Common use of Closing Deliveries by Purchaser Clause in Contracts

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller: (a) The payments to be delivered by Purchaser pursuant to Section 2.4; (b) A certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to: (i) the certificate of incorporation of Purchaser (or similar organizational document), as certified by the Secretary of State of the state of organization of Purchaser not earlier than ten (10) days prior to the Closing Date; (ii) the by-laws (or similar governing document), as amended, of Purchaser; (iii) resolutions of the Board of Directors (or similar governing body) of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; and (iv) the incumbency and signatures of the officers of Purchaser; (c) A certificate of the Secretary of State of the state of organization of Purchaser, as of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of Purchaser in such state; (d) The certificate, dated the Closing Date, executed by an officer of Purchaser, required by Section 10.2; (e) The Employment and Non-Compete Agreement as executed by the Company; (f) The Escrow Agreement as executed by Purchaser; (g) The Transition Services Agreement as executed by the Company; (h) The Facility Lease as executed by the Company; and (i) Such other documents as Seller may reasonably request to carry out the purposes of this Agreement, including the documents to be delivered pursuant to Article X.

Closing Deliveries by Purchaser. (a) At the Closing, subject to satisfaction or waiver of each of the conditions to the obligations of Purchaser set forth in Section 6.02 of this Agreement, Purchaser shall deliver or cause to Sellerbe delivered to Seller the following: (ai) The payments the portion of the Purchase Price required to be delivered by Purchaser at Closing under Section 2.02 (excluding the Escrow Amount and the Indebtedness Amount), by wire transfer of immediately available funds to an account or accounts specified by Seller in writing; (ii) a duly executed Transition Services Agreement; (iii) a duly executed Software and Trademark License Agreement; (iv) a duly executed release in substantially the form attached hereto as Exhibit C (v) a duly executed Escrow Agreement, signed by each of Purchaser and the escrow agent; (vi) the certificate referred to in Section 6.01(a) (in form and substance satisfactory to Seller in its reasonable discretion); and (vii) all other documents required to be delivered by Seller on or prior to the Closing Date pursuant to Section 2.4;this Agreement not previously delivered by Seller, and such other instruments and documents as may be required to consummate the transactions contemplated herein. (b) A certificate At the Closing, subject to satisfaction or waiver of each of the Secretary or an Assistant Secretary conditions to the obligations of Purchaser certifying as to: (i) set forth in Section 6.02 of this Agreement, Purchaser shall deliver or cause to be delivered to the certificate of incorporation of Purchaser (or similar organizational document), as certified by Escrow Agent the Secretary of State portion of the state of organization of Purchaser not earlier than ten (10) days prior Escrow Amount required to the Closing Date; (ii) the by-laws (or similar governing document), as amended, of Purchaser; (iii) resolutions of the Board of Directors (or similar governing body) of Purchaser authorizing and approving the execution, delivery and performance be delivered by Purchaser at Closing under Section 2.02, by wire transfer of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this immediately available funds in accordance with the Escrow Agreement; and (iv) the incumbency and signatures of the officers of Purchaser;. (c) A certificate At the Closing, subject to satisfaction or waiver of each of the Secretary of State of the state of organization of Purchaser, as of a date not earlier than ten (10) days prior conditions to the Closing Date, as to the good standing obligations of Purchaser set forth in such state; (d) The certificate, dated the Closing Date, executed by an officer of Purchaser, required by Section 10.2; (e) The Employment and Non-Compete Agreement as executed by the Company; (f) The Escrow Agreement as executed by Purchaser; (g) The Transition Services Agreement as executed by the Company; (h) The Facility Lease as executed by the Company; and (i) Such other documents as Seller may reasonably request to carry out the purposes 6.02 of this Agreement, including the documents Purchaser shall deliver or cause to be delivered pursuant the portion of the Indebtedness Amount required to Article X.be delivered by Purchaser at Closing under Section 2.02, by certified or official bank check or by wire transfer of immediately available funds to an account or accounts specified by the parties to whom such debt is owed.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver execute, acknowledge (where appropriate) and deliver, or cause to Sellerbe executed, acknowledged (where appropriate) and delivered, to Seller the following: (a) The payments Such assumption agreements and similar instruments, in form and substance satisfactory to Seller, relating to the assumption of the Assumed Contracts and the transfer of the Station Assets, as may be delivered requested by Purchaser pursuant to Section 2.4;Seller. (b) The Purchase Price, delivered to Seller by wire transfer of immediately available funds. (c) A certificate certificate, executed by the duly authorized officer of HBC GP Texas, Inc. ("HBC GP"), the general partner of Purchaser, dated as of the Secretary or an Assistant Secretary of Purchaser Closing Date, certifying as to: that (i) the certificate of incorporation representations and warranties of Purchaser in this Agreement are true and correct in all material respects as of the Closing, with the same effect as though made as of such date (or similar organizational documentor, in the case of representations and warranties which address matters only as of a particular date, as of such particular date), as certified (ii) that each covenant or agreement of Purchaser in this Agreement to be complied with at or prior to Closing shall have been complied with in all material respects and (iii) no Action (excluding any such matter initiated by Seller or any of its Affiliates) is pending or, to Purchaser's knowledge, threatened before any court or governmental agency seeking to enjoin or restrain or prohibit, delay, or restrain the performance of or to obtain damages or other relief in connection with this Agreement, or the consummation of the transactions contemplated thereby or hereby. (d) A certificate, executed by the duly authorized Secretary or Assistant Secretary of State HBC GP on behalf of the state Purchaser, dated as of organization of Purchaser not earlier than ten (10) days prior to the Closing Date; (ii) the by-laws (or similar governing document), as amended, of Purchaser; (iii) resolutions of the Board of Directors (or similar governing body) of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; and (iv) certifying the incumbency and signatures of the officers of Purchaser;HBC GP on behalf of Purchaser and that attached to such certificate is a true and complete copy of (i) the organizational documents of HBC GP and Purchaser and (ii) evidence of all necessary partnership action of Purchaser authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder and the closing documents to which it is a party. (ce) A certificate of the Secretary of State of the state of organization of Purchaserwritten opinion, dated as of a date not earlier than ten (10) days prior to the Closing Date, as of counsel to the good standing of Purchaser in such state; (d) The certificate, dated the Closing Date, executed by an officer of Purchaser, required by Section 10.2; (e) The Employment and Non-Compete Agreement as executed by the Company; (f) The Escrow Agreement as executed by Purchaser; (g) The Transition Services Agreement as executed by the Company; (h) The Facility Lease as executed by the Company; and (i) Such other documents as Seller may reasonably request in a form acceptable to carry out the purposes of this Agreement, including the documents to be delivered pursuant to Article X.Seller.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller: (a) The payments $50,000 of the Expense Consideration by wire transfer in immediately available funds to an account designated in writing by Seller, payable within 14 days after signing of this Agreement (therefore the $50,000 of the Expense Consideration need to be delivered by Purchaser pursuant to Section 2.4available on the bank account of Seller on 26 May 2016); (b) A certificate executed counterpart of the Secretary or an Assistant Secretary Transfer Agreement; (c) executed counterpart of Purchaser certifying as to: the CVAC Sub-License; (id) executed counterpart of the certificate Know-How License; [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (e) executed counterpart of incorporation of Purchaser the New License; (or similar organizational document)f) appropriate resolutions approving this Agreement and the transactions contemplated hereby, as certified by an appropriate party; (g) a certificate from the Secretary of State of the state of organization of Purchaser not earlier than ten (10) days prior to the Closing Date; (ii) the by-laws (or similar governing document), as amended, of Purchaser; (iii) resolutions of the Board of Directors (or similar governing body) of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; and (iv) the incumbency and signatures of the officers of Purchaser; (c) A certificate of the Secretary of State of the state of organization of Purchaser, as of a date not earlier than ten (10) days prior to the Closing Date, Nevada as to the Purchaser’s good standing and payment of Purchaser in such state; (d) The certificate, dated the Closing Date, executed by an officer of Purchaser, required by Section 10.2; (e) The Employment and Non-Compete Agreement as executed by the Company; (f) The Escrow Agreement as executed by Purchaser; (g) The Transition Services Agreement as executed by the Companyall applicable taxes; (h) The Facility Lease as executed by evidence that Purchaser has collected a financing for the CompanyPurchaser amounting to a minimum of $ 100,000.00 (i) a stock certificate representing 1,980,000 shares of Series A Preferred Stock of Purchaser equivalent to nine point nine percent (9.9%) of the outstanding capital stock in the Purchaser (currently equivalent to 3,960,000 shares of Common Stock), which shares shall be duly authorized and validly issued and considered fully paid and non-assessable, with appropriate legends with a full anti-dilution protection for the first $ 20,000,000.00 equity financing raised subsequent to Closing; and (ij) Such other documents as an option certificate, duly executed by Purchaser, granting to Seller may reasonably request an option to carry out purchase shares of Common Stock of Purchaser representing up to five percent (5%) of the purposes issued and outstanding capital stock of Purchaser exercisable upon the next equity financing round but no later than the fourth anniversary of the Closing Date, at a purchase price equal to a 25% premium to the pre-money valuation of the Purchaser in this Agreement, including the documents to be delivered pursuant to Article X.financing round).

Closing Deliveries by Purchaser. At the Closing, Purchaser shall execute, where necessary or appropriate, and deliver to SellerSellers each and all of the following: (ai) The payments to be delivered by Purchaser pursuant to Payment of the Interim Purchase Price in the manner set forth in Section 2.42.2 of this Agreement; (bii) A certificate of copy certified by the Secretary or an Assistant Secretary of Purchaser certifying as to: (i) of the certificate duly adopted resolutions of incorporation the Board of Directors of Purchaser approving this Agreement, including the Ancillary Documents, and authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the consummation of the transactions contemplated hereby and thereby. (or similar organizational document)iii) A duly executed written opinion letter by counsel for Purchaser, dated as certified of the Closing Date, addressed to Sellers; (iv) A Certificate of Good Standing of Purchaser issued by the Secretary of State of the Purchaser’s state of organization of Purchaser not earlier than ten (10) days prior to incorporation or the Closing Date; (ii) the by-laws (or similar governing document), as amended, of Purchaser; (iii) resolutions of the Board of Directors (or similar governing body) of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and any agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; and (iv) the incumbency and signatures of the officers of Purchaserequivalent; (cv) A certificate Such other documents and items as are reasonably necessary or appropriate to effect the consummation of the Secretary of State of the state of organization of Purchaser, as of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of Purchaser in such statetransactions contemplated hereby or which are customary under local law; (dvi) The certificate, dated the Closing Date, Real Property Sale and Purchase Agreement executed by an officer of PurchaserSymmetry Medical SSI Real Estate, required by Section 10.2LLC; (evii) The Employment and NonEarn-Compete Out Agreement as executed by the Company; (f) The Escrow Agreement as executed by Purchaser; (gviii) The Transition Services Agreement as executed by Employment Agreements for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. and ▇▇▇▇▇ ▇▇▇▇▇▇ in substantially the Companyform set forth in Exhibit D attached hereto; (hix) The Facility Lease as executed by Non Competition Agreements for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇. and ▇▇▇▇▇▇ ▇▇▇▇▇▇ in the Companyform set forth in Exhibit E; and (ix) Such other documents as Seller may reasonably request to carry out the purposes of this Agreement, including the documents to be delivered pursuant to Article X.The Purchase Price Escrow Agreement executed by Purchaser.

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Seller: (a) The payments the Purchase Price by wire transfer in immediately available funds to be delivered by Purchaser pursuant to Section 2.4the Purchase Price Bank Account; (b) A a true and complete copy, certified by the Secretary or an Assistant Secretary of Purchaser, of the resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby; (c) a certificate of the Secretary or an Assistant Secretary of Purchaser certifying as to: the names and signatures of the officers of Purchaser authorized to sign this Agreement and the other documents to be delivered hereunder and thereunder; (id) the a certificate of incorporation a duly authorized officer of Purchaser, certifying as to the matters set forth in Section 8.01(a); (e) copies of Purchaser’s articles of organization and operating agreement certified as of a recent date (which is not more than thirty (30) days before Closing) by, with respect to articles of organization, the Secretary of State of the State of Delaware and, with respect to the operating agreement, its Secretary; (f) a certificate of good standing of Purchaser issued as of a recent date (or similar organizational document), as certified which is not more than thirty (30) days before Closing) by the Secretary of State of the state State of organization Delaware; (g) a certificate of the Secretary of Purchaser not earlier than ten (10) days prior to dated as of the Closing Date, in form and substance reasonably satisfactory to Seller certifying (i) as to the absence of any amendments to the articles of organization or operating agreement of Purchaser since the date of the certification of its Secretary provided in Section 2.05(e); (ii) that attached thereto is a true and correct copy of the by-laws (or similar governing document), as amended, of Purchaser; (iii) resolutions of the Board of Directors (or similar governing body) Managers of Purchaser authorizing and approving the execution, delivery execution and performance by Purchaser of this Agreement and any agreementsthe Transactions, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; and (iviii) as to the incumbency and genuineness of the signatures of the officers of Purchaser; (c) A certificate of the Secretary of State of the state of organization of Purchaser, as of a date not earlier than ten (10) days prior to the Closing Date, as to the good standing of Purchaser in such state; (d) The certificate, dated the Closing Date, executed by an officer of Purchaser, required by Section 10.2; (e) The Employment executing this Agreement and Non-Compete Agreement as executed by the Company; (f) The Escrow Agreement as executed by Purchaser; (g) The Transition Services Agreement as executed by the Company;any agreement contemplated hereby; and (h) The Facility Lease a release in the form attached hereto as executed by the Company; and (i) Such other documents as Seller may reasonably request to carry out the purposes of this Agreement, including the documents to be delivered pursuant to Article X.Exhibit 2.04(j).

Closing Deliveries by Purchaser. At the Closing, Purchaser shall deliver to Sellerdeliver: (a) The payments to be delivered each Seller, the portion of the Purchase Price payable under Section 2.02 and allocated to such Seller in the Estimated Closing Statement, by Purchaser pursuant wire transfer of immediately available funds to Section 2.4the accounts designated by each of the Sellers in writing prior to the Closing; (b) A certificate to the Company, the aggregate portion of the Secretary or an Assistant Secretary of Purchaser certifying as to: Purchase Price payable under Section 2.02(a)(ii) and allocated in the Estimated Closing Statement to the Optionholders (iwhich amount, less withholdings and deductions required under applicable Law, shall be paid by the Company to the Optionholders through the Company’s payroll system within three (3) Business Days following the certificate of incorporation of Purchaser Closing); (or similar organizational document)c) to Sellers, as a true and complete copy, certified by the Secretary of State Purchaser, of the state of organization of Purchaser not earlier than ten (10) days prior to the Closing Date; (ii) the by-laws (or similar governing document), as amended, of Purchaser; (iii) resolutions of duly and validly adopted by the Board of Directors (or similar governing body) of Purchaser authorizing evidencing its authorization of the execution and approving the execution, delivery and performance by Purchaser of this Agreement and any agreementsthe Escrow Agreement and the consummation of the transactions contemplated hereby and thereby; (d) to Sellers, instruments, certificates or other documents executed by a certificate of the Secretary of Purchaser pursuant to this Agreement; and (iv) certifying the incumbency names and signatures of the officers of Purchaser; (c) A certificate of Purchaser authorized to sign this Agreement and the Secretary of State of Escrow Agreement and the state of organization of Purchaser, as of a date not earlier than ten (10) days prior other documents to the Closing Date, as to the good standing of Purchaser in such state; (d) The certificate, dated the Closing Date, executed by an officer of Purchaser, required by Section 10.2be delivered hereunder and thereunder; (e) The Employment and Non-Compete Agreement as executed by to each of the Persons entitled to payment of any Company Transaction Expenses (other than with respect to amounts payable to employees of the Company), the portion of the Company Transaction Expenses payable to such Person as set forth on the Estimated Closing Statement to be paid from the proceeds of the Purchase Price otherwise payable to Sellers and Optionholders under Section 2.02; (f) The Escrow Agreement to the Company, except as executed otherwise provided in the Restricted Cash Agreement, the aggregate portion of the Company Transaction Expenses allocated in the Estimated Closing Statement to employees of the Company (which amount, less withholdings and deductions required under applicable Law, shall be paid by Purchaser;the Company to such employees through the Company’s payroll system on or within three (3) Business Days following the Closing); and (g) The Transition Services Agreement to Sellers, a certificate of a duly authorized officer of Purchaser certifying as executed by to the Company; (h) The Facility Lease as executed by the Company; and (i) Such other documents as Seller may reasonably request to carry out the purposes of this Agreement, including the documents to be delivered pursuant to Article X.matters set forth in Section 7.01(a).