Common use of Closing Closing Deliveries Clause in Contracts

Closing Closing Deliveries. (a) Subject to the terms and conditions of this Framework Agreement, the transactions contemplated in this Framework Agreement will take place at a closing (the “Closing”) to be held on the Effective Date at a mutually agreeable location or by the exchange of electronic documentation. (b) At the Closing or prior to the Closing, each Party will deliver to the other: (i) an executed counterpart to each of the Transaction Agreements; (ii) all payments then due (if any) under the Transaction Agreements; (iii) all other agreements, documents, instruments, certificates, or other information or materials required to be delivered at the Closing by that Party under the Transaction Agreements; and (iv) a certificate of the Secretary of that Party certifying: (x) that attached to the certificate are true and complete copies of all resolutions adopted by the board of directors or managers of that Party authorizing the execution, delivery, and performance of each Transaction Agreement and the consummation of the transactions contemplated under the Transaction Agreements, that all of those resolutions are in full force and effect, and are all the resolutions adopted in connection with the transactions contemplated by the Transaction Agreements; and (y) the names of the officers of that Party authorized to sign each Transaction Agreement and the other documents to be delivered under the Transaction Agreements. 2 MASTER INTERCOMPANY FRAMEWORK AGREEMENT

Closing Closing Deliveries. (a) Subject to the terms and conditions of this Framework Agreement, the transactions contemplated in this Framework Agreement will take place at a closing (the “Closing”) to be held on the Effective Date at a mutually agreeable location or by the exchange of electronic documentation. (b) At the Closing or prior to the Closing, each Party will deliver to the other: (i) an executed counterpart to each of the Transaction Agreements; (ii) all payments then due (if any) under the Transaction Agreements; (iii) all other agreements, documents, instruments, certificates, or other information or materials required to be delivered at the Closing by that Party under the Transaction Agreements; and (iv) a certificate of the Secretary of that Party certifying: (x) that attached to the certificate are true and complete copies of all resolutions adopted by the board of directors or managers of that Party authorizing the execution, delivery, and performance of each Transaction Agreement and the consummation of the transactions contemplated under the Transaction Agreements, that all of those resolutions are in full force and effect, and are all the resolutions adopted in connection with the transactions contemplated by the Transaction Agreements; and (y) the names of the officers of that Party authorized to sign each Transaction Agreement and the other documents to be delivered under the Transaction Agreements. 2 MASTER INTERCOMPANY FRAMEWORK AGREEMENT.