Common use of The Closing; Closing Deliveries Clause in Contracts

The Closing; Closing Deliveries. (a) The closing of the transactions contemplated hereby (collectively, the “Closing”) shall take place at the offices of Seyfarth Xxxx LLP, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 (or remotely by electronic mail or facsimile exchange of documents and signatures), at 10:00 A.M. CST on the date hereof, with such Closing effective as of 12:01 a.m. CST on such date. The date of the Closing is referred to as the “Closing Date.” (b) At the Closing, Sellers shall deliver (duly and fully executed, acknowledged and notarized, as appropriate) to Purchaser the following: (i) a counterpart to the Xxxx of Sale and Assignment and Assumption Agreement in the form set forth on Annex B-1 and Annex B-2 attached hereto (together, the “Bills of Sale and Assignment and Assumption Agreements”); (ii) a counterpart to the Trademark Assignment Agreement in the form set forth on Annex D-1 and Annex D-2 attached hereto (together, the “Trademark Assignment Agreements”); (iii) a counterpart to the Domain Name Assignment Agreement in the form set forth on Annex E-1 and Annex E-2 attached hereto (the “Domain Name Assignment Agreements”); (iv) a counterpart to the Transition Services Agreement in the form set forth on Annex F attached hereto (the “Transition Services Agreement”); (v) a power of attorney in the form set forth on Annex G attached hereto; (vi) acknowledgement of receipt of the Cash Consideration (less the Working Capital Holdback); (vii) a certificate of the secretary of each Seller, dated as of the Closing Date, certifying: (A) that such Seller is in good standing in its jurisdiction of formation and each jurisdiction in which it is qualified to conduct business (and including therewith a good standing or similar certificate issued by the Secretary of State of each such jurisdiction no earlier than five (5) Business Days prior to the Closing Date); (B) that the copies of its Governing Documents attached thereto are complete and correct and remain unamended and in full force and effect; and (C) that copies of the resolutions adopted by the board of directors or similar governing body of such Seller authorizing the execution, delivery and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, in each case, have been duly adopted and remain unamended and in full force and effect, together with a certificate as to the incumbency and specimen signature of each officer of such Seller executing this Agreement and the Transaction Documents and any other document delivered in connection herewith on behalf of such Seller; (viii) non-foreign affidavits from each Seller dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations promulgated under Section 1445 of the Code, stating that such Seller, as the case may be, is not a foreign person as defined in Section 1445 of the Code; and (ix) pay-off letters, in form and substance acceptable to Purchaser, from each of the Persons contemplated by Sections 2.3(a) - (c) above, confirming the repayment in full of all Indebtedness owed to such Person as of the Closing Date, and providing that all claims of such lender in and to the Purchased Assets have been terminated and all terminations and releases (including UCC-3 termination statements) executed by such Person necessary to evidence such termination. (c) At the Closing, Purchaser shall deliver (duly and fully executed, acknowledged and notarized, as appropriate) to Sellers the following: (i) a counterpart to the Xxxx of Sale and Assignment and Assumption Agreement in the form set forth on Annex B-1 and Annex B-2 attached hereto (together, the “Xxxx of Sale and Assignment and Assumption Agreements”); (ii) a counterpart to the Trademark Assignment Agreement in the form set forth on Annex D-1 and Annex D-2 attached hereto (together, the “Trademark Assignment Agreements”); (iii) a counterpart to the Domain Name Assignment Agreement in the form set forth on Annex E-1 and Annex E-2 attached hereto (the “Domain Name Assignment Agreements”); (iv) a counterpart to the Transition Services Agreement in the form set forth on Annex F attached hereto (the “Transition Services Agreement”); and (v) a certificate of the secretary of Purchaser, dated as of the Closing Date, certifying: (A) that Purchaser is in good standing in its jurisdiction of formation (and including therewith a good standing or similar certificate issued by the Secretary of State of its jurisdiction of formation no earlier than five (5) Business Days prior to the Closing Date); (B) that the copies of its Governing Documents attached thereto are complete and correct and remain unamended and in full force and effect; and (C) that copies of the resolutions adopted by the board of directors or similar governing body of such Purchaser authorizing the execution, delivery and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, in each case, have been duly adopted and remain unamended and in full force and effect, together with a certificate as to the incumbency and specimen signature of each officer of Purchaser executing this Agreement and the Transaction Documents and any other document delivered in connection herewith on behalf of Purchaser.

The Closing; Closing Deliveries. (a) The closing of the transactions contemplated hereby (collectively, the “"Closing”") shall take place at Seller's offices at 3M Center, St. Paul, Xxnnesota, commencing at 9 a.m., Central time, on the offices fifth business day after termination or expiration of Seyfarth Xxxx LLPthe applicable waiting period (and any extension thereof) under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, 000 Xxxxx Xxxxxxxx Xxxxxxas amended, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 and the rules and regulations thereunder (or remotely by electronic mail or facsimile exchange of documents and signaturesthe "HSR Act"), or at 10:00 A.M. CST on the date hereof, with such Closing effective as of 12:01 a.m. CST other time and/or place and/or on such dateother date as the parties may mutually agree (the "Closing Date"). The date Notwithstanding the above, under no circumstances shall the Closing Date occur later 6 than the Termination Date (as defined in Section 6.04(b)). Time is of the Closing is referred essence in this transaction. Notwithstanding failure to as meet the “Closing Dateconditions set forth in Section 7.02 (with respect to antitrust matters only) or Section 7.03, Buyer's failure to close on or prior to the Termination Date shall constitute a breach of this Agreement; provided, however, that Seller's failure to perform or observe in any material respect any of its covenants or agreements contained in this Agreement shall not have been the cause of, or result in, Buyer's failure to close on or before such date.” (bi) At In addition to and without limiting any other provision of this Agreement, the Closing, Sellers Seller shall deliver (duly and fully executed, acknowledged and notarized, as appropriate) to Purchaser Buyer at the Closing the following: (iA) a counterpart the stock certificates evidencing the Stock, together with such endorsements or duly executed assignments separate from certificate as may be required to vest all right, title and interest in and to the Xxxx Stock in Buyer; (B) the stock books, stock transfer ledgers, minute books and corporate seals of Sale the Company; (C) the various certificates, instruments and Assignment and Assumption Agreement documents referred to in the form set forth on Annex B-1 and Annex B-2 attached hereto Article VII; and (together, the “Bills of Sale and Assignment and Assumption Agreements”);D) such other instruments as Buyer or its counsel may reasonably request. (ii) a counterpart In addition to the Trademark Assignment Agreement in the form set forth on Annex D-1 and Annex D-2 attached hereto (together, the “Trademark Assignment Agreements”); (iii) a counterpart to the Domain Name Assignment Agreement in the form set forth on Annex E-1 and Annex E-2 attached hereto (the “Domain Name Assignment Agreements”); (iv) a counterpart to the Transition Services Agreement in the form set forth on Annex F attached hereto (the “Transition Services Agreement”); (v) a power of attorney in the form set forth on Annex G attached hereto; (vi) acknowledgement of receipt of the Cash Consideration (less the Working Capital Holdback); (vii) a certificate of the secretary of each Seller, dated as of the Closing Date, certifying: (A) that such Seller is in good standing in its jurisdiction of formation and each jurisdiction in which it is qualified to conduct business (and including therewith a good standing or similar certificate issued by the Secretary of State of each such jurisdiction no earlier than five (5) Business Days prior to the Closing Date); (B) that the copies of its Governing Documents attached thereto are complete and correct and remain unamended and in full force and effect; and (C) that copies of the resolutions adopted by the board of directors or similar governing body of such Seller authorizing the execution, delivery and performance without limiting any other provision of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, in each case, have been duly adopted and remain unamended and in full force and effect, together with a certificate as to the incumbency and specimen signature of each officer of such Seller executing this Agreement and the Transaction Documents and any other document delivered in connection herewith on behalf of such Seller; (viii) non-foreign affidavits from each Seller dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations promulgated under Section 1445 of the Code, stating that such SellerBuyer shall pay or deliver, as the case may be, is not a foreign person to Seller as defined in Section 1445 of the Code; and (ix) pay-off letters, in form and substance acceptable to Purchaser, from each of the Persons contemplated by Sections 2.3(a) - (c) above, confirming the repayment in full of all Indebtedness owed to such Person as of the Closing Date, and providing that all claims of such lender in and to the Purchased Assets have been terminated and all terminations and releases (including UCC-3 termination statements) executed by such Person necessary to evidence such termination. (c) At the Closing, Purchaser shall deliver (duly and fully executed, acknowledged and notarized, as appropriate) to Sellers the following: (iA) a counterpart to the Xxxx of Sale Purchase Price (as defined in Section 1.03) and Assignment and Assumption Agreement in the form payable as set forth on Annex B-1 and Annex B-2 attached hereto in Section 1.03; (together, B) the “Xxxx of Sale and Assignment and Assumption Agreements”payment described in Section 9.02(a); (iiC) a counterpart the various certificates, instruments and documents referred to the Trademark Assignment Agreement in the form set forth on Annex D-1 and Annex D-2 attached hereto (together, the “Trademark Assignment Agreements”); (iii) a counterpart to the Domain Name Assignment Agreement in the form set forth on Annex E-1 and Annex E-2 attached hereto (the “Domain Name Assignment Agreements”); (iv) a counterpart to the Transition Services Agreement in the form set forth on Annex F attached hereto (the “Transition Services Agreement”)Article VIII; and (vD) a certificate of the secretary of Purchaser, dated such other instruments as of the Closing Date, certifying: (A) that Purchaser is in good standing in its jurisdiction of formation (and including therewith a good standing Seller or similar certificate issued by the Secretary of State of its jurisdiction of formation no earlier than five (5) Business Days prior to the Closing Date); (B) that the copies of its Governing Documents attached thereto are complete and correct and remain unamended and in full force and effect; and (C) that copies of the resolutions adopted by the board of directors or similar governing body of such Purchaser authorizing the execution, delivery and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, in each case, have been duly adopted and remain unamended and in full force and effect, together with a certificate as to the incumbency and specimen signature of each officer of Purchaser executing this Agreement and the Transaction Documents and any other document delivered in connection herewith on behalf of Purchasercounsel for Seller may reasonably request.

The Closing; Closing Deliveries. (a) The closing of the transactions contemplated hereby (collectively, the “Closing”) shall take place (i) at the offices of Seyfarth Xxxx Xxxxxxxx & Xxxxx LLP, 000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxxx XX 00000 (or remotely by via the electronic mail or facsimile exchange of documents and signaturesclosing deliveries), commencing at 10:00 A.M. CST a.m. New York local time, on the date hereofthat is the third Business Day after the satisfaction or, with if permissible, waiver of the last of the conditions set forth in Article VII (other than any such Closing effective as conditions that by their terms will not be satisfied until the Closing, but subject to the satisfaction or, if permissible, waiver of 12:01 a.m. CST such conditions at the Closing) or (ii) on such dateother date or at such other time or place as the Parties may mutually agree in writing. The date of on which the Closing actually occurs is hereinafter referred to as the “Closing Date.”” The Closing shall be deemed to have been consummated at 12:01 a.m. New York local time on the Closing Date, and all actions required to be taken pursuant hereto at the Closing (including the delivery of all closing deliveries pursuant to Section 2.03(b) and Section 2.03(c)) shall occur and shall be deemed to take place simultaneously. (b) At the Closing, Sellers Seller shall deliver (duly and fully executeddeliver, acknowledged and notarizedor cause to be delivered, as appropriate) to Purchaser the following: Buyer: (i) a counterpart to the Xxxx of Sale and Assignment and Assumption Agreement in the form set forth on Annex B-1 and Annex B-2 attached hereto (togetherCompany), the “Bills of Sale and Assignment and Assumption Agreements”); duly executed by Revolving Loan Facility (Fund III) Borrower, LLC; (ii) solely in the case of a counterpart to Development Stage Incompletion, the Trademark Assignment Agreement in the form set forth on Annex D-1 and Annex D-2 attached hereto (togetherTGC III FiT LA, the “Trademark Assignment Agreements”LLC); , duly executed by TGC III T/E HoldCo, LLC; (iii) solely in the case of a counterpart to Final POLA Carport Payment Incompletion, the Domain Name Assignment Agreement in the form set forth on Annex E-1 and Annex E-2 attached hereto (the “Domain Name Assignment Agreements”USPS LA Solar Holdings, LLC); , duly executed by TGC III T/E HoldCo, LLC; (iv) a counterpart to the Transition Services Agreement in the form set forth on Annex F attached hereto Community Solar (the “Transition Services Agreement”); MA) Assignment, duly executed by MA Community Solar (Fund III) LLC; (v) a power of attorney in the form set forth on Annex G attached hereto; Community Solar (NY) Assignment, duly executed by TGC III Community Solar Services, LLC; (vi) acknowledgement (A) the MBTA Master Lease Assignment, duly executed by TGC III MA Portfolio Operating, LLC and (B) evidence that the prior written notice required by the second paragraph of receipt Section 15.a of the Cash Consideration (less MBTA Master Xxxxx has been delivered to MBTA at last fifteen days prior to the Working Capital Holdback); Closing; (vii) a certificate the Escrow Agreement, duly executed by Seller; (viii) evidence of the secretary resignation or removal, effective as of the Closing, of each Sellerof the individuals serving as a director, manager or officer (in his or her capacity as such) of each Acquired Company as of immediately prior to the Closing; (ix) one or more certificates, dated as of the Closing Date, certifying: (A) that such Seller is each of which satisfies the requirements set forth in good standing in its jurisdiction of formation and each jurisdiction in which it is qualified to conduct business (and including therewith a good standing or similar certificate issued by the Secretary of State of each such jurisdiction no earlier than five (5) Business Days prior to the Closing Date); (B) that the copies of its Governing Documents attached thereto are complete and correct and remain unamended and in full force and effect; and (C) that copies of the resolutions adopted by the board of directors or similar governing body of such Seller authorizing the execution, delivery and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, in each case, have been duly adopted and remain unamended and in full force and effect, together with a certificate as to the incumbency and specimen signature of each officer of such Seller executing this Agreement and the Transaction Documents and any other document delivered in connection herewith on behalf of such Seller; (viii) non-foreign affidavits from each Seller dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations promulgated under Section 1445 1.1445-2 and Section 1446(f)(2) of the Code, stating attesting that such Seller, as Revolving Loan Facility (Fund III) Borrower, LLC and (solely in the case may be, is not of a foreign person as defined in Section 1445 of the Code; and (ix) pay-off letters, in form and substance acceptable to Purchaser, from each of the Persons contemplated by Sections 2.3(a) - (c) above, confirming the repayment in full of all Indebtedness owed to such Person as of the Closing Date, and providing that all claims of such lender in and to the Purchased Assets have been terminated and all terminations and releases (including UCC-3 termination statements) executed by such Person necessary to evidence such termination.Development Stage Incompletion or a Final POLA Carport Payment (c) At the Closing, Purchaser without limiting Buyer’s obligation to pay with the amounts described in Section 2.01(b), Buyer shall deliver (duly and fully executeddeliver, acknowledged and notarizedor cause to delivered, as appropriate) to Sellers the following: Seller: (i) a counterpart to the Xxxx of Sale and Assignment and Assumption Agreement in the form set forth on Annex B-1 and Annex B-2 attached hereto (togetherCompany), the “Xxxx of Sale and Assignment and Assumption Agreements”); duly executed by Buyer; (ii) solely in the case of a counterpart to Development Stage Incompletion, the Trademark Assignment Agreement in the form set forth on Annex D-1 and Annex D-2 attached hereto (togetherTGC III FiT LA, the “Trademark Assignment Agreements”LLC); , duly executed by an Affiliate of Buyer to be designated by Buyer; (iii) solely in the case of a counterpart to Final POLA Carport Payment Incompletion, the Domain Name Assignment Agreement in the form set forth on Annex E-1 and Annex E-2 attached hereto (the “Domain Name Assignment Agreements”USPS LA Solar Holdings, LLC); , duly executed by an Affiliate of Buyer to be designated by Buyer; (iv) a counterpart the Community Solar (MA) Assignment, duly executed by Buyer or an Affiliate of Buyer to the Transition Services Agreement in the form set forth on Annex F attached hereto (the “Transition Services Agreement”)be designated by Buyer; and (v) a certificate the Community Solar (NY) Assignment, duly executed by Buyer or an Affiliate of the secretary of Purchaser, dated as of the Closing Date, certifying: (A) that Purchaser is in good standing in its jurisdiction of formation (and including therewith a good standing or similar certificate issued Buyer to be designated by the Secretary of State of its jurisdiction of formation no earlier than five (5) Business Days prior to the Closing Date)Buyer; (Bvi) that the copies MBTA Master Lease Assignment, duly executed by Buyer or an Affiliate of its Governing Documents attached thereto are complete and correct and remain unamended and in full force and effectBuyer to be designated by Buyer; and (Cvii) that copies of the resolutions adopted by the board of directors or similar governing body of such Purchaser authorizing the execution, delivery and performance of this Escrow Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, in each case, have been duly adopted and remain unamended and in full force and effect, together with a certificate as to the incumbency and specimen signature of each officer of Purchaser executing this Agreement and the Transaction Documents and any other document delivered in connection herewith on behalf of Purchaser.executed by Xxxxx;

The Closing; Closing Deliveries. (a) The closing consummation of the Share Purchases, the Redemption and the other transactions contemplated hereby (collectively, the “Closing”) shall take place at a closing (the "Closing") to be held at 10:00 a.m., Washington time, on a date to be designated by the Shareholders, the Purchaser and the Company, which date shall be no later than the second (2nd) Business Day after satisfaction or, if permissible pursuant to the terms hereof, waiver of the conditions set forth in Article VII hereof 10 (the "Closing Date"), at the offices of Seyfarth Xxxx LLPXxxxxx & Xxxxxxx, 000 Xxxxx Xxxxxxxx 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000X.X., XxxxxxxXxxxxxxxxx, Xxxxxxxx 00000 (X.X. 00000, unless another time, date or remotely place is mutually agreed upon in writing by electronic mail or facsimile exchange of documents the Shareholders, the Purchaser and signatures), at 10:00 A.M. CST on the date hereof, with such Closing effective as of 12:01 a.m. CST on such date. The date of the Closing is referred to as the “Closing DateCompany.” (b) At the Closing, Sellers the Company shall deliver (duly and fully executeddeliver, acknowledged and notarizedor cause to be delivered, as appropriate) to Purchaser the following: (i) to each of Genstar and Stargen, a counterpart Shareholder Note issuable to the Xxxx of Sale each such Shareholder pursuant to Section 2.3 hereof and Assignment and Assumption Agreement in the form principal amount set forth on Annex B-1 and Annex B-2 attached hereto (together, the “Bills of Sale and Assignment and Assumption Agreements”)Exhibit 2.3 hereto; (ii) a counterpart to the Trademark Assignment Agreement in Purchaser, a certificate representing the form set forth on Annex D-1 and Annex D-2 attached hereto Newly Issued Shares (together, the “Trademark Assignment Agreements”"New Share Certificate");; and (iii) a counterpart all other certificates, instruments and other documents required to be delivered by the Domain Name Assignment Agreement in the form set forth Company on Annex E-1 and Annex E-2 attached hereto (the “Domain Name Assignment Agreements”); (iv) a counterpart to the Transition Services Agreement in the form set forth on Annex F attached hereto (the “Transition Services Agreement”); (v) a power of attorney in the form set forth on Annex G attached hereto; (vi) acknowledgement of receipt of the Cash Consideration (less the Working Capital Holdback); (vii) a certificate of the secretary of each Seller, dated as of or before the Closing Date, certifying: (A) that such Seller is in good standing in its jurisdiction of formation and each jurisdiction in which it is qualified pursuant to conduct business (and including therewith a good standing or similar certificate issued by the Secretary of State of each such jurisdiction no earlier than five (5) Business Days prior to the Closing Date); (B) that the copies of its Governing Documents attached thereto are complete and correct and remain unamended and in full force and effect; and (C) that copies of the resolutions adopted by the board of directors or similar governing body of such Seller authorizing the execution, delivery and performance of this Agreement, including the Transaction Documents certificates, instruments and other documents referred to in Section 7.2 hereof, or as may reasonably be requested by the Purchaser in order to consummate the transactions contemplated hereby and thereby, in each case, have been duly adopted and remain unamended and in full force and effect, together with a certificate as to the incumbency and specimen signature of each officer of such Seller executing this Agreement and the Transaction Documents and any other document delivered in connection herewith on behalf of such Seller; (viii) non-foreign affidavits from each Seller dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations promulgated under Section 1445 of the Code, stating that such Seller, as the case may be, is not a foreign person as defined in Section 1445 of the Code; and (ix) pay-off letters, in form and substance acceptable to Purchaser, from each of the Persons contemplated by Sections 2.3(a) - (c) above, confirming the repayment in full of all Indebtedness owed to such Person as of the Closing Date, and providing that all claims of such lender in and to the Purchased Assets have been terminated and all terminations and releases (including UCC-3 termination statements) executed by such Person necessary to evidence such terminationhereby. (c) At the Closing, the Purchaser shall deliver (duly and fully executeddeliver, acknowledged and notarizedor cause to be delivered, as appropriate) to Sellers the following: (i) a counterpart to each Shareholder, that portion of the Xxxx of Sale Aggregate Share Purchase Price payable to each such Shareholder pursuant to Section 2.1(b) hereof and Assignment and Assumption Agreement in the form amount set forth on Annex B-1 and Annex B-2 attached hereto Exhibit 2.3 hereto, payable by certified or cashier's check, or by wire transfer of immediately available funds to an account designated by each such Shareholder in writing at least one (together, 1) day prior to the “Xxxx of Sale and Assignment and Assumption Agreements”)Closing Date; (ii) a counterpart to the Trademark Assignment Agreement in the form set forth on Annex D-1 and Annex D-2 attached hereto (togetherCompany, the “Trademark Assignment Agreements”New Share Purchase Price; and (iii) all other certificates, instruments and other documents required to be delivered by the Purchaser on or before the Closing pursuant to this Agreement, including the certificates, instruments and other documents referred to in Section 7.1 hereof, or as may reasonably be requested by the Company or the Shareholders in order to consummate the transactions contemplated hereby. (d) At the Closing, the Shareholders shall deliver, or cause to be delivered, the following: (i) to the Purchaser, certificates representing the Shares (each a "Share Certificate" and collectively the "Share Certificates"), duly endorsed or accompanied by stock powers duly endorsed in blank with any required transfer stamp affixed thereto; (ii) to the Company, certificates representing the Redeemed Shares (each a "Redeemed Share Certificate" and collectively the "Redeemed Share Certificates"), duly endorsed or accompanied by stock powers duly endorsed in blank with any required transfer stamp affixed thereto; (iii) a counterpart to the Domain Name Assignment Agreement in Purchaser, the form set forth on Annex E-1 Shareholder Note to which such Shareholder is entitled under Section 2.3 hereof and Annex E-2 attached hereto (the “Domain Name Assignment Agreements”);Exhibit 2.3 hereto, as security for such Shareholder's indemnification obligations under this Agreement; and (iv) a counterpart all other certificates, instruments and other documents required to be delivered by the Transition Services Agreement in the form set forth Shareholders on Annex F attached hereto (the “Transition Services Agreement”); and (v) a certificate of the secretary of Purchaser, dated as of or before the Closing Date, certifying: (A) that Purchaser is in good standing in its jurisdiction of formation (and including therewith a good standing or similar certificate issued by the Secretary of State of its jurisdiction of formation no earlier than five (5) Business Days prior pursuant to the Closing Date); (B) that the copies of its Governing Documents attached thereto are complete and correct and remain unamended and in full force and effect; and (C) that copies of the resolutions adopted by the board of directors or similar governing body of such Purchaser authorizing the execution, delivery and performance of this Agreement, including the Transaction Documents certificates, instruments and other documents referred to in Section 7.2 hereof, or as may reasonably be requested by the Purchaser in order to consummate the transactions contemplated hereby hereby. (e) At the Closing, the Company shall (i) distribute to each Optionholder the cash amount set forth opposite the name of each such Optionholder on Exhibit 2.2 hereto, less an amount equal to any applicable withholding Taxes required to be withheld upon the cancellation of each Company Option held by each such Optionholder, and thereby, in each case, have been duly adopted and remain unamended and in full force and effect, together with a certificate as (ii) disburse all amounts so withheld pursuant to clause (i) of this Section 2.5(e) to the incumbency applicable federal and specimen signature state taxing authorities. No interest will accrue or be paid on any amounts payable upon cancellation of each officer of Purchaser executing a Company Option pursuant to this Agreement and the Transaction Documents and any other document delivered in connection herewith on behalf of PurchaserArticle II.