Common use of CLOSING DELIVERIES AND ACTIONS OF THE COMPANY Clause in Contracts

CLOSING DELIVERIES AND ACTIONS OF THE COMPANY. (a) At the Closing, the Company shall deliver to Cirrus: (i) a certificate of legal existence and good standing of the Company from the Secretary of State of Delaware; (ii) a certificate of an executive officer of the Company in form reasonably satisfactory to Cirrus certifying that as of the Closing Date the representations and warranties made herein by the Company are true in all material respects (without regard to any materiality qualifications set forth therein) and that the Company has performed and complied in all material respects with all agreements and covenants required by any of the Transaction Documents to be performed and complied by it prior to the Closing Date; (iii) the Escrow Agreement, duly executed by the Company and the Shareholders' Representative on behalf of all of the Shareholders; (iv) an opinion of counsel to the Company addressed to Cirrus dated as of the Closing Date, satisfactory in form and substance to Cirrus with respect to the matters set forth in Exhibit F; (v) a certificate of an executive officer of the Company in form reasonably satisfactory to Cirrus certifying the total amount of the Transaction Expenses and providing in reasonable detail how such amount was calculated; (vi) a certificate listing the names and mailing addresses of and the number of shares of Cirrus Common Stock to be received by each such holder of Company Shares in accordance with this Agreement; (vii) Schedule 2.2 (conversion schedule) as described in Section 2.2; and (viii) such other documents as Cirrus shall reasonably request consistent with the terms hereof. (b) At the time of the Closing, the Company shall assist, if required, Acquisition Sub in filing with the Secretary of State of the State of Delaware the Certificate of Merger pursuant to Section 2.1.

CLOSING DELIVERIES AND ACTIONS OF THE COMPANY. (a) At the Closing, the Company shall deliver to Cirrus: (i) a certificate of legal existence and good standing of the Company from the Secretary of State of DelawareCalifornia; (ii) a certificate of an executive officer of the Company in form reasonably satisfactory to Cirrus certifying that as of the Closing Date the representations and warranties made herein by the Company are true in all material respects (without regard to any materiality qualifications set forth therein) and that the Company has performed and complied in all material respects with all agreements and covenants required by any of the Transaction Documents to be performed and complied by it prior to the Closing Date; (iii) a certificate of an executive officer of the Company in form reasonably satisfactory to Cirrus certifying that as of the Closing Date the Company has performed and complied in all respects with all agreements and covenants and conditions required by the Trade Credit Agreement and all other documents delivered by the Company pursuant thereto to be performed and complied with prior to the Closing Date; (iv) a certificate of an executive officer of the Company in form reasonably satisfactory to Cirrus certifying the total amount of the Transaction Expenses paid by the Company prior to Closing and providing in reasonable detail how such amount was calculated; (v) the Escrow Agreement, duly executed by the Company and the Shareholders' Representative on behalf of all of the Shareholders; (ivvi) an opinion of counsel to the Company addressed to Cirrus dated as of the Closing Date, satisfactory in form and substance to Cirrus with respect to the matters set forth in Exhibit F; (v) a certificate of an executive officer of the Company in form reasonably satisfactory to Cirrus certifying the total amount of the Transaction Expenses and providing in reasonable detail how such amount was calculated; (vi) a certificate listing the names and mailing addresses of and the number of shares of Cirrus Common Stock to be received by each such holder of Company Shares in accordance with this AgreementE; (vii) Schedule 2.2 Certificates representing all outstanding Company Shares other than Dissenting Shares; (conversion scheduleviii) as described in a copy of the Certificate of Merger to be filed by the Company pursuant to Section 2.22.1; and (viiiix) such other documents as Cirrus shall reasonably request consistent with the terms hereof. (b) At the time of the Closing, the Company shall assist, if required, Acquisition Sub in filing shall file, with the assistance of the Company, its Certificate of Merger pursuant to Section 2.1 with the Secretary of State of the State of Delaware the Certificate of Merger pursuant to Section 2.1California.