Common use of Execution and Delivery of Closing Documents Clause in Contracts

Execution and Delivery of Closing Documents. The Seller and the Acquired Companies must deliver to the Purchaser (or such other party as appropriate), the following, duly executed as appropriate: (a) this Stock Purchase Agreement; (b) the stock certificates evidencing the Acquired Stock properly endorsed for transfer to the Purchaser or accompanied by duly executed stock powers in favor of the Purchaser and otherwise in a form acceptable for transfer on the books of the Acquired Companies; (c) the Escrow Agreement; (d) the Non-competition Agreement; (e) a certificate dated as of the Closing Date, signed by an officer of the Seller and the Acquired Companies certifying that the conditions specified in Sections 6.01 through 6.03 have been satisfied; (f) a certificate from the Seller and each Acquired Company dated as of the Closing Date, signed by the Secretary thereof and in form and substance satisfactory to the Purchaser certifying (i) that resolutions have been duly adopted by the Board of Directors and shareholders (if necessary) thereof authorizing the execution of this Agreement and the Ancillary Agreements and all of the other transactions to be consummated pursuant hereto, (ii) the names and incumbency of its officers who are empowered to execute the foregoing documents for and on behalf of the Seller or such Acquired Company, (iii) the authenticity of attached copies of the Articles or Certificate of Incorporation and Bylaws of the Seller or such Acquired Company, and (iv) the continued good standing of the Seller or such Acquired Company in the state of its incorporation, as evidenced by a reasonably current Certificate of Good Standing; (g) a favorable opinion of the legal counsel to the Seller and the Acquired Companies as to the matters referred to on Exhibit C, with reliance language in favor of the Purchaser's lenders in connection with the transactions contemplated by this Agreement; and (h) such other documents, certificates, instruments or opinions as the Purchaser may reasonably request, in form reasonably satisfactory to the Purchaser.

Execution and Delivery of Closing Documents. The Seller and At the Acquired Companies must deliver to the Purchaser (or such other party as appropriate)Closing, the following, duly parties shall execute and deliver each agreement and instrument required by this Agreement to be so executed as appropriate:and delivered and then not previously accomplished. (a) this Stock Purchase AgreementAt the Closing, Sellers shall execute and deliver, or cause to be executed and delivered, the following: (i) An Agreement of Transfer of Ownership Interest substantially in the form attached hereto as Schedule 5(a) (i) and such other deeds of transfer or assurances as may be reasonably and customarily required under the laws of Mexico, executed and in form sufficient to vest title in Buyers to all of the Company Interest, free and clear of all liens, claims and encumbrances; (bii) Evidence satisfactory to Buyers of the stock certificates evidencing satisfaction of the Acquired Stock properly endorsed for transfer Promissory Notes as set forth in Section 4(c) hereof; (iii) Evidence satisfactory to Buyers of the resignation effective as of the Closing Date of each member of each "Technical Committee" (as defined in the applicable trust instruments) or similar body; (iv) Evidence satisfactory to Buyers of the resignation effective as of or prior to the Purchaser or accompanied by duly executed stock powers in favor Closing Date of each manager and officer of the Purchaser Company and otherwise the Subsidiaries specified in a form acceptable for transfer on writing by Buyers at least five (5) business days prior to the Closing Date; (v) Incorporation deeds (escritura constitutiva) of the Company and the Subsidiaries and first testimonies of public deeds formalizing amendments to the corporate by-laws of the Company and the Subsidiaries; (vi) The following corporate books of the Acquired Companies; (c) Company and each of the Escrow Agreement; (d) the Non-competition Agreement; (e) a certificate dated Subsidiaries duly updated as of the Closing Date: (a) Partners' Meetings Book; (b) Board of Managers' Meetings Book, signed by an officer of the Seller (c) Ownership Interest Book; and the Acquired Companies certifying that the conditions specified in Sections 6.01 through 6.03 have been satisfied(d) Capital Variations Book; (fvii) a certificate from Certification of the Seller Secretary of the Board of Managers of the Company and each Acquired Company dated as of the Subsidiaries certifying the ownership structure of them on the Closing Date, signed by the Secretary thereof and in form and substance satisfactory to the Purchaser certifying (i) that resolutions have been duly adopted by the Board of Directors and shareholders (if necessary) thereof authorizing the execution of this Agreement and the Ancillary Agreements and all of the other transactions to be consummated pursuant hereto, (ii) the names and incumbency of its officers who are empowered to execute the foregoing documents for and on behalf of the Seller or such Acquired Company, (iii) the authenticity of attached copies of the Articles or Certificate of Incorporation and Bylaws of the Seller or such Acquired Company, and (iv) the continued good standing of the Seller or such Acquired Company in the state of its incorporation, as evidenced by a reasonably current Certificate of Good Standing; (g) a favorable opinion of the legal counsel to the Seller and the Acquired Companies as to the matters referred to on Exhibit C, with reliance language in favor of the Purchaser's lenders in connection with the transactions contemplated by this Agreement; and (hviii) such Such other documents, certificates, instruments or opinions instrument and documents as the Purchaser may reasonably requestmay, in form reasonably the opinion of counsel for Buyers, be reasonable and customary to transfer to Buyers the Company Interest to be sold under this Agreement. (b) At the Closing, Buyer shall deliver to Sellers: (i) The Purchase Price as set forth in Section 4(a) hereof; (ii) Evidence satisfactory to Sellers of advancement of the PurchaserNote Repayment Amount to the Company as set forth in Section 4(b) hereof; and (iii) Such other instruments and documents as may, in the opinion of counsel for Sellers, be reasonably necessary to carry out the terms of this Agreement.

Execution and Delivery of Closing Documents. The Purchaser must deliver to the Seller and the Acquired Companies must deliver to the Purchaser (or such other party as appropriate), the following, duly executed as appropriate: (a) this Stock Purchase Agreement; (b) the stock certificates evidencing the Acquired Stock properly endorsed for transfer to the Purchaser or accompanied by duly executed stock powers in favor of the Purchaser and otherwise in a form acceptable for transfer on the books of the Acquired Companies; (c) the Escrow Agreement; (d) the Non-competition Agreement; (ec) a certificate dated as of the Closing Date, signed by an officer of the Seller and the Acquired Companies Purchaser certifying that the conditions specified in Sections 6.01 7.01 through 6.03 7.03 have been satisfied; (fd) a certificate from the Seller and each Acquired Company dated as of the Closing Date, signed by the Secretary thereof of the Purchaser and in form and substance satisfactory to the Purchaser certifying (i) that resolutions have been duly adopted by the Purchaser's Board of Directors and shareholders (if necessary) thereof authorizing the execution of this Agreement and the Ancillary Agreements and all of the other transactions to be consummated pursuant hereto, (ii) the names and incumbency of its officers who are empowered to execute the foregoing documents for and on behalf of the Seller or such Acquired CompanyPurchaser, (iii) the authenticity of attached copies of the Articles or Certificate of Incorporation and Bylaws of the Seller or such Acquired CompanyPurchaser, and (iv) the continued good standing of the Seller or such Acquired Company Purchaser in the state State of its incorporationMinnesota, as evidenced by a reasonably current Certificate of Good Standing; (ge) a favorable opinion of the Purchaser's legal counsel to the Seller and the Acquired Companies as to the matters referred to on Exhibit CD; (f) a Management Indemnification Agreement in substantially the form attached as Exhibit E signed by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇ DDS, with reliance language ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇, which such agreement shall be in favor full force and effect as of the Purchaser's lenders in connection with the transactions contemplated by this AgreementClosing; and (hg) such other documents, certificates, instruments or opinions as the Purchaser Seller and the Acquired Companies may reasonably request, in form reasonably satisfactory to the PurchaserSeller and the Acquired Companies.

Execution and Delivery of Closing Documents. The 5.1 At or prior to the Closing, Seller and the Acquired Companies must shall deliver to the Purchaser (or such other party as appropriate), the following, duly executed as appropriateBuyer: (a) this Stock Purchase Agreement;originals of all of the Acquired Contracts, and all forms of assignment of contract, consents and approvals required to assign to Buyer the Acquired Contracts, as well as forms of all documentation necessary to remove the UMB Lien (as defined herein) and to transfer title to the Acquired Assets to Buyer free and clear of any liens or encumbrances. (b) the stock certificates evidencing the Acquired Stock properly endorsed for transfer all Permits, together with all required assignments thereof and consents thereto to the Purchaser or accompanied by duly executed stock powers in favor of the Purchaser and otherwise in a form acceptable for transfer on the books of the Acquired Companiesextent such Permits are assignable; (c) unless the Escrow Agreement; (d) execution of this Agreement and the Non-competition Agreement; (e) Closing occur simultaneously, a certificate dated executed by the Owners and the chief financial officer of Seller, in a form reasonably acceptable to Buyer, certifying that: (i) all of the representations and warranties of Seller are true and correct, and all Schedules to the Agreement are complete and accurate, as of the Closing Date, signed by an officer ; (ii) Seller has performed all of the Seller obligations and conditions required by the Agreement to be performed at or prior to the Closing Date; and has not performed any of the activities prohibited by the Agreement; (iii) all of the Acquired Companies certifying that Contracts are valid, binding and enforceable, and except as disclosed to Buyer in writing, there is no dispute among the conditions specified in Sections 6.01 through 6.03 have been satisfied; parties to such contracts or breach of any of the terms of such contracts by any party thereto; (fiv) a certificate during the period from the Seller and each Acquired Company dated as date of this Agreement until the Closing Date, signed there has been no material adverse change in the business of Seller; and (v) during the period from the date of this Agreement until the Closing Date, Seller has conducted its business in the normal course. (d) a certificate executed by the Secretary thereof and of Seller, in a form and substance satisfactory reasonably acceptable to Buyer, certifying copies of the Purchaser certifying (i) that resolutions have been duly adopted by the Board of Directors and shareholders (if necessary) thereof the Shareholders of Seller authorizing the execution of this Agreement and the Ancillary Agreements and transactions contemplated herein; (e) a ▇▇▇▇ of sale or other transfer document executed by the President of Seller, in form reasonably acceptable to Buyer, relating to the Acquired Assets; (f) copies of all performance bonds relating to the performance of the other transactions to be consummated pursuant hereto, (ii) the names and incumbency of its officers who are empowered to execute the foregoing documents for and on behalf of the Seller or such Acquired Company, (iii) the authenticity of attached copies of the Articles or Certificate of Incorporation and Bylaws of the Seller or such Acquired Company, and (iv) the continued good standing of the Seller or such Acquired Company in the state of its incorporation, as evidenced by a reasonably current Certificate of Good StandingContracts; (g) an accounts receivable aging report, including a favorable opinion list of accounts receivable that have or have not been billed, up to, and including, the legal counsel to the Seller and the Acquired Companies as to the matters referred to on Exhibit C, with reliance language in favor of the Purchaser's lenders in connection with the transactions contemplated by this Agreement; andClosing Date; (h) such any other documentsdocuments necessary to assign to Buyer the Acquired Contracts and to transfer to Buyer good and marketable title to the Acquired Assets and to transfer to Buyer all rights and benefits under this Agreement, certificates, instruments or opinions as the Purchaser may reasonably request, all in form and substance reasonably satisfactory to Buyer, including a letter from UMB (as described herein) as described in Section 11.9 hereto. (i) a tax clearance certificate, as described in Section 11.5 hereto. (j) an opinion of counsel of Seller, a form of which is attached hereto as Exhibit D. (k) the PurchaserPayroll Registers, as described in Section 11.10 hereto. (l) an officer's certificate, as described in Section 11.4 hereto. (m) financial statements, as described in Section 6.12 hereto.