Common use of Selling Party Deliveries Clause in Contracts

Selling Party Deliveries. At the Closing, subject to the terms and conditions of this Agreement, the Selling Parties are delivering, or causing to be delivered, to the Buyer Parties (or, if applicable, such specified Buyer Party): (a) the Subject Interests to CEPM by delivering an Assignment of Limited Liability Company Interest accompanied by an instruction letter addressed to the Company’s transfer agent requesting such transfer agent to reflect the sale, transfer and conveyance effectuated hereby on its books and records; (b) with respect to each Selling Party, a certificate duly executed by the Secretary or an Assistant Secretary of such Selling Party, dated the Closing Date, in form and substance reasonably satisfactory to the Buyer Parties, attesting to (i) the resolutions of the Board of Directors or other governing body of such Selling Party, or other required internal corporate authorization, authorizing the execution and delivery of the Basic Documents to which such Selling Party is a party and the consummation of the transactions contemplated hereby, and certifying that such resolutions or other corporate authorization were duly adopted and have not been rescinded or amended as of the Closing Date, and (ii) the incumbency and signature of each officer of such Selling Party who has executed any of the Basic Documents or any other document or instrument delivered in connection herewith; (c) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of each Selling Party; (d) a receipt, dated as of the Closing Date, executed by the Seller Parties and delivered to the Buyer Parties certifying that CECG, on behalf of CEPH, has received the Purchase Price with respect to the Subject Interests sold to CEPM.

Selling Party Deliveries. At the Closing, subject to the terms and conditions of this Agreement, the applicable Selling Parties are deliveringshall have delivered, or causing caused to be delivered, to the Buyer Parties (or, if applicable, such specified Buyer Party):Buyer: (a) the Subject Interests to CEPM by delivering an Assignment certificates or other documents evidencing such Subject Interests at the Closing, all free and clear of Limited Liability Company Interest accompanied by an instruction letter addressed to any Encumbrances or interests of any other party (other than Encumbrances existing under the Company’s transfer agent requesting such transfer agent to reflect the sale, transfer and conveyance effectuated hereby on its books and recordsCEPM Organizational Documents or those arising under applicable securities Laws); (b) evidence of the ownership by CEPM of the Class A Owned Interests and the Class B Owned Interests, free and clear of any Encumbrances or interests of any other party (other than Encumbrances existing under the Company Organizational Documents or those arising under applicable securities Laws); (c) all of the Business Records of CEPM; (d) a counterpart, duly executed by CEPH, of an amendment or supplement to the CEPM operating agreement to the effect that CEPH ceases to be a member of CEPM and reflecting that Buyer is admitted as such member of CEPM; (e) with respect to each Selling Party, a certificate duly executed by the Secretary or an Assistant Secretary of such Selling Party, dated the Closing Date, in form and substance reasonably satisfactory to the Buyer PartiesBuyer, attesting to (i) the Organizational Documents of such Selling Party, (ii) the resolutions of the Board of Directors or other governing body of such Selling Party, or other required internal corporate authorization, Party authorizing the execution and delivery of the Basic Documents to which such Selling Party is a party and the consummation of the transactions contemplated hereby, and certifying that such resolutions or other corporate authorization were duly adopted and have not been rescinded or amended as of the Closing Date, and (iiiii) the incumbency and signature of each officer of such Selling Party who has executed any of the Basic Documents or any other document or instrument delivered in connection herewith; (cf) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of each Selling PartyParty and CEPM; (dg) a counterpart, duly executed by CECG, of the Registration Rights Agreement; (h) a receipt, dated as of the Closing Date, executed by the Seller Parties CECG and delivered to the Buyer Parties certifying that CECG, on behalf of CEPH, CECG has received the Purchase Price Cash Consideration, Stock Consideration and Warrant Consideration with respect to the Subject Interests sold to CEPMBuyer.

Selling Party Deliveries. At the Closing, subject to the terms and conditions of this Agreement, the Selling Parties are deliveringshall have delivered, or causing caused to be delivered, to the Buyer Parties (or, if applicable, such specified Buyer Party):Buyer: (a) the Subject Interests to CEPM by delivering an Assignment certificates or other documents evidencing such Subject Interests at the Closing, all free and clear of Limited Liability any Encumbrances or interests of any other party (other than Encumbrances existing under the Company Interest accompanied by an instruction letter addressed to the Company’s transfer agent requesting such transfer agent to reflect the sale, transfer and conveyance effectuated hereby on its books and recordsLLC Agreement or those arising under applicable securities Laws); (b) with respect to each Selling Party, a certificate duly executed by the Secretary or an Assistant Secretary of such Selling Party, dated the Closing Date, in form and substance reasonably satisfactory to the Buyer PartiesBuyer, attesting to (i) the Organizational Documents of such Selling Party, (ii) the resolutions of the Board of Directors or other governing body of such Selling Party, or other required internal corporate authorization, Party authorizing the execution and delivery of the Basic Documents to which such Selling Party is a party and the consummation of the transactions contemplated hereby, and certifying that such resolutions or other corporate authorization were duly adopted and have not been rescinded or amended as of the Closing Date, and (iiiii) the incumbency and signature of each officer of such Selling Party who has executed any of the Basic Documents or any other document or instrument delivered in connection herewith; (c) with respect to each Selling Party, a certificate duly executed by an executive officer of such Selling Party, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, to the effect that each of the conditions specified in Sections 7.01(a) through 7.01(d) have been satisfied in all respects; (d) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of each Selling Party; (de) a counterpart, duly executed by CECG, of the Registration Rights Agreement; (f) a receipt, dated as of the Closing Date, executed by the Seller Parties CECG and delivered to the Buyer Parties certifying that CECG, on behalf of CEPH, CEGC has received the Purchase Price Cash Consideration, Stock Consideration and Warrant Consideration with respect to the Subject Interests sold to CEPMBuyer.

Selling Party Deliveries. At On or before the Closing, subject to the terms and conditions of this Agreement, the Selling Parties are deliveringwill deliver to Purchasers the following: (i) Certificates, together with executed stock powers, or causing to be delivered, an instrument of assignment as to the Buyer Parties (or, if applicable, such specified Buyer Party): (a) the Subject Interests to CEPM by delivering an Assignment of Limited Liability Company Interest accompanied by an instruction letter addressed to the Company’s transfer agent requesting such transfer agent to reflect the sale, transfer and conveyance effectuated hereby on its books and recordsShares; (bii) with respect to each Selling PartyThe Escrow Agreement, a certificate duly executed by the Secretary or an Assistant Secretary Selling Parties; (iii) The Transition Services Agreement, duly executed by Seller and any of such Selling Partyits Affiliates, dated if required, as parties thereto; (iv) The Claim Handling Agreement, duly executed by Kingsway Amigo Insurance Company; (v) Each other Ancillary Agreement, duly executed by Seller and any of its Affiliates, if required, as parties thereto; (vi) Payment of the portion of the Closing DatePayment required to be paid by Seller pursuant to, and in form and substance reasonably satisfactory accordance with, Section 2.4; (vii) The consents required to be executed with respect to the Buyer Partiestransactions contemplated by this Agreement, attesting to as listed on Schedule 2.7(b); (viii) Resignations of (i) the resolutions each director of each of the Board of Directors or other governing body of such Selling Party, or other required internal corporate authorization, authorizing the execution and delivery of the Basic Documents to which such Selling Party is a party and the consummation of the transactions contemplated hereby, and certifying that such resolutions or other corporate authorization were duly adopted and have not been rescinded or amended as of the Closing Date, Acquired Companies and (ii) the incumbency and signature any officers of each officer of such Selling Party who has executed any of the Basic Documents or any other document or instrument delivered in connection herewithAcquired Companies requested by Purchasers; (cix) a certificate dated as A certification of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of each Selling Party; (d) a receipt, non-foreign status dated as of the Closing Date, duly executed by Seller, and complying with the Seller Parties requirements of Treasury Regulation Section 1.1445-2(b)(2) in a form reasonably acceptable to Purchasers; (x) Evidence satisfactory to Purchasers of the completion of the Distribution, the Restructuring and delivered transfer or disposition of the Excluded Assets pursuant to Section 6.8; (xi) Evidence satisfactory to Purchasers that Purchasers’ designees have been granted sole signatory power and the sole power to issue instructions relating to the Buyer Parties certifying that CECGaccounts listed on Schedule 3.36; (xii) Assignment of invention agreements, on behalf in form and substance satisfactory to Purchasers, with all employees and contractors of CEPH, has received the Purchase Price with respect Acquired Companies who contributed to the Subject Interests sold development of the web portals used in the Business; (xiii) The Net Lease Security Documents; and (xiv) Any certificates or other deliveries contemplated by Article IX or the other provisions hereof to CEPMbe made by the Selling Parties on or before the Closing Date.