Common use of Closing Deliveries by Purchaser Clause in Contracts

Closing Deliveries by Purchaser. Subject to the fulfillment or waiver of the conditions set forth in Section 8.2, at the Closing, Purchaser shall deliver, or cause to be delivered to Seller: (a) by wire transfer in immediately available funds to a bank account or bank accounts of Seller designated by written notice to Purchaser at least two Business Days before the Closing, an amount in U.S. dollars equal to the cash portion of the Purchase Price payable at the Closing pursuant to Section 2.2 hereunder (without reduction or setoff of any kind); (b) a receipt for the Shares; (c) the certificate required to be delivered pursuant to Section 8.1(a); (d) copies of the certificate of incorporation of Purchaser certified as of a recent date by the Secretary of State of the State of Missouri; (e) certificate of good standing of Purchaser issued as of a recent date by the Secretary of State of the State of Missouri; (f) certificate of the Secretary or Assistant Secretary of Purchaser, dated the Closing Date, as to (i) no amendments to the certificate of incorporation of Purchaser since a specified date; (ii) the by-laws of Purchaser; (iii) the resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby; and (iv) the incumbency and signatures of the officers of Purchaser executing this Agreement; and (g) in the event a Triggering Event (that would have the effect of requiring the full payment of the Escrow Funds had the Escrow Agreement been entered into prior to such Triggering Event) has not occurred prior to the Closing Date, the Escrow Agreement, duly executed by Purchaser.

Closing Deliveries by Purchaser. Subject to the fulfillment or waiver of the conditions set forth in Section 8.2, at the Closing, Purchaser shall deliver, or cause to be delivered to Seller: (a) by wire transfer in immediately available funds to a bank account or bank accounts ac- counts of Seller designated by written notice to Purchaser at least two Business Days before the Closing, an amount in U.S. dollars equal to the cash portion of the Purchase Price payable pay- able at the Closing pursuant to Section 2.2 hereunder (without reduction or setoff of any kind); (b) a receipt for the Shares; (c) the certificate required to be delivered pursuant to Section 8.1(a); (d) copies of the certificate of incorporation of Purchaser certified as of a recent date by the Secretary of State of the State of Missouri; (e) certificate of good standing of Purchaser issued as of a recent date by the Secretary Secre- tary of State of the State of Missouri; (f) certificate of the Secretary or Assistant Secretary of Purchaser, dated the Closing Date, as to (i) no amendments to the certificate of incorporation of Purchaser since a specified speci- fied date; (ii) the by-laws of Purchaser; (iii) the resolutions of the board of directors of Purchaser Pur- chaser authorizing the execution, delivery and performance of this Agreement and the transactions trans- actions contemplated hereby and thereby; and (iv) the incumbency and signatures of the officers offi- cers of Purchaser executing this Agreement; and (g) in the event a Triggering Event (that would have the effect of requiring the full payment of the Escrow Funds had the Escrow Agreement been entered into prior to such Triggering Event) has not occurred prior to the Closing Date, the Escrow Agreement, duly executed by Purchaser.

Closing Deliveries by Purchaser. Subject to the fulfillment or waiver of the conditions set forth in Section 8.2, at At the Closing, Purchaser shall deliver, or cause to be delivered deliver to Seller: (a) The payment to be delivered by wire transfer in immediately available funds to a bank account or bank accounts of Seller designated by written notice to Purchaser at least two Business Days before the Closing, an amount in U.S. dollars equal to the cash portion of the Purchase Price payable at the Closing pursuant to Section 2.2 hereunder (without reduction or setoff of any kind2.3(b); (b) a receipt for A certificate of the Shares; Secretary or an Assistant Secretary of Purchaser certifying as to: (ci) the certificate required to be delivered pursuant to Section 8.1(a); (d) copies of the certificate of incorporation of Purchaser Purchaser, as certified as of a recent date by the Secretary of State of the State of Missouri; Delaware not earlier than ten (e10) certificate of good standing of Purchaser issued as of a recent date by the Secretary of State of the State of Missouri; (f) certificate of the Secretary or Assistant Secretary of Purchaser, dated days prior to the Closing Date, as to (i) no amendments to the certificate of incorporation of Purchaser since a specified date; (ii) the by-laws laws, as amended, of Purchaser; (iii) the resolutions of the board Board of directors Directors of Purchaser authorizing and approving the execution, delivery and performance by Purchaser of this Agreement and the transactions contemplated hereby and therebyany agreements, instruments, certificates or other documents executed by Purchaser pursuant to this Agreement; and (iv) the incumbency and signatures of the officers of Purchaser executing this Agreement; andPurchaser; (gc) in the event a Triggering Event (that would have the effect of requiring the full payment A certificate of the Escrow Funds had the Escrow Agreement been entered into prior to such Triggering EventSecretary of State of Delaware, as of a date not earlier than ten (10) has not occurred days prior to the Closing Date, as to the Escrow Agreementgood standing of Purchaser in the State of Delaware; (d) The opinion(s) of counsel for Purchaser, duly dated the Closing Date, in the form attached hereto as Exhibit H; (e) The certificate, dated the Closing Date, executed by the appropriate officer of Purchaser, required by Section 10.2; (f) The Assumption Agreement executed by Purchaser reflecting the assumption of the liabilities set forth in Section 2.6(a), substantially in the form of Exhibit I; (g) The Headquarters Lease as executed by Purchaser.; (h) The Restricted Stock Agreements as executed by Purchaser; (i) The Proprietary Interest Protection and Non-Solicitation Agreements as executed by Purchaser; (j) The Stockholder Employment and Non-Compete Agreement as executed by Purchaser; and (k) 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. Subject to the fulfillment or waiver of the conditions set forth in Section 8.2, at the Closing, Purchaser shall deliver, or cause to be delivered to Seller: (a) by wire transfer in immediately available funds to a bank account or bank accounts of Seller designated by written notice to Purchaser at least two Business Days before the Closing, an amount in U.S. dollars equal to the cash portion of the Purchase Price payable at the Closing pursuant to Section 2.2 hereunder (without reduction or setoff of any kind); (b) a receipt for the Shares; (c) the certificate required to be delivered pursuant to Section 8.1(a); (d) copies of the certificate of incorporation of Purchaser certified as of a recent date by the Secretary of State of the State of Missouri; (e) certificate of good standing of Purchaser issued as of a recent date by the Secretary of State of the State of Missouri; (f) certificate of the Secretary or Assistant Secretary of Purchaser, dated the Closing Date, as to (i) no amendments to the certificate of incorporation of Purchaser since a specified date; (ii) the by-laws of Purchaser; (iii) the resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the transactions trans- actions contemplated hereby and thereby; and (iv) the incumbency and signatures of the officers of Purchaser executing this Agreement; and (g) in the event a Triggering Event (that would have the effect of requiring the full payment of the Escrow Funds had the Escrow Agreement been entered into prior to such Triggering Event) has not occurred prior to the Closing Date, the Escrow Agreement, duly executed by Purchaser.

Closing Deliveries by Purchaser. Subject to the fulfillment or waiver of the conditions set forth in Section 8.2, at the Closing, Purchaser and EED shall deliver, or cause to be delivered to SellerSellers: (a) by wire transfer in immediately available funds to a bank account or bank accounts of Seller Sellers designated by written notice to Purchaser at least two Business Days before the Closing, an amount in U.S. dollars equal to the cash portion of the Purchase Price payable at the Closing pursuant to Section 2.2 hereunder Payment (without reduction or setoff of any kind); provided, however, that if a Triggering Event has not occurred prior to the Closing Date, the amount payable pursuant to this Section 2.9(a) shall be reduced by $150,000,000 (representing the principal amount of the Promissory Note); (b) a receipt for the Sharescapital stock of the Purchased Subsidiaries; (c) the certificate required to be delivered pursuant to Section 8.1(a); (d) copies of the certificate of incorporation of Purchaser certified as of a recent date by the Secretary of State of the State of MissouriIllinois; (e) copies of the certificate of formation of EED certified as of a recent date by the Secretary of State of the State of Delaware; (f) certificate of good standing of EED and Purchaser issued as of a recent date by the Secretary of State of the State of Missouritheir respective organization; (fg) certificate of the Secretary or Assistant Secretary of Purchaser, dated the Closing Date, as to (i) no amendments to the certificate of incorporation of Purchaser since a specified date; (ii) the by-laws of Purchaser; (iii) the resolutions of the board of directors and stockholder of Purchaser authorizing the execution, delivery and performance of this Agreement Agreement, the Purchaser Ancillary Agreements and the transactions contemplated hereby and thereby; and (iv) the incumbency and signatures of the officers of Purchaser executing this Agreement; andAgreement and the Purchaser Ancillary Agreements; (gh) certificate of the Secretary of EED, dated the Closing Date, as to (i) no amendments to the certificate of formation of EED since a specified date; (ii) the operating agreement of EED; (iii) the resolutions of the member of EED authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and (iv) the incumbency and signatures of EED executing this Agreement; (i) the PPA, duly executed by ExGen; (j) the Blackstart Agreement, duly executed by Purchaser; (k) the Instrument of Assumption, duly executed by Purchaser; (l) in the event a Triggering Event (that would have the effect of requiring the full payment of the Escrow Funds had the Escrow Agreement been entered into prior to such Triggering Event) has not occurred prior to the Closing Date, the Escrow Promissory Note, duly executed by Exelon, as obligor; (m) the Supplemental Indentures, duly executed by Purchaser; (n) the Transition Services Agreement (if required to be executed pursuant to Section 5.21), duly executed by Purchaser; (o) the Easement and Facilities Agreement, duly executed by Purchaser; (p) the Interconnection Agreement, duly executed by Purchaser; and (q) the Securitization Transfer Agreements, duly executed by Purchaser.