Common use of Closing Deliveries of the Parties Clause in Contracts

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser shall deliver the payments and amounts as set forth in Section 2.4 below; (b) Seller shall deliver to Purchaser: (i) all stock certificates representing the Shares, duly endorsed in blank (or accompanied by duly executed stock powers); (ii) a certificate, signed under penalties of perjury and substantially in the form set forth in the Treasury Regulations promulgated under Section 1445 of the Code, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (iii) resignations of all directors of the Companies and their Subsidiaries and the officers of the Companies specified by Purchaser in writing prior to Closing; (iv) executed payoff letters, releases, discharges or other similar instruments (“Payoff Letters”) providing for the repayment in full the Indebtedness of the Companies and their Subsidiaries set forth on Schedule 2.4(c), the release of all Liens granted with respect thereto, together with all instruments, documents, termination statements, UCC financing statements and discharges of registrations pursuant to the UCC relating thereto, and delivery to the Companies of all assets of the Companies and their Subsidiaries held as collateral by the Persons to which such Indebtedness is owed (including original title documents); (v) the Officer Certificate, executed by an executive officer of the Seller; (vi) proof of “tail coverage” for the Companies’ errors & omissions, directors’ and officers’ liability, and employment practices liability policies; (vii) termination and release agreements in connection with the employment of T▇▇▇▇ ▇▇▇▇▇ and A▇▇▇ ▇▇▇▇▇▇▇; and (viii) evidence of termination of the agreements set forth on Schedule 2.3(b)(x).

Closing Deliveries of the Parties. At or prior to the Closing: (a) Purchaser Purchaser, the Seller Representative, and the Escrow Agent shall execute and deliver the payments and amounts as set forth in Section 2.4 below;Escrow Agreement; ACTIVE 274341277 (b) Purchaser, the Seller Representative, and the Paying Agent shall execute and deliver the Paying Agent Agreement; (c) Purchaser shall deliver, or cause to Purchaserbe delivered, to the Company or the applicable Person each of the following: (i) all stock certificates representing a certificate executed by or on behalf of Purchaser and Merger Sub as to the Shares, duly endorsed satisfaction of the conditions set forth in blank (or accompanied by duly executed stock powersSections 7.3(a) and 7.3(b); (ii) a certificate, signed under penalties payment of perjury and substantially in the form closing payments set forth in Section 2.11; and (iii) a copy of the resolution of each of Purchaser’s and the Merger Sub’s board of directors, certified by an appropriate officer of each as having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by Purchaser and Merger Sub of the Transactions; (d) the Company shall deliver, or cause to be delivered, to Purchaser or the applicable Person each of the following: (i) a certificate executed by or on behalf of the Company as to the satisfaction of the conditions set forth in Sections 7.2(a) and 7.2(b); (ii) certificates of good standing with respect to each of the Company and its Subsidiaries certified by the Secretary of State (or comparable authority) of the jurisdiction of organization of each such entity, each dated as of a date within five (5) Business Days before the Closing Date; (iii) a copy of the resolution of the Company’s board of directors, certified by an appropriate officer of the Company as having been duly and validly adopted and being in full force and effect as of the Closing Date, authorizing the execution and delivery of this Agreement and performance by the Company of the Transactions; (iv) a duly executed and completed certificate, together with a duly executed and completed notice that Purchaser may provide or cause to be provided to the IRS, in compliance with Section 1.897-2(h) and 1.1445-2(c)(3)(i) of the Treasury Regulations promulgated under and reasonably satisfactory to Purchaser, stating that the Company is not, and has not been, during the relevant period specified in Section 1445 897(c)(1)(A)(ii) of the Code, certifying that Seller is not a “foreign personUnited States real property holding corporation” within the meaning of Section 1445 897(c) of the Code; (iiiv) resignations of all directors duly executed and authorized instructions to the relevant banking parties to transfer the authorized signatories on each bank account of the Companies and their Subsidiaries and the officers of the Companies specified by Purchaser Company Group to those individuals delegated in writing prior to Closing;by Purchaser; and (ivvi) executed (A) “payoff letters, releases, discharges ” or other similar instruments documents (the “Payoff Letters”) providing for ), each in form and substance reasonably satisfactory to Purchaser, duly executed by the repayment in full the Indebtedness Company and each of the Companies creditors party to the loan agreements and their Subsidiaries other documentation ACTIVE 274341277 set forth on Schedule 2.4(c2.4(d)(vi) and any other creditors determined by Purchaser (collectively, the “Creditors”), specifying (1) the amounts required to pay off in full at the Closing all Indebtedness owing to such Creditor (including the outstanding principal, accrued and unpaid interest and prepayment and other penalties) and wire transfer information for such payment and (2) the written commitment of each such Creditor to release all Liens, if any, which such Creditor may hold on any of the assets of the Company on the Closing Date, and (B) all Liens granted with respect thereto, together with all instruments, documents, termination statements, UCC financing statements and lien releases, mortgage releases, re-assignments of trademarks, discharges of registrations pursuant security interests and other similar discharge or release documents (in recordable form, if applicable) as are reasonably necessary to the UCC relating thereto, and delivery to the Companies release as of record all assets Liens securing any Indebtedness of the Companies and their Subsidiaries held as collateral by the Persons to which such Indebtedness is owed (including original title documents); (v) the Officer Certificate, executed by an executive officer of the Seller; (vi) proof of “tail coverage” for the Companies’ errors & omissions, directors’ and officers’ liability, and employment practices liability policies;Creditors; and (vii) written resignations, in form and substance reasonably acceptable to Purchaser, of each director and such officers of the Company and its Subsidiaries as have been requested by Purchaser at least three (3) Business Days prior to the Closing, effective as of the Closing (which officer resignations shall not constitute a termination and release agreements in connection with the employment of T▇▇▇▇ ▇▇▇▇▇ and A▇▇▇ ▇▇▇▇▇▇▇employment); and (viiie) evidence Purchaser and each Seller receiving Closing Date Stock Consideration hereunder shall execute and deliver a registration rights agreement, in substantially the form attached hereto as Exhibit G (the “Registration Rights Agreement”); provided, however, that the failure of termination any such Seller to deliver a duly executed signature page thereto prior to Closing shall not affect the Closing, it being agreed that any such Seller shall become a party to the Registration Rights Agreement upon delivery to Purchaser of the agreements set forth on Schedule 2.3(b)(x)a duly executed signature page by such Seller.