Common use of Deliveries by the Parties Clause in Contracts

Deliveries by the Parties. (a) Buyer herewith delivers the Purchase Price, as follows: (i) With respect to the Controlling Stockholders, certificates registered in the names of the Controlling Stockholders for the number of Firm Buyer Shares set opposite the name of the Controlling Stockholder on Schedule A attached hereto. The Firm Buyer Shares issued to each Controlling Shareholder shall not be transferable by the holder thereof prior to September 1, 2015; and (ii) With respect to the Management Stockholder, certificate(s) registered in the name of the Management Stockholder for the Escrow Buyer Shares, with any required transfer stamps affixed thereto, deposited in escrow, to be held in escrow, until ultimately released and disbursed in accordance with and subject to the terms and provisions of the Earn Out provisions set forth in Section 1.03 below. (b) Sellers shall each deliver, or cause to be delivered, to Buyer: (i) certificates for the number of Company Shares set opposite their names on Schedule A, in appropriate form, duly endorsed or accompanied by stock powers duly endorsed, and with any required transfer stamps affixed thereto, together with all other documents and instruments necessary to vest in Buyer all of such Seller’s right, title and interest in and to the Company Shares, free and clear of all Liens (other than restrictions arising pursuant to applicable securities laws); (ii) the Company’s Corporate minute book, bank statements, invoices from previous periods, Tax statements, and miscellaneous historical documents; and (iii) written resignations, substantially in the form attached as Exhibit B hereto, of certain officers of the Company and each director of the Company, all effective as of the date hereof.

Deliveries by the Parties. (a) Buyer herewith delivers the Purchase Price, as follows: (i) With respect to the Controlling Stockholders, certificates registered the Cash Consideration in the names sum of RMB 42,000,000, in immediately available funds, by wire transfer to the respective accounts of the Controlling Stockholders for the number of Firm Buyer Shares set opposite the name pro ratably in accordance with their respective ownership of the Controlling Stockholder on Shares as set forth in Schedule A attached hereto. The Firm Buyer Shares issued to each Controlling Shareholder shall not be transferable by the holder thereof prior to September 1, 2015; and (ii) With respect to the Management Stockholder, certificate(s) registered in the name of the Management Stockholder for the Escrow Buyer Sharesnumber of shares of the Stock Consideration set forth on Schedule A, with any required transfer stamps affixed thereto, deposited in escrow, to be held in escrow, until ultimately released and disbursed in accordance with and subject to the terms and provisions of the Earn Out provisions Payment set forth in Section 1.03 below. (b) Sellers shall each deliver, or cause to be delivered, to Buyer: (i) certificates for the number of Company Shares set opposite their names on Schedule A, in appropriate form, duly endorsed or accompanied by stock powers duly endorsed, and with any required transfer stamps affixed thereto, together with all other documents and instruments necessary to vest in Buyer all of such Seller’s right, title and interest in and to the Company Shares, free and clear of all Liens (other than restrictions arising pursuant to applicable securities laws); (ii) the Company’s Corporate minute book, bank statements, invoices from previous periods, Tax statements, and miscellaneous historical documents; and (iii) written resignations, substantially in the form attached as Exhibit B hereto, of certain officers of the Company and each director of the Company, all effective as of the date hereof.

Deliveries by the Parties. (a) Buyer herewith delivers At the Purchase PriceClosing, the Investor and the ------------------------- Company and Stockholders shall have delivered, or shall have caused to be delivered, to the other party or parties, all in form and substance satisfactory to the recipient thereof, the following, as followsapplicable: (i) With respect to the Controlling Stockholders, certificates registered in the names of the Controlling Stockholders for the number of Firm Buyer Shares set opposite the name of the Controlling Stockholder on Schedule A attached hereto. The Firm Buyer Shares issued to each Controlling Shareholder shall not be transferable a wire transfer by the holder thereof prior to September 1, 2015; and (ii) With respect to the Management Stockholder, certificate(s) registered in the name of the Management Stockholder for the Escrow Buyer Shares, with any required transfer stamps affixed thereto, deposited in escrow, to be held in escrow, until ultimately released and disbursed in accordance with and subject to the terms and provisions of the Earn Out provisions set forth in Section 1.03 below. (b) Sellers shall each deliver, or cause to be delivered, to Buyer: (i) certificates for the number of Company Shares set opposite their names on Schedule A, in appropriate form, duly endorsed or accompanied by stock powers duly endorsed, and with any required transfer stamps affixed thereto, together with all other documents and instruments necessary to vest in Buyer all of such Seller’s right, title and interest in and Investor to the Company Shares, free and clear of all Liens (other than restrictions arising pursuant to applicable securities laws)$15,000,000 as the purchase price for the Acquired Stock; (ii) a Debenture Purchase Agreement executed by the Investor and the Company and Stockholders, dated as of the Closing Date, in form and substance acceptable to such parties; (iii) a Stockholders' Agreement executed by the Investor and the Company and Stockholders, dated as of the Closing Date, in form and substance acceptable to such parties; (iv) a Put/Call Agreement executed by the Investor and the Company and Stockholders, dated as of the Closing Date, in form and substance acceptable to such parties (the "Put/Call Agreement"); (v) certificates issued by (i) the Secretary of State of Delaware certifying that each of the Company and the Investor, respectively, has legal existence and is in good standing; and, with respect to the Company’s Corporate minute book, bank statements(ii) the Secretary of State (or similar authority) of each jurisdiction in which the Company has qualified to do business as a foreign corporation (or is required to be so qualified) as to such foreign qualification; (vi) a Secretary's Certificate of each of the Investor and the Company, invoices from previous periodsas applicable, Tax statementscertifying (A) the names of the officers or directors of each such entity authorized to sign this Agreement and the other agreements, documents and instruments executed by the Investor and the Company pursuant hereto, together with the true signatures of such officers or directors; (B) copies of consent actions taken by the respective Boards of Directors of the Company and the Investor and the stockholders of the Company authorizing the appropriate officers or directors of the Company and the Investor to execute and deliver this Agreement and all agreements, documents and instruments executed by the Company and the Investor pursuant hereto, and miscellaneous historical documentsto consummate the transactions contemplated hereby and thereby; (vii) an opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Company, dated as of the Closing Date, in form and substance acceptable to the Investor and an opinion of ▇▇▇▇▇▇▇, Procter & ▇▇▇▇ LLP, counsel for the Investor, dated as of the Closing Date, in form and substance acceptable to the Company; and (iiiviii) written resignations, substantially in the form attached such other supporting documents and certificates as Exhibit B hereto, of certain officers of the Company may be reasonably requested and each director of the Company, all effective as of the date hereofmay be required pursuant to this Agreement.