Common use of Initial Closing Deliveries Clause in Contracts

Initial Closing Deliveries. At the Initial Closing, each Party shall deliver (or cause to be delivered) to the other Party: (i) evidence of the fulfillment of all the Initial Closing Conditions for which it is responsible (other than those that have been waived by the other Party); (ii) a share transfer form in favor of AGH Co in respect of the Shares duly executed by the AGH together with the original share certificate in the name of the AGH in respect thereof; (iii) share certificates in the name of AGH Co and ANT Co representing the number of Shares acquired by AGH Co and ANT Co in respect of the Initial Capital Contributions pursuant to Section 4.1 respectively, and a certified true copy of the register of members of the Koubei Holdco reflecting AGH Co’s and ANT Co’s ownership of such Shares; (iv) a certified true copy of the register of directors of the Koubei Holdco reflecting the appointment of the two directors designated by AGH and ANT respectively; (v) five (5) counterparts of the Shareholders Agreement duly executed by Koubei Holdco, AGH, AGH Co, ANT and ANT Co; (vi) seven (7) counterparts of Statements of Adhesion duly executed by AGH Co, ANT Co, the Koubei Holdco, Koubei Hong Kong, Koubei BVI, the Koubei Hangzhou Opco and the VIE Subsidiary respectively; (vii) three (3) counterparts of IP Transfer and License Agreement duly executed by AGH, ANT and the Koubei Holdco; (viii) three (3) counterparts of Shared Services Agreement duly executed by AGH, ANT and the Koubei Holdco; (ix) three (3) counterparts of Cooperation Agreement duly executed by AGH, ANT and the Koubei Holdco; (x) three (3) counterparts of Commercial Agreement duly executed by ANT, the Koubei Holdco and ▇▇▇▇▇▇.▇▇▇ Co., Ltd.; (xi) a copy of the directors or shareholders resolutions of such Party authorizing (A) the execution of this Agreement and the Ancillary Agreements to which such Party is a party and (B) the transactions contemplated thereby; and (xii) with respect to the Ancillary Agreements to which any Affiliate of such Party is a party, a copy of the directors or shareholders resolutions of such Party’s Affiliate authorizing (A) the execution of the Ancillary Agreements to which such Party’s Affiliate is a party and (B) the transactions contemplated thereby.

Initial Closing Deliveries. At (a) Simultaneously with the execution and delivery of this Agreement, at the Initial Closing, each Party shall deliver (the Company is delivering or cause causing to be delivered) delivered to the other PartyInvestors the following: (i) evidence duly executed Notes in the principal amounts set forth opposite such Investor's name on the signature page hereto; (ii) certificates representing the number of GS Shares in the amounts set forth opposite such Investor's name on the signature page hereto; (iii) a duly executed copy of the fulfillment Registration Rights Agreement; (iv) duly executed copies of the Voting Agreements; (v) duly executed copies of the Lock-up Agreements; (vi) an opinion of the Company's counsel, dated as of the date hereof, addressed to the Investors in the form of Exhibit 2.3(a)(vi), which opinion shall be reasonably satisfactory to the Investors; (vii) good standing certificates for the Company and each of its Significant Subsidiaries, dated no earlier than five days prior to the date hereof, from the jurisdiction in which each is incorporated; (viii) a copy of the resolutions of the Board of Directors (A) duly authorizing the execution and delivery of each of the Transaction Documents and the performance of the transactions contemplated thereby, and (B) approving the Investors becoming "interested stockholders" under Section 203 of the DGCL, which resolutions shall be certified as true, correct and effective as of the date hereof by the Secretary or Assistant Secretary of the Company and which shall be satisfactory to the Investors; (ix) evidence, satisfactory to the Investors, that Amendment No. 1 to the Rights Agreement, in the form attached hereto as Exhibit 2.3(a)(ix), has been duly executed; (x) evidence, satisfactory to the Investors, that the Initial Noteholder Designee shall be duly appointed to serve as a member of "Class II" of the Board of Directors and the Executive Committee of the Board of Directors and that the Board of Directors shall consist of eight directors in each case effective as of January 20, 2000; (xi) evidence, satisfactory to the Investors, that the transactions contemplated hereby will not constitute a "Change in Control" of the Company under any Commitment to which an officer is a party or under any of the Compensation and Benefit Plans; (xii) copies of all third-party consents required to be obtained by the Company prior to the Initial Closing Conditions as set forth on Schedule 3.9(b), including, without limitation, the consent of the Required Lenders under the Credit Agreement, which consents shall be reasonably satisfactory to the Investors; (xiii) an Officers' Certificate, dated as of the date hereof, certifying that each of the representations and warranties of the Company contained in this Agreement are true and correct as of the date hereof (disregarding for this purpose all references in such representations and warranties to any materiality, Material Adverse Effect, Knowledge or similar qualifications) (except to the extent such representations and warranties are made as of a particular date, in which it is responsible (other than those that case such representations and warranties shall have been waived true and correct in all material respects as of such date), except for failures to be true and correct which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect; and (xiv) such other instruments and documents as the Investors reasonably request. (b) Simultaneously with the execution and delivery of this Agreement, at the Initial Closing, the Investors are delivering to the Company the following: (i) the Initial Closing Purchase Price, which shall be paid by wire transfer of immediately available funds to an account designated at least three business days prior to the date hereof by the other Party)Company; (ii) a share transfer form in favor of AGH Co in respect duly executed copy of the Shares duly executed by the AGH together with the original share certificate in the name of the AGH in respect thereof;Registration Rights Agreement; and (iii) share certificates an Officers' Certificate, dated as of the date hereof, certifying that each of the representations and warranties of the Investors contained in this Agreement are true and correct (disregarding for this purpose all references in such representations and warranties to any materiality, material adverse effect, knowledge or similar qualifications) as of the date hereof (except to the extent such representations and warranties are made as of a particular date, in which case such representations and warranties shall have been true and correct in all material respects as of such date), except for failures to be true and correct which individually or in the name of AGH Co and ANT Co representing aggregate would not reasonably be expected to have a material adverse effect on the number of Shares acquired by AGH Co and ANT Co in respect ability of the Initial Capital Contributions pursuant Investors to Section 4.1 respectively, and a certified true copy of the register of members of the Koubei Holdco reflecting AGH Co’s and ANT Co’s ownership of such Shares; (iv) a certified true copy of the register of directors of the Koubei Holdco reflecting the appointment of the two directors designated by AGH and ANT respectively; (v) five (5) counterparts of the Shareholders Agreement duly executed by Koubei Holdco, AGH, AGH Co, ANT and ANT Co; (vi) seven (7) counterparts of Statements of Adhesion duly executed by AGH Co, ANT Co, the Koubei Holdco, Koubei Hong Kong, Koubei BVI, the Koubei Hangzhou Opco and the VIE Subsidiary respectively; (vii) three (3) counterparts of IP Transfer and License Agreement duly executed by AGH, ANT and the Koubei Holdco; (viii) three (3) counterparts of Shared Services Agreement duly executed by AGH, ANT and the Koubei Holdco; (ix) three (3) counterparts of Cooperation Agreement duly executed by AGH, ANT and the Koubei Holdco; (x) three (3) counterparts of Commercial Agreement duly executed by ANT, the Koubei Holdco and ▇▇▇▇▇▇fulfill its obligations hereunder.▇▇▇ Co., Ltd.; (xi) a copy of the directors or shareholders resolutions of such Party authorizing (A) the execution of this Agreement and the Ancillary Agreements to which such Party is a party and (B) the transactions contemplated thereby; and (xii) with respect to the Ancillary Agreements to which any Affiliate of such Party is a party, a copy of the directors or shareholders resolutions of such Party’s Affiliate authorizing (A) the execution of the Ancillary Agreements to which such Party’s Affiliate is a party and (B) the transactions contemplated thereby.

Initial Closing Deliveries. At The Seller Parties shall have delivered to Purchaser the Initial Closing, each Party shall deliver (or cause to be delivered) to the other Partyfollowing: (i) evidence original certificates representing all of the fulfillment issued and outstanding shares of all the Initial Closing Conditions capital stock of each Purchased Entity that is a corporation, duly endorsed in blank for which it is responsible (transfer or accompanied by stock powers duly endorsed in blank, together with requisite transfer tax stamps, if any required by Law, attached, or, if original certificates are not available, “lost certificate” affidavits in lieu thereof, and originals of any other than those that have been waived certificate evidencing any other Purchased Interests, together with an endorsement by the other Party)such Purchased Entity; (ii) a share transfer form in favor of AGH Co in respect executed counterparts of the Shares duly executed by the AGH together with the original share certificate in the name of the AGH in respect thereofDeposit Release Instruction; (iii) share certificates in executed counterparts to the name of AGH Co Purchased Interest Assignment and ANT Co representing the number of Shares acquired by AGH Co and ANT Co in respect of the Initial Capital Contributions pursuant to Section 4.1 respectively, and a certified true copy of the register of members of the Koubei Holdco reflecting AGH Co’s and ANT Co’s ownership of such SharesAssumption Agreement; (iv) a certified true copy of the register of directors of the Koubei Holdco reflecting the appointment of the two directors designated by AGH and ANT respectivelyexecuted Material Contract Update; (v) five (5) counterparts a certificate of the Shareholders Agreement duly executed Seller Parties, dated as of the Initial Closing Date, and signed by Koubei Holdcoan authorized officer of each applicable Seller Party, AGHcertifying that the conditions set forth in Sections 9.4(a), AGH Co9.4(b), ANT 9.4(c), 9.4(d) and ANT Co9.4(e) have been satisfied with respect to the Seller Parties or each Purchased Entity or Property being Transferred at the Initial Closing, as applicable; (vi) seven all minute books, stock record books (7or similar registries) counterparts and corporate, partnership, or limited liability company records and seals of Statements the Purchased Entities in the possession of Adhesion duly executed by AGH Co, ANT Co, the Koubei Holdco, Koubei Hong Kong, Koubei BVI, the Koubei Hangzhou Opco and the VIE Subsidiary respectivelySeller Parties; (vii) three (3) counterparts written resignations, effective as of IP Transfer and License Agreement duly executed by AGHClosing, ANT and or other evidence of removal of all officers, directors, or managers of the Koubei HoldcoPurchased Entities; (viii) three (3) counterparts a certificate signed by each Seller Party that such Seller Party is not a “foreign person” as defined in Section 1445 of Shared Services Agreement duly executed by AGH, ANT and the Koubei HoldcoCode; (ix) three (3) counterparts of Cooperation Agreement duly executed by AGH, ANT and the Koubei HoldcoRelease Documentation; (x) three (3) counterparts of Commercial Agreement duly executed by ANT, the Koubei Holdco and ▇▇▇▇▇▇.▇▇▇ Co., Ltd.;Legal Opinion; and (xi) a copy copies of the directors or shareholders resolutions of such Party authorizing (A) the execution of this Agreement and the Ancillary Agreements to which such Party is a party and (B) the transactions contemplated thereby; and (xii) with respect to the Ancillary Agreements to which any Affiliate of such Party is a party, a copy of the directors or shareholders resolutions of such Party’s Affiliate authorizing (A) the execution of the Ancillary Agreements to which such Party’s Affiliate is a party and (B) the transactions contemplated therebySeller Resignations.

Initial Closing Deliveries. At (a) On the Initial ClosingClosing Date, each Party the Company shall deliver (or cause to be delivered) delivered to the other PartyPurchaser the following: (i) evidence of the fulfillment of all the Initial Closing Conditions for which it is responsible (other than those that have been waived this Agreement duly executed by the other Party)Company; (ii) a share transfer form in favor legal opinion of AGH Co in respect of Company Counsel, which shall be reasonably satisfactory to the Shares duly executed by Purchaser and Purchaser Counsel; (iii) a certificate evidencing the AGH together with the original share certificate Initial Closing Shares, registered in the name of the AGH in respect thereof; (iii) share certificates in the name of AGH Co and ANT Co representing the number of Shares acquired by AGH Co and ANT Co in respect of the Initial Capital Contributions pursuant to Section 4.1 respectively, and a certified true copy of the register of members of the Koubei Holdco reflecting AGH Co’s and ANT Co’s ownership of such SharesPurchaser; (iv) a certified true copy Warrant registered in the name of the register Purchaser to purchase up to Forty Million (40,000,000) shares of directors Common Stock at an exercise price of the Koubei Holdco reflecting the appointment of the two directors designated by AGH Six and ANT respectively25/100 Cents ($0.0625) per share; (v) five (5) counterparts of the Shareholders Agreement duly executed by Koubei Holdco, AGH, AGH Co, ANT and ANT CoConversion Notices; (vi) seven (7) counterparts of Statements of Adhesion duly executed by AGH Co, ANT Co, the Koubei Holdco, Koubei Hong Kong, Koubei BVI, the Koubei Hangzhou Opco and the VIE Subsidiary respectivelyVoting Agreement; (vii) three (3) counterparts of IP Transfer and License Agreement a certificate, duly executed by AGHits Chief Executive Officer, ANT certifying as to the satisfaction of the conditions set forth in Sections 2.11(b) and the Koubei Holdco2.12(a); (viii) three (3) counterparts of Shared Services Agreement duly a certificate executed by AGH, ANT its Secretary having attached thereto (A) the Company’s Certificate of Incorporation and the Koubei HoldcoCertificate of Designation, each certified by the Secretary of State of the State of Delaware, as in effect at the Initial Closing Date, (B) the Company’s By-Laws as in effect at the Initial Closing Date, (C) resolutions approved by the Board of Directors authorizing the transactions contemplated hereby, including the appointment of the Purchaser Directors, and (D) good standing certificate with respect to the Company from the Secretary of State of the States of Delaware and New Jersey; (ix) three pursuant to Section 4.17(a), the Supplemental Company Schedules; and (3x) counterparts of Cooperation the Identified Products Letter. (b) On the Initial Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by AGH, ANT Parent and the Koubei HoldcoPurchaser; (xii) three the sum of One Million Dollars (3$1,000,000.00) counterparts of Commercial Agreement duly executed by ANT, wire transfer in accordance with the Koubei Holdco and ▇▇▇▇▇▇.▇▇▇ Co., Ltd.Company Wire Transfer Instructions; (xiiii) a copy of the directors or shareholders resolutions of such Party authorizing written confirmation from TD Bank, N.A. (“TD Bank”) stating (A) that the execution of transactions contemplated by this Agreement and the Ancillary Agreements to which such Party is other Transaction Documents do not violate any of the terms or conditions of that certain Loan and Security Agreement, dated as of July 18, 2009 (the “TD Loan Agreement”), by and among the Parent, Epic RE Holdco, LLC, a party Delaware limited liability company, and TD Bank or any of the transactions contemplated thereby, (B) the transactions contemplated therebyamount of the loan facility committed to the Parent or its Affiliates pursuant to the TD Loan Agreement, and (C) the amount of such loan facility which remains available to the Parent or its Affiliates under the TD Loan Agreement as of the Initial Closing Date; and (xii) with respect to the Ancillary Agreements to which any Affiliate of such Party is a party, a copy of the directors or shareholders resolutions of such Party’s Affiliate authorizing (Aiv) the execution of the Ancillary Agreements to which such Party’s Affiliate is a party and (B) the transactions contemplated therebyIdentified Products Letter.

Initial Closing Deliveries. At (i) On or prior to the Initial ClosingClosing Date, each Party shall deliver (the Company delivered or cause caused to be delivered) delivered to each Initial Purchaser the other Partyfollowing: (iA) evidence the Prior Agreement duly executed by the Company; (B) a legal opinion of Company Counsel and of Nevada counsel of the fulfillment of all Company, each in form and substance reasonably acceptable to the Initial Closing Conditions for which it is responsible Purchasers; (other than those that have been waived C) an Initial Note with a principal amount equal to such Initial Purchaser’s Principal Amount, registered in the name of such Initial Purchaser; (D) an Initial Warrant registered in the name of such Initial Purchaser to purchase up to a number of shares of Common Stock equal to 150% of the initial Principal Amount of such Initial Purchaser’s Initial Note divided by $0.7085, with an exercise price equal to $0.7794, subject to adjustment therein; (E) the Company’s wire instructions, on Company letterhead and duly executed by the Chief Executive Officer or Chief Financial Officer; (F) the Collateral Agent received the Security Documents, duly executed by the parties thereto; (G) the Collateral Agent received all documents, instruments, filings and recordations and searches reasonably necessary in connection with the perfection of a valid security interest in the Collateral of Company and each of its Subsidiaries and, in the case of the filings with the United States Patent and Trademark Office and the United States Copyright Office, protection of such security interests was executed and delivered or made, or, in the case of UCC filings, was in proper form for filing, registration or recordation, as applicable; (H) the Collateral Agent received the results of searches (including comparable searches in any jurisdiction outside the United States) for any effective UCC financing statements, tax liens or judgment liens filed against the Company or any of its Subsidiaries or any property of any of the foregoing, which results did not show any such liens; (I) the Collateral Agent received the Security Agreement, duly executed by the Company and each of its Subsidiaries, together with (A) the original stock certificates representing all of the equity interests and all promissory notes required to be pledged thereunder, accompanied by undated stock powers and allonges executed in blank and other Party);proper instruments of transfer and (B) any copyright, patent and trademark agreements required by the terms of the Security Agreement; and (J) the Company delivered to such Initial Purchaser such other documents relating to the transactions contemplated by the Prior Agreement as such Initial Purchaser or its counsel reasonably requested. (ii) a share transfer form in favor of AGH Co in respect of On or prior to the Shares duly executed by Initial Closing Date, each Initial Purchaser delivered or caused to be delivered to the AGH together with Company the original share certificate in the name of the AGH in respect thereof;following: (iiiA) share certificates in the name of AGH Co and ANT Co representing the number of Shares acquired by AGH Co and ANT Co in respect of the Initial Capital Contributions pursuant to Section 4.1 respectively, and a certified true copy of the register of members of the Koubei Holdco reflecting AGH Co’s and ANT Co’s ownership of such Shares; (iv) a certified true copy of the register of directors of the Koubei Holdco reflecting the appointment of the two directors designated by AGH and ANT respectively; (v) five (5) counterparts of the Shareholders Prior Agreement duly executed by Koubei Holdco, AGH, AGH Co, ANT and ANT Co; (vi) seven (7) counterparts of Statements of Adhesion duly executed by AGH Co, ANT Co, the Koubei Holdco, Koubei Hong Kong, Koubei BVI, the Koubei Hangzhou Opco and the VIE Subsidiary respectively; (vii) three (3) counterparts of IP Transfer and License Agreement duly executed by AGH, ANT and the Koubei Holdco; (viii) three (3) counterparts of Shared Services Agreement duly executed by AGH, ANT and the Koubei Holdco; (ix) three (3) counterparts of Cooperation Agreement duly executed by AGH, ANT and the Koubei Holdco; (x) three (3) counterparts of Commercial Agreement duly executed by ANT, the Koubei Holdco and ▇▇▇▇▇▇.▇▇▇ Co., Ltd.; (xi) a copy of the directors or shareholders resolutions of such Party authorizing (A) the execution of this Agreement and the Ancillary Agreements to which such Party is a party and (B) the transactions contemplated therebyInitial Purchaser; and (xiiB) with respect such Initial Purchaser’s Initial Subscription Amount by wire transfer to the Ancillary Agreements to which any Affiliate of such Party is a party, a copy of account specified in writing by the directors or shareholders resolutions of such Party’s Affiliate authorizing (A) the execution of the Ancillary Agreements to which such Party’s Affiliate is a party and (B) the transactions contemplated therebyCompany.

Initial Closing Deliveries. At the Initial Closing, each Party the Company shall deliver (or cause to be delivered) to the other PartyInvestor the following: (i) evidence of the fulfillment of all the Initial Closing Conditions for which it is responsible (other than those that have been waived by the other Party); (iia) a share transfer stock certificate in definitive form in favor of AGH Co in respect of the Shares duly executed by the AGH together with the original share certificate registered in the name of the AGH in respect thereofInvestor, representing the shares of Series C Preferred being purchased by it pursuant hereto; (iiib) share certificates in the name of AGH Co and ANT Co representing the number of Shares acquired by AGH Co and ANT Co in respect of the Initial Capital Contributions pursuant to Section 4.1 respectively, and a certified true an executed copy of the register of members of the Koubei Holdco reflecting AGH Co’s and ANT Co’s ownership of such SharesOption Agreement; (iv) a certified true copy of the register of directors of the Koubei Holdco reflecting the appointment of the two directors designated by AGH and ANT respectively; (v) five (5) counterparts of the Shareholders Agreement duly executed by Koubei Holdco, AGH, AGH Co, ANT and ANT Co; (vi) seven (7) counterparts of Statements of Adhesion duly executed by AGH Co, ANT Co, the Koubei Holdco, Koubei Hong Kong, Koubei BVI, the Koubei Hangzhou Opco and the VIE Subsidiary respectively; (vii) three (3) counterparts of IP Transfer and License Agreement duly executed by AGH, ANT and the Koubei Holdco; (viii) three (3) counterparts of Shared Services Agreement duly executed by AGH, ANT and the Koubei Holdco; (ix) three (3) counterparts of Cooperation Agreement duly executed by AGH, ANT and the Koubei Holdco; (x) three (3) counterparts of Commercial Agreement duly executed by ANT, the Koubei Holdco and ▇▇▇▇▇▇.▇▇▇ Co., Ltd.; (xic) a copy of the directors or shareholders Restated Articles, as certified by the Maryland State Department of Assessments and Taxation; (d) a certified copy of the resolutions adopted by the Board of such Party Directors of the Company authorizing (A) the execution of this Agreement and the Ancillary Agreements to which such Party is a party and (B) the transactions contemplated therebyby this Purchase Agreement or any written consent of all of the current members of the Board of Directors of the Company (effective as of the Initial Closing Date) required for the consummation of the transactions contemplated herein; (e) the certificates required by SECTION 8.5 and 8.13(B); (f) a copy of a resolution of the Board of Directors of the Company, certified by the Secretary of the Company, or a copy of a written consent of the Board of Directors of the Company appointing the Investor's representative to the Board of Directors and its Executive Committee effective as of the Closing; (g) the opinion required by SECTION 8.6; (h) certificates of incumbency and specimen signatures of the signatory officers of the Company; (i) good standing certificates as of a date not more than five days prior to the Initial Closing Date issued by the Secretary of State of the respective states of incorporation of the Company and of each Subsidiary incorporated in the United States, and of each state in which the Company is qualified to do business; (j) the articles of incorporation and bylaws (or equivalent constituent documents), minute books and stock books of the Company and the Subsidiaries and all other books and records reasonably requested by the Investor; and (xiik) with respect to such other Documents as the Ancillary Agreements to which any Affiliate of such Party is a party, a copy of the directors or shareholders resolutions of such Party’s Affiliate authorizing (A) the execution of the Ancillary Agreements to which such Party’s Affiliate is a party and (B) the transactions contemplated therebyInvestor may reasonably request.