Common use of Shareholders' Deliveries Clause in Contracts

Shareholders' Deliveries. (a) The Shareholders shall deliver to Buyer the certificates representing the outstanding Corporations' Stock free and clear of all liens, security interests, claims and encumbrances, accompanied by a stock power duly executed in blank. (b) The Owner shall deliver to Buyer (and/or its designee) an executed bill xx sale or bills of sale and other instruments of transfer and conveyance for the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date of all of the Owner's right, title and interest in and to all of the Assets, accompanied by all third party consents required with respect thereto, including, without limitation, written evidence of the release of the liens and encumbrances with respect to the Assets; (c) The Owner shall deliver to Buyer an executed assignment or transfer of the Assumed Contracts and Governmental Permits accompanied by all third party consents required with respect thereto; (d) The Shareholders shall deliver to Buyer (and/or its designee) all motor vehicle registrations and ownership documents for the motor vehicles being acquired by Buyer; (e) The Shareholders shall deliver to Buyer an opinion of counsel for the Shareholders, dated as of the Closing Date, in substantially the form attached hereto as Exhibit 8.2(e). (f) The Shareholders shall deliver evidence reasonably satisfactory to Buyer that all required third-party consents to the transactions contemplated hereby, including without limitation all Required Governmental Consents and all required consents of the landlords under all real estate leases to which any Seller is a party, were obtained and the Shareholders shall deliver an estoppel certificate from the landlords under all real estate leases to which any Seller is a party confirming the terms thereof and the rental amount owing thereunder, certifying that such lease is in full force and effect, that the Seller is not in default under any of the terms or conditions thereof, that there have been no amendments or modifications to any such lease (or specifying the same), and otherwise containing such statements and certifications as Buyer may require. (g) Each Seller shall deliver to Buyer evidence satisfactory to Buyer showing that all written employment contracts and all oral employment contracts other than those that are terminable "at will" without payment of severance (other than normal severance benefits approved by Buyer) or other benefits with non-union employees of each Seller (including, without limitation, stock options or other rights to obtain equity in any Corporation) have been terminated, effective on or before the Closing Date. (h) The Shareholders shall cause each officer and director of each Corporation to deliver a resignation as an officer and/or director of each Corporation together with a general release of each officer and director who is not a Shareholder releasing each Corporation from all obligations under any indemnification agreements, the charter documents of each Corporation, or otherwise, arising out of or relating to this Agreement or the consummation of the transactions contemplated thereby, other than obligations arising after the Closing Date under this Agreement. (i) The Shareholders shall execute and deliver the Escrow Agreement. (j) The Shareholders shall deliver to Buyer a counterpart of the Employment Agreements executed by the Key Managers in the form of Exhibit 8.1(f). (k) Each Shareholder shall execute and deliver the Second Amended and Restated Investors' Rights Agreement in the form of Exhibit 8.1(g). (l) Great Plains shall execute and deliver the Solid Waste Delivery Agreement in the form of Exhibit 8.1(h).

Shareholders' Deliveries. (a) The At or promptly after the Effective Time, the Shareholders shall deliver to Buyer WCI in accordance with Section 2.4 the certificates representing the outstanding Corporations' Stock free and clear of all liens, security interests, claims and encumbrances, accompanied by a stock power duly executed in blank. (b) The Owner shall deliver to Buyer (and/or its designee) an executed bill xx sale or bills of sale and other instruments of transfer and conveyance for At the full and complete transferClosing, conveyance, assignment and delivery to Buyer on the Closing Date of all of the Owner's right, title and interest in and to all of the Assets, accompanied by all third party consents required with respect thereto, including, without limitation, written evidence of the release of the liens and encumbrances with respect to the Assets; (c) The Owner shall deliver to Buyer an executed assignment or transfer of the Assumed Contracts and Governmental Permits accompanied by all third party consents required with respect thereto; (d) The Shareholders shall deliver to Buyer (and/or its designee) all motor vehicle registrations and ownership documents for the motor vehicles being acquired by Buyer; (e) The Shareholders shall deliver to Buyer WCI an opinion of one or more counsel for the Shareholders, dated as of the Closing Date, covering in substantially substance the form attached hereto as matters described in Exhibit 8.2(e8.2(b). (fc) The At the Closing, the Shareholders shall deliver evidence reasonably satisfactory to Buyer WCI that all required third-party consents to the transactions contemplated hereby, including without limitation all Required Governmental Consents and all required consents of the landlords under all real estate leases to which any Seller is a partyConsents, were obtained and the Corporations or the Shareholders shall deliver an estoppel certificate from the landlords under all real estate leases to which any Seller each of the Corporations is a party confirming the terms thereof and the rental amount owing thereunder, certifying that such lease is in full force and effect, that the Seller Corporation is not in default under any of the terms or conditions thereof, that there have been no amendments or modifications to any such lease (or specifying the same), and otherwise containing such statements and certifications as Buyer WCI may reasonably require. (gd) Each Seller shall deliver to Buyer evidence satisfactory to Buyer showing that all written employment contracts and all oral employment contracts other than those that are terminable "at will" without payment of severance (other than normal severance benefits approved by Buyer) or other benefits with non-union employees of each Seller (includingAt the Closing, without limitation, stock options or other rights to obtain equity in any Corporation) have been terminated, effective on or before the Closing Date. (h) The Shareholders shall cause each officer and director of each Corporation of the Corporations to deliver a resignation as an officer and/or director of each Corporation that Corporation, together with a general release of each officer and director who is not a Shareholder releasing each Corporation from all obligations under any indemnification agreementsthe Corporations from (e) At the Closing, the charter documents of each CorporationShareholders shall deliver the Filed Plans duly executed by the respective Corporations. (f) At the Closing, or otherwise, arising out of or the Shareholders shall execute and deliver such other instruments and items as WCI shall reasonably request relating to this Agreement or the consummation of the transactions contemplated thereby, other than obligations arising after the Closing Date under by this Agreement. (g) At the Closing, the Shareholders shall execute and deliver the Affiliate Letter (the "Affiliate Letter") substantially in the form of Exhibit 8.2(g). (h) Donaxx xxx Irmgxxx xxxll execute and deliver to WCI counterparts of their respective Employment Agreements. (i) The Shareholders shall execute and deliver to WCI the Escrow Common Stock Agreement. (j) The Shareholders shall deliver to Buyer a counterpart of the Employment Agreements executed by the Key Managers in the form of Exhibit 8.1(f). (k) Each Shareholder shall execute and deliver the Second Amended and Restated Investors' Rights Agreement in the form of Exhibit 8.1(g). (l) Great Plains shall execute and deliver the Solid Waste Delivery Agreement in the form of Exhibit 8.1(h).

Shareholders' Deliveries. (a) The At the Closing, the Shareholders shall deliver to Buyer or Advantage Reimbursement, LLC, as applicable, all of the certificates representing following: (a) a copy of the outstanding Corporations' Stock free and clear Certificate of all liens, security interests, claims and encumbrances, accompanied Incorporation of HAI certified as of a recent date by a stock power duly executed in blank.the Secretary of State of the State of Delaware; (b) The Owner shall deliver to Buyer (and/or its designee) an executed bill xx sale or bills a certificate of sale and other instruments good standing of transfer and conveyance for HAI issued as of a recent date by the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date Secretary of all State of the Owner's right, title and interest in and to all State of the Assets, accompanied by all third party consents required with respect thereto, including, without limitation, written evidence of the release of the liens and encumbrances with respect to the AssetsDelaware; (c) The Owner shall deliver to Buyer an executed assignment or transfer a certificate of the Assumed Contracts Chief Executive Officer of HAI, dated the Closing Date, in form and Governmental Permits accompanied by all third party consents required with respect theretosubstance reasonably satisfactory to Buyer, as to: (i) no amendments to the Certificate of Incorporation of HAI since a specified date; (ii) the Bylaws of HAI; (iii) the resolutions of the Shareholders and board of directors of HAI authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (iv) incumbency and signature of the officer of HAI executing this Agreement; (d) The the certificates of HAI and each of the Shareholders shall deliver to Buyer (and/or its designee) all motor vehicle registrations contemplated by Sections 7.1 and ownership documents for 7.2, duly executed by an authorized officer of HAI and each of the motor vehicles being acquired by BuyerShareholders, respectively; (e) The Shareholders shall deliver to Buyer an opinion of counsel for the Shareholders, dated as of the Closing DateAssignment Separate from Certificate, in substantially the form attached hereto as Exhibit 8.2(e).A (the “Assignment”) duly executed by each Shareholder; (f) The Shareholders shall deliver evidence reasonably satisfactory to Buyer that all required third-party consents consents, waivers or approvals obtained by HAI with respect to the transactions contemplated hereby, including without limitation all Required Governmental Consents and all required consents of the landlords under all real estate leases to which any Seller is a party, were obtained and the Shareholders shall deliver an estoppel certificate from the landlords under all real estate leases to which any Seller is a party confirming the terms thereof and the rental amount owing thereunder, certifying that such lease is in full force and effect, that the Seller is not in default under any of the terms or conditions thereof, that there have been no amendments or modifications to any such lease (or specifying the same), and otherwise containing such statements and certifications as Buyer may require. (g) Each Seller shall deliver to Buyer evidence satisfactory to Buyer showing that all written employment contracts and all oral employment contracts other than those that are terminable "at will" without payment of severance (other than normal severance benefits approved by Buyer) or other benefits with non-union employees of each Seller (including, without limitation, stock options or other rights to obtain equity in any Corporation) have been terminated, effective on or before the Closing Date. (h) The Shareholders shall cause each officer and director of each Corporation to deliver a resignation as an officer and/or director of each Corporation together with a general release of each officer and director who is not a Shareholder releasing each Corporation from all obligations under any indemnification agreements, the charter documents of each Corporation, or otherwise, arising out of or relating to this Agreement Advantage Reimbursement Performed Contracts or the consummation of the transactions contemplated thereby, other than obligations arising after the Closing Date under by this Agreement; (g) Employment Agreements in the forms attached hereto as Exhibit B-1 and B-2, duly executed by the applicable individuals; (h) the Indemnification Agreement, in the form attached hereto as Exhibit C (the “Indemnification Agreement”), duly executed by HAI, Advantage Reimbursement, Xxxxxxx and Xxxxxxxxx. (i) The Shareholders shall execute and deliver the Escrow Agreement. (j) The Shareholders shall deliver to Buyer a counterpart an opinion of the Employment Agreements executed by Shareholders’ legal counsel, dated the Key Managers Closing Date, in the form of Exhibit 8.1(f).D hereto; (j) a signed resignation of each of the directors of HAI, effective as of the Closing Date; (k) Each Shareholder shall execute the corporate minute book of HAI and deliver the Second Amended and Restated Investors' Rights Agreement any other corporate records as may be in the form possession of Exhibit 8.1(g).the Shareholders as Buyer may request; (l) Great Plains such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer or Advantage Reimbursement, LLC may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the assignment of the Advantage Reimbursement Performed Contracts to Advantage Reimbursement, LLC; (m) IRS Form 8023, Elections Under Section 338 for Corporations Making Qualified Stock Purchases, properly completed and executed by the Shareholders, as contemplated in Section 10.3; and (n) such other Closing documents as shall execute have been reasonably requested by Buyer, in form and deliver the Solid Waste Delivery Agreement in the form of Exhibit 8.1(h)substance reasonably accepted by Buyer’s counsel.