Common use of Closing Deliveries of Parent Clause in Contracts

Closing Deliveries of Parent. At or prior to the Closing, Parent shall deliver, or caused to be delivered, to the Company the following: (a) a certificate executed on behalf of the Parent by one of its officers to the effect that, as of the Closing, the conditions set forth in Sections 9.1 and 9.2 above have been satisfied; (b) the Escrow Agreement, duly executed and delivered by ▇▇▇▇▇▇; (c) a certificate of the Secretary of the Parent dated the Closing Date, in form and substance reasonably satisfactory to Company as to (i) the Parent’s charter and bylaws (the “Parent Organizational Documents”) and the Parent being in good standing (including attaching the Parent Organizational Documents and certificates of good standing dated not more than five Business Days prior to the Closing issued by the Secretary of State of the State of Delaware and by each state in which the Company is qualified to do business as a foreign corporation) and (ii) the incumbency and signatures of the officers of the Parent executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Parent pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby; (d) evidence, reasonably satisfactory to the Company, as to the consent of the third party identified on Schedule 9.2, if any; (e) the Offer Package Agreements and Non-Competition Agreements identified in Section 8.4, duly executed and delivered by ▇▇▇▇▇▇; and (f) evidence of the deposit of the shares of Parent Common Stock set forth in Section 2.8(a) above with the Exchange Agent.

Closing Deliveries of Parent. At or prior to the Closing, Parent shall will deliver, or caused cause to be delivered, to the Company or the Shareholders’ Representative (or as this Agreement otherwise directs), the following: (a) a certificate executed on behalf legal opinion in substantially the form approved by the Company prior to the date of this Agreement, dated the Closing Date, from outside legal counsel to Parent and the Merger Sub; Agreement and Plan of Merger (b) issuance of the Parent Closing Consideration as directed by one the Shareholders’ Representative pursuant to Article 1; (c) an officers’ certificate of its officers to the effect thata duly authorized officer of Parent, dated as of the ClosingClosing Date, confirming the satisfaction of the conditions set forth in Sections 9.1 and 9.2 above have been satisfied; 7.3(a), (b) the Escrow Agreement, duly executed and delivered by ▇▇▇▇▇▇; (c) a certificate of the Secretary of the Parent dated the Closing Date, in form and substance reasonably satisfactory to Company as to (i) the Parent’s charter and bylaws (the “Parent Organizational Documents”) and the Parent being in good standing (including attaching the Parent Organizational Documents and certificates of good standing dated not more than five Business Days prior to the Closing issued by the Secretary of State of the State of Delaware and by each state in which the Company is qualified to do business as a foreign corporation) and (ii) the incumbency and signatures of the officers of the Parent executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of the Parent pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby); (d) evidencea good standing certificate, reasonably satisfactory to dated within five (5) days before Closing, from the Company, as to the consent Secretary of State (or comparable Governmental Authority) of the third party identified on Schedule 9.2State of Delaware, if anystating that Parent is in good standing therein; (ef) the Offer Package Agreements and Non-Competition Agreements identified in Section 8.4, Escrow Agreement duly executed and by the Parent; (g) issuance of the Escrow Shares in the name of the Shareholders’ Representative, to be delivered to the Escrow Agent; (h) the Shareholders Agreement duly executed by ▇▇▇▇▇▇Parent; and (fi) evidence all other documents and items required by any term of the deposit of the shares of this Agreement to be delivered, or caused to be delivered, by Parent Common Stock set forth in Section 2.8(a) above with the Exchange Agentat Closing.