement”assignment of the Assumed Contracts, which such contracts are listed on Schedule 2.1(g), executed by Seller, in the form attached hereto as Exhibit I; (ixr) all original Loan Agreements, including Transferable Records, including the associated promissory notes and other documentation relating to the Loans and to the collateral securing the Loans (which, notwithstanding the provisions of this Section, may be delivered by the Seller to the Buyer within a sublease agreement reasonable time subsequent to the Closing, not to exceed thirty (the “Sublease”30) days), executed by Seller, in the form attached hereto as Exhibit J; (xs) a sales and marketing agreement (the “Sales and Marketing Agreement”, and together with the Bxxx of Sale, the Assignment and Assumption Agreement, the Trademarks Agreement, the Copyright Assignment, the Registrant Name Change Agreement, the Transition Services Agreement and the Sublease, the “Ancillary Agreements”), executed by Seller, in the form attached hereto as Exhibit KTitle Policy; and (xit) such other deeds, endorsements, assignments, assumptions and all other instruments of transfer, documents as Buyer reasonably satisfactory in form and substance to Buyer and its counsel, as shall be determines are necessary to vest consummate the Acquisition in Buyer all accordance with the terms and conditions of Seller’s interest in and title to the Purchased Assets and the Assumed Liabilities; provided, however, that such additional documents will not contain any additional representations, warranties or indemnitiesthis Agreement.