Common use of Purchaser Closing Deliveries Clause in Contracts

Purchaser Closing Deliveries. At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Company or the Paying Agent, as applicable, the following: (a) the portion of the Merger Consideration to be paid at Closing pursuant to Sections 3.1 and 3.3 of this Agreement paid and delivered in accordance with such Sections; (b) the payments to be paid at Closing pursuant to Section 3.6 of this Agreement paid and delivered in accordance with such Section; (c) a certificate of an authorized officer of the Purchaser as to compliance with the conditions set forth in Sections 7.3(a) and (b) of this Agreement; (d) a certificate by the Secretary or any Assistant Secretary of the Purchaser, dated the Closing Date, in a form reasonably satisfactory to the parties; (e) the Articles of Merger; and (f) all other documents required to be entered into or delivered by the Purchaser at or prior to the Closing pursuant hereto.

Purchaser Closing Deliveries. At On the Closing, the Purchaser shall deliverhave delivered, or cause caused to be delivered, to the Company or the Paying Agent, as applicableSeller, the following: (a) the portion of the Merger Consideration to be paid at Closing pursuant to Sections 3.1 and 3.3 of this Agreement paid and delivered in accordance with such Sections; (b) the payments Payment to be paid at Closing pursuant to Section 3.6 of this Agreement 3.3, paid and delivered in accordance with such Section; (b) documents evidencing the payment and satisfaction of the Closing Date Indebtedness; (c) a certificate of an authorized officer documents evidencing the assumption of the Purchaser Assumed Contracts, and the acceptance of any assignable Licenses, including the B▇▇▇ of Sale and Assignment and Assumption Agreement attached hereto as to compliance with Exhibit C and executed by the conditions set forth in Sections 7.3(a) and (b) of this AgreementPurchaser; (d) a certificate the Patent, Trademark and Domain Name Assignment Agreement attached hereto as Exhibit D and executed by the Secretary or any Assistant Secretary of the Purchaser, dated the Closing Date, in a form reasonably satisfactory to the parties;; and (e) the Articles of Merger; andDistributor Agreement attached hereto as Exhibit E; (f) the Transition Operating Agreement attached hereto as Exhibit F; (g) all other documents required to be entered into or delivered by the Purchaser at or prior to the Closing pursuant hereto.

Purchaser Closing Deliveries. At On the Closing, the Purchaser shall deliverhave delivered, or cause caused to be delivered, to the Company or the Paying Agent, as applicable, Shareholder the following: (a) the portion of the Merger Consideration to be paid at Closing pursuant to Sections 3.1 and 3.3 of this Agreement paid and delivered in accordance with such Sections; (b) the payments Cash Purchase Price to be paid at Closing pursuant to Section 3.6 of this Agreement 3.2(a), paid and delivered in accordance with such Section; (cb) a certificate of an authorized officer of the Purchaser as to compliance with the conditions set forth in Sections 7.3(a8.3(b) and (b) of this Agreementc); (dc) a certificate by the Secretary or any Assistant Secretary of the Purchaser, dated the Closing Date, as to (1) the good standing of the Purchaser in a form reasonably satisfactory to its jurisdiction of incorporation and (2) the partieseffectiveness of the resolutions of the board of directors of the Purchaser or committee thereof authorizing the execution, delivery and performance hereof by the Purchaser passed in connection with this Agreement and the transactions contemplated by this Agreement; (ed) the Articles of MergerTransition Services Agreement; and and (fe) all other documents required to be entered into or delivered by the Purchaser at or prior to the Closing pursuant hereto.

Purchaser Closing Deliveries. At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Company Company, the Escrow Agent or the Paying Exchange Agent, as applicable, the following: (a) the portion of the Merger Consideration to be paid at Closing pursuant to Sections 3.1 and 3.3 Section 3.4 of this Agreement paid and delivered in accordance with such SectionsSection; (b) the payments to be paid at Closing pursuant to Section 3.6 3.7 of this Agreement paid and delivered in accordance with such Section; (c) the General Escrow Amount and the Intellectual Property Escrow Amount paid and delivered in accordance with Section 3.2 of this Agreement; (d) a certificate of an authorized officer of the Purchaser as to compliance with the conditions set forth in Section 7.1 and Sections 7.3(a) and (b) of this Agreement; (de) a certificate by the Secretary or any Assistant Secretary of the Purchaser, dated the Closing Date, in a form reasonably satisfactory to the partiesGeneral Escrow Agreement; (ef) the Articles Intellectual Property Escrow Agreement; (g) the Certificate of Merger; and (fh) all other documents required to be entered into or delivered by the Purchaser at or prior to the Closing pursuant hereto.. ARTICLE IX

Purchaser Closing Deliveries. At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Company or the Paying Agent, as applicable, Shareholder the following: (a) the portion of the Merger Consideration to be paid at Closing pursuant to Sections 3.1 and 3.3 of this Agreement paid and delivered in accordance with such Sections; (b) the payments to be paid at Closing pursuant to Section 3.6 of this Agreement paid and delivered in accordance with such Section; (c) a certificate of an authorized officer of the Purchaser as to compliance with the conditions set forth in Sections Section 7.3(a) and Section 7.3 (b); (b) of this Agreementthe Closing Payment to be paid at the Closing pursuant to Section 3.3, paid and delivered in accordance with such Section; (dc) a certificate by the Secretary or any Assistant Secretary of the Purchaser, dated the Closing Date, in a form reasonably satisfactory as to the parties; (ei) the Articles good standing of Mergerthe Purchaser in its jurisdiction of incorporation and (ii) the effectiveness of the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance hereof by the Purchaser passed in connection herewith and the transactions contemplated hereby; and (fd) all other documents required to be entered into or delivered by the Purchaser at pursuant hereto or prior reasonably requested by the Shareholder to otherwise consummate the Closing pursuant heretotransactions contemplated hereby.

Purchaser Closing Deliveries. At Contemporaneously with the Closingexecution and delivery of this Agreement, the Purchaser shall deliverhas delivered, or cause caused to be delivered, to the Company or the Paying Agent, as applicable, Members the following: (a) the portion of Closing Cash and the Merger Stock Consideration to be paid at Closing pursuant to Sections 3.1 and 3.3 of this Agreement paid and delivered in accordance with such Sections; (b) the payments to be paid at Closing pursuant to Section 3.6 of this Agreement 3.1, paid and delivered in accordance with such Section; (cb) a certificate of an authorized officer good standing from the Secretary of State of the State of Delaware, dated not earlier than 10 days prior to the Closing Date, as to the good standing of the Purchaser as to compliance with the conditions set forth in Sections 7.3(a) Delaware and (b) of this Agreement; (dii) a certificate by the Secretary or any Assistant Secretary of the Purchaser, dated the Closing Date, in a form reasonably satisfactory Purchaser as to the partieseffectiveness of the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance hereof by the Purchaser passed in connection herewith and the transactions contemplated hereby; (ec) the Articles of MergerNon-competition Agreement, executed by the Company; and (fd) all other documents required to be entered into or delivered by the Purchaser at or prior to the Closing pursuant hereto.

Purchaser Closing Deliveries. At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Company or the Paying Agent, as applicable, Shareholder the following: (a) the portion of the Merger Consideration to be paid at Closing pursuant to Sections 3.1 and 3.3 of this Agreement paid and delivered in accordance with such Sections; (b) the payments to be paid at Closing pursuant to Section 3.6 of this Agreement paid and delivered in accordance with such Section; (c) a certificate of an authorized officer of the Purchaser as to compliance with the conditions set forth in Sections Section 7.3(a) and Section 7.3(b); (b) of this Agreementthe Closing Payment to be paid at the Closing pursuant to Section 3.3, paid and delivered in accordance with such Section; (dc) a certificate by the Secretary or any Assistant Secretary of the Purchaser, dated the Closing Date, in a form reasonably satisfactory as to the parties; (ei) the Articles good standing of Mergerthe Purchaser in its jurisdiction of incorporation and (ii) the effectiveness of the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance hereof by the Purchaser passed in connection herewith and the transactions contemplated hereby; and (fd) all other documents required to be entered into or delivered by the Purchaser at pursuant hereto or prior reasonably requested by the Shareholder to otherwise consummate the Closing pursuant heretotransactions contemplated hereby.

Purchaser Closing Deliveries. At On the Closing, the Purchaser shall deliverhave delivered, or cause caused to be delivered, to the Company or the Paying Agent, as applicable, Member Representative the following: (a) the portion of the Merger Consideration Closing Payment to be paid at Closing pursuant to Sections 3.1 and 3.3 of this Agreement paid and delivered in accordance with such Sections; (b) the payments to be paid disbursed at Closing pursuant to Section 3.6 of this Agreement 3.4, paid and delivered in accordance with such Section; (cb) a certificate of an authorized officer of the Purchaser as to compliance with the conditions set forth in Sections 7.3(a) and (b) of this Agreement; (d) a certificate duly executed by the Secretary or any Assistant Secretary of the Purchaser, dated the Closing Date, as to (i) the good standing of the Purchaser in a form reasonably satisfactory to its jurisdiction of incorporation and (ii) the partieseffectiveness of the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance hereof by the Purchaser passed in connection herewith and the Transactions; (ec) the Articles of MergerEscrow Agreement, duly executed by the Purchaser and the Escrow Agent; (d) evidence that the binder agreement with respect to the R&W Insurance Policy is in full force and effect; and (fe) all other documents required to be entered into or delivered by the Purchaser at or prior to the Closing pursuant hereto.. 53