Common use of Closing Deliveries and Payments Clause in Contracts

Closing Deliveries and Payments. (a) At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (i) one or more bills of sale and assignment and assumption agreements, each substantially in the form attached hereto as Exhibit D (the "Bills of Sale"), duly executed by the Seller and each of its Affiliates that has any right, title or interest in the Purchased Assets, pursuant to which (A) the Purchaser (or one or more Acquiring Entities) shall acquire all of their right, title and interest in, to and under the Purchased Assets, and (B) the Seller or its applicable Affiliate shall delegate, transfer, assign and allocate to the Purchaser (or one or more Acquiring Entities) the Assumed Liabilities; (ii) a receipt or receipts for the Initial Payment; and (iii) the certificates and other documents required to be delivered pursuant to Section 6.01. (iv) [Intentionally Omitted] (b) At the Closing: (i) the Purchaser shall (and/or shall cause one or more Acquiring Entities to) pay to the Seller the Initial Payment by wire transfer of immediately available funds to an account designated to the Purchaser in writing by the Seller prior to the Closing Date; and (ii) the Purchaser shall deliver or cause to be delivered to the Seller: (A) one or more Bills of Sale providing for the assumption of the Assumed Liabilities, duly executed by the Purchaser (or one or more Acquiring Entities), pursuant to which the Purchaser (or one or more Acquiring Entities) shall accept the Purchased Assets and assume the Assumed Liabilities; and (B) the certificates and other documents required to be delivered pursuant to Section 6.02. (c) On the last Business Day of the month immediately following the month of the Closing, the Purchaser shall pay to the Seller the GST and QST exigible on the Initial Payment by wire transfer of immediately available funds to the account to which the Initial Payment was wire transferred.

Closing Deliveries and Payments. The obligation of the Lender to make the Loans is, in addition to the conditions precedent specified elsewhere in this Article II, subject to the condition precedent that the Lender shall have received all of the following, where appropriate, duly executed and dated the Closing Date and in form and substance satisfactory to the Lender and its counsel: (a) At the ClosingNotes; (b) the Pledge Agreement; (c) the actual certificates representing all of the securities constituting the Pledged Stock (as defined in the Pledge Agreement) together with irrevocable stock powers for each such certificate endorsed by the Borrower in blank; (d) the Instructions; (e) copies certified by the appropriate secretary of state or Governmental Agency (as such term is defined in Section 2.1(i)) of (i) the certificate of incorporation of the Borrower and (ii) the charter of the Bank; (f) letters of good standing for the Borrower and the Bank issued by the North Carolina Department of Revenue and certificates of existence for the Borrower and the Bank issued by the Secretary of State of the State of North Carolina; (g) copies certified by the Secretary or an Assistant Secretary of the Borrower of the Bylaws of the Borrower and the Bank; (h) copies certified by the Secretary or an Assistant Secretary of the Borrower of resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance (including the authority to pledge the Pledged Stock) of this Agreement, the Seller shall deliver or cause to be delivered to Notes and the Purchaser:other Loan Documents; (i) one copies certified by the Secretary or more bills an Assistant Secretary of sale the Borrower of all documents evidencing all necessary consents, approvals and assignment determinations of any federal, state or local governmental department, commission, board, regulatory authority or agency including, without limitation, the FRB, the North Carolina Commissioner of Banks (the “NCCB”), the Securities and assumption agreementsExchange Commission (the “SEC”), and the Federal Deposit Insurance Corporation (the “FDIC”) (collectively, the “Governmental Agencies” or individually, a “Governmental Agency”) with respect to the transactions contemplated in the Loan Documents and any other transactions between the Lender and Borrower or the Bank; (j) an incumbency certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names of the officer or officers of the Borrower authorized to sign this Agreement, the Notes and the other documents provided for in this Agreement, together with a sample of the true signature of each such officer (the Lender may conclusively rely on such certificate until formally advised by a like certificate of any changes therein); (k) the opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Borrower, substantially in the form attached hereto as of Exhibit D F hereto; (l) evidence that any pledge, lien, security interest, charge or encumbrance with respect to the "Bills Bank Shares for the benefit of Sale")any party other than the Lender shall have been released; (m) payment to the Lender, duly executed by in a form acceptable to the Seller and each Lender, of its Affiliates that has any right, title or interest (i) a structuring fee in the Purchased Assets, pursuant to which (A) the Purchaser (or one or more Acquiring Entities) shall acquire all amount of their right, title and interest in, to and under the Purchased Assets$100,000, and (Bii) all amounts required to be paid by the Seller or its applicable Affiliate shall delegate, transfer, assign and allocate Borrower pursuant to the Purchaser (or one or more Acquiring Entities) the Assumed LiabilitiesSection 1.8 of this Agreement; (iin) such UCC, tax lien and judgment searches as the Lender shall determine regarding the Borrower and its subsidiaries pertaining to the jurisdictions in which the Borrower and such subsidiaries are organized and headquartered; (o) a receipt certificate signed by the President or receipts for a Vice President of the Initial PaymentBorrower certifying that the conditions specified in Article II have been satisfied; (p) such other additional information regarding the Borrower, any Subsidiary and their respective assets, liabilities (including any liabilities arising from, or relating to, legal proceedings) and contracts as the Lender may require in its sole discretion; and (iiiq) the certificates and such other certificates, affidavits, schedules, resolutions, opinions, notes and/or other documents required to be delivered pursuant to Section 6.01which are provided for hereunder or as the Lender may reasonably request. (iv) [Intentionally Omitted] (b) At the Closing: (i) the Purchaser shall (and/or shall cause one or more Acquiring Entities to) pay to the Seller the Initial Payment by wire transfer of immediately available funds to an account designated to the Purchaser in writing by the Seller prior to the Closing Date; and (ii) the Purchaser shall deliver or cause to be delivered to the Seller: (A) one or more Bills of Sale providing for the assumption of the Assumed Liabilities, duly executed by the Purchaser (or one or more Acquiring Entities), pursuant to which the Purchaser (or one or more Acquiring Entities) shall accept the Purchased Assets and assume the Assumed Liabilities; and (B) the certificates and other documents required to be delivered pursuant to Section 6.02. (c) On the last Business Day of the month immediately following the month of the Closing, the Purchaser shall pay to the Seller the GST and QST exigible on the Initial Payment by wire transfer of immediately available funds to the account to which the Initial Payment was wire transferred.

Closing Deliveries and Payments. The obligation of the Lender to make the Loans is, in addition to the conditions precedent specified elsewhere in this Article II, subject to the condition precedent that the Lender shall have received all of the following, where appropriate, duly executed and dated the Closing Date and in form and substance satisfactory to the Lender and its counsel: (a) At the ClosingNotes; (b) the Pledge Agreement; (c) the actual certificates representing all of the securities constituting the Pledged Security (as defined in the Pledge Agreement) together with irrevocable stock powers in blank for the Bank Shares endorsed by the Borrower; (d) the Instructions; (e) copies certified by the appropriate secretary of state or Governmental Agency (as such term is defined in Section 2.1(i)) of (i) the certificate of incorporation of the Borrower, and (ii) the charter of the Bank; (f) good standing certificates for (i) the Borrower issued by the Secretary of State of the State of Texas; and (ii) the Bank issued by the Texas Department of Banking (the “TDB”). (g) copies certified by the Secretary or an Assistant Secretary of the Borrower of the Bylaws of the Borrower and the Bank; (h) copies certified by the Secretary or an Assistant Secretary of the Borrower of resolutions of the board of directors of the Borrower authorizing the execution, delivery and performance (including the authority to pledge the Pledged Stock) of this Agreement, the Seller shall deliver or cause to be delivered to Notes and the Purchaser:other Loan Documents; (i) one copies certified by the Secretary or more bills an Assistant Secretary of sale the Borrower of all documents evidencing all necessary consents, approvals and assignment determinations of any federal, state or local governmental department, commission, board, regulatory authority or agency including, without limitation, the FRB, the Texas Banking Commissioner (the “TBC”), the Securities and assumption agreementsExchange Commission (the “SEC”), and the Federal Deposit Insurance Corporation (the “FDIC”) (collectively, the “Governmental Agencies” or individually, a “Governmental Agency”) with respect to the transactions contemplated in the Loan Documents and any other transactions between the Lender, Borrower and the Bank; (j) incumbency certificates of the Secretary or an Assistant Secretary of the Borrower certifying the names of the officer or officers of the Borrower authorized to sign this Agreement, the Notes and the other documents provided for in this Agreement, together with a sample of the true signature of each such officer (the Lender may conclusively rely on such certificate until formally advised by a like certificate of any changes therein); (k) the opinion of ▇▇▇▇▇▇, Rake and ▇▇▇▇▇▇, P.C., counsel for the Borrower, substantially in the form attached hereto as of Exhibit D (the "Bills of Sale"), duly executed by the Seller and each of its Affiliates that has any right, title or interest in the Purchased Assets, pursuant to which (A) the Purchaser (or one or more Acquiring Entities) shall acquire all of their right, title and interest in, to and under the Purchased Assets, and (B) the Seller or its applicable Affiliate shall delegate, transfer, assign and allocate to the Purchaser (or one or more Acquiring Entities) the Assumed LiabilitiesE hereto; (ii1) a receipt evidence that any pledge, lien, security interest, charge or receipts encumbrance with respect to the Bank Shares for the Initial Payment; and (iii) benefit of any party other than the certificates and other documents required to be delivered pursuant to Section 6.01. (iv) [Intentionally Omitted] (b) At the Closing: (i) the Purchaser Lender shall (and/or shall cause one or more Acquiring Entities to) pay to the Seller the Initial Payment by wire transfer of immediately available funds to an account designated to the Purchaser in writing by the Seller prior to the Closing Date; and (ii) the Purchaser shall deliver or cause to be delivered to the Seller: (A) one or more Bills of Sale providing for the assumption of the Assumed Liabilities, duly executed by the Purchaser (or one or more Acquiring Entities), pursuant to which the Purchaser (or one or more Acquiring Entities) shall accept the Purchased Assets and assume the Assumed Liabilities; and (B) the certificates and other documents required to be delivered pursuant to Section 6.02. (c) On the last Business Day of the month immediately following the month of the Closing, the Purchaser shall pay to the Seller the GST and QST exigible on the Initial Payment by wire transfer of immediately available funds to the account to which the Initial Payment was wire transferred.have been released;

Closing Deliveries and Payments. (a) At Effective as of the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (i) one or more bills of sale and assignment and assumption agreements, each substantially in the form attached hereto as Exhibit D (the "“Bills of Sale"”), duly executed by the Seller and each of its Affiliates that has any right, title or interest in the Purchased Assets, pursuant to which (A) the Purchaser (or one or more Acquiring Entities) shall acquire all of their right, title and interest in, to and under the Purchased Assets, and (B) the Seller or its applicable Affiliate shall delegate, transfer, assign and allocate delegate to the Purchaser (or one or more Acquiring Entities) the Assumed Liabilities, together with such other transfer instruments or documents as may be necessary or desirable to transfer, or evidence the transfer, of each Purchased Financing Contract and each other Purchased Asset to the Purchaser or the applicable Acquiring Entity, as may be reasonably requested by the Purchaser in a form mutually agreeable to the Seller and the Purchaser; (ii) a receipt or receipts for the Initial Payment; (iii) opinions, dated as of the date hereof, from Cravath, Swaine & M▇▇▇▇ LLP and Vorys, S▇▇▇▇, ▇▇▇▇▇▇▇ and P▇▇▇▇ LLP, legal counsel to the Seller; (iv) (A) each of the Ancillary Agreements, executed by the Seller and each Affiliate party thereto, and (B) any and all escrows, deposits, security, impounds, accounts or other Credit Enhancements or additional collateral relating to any Purchased Asset; (v) (A) the amendments set forth on Schedule 5.08(a) executed by the parties thereto (including Ambac) and the Seller, if a party thereto and (B) any ratings confirmations from any rating agencies required under the Securitization Documents; and (iiivi) an affidavit of non-foreign status of the certificates and other documents required to be delivered pursuant to Seller that complies with Section 6.011445 of the Code. (iv) [Intentionally Omitted] (b) At the Closing: (i) the Purchaser shall (and/or shall cause one or more Acquiring Entities to) pay to the Seller the Initial Payment Payment, by wire transfer of immediately available funds funds, to an account designated to the Purchaser in writing by the Seller prior to the Closing DateSeller; and (ii) the Purchaser shall deliver or cause to be delivered to the Seller: (A) one or more Bills of Sale providing for the assumption of the Assumed Liabilities, duly executed by the Purchaser (or one or more Acquiring Entities), pursuant to which the Purchaser (or one or more Acquiring Entities) shall accept the Purchased Assets and assume the Assumed Liabilities, together with such other transfer instruments or documents as may be necessary or desirable to transfer, or evidence the transfer, of the Assumed Liabilities to the Purchaser or the applicable Acquiring Entity, as may be reasonably requested by the Seller in a form mutually agreeable to the Seller and the Purchaser; (B) opinions, dated as of the date hereof, from in—house counsel to Purchaser and Weil, Gotshal & M▇▇▇▇▇ LLP; and (BC) the certificates and other documents required to be delivered pursuant to Section 6.02. (c) On the last Business Day each of the month immediately following the month of the Closingother Ancillary Agreements, executed by the Purchaser shall pay to the Seller the GST and QST exigible on the Initial Payment by wire transfer of immediately available funds to the account to which the Initial Payment was wire transferredeach Acquiring Entity party thereto.