Closing Deliverables Clause Samples

Closing Deliverables. At the Closing, (a) Orchid Asia shall deliver or cause to be delivered to the Company: (i) to the extent not previously delivered, an amount equal to the Subscription Price by wire transfer of immediately available funds in U.S. dollars to the bank account of the Company set forth in SCHEDULE 2; and (ii) the Shareholders Agreement, duly executed by Orchid Asia. (b) the Company shall deliver or cause to be delivered to Orchid Asia: (i) a copy of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing that the Subscription Shares have been issued and credited as fully-paid and registered under the name of Orchid Asia; (ii) a copy of a share certificate in the name of Orchid Asia, dated as of the Closing Date and to be duly executed on behalf of the Company, evidencing Orchid Asia’s ownership of the Subscription Shares; (iii) an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, as Cayman Islands counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT C hereto, and an opinion of Beijing Dentons Law Offices, LLP, as PRC counsel to the Company, addressed to Orchid Asia and dated as of the Closing Date, in the form set forth in EXHIBIT D hereto; (iv) a copy of this Agreement, with all executed Restructuring Documents attached as EXHIBIT E (including but not limited to the Restructuring Agreement and the VIE Agreements), and each Restructuring Document shall have been entered into in accordance with Section 5.6; (v) a copy of the Shareholders Agreement, duly executed by the Company and the other parties thereto (other than Orchid Asia); and (vi) copies of the duly adopted resolutions of the Board and the shareholders of the Company, duly certified by any authorized signatory of the Company, approving the Transaction Documents and the transactions contemplated thereby and adopting the Amended Articles effective no later than immediately prior to the Closing and, in the case of the resolutions of the shareholders of the Company, waiving any pre-emptive right, right of first refusal, anti-dilution rights and any other similar rights that the shareholders may have in respect of the issuance of the Series B+ Preferred Shares contemplated hereby.

Closing Deliverables. The Company shall have delivered all closing deliverables to the Placement Agent as set forth in Section 9.1 as of the time required and in form reasonably satisfactory to the Placement Agent.

Closing Deliverables. (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

Closing Deliverables. The Company shall deliver or cause to be delivered to the Purchaser all items listed in Section 2.3(a).

Closing Deliverables. Buyer shall have delivered (or be ready, willing and able to deliver at Closing) to Seller the documents and other items required to be delivered by Buyer under Section 9.3.

Closing Deliverables. At the Closing, the Parties shall deliver or cause to be delivered the following: (a) the Company shall deliver or cause to be delivered to the Lender: (i) an executed Note; (ii) a Secretary’s Certificate in substantially the form attached hereto as Exhibit B; (iii) an Officer’s Certificate in substantially the form attached hereto as Exhibit C: (iv) an executed mortgage(s), deed(s) of trust, a security agreement substantially in the form attached as Exhibit D and other security documents (the “Security Agreements”) that secures the Company’s obligations under the Note with all of the assets of the Company. The Lender hereby acknowledges that the indebtedness under the Note will be subordinate to the Senior Credit Facility and subject to the “Subordination Agreements” (defined in Section 2.03(b)(v) below), and that the Company may grant purchase money security interests for equipment as long as such security interests are in compliance with the Senior Credit Facility. The Company hereby acknowledges that the Lender’s security interest is a second position security interest, subordinate only to the Senior Credit Facility; (v) an opinion of the legal counsel to the Company addressed to the Lender and dated as of the Closing Date in substantially the form of Exhibit E; (vi) a schedule of all of the issued and outstanding Units in the Company, including all classes; and (vii) a current balance sheet of the Company. (b) the Lender shall deliver to the Company: (i) an amount equal to the Principal Amount, paid by: (A) a bank certified or cashier’s check payable to the Company’s order; or (B) wire transfer of immediately available funds; or (C) any combination of the foregoing; the Company may draw down on the Letter of Credit, if then in effect, only if the Lender defaults in its payment obligations under this subsection 2.03(b)(i); (ii) an Officer’s Certificate in substantially the form attached hereto as Exhibit F; (iii) the executed Security Agreements; and (iv) such reasonable and customary subordination and/or intercreditor agreements (the “Subordination Agreements”), if any, as may be required in connection with the Senior Credit Facility.

Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties hereto shall be delivered as provided in Section 2.2. Simultaneously with the execution and delivery of this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received (a) the opinions of outside counsel to the Company, dated the Closing Date, in the forms mutually agreed to by the Company and the Investor prior to the date of this Agreement, (b) the closing certificate from the Company, dated the Closing Date, in the form of Exhibit B hereto, and (c) a copy of the irrevocable instructions to the Company’s transfer agent regarding the issuance to the Investor or its designee of the certificate(s) or book-entry statement(s) representing the Commitment Shares pursuant to and in accordance with Section 10.1(ii) hereof.

Closing Deliverables. Purchaser shall have delivered or caused to be delivered to Sellers the items set forth in Section 2.2(c).

Closing Deliverables. At the Closing, counterpart signature pages of this Agreement and the Registration Rights Agreement executed by each of the parties hereto shall be delivered as provided in Section 1.2. Simultaneously with the execution and delivery of this Agreement and the Registration Rights Agreement, the Investor’s counsel shall have received the closing certificate from the Company, dated as of the Closing Date, in the form of Exhibit B hereto.