Common use of Purchaser Closing Deliveries Clause in Contracts

Purchaser Closing Deliveries. At the Initial Closing and subject thereto, Purchaser shall deliver (or cause to be delivered) the following to the Seller: (i) the Purchase Price payable for the Initial Company Shares (i.e., the Tranche 1 Purchase Price) via wire transfer of immediately available funds to the account(s) of Seller designated by Seller; (ii) documentary evidence showing that the Tranche 1 Purchase Price has been duly transmitted in the account(s) designated by the Seller; (iii) copies of resolutions duly adopted by the Board of Directors of Purchaser adopting, authorizing, and approving this Agreement, the Additional Agreements to which Purchaser is a party and the transactions contemplated hereby and thereby and the Purchaser Proposals; (iv) a certificate, dated as of the Initial Closing Date, signed by the Secretary of Purchaser, enclosing true, correct and complete copies of (i) the Purchaser’s certificate of incorporation, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) the Purchaser’s bylaws; copies of resolutions duly adopted by the Board of Directors of Purchaser authorizing this Agreement, the Additional Agreements to which the Purchaser is a party and the transactions contemplated hereby; (iv) a certificate of good standing of the Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware; (v) a certificate, dated as of the Initial Closing Date, signed by an officer of the Purchaser certifying that (a) the Purchaser has duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with by the Purchaser prior to the Initial Closing Date, (b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Initial Closing Date, (c) since the date of this Agreement, there shall not have occurred any Effect in respect of the Purchaser, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Purchaser which is continuing and uncured; (vi) copies of the Additional Agreements duly executed by P▇▇▇▇▇▇▇▇; (vii) the Change of Name Certificate, duly executed by the Purchaser; (viii) a certificate, dated as of the Initial Closing Date, signed by an officer of the Company enclosing a copy of the (a) forms filed by each entity forming part of the Company Group with the jurisdictional Registrar of Companies for effecting the Change of Name Resolution.

Purchaser Closing Deliveries. At the Initial Closing and subject thereto, Purchaser shall deliver (or cause to be delivered) to Escrow Agent each of the following at or prior to the SellerClosing: 5.3.1 The full Purchase Price (iless the Deposit, if in the form of a Cash Deposit), plus or minus (as applicable) the Purchase Price payable adjustments or prorations required by this Agreement; 5.3.2 A countersigned counterpart of each Assignment and Assumption of Leases; 5.3.3 A countersigned counterpart of each General Assignment and Assumption; 5.3.4 The Closing Certificate executed by Purchaser; 5.3.5 Purchaser’s counterpart signature to the Closing Statement; 5.3.6 With respect to each Property, any applicable Transfer Tax Forms, and with respect to each Property other than the Regency Property, an Affidavit of Consideration for Use by Buyer (Form RTF-1EE), in each case executed by Purchaser (if applicable); 5.3.7 Purchaser shall join with each Seller to execute a notice in form and content reasonably satisfactory to Purchaser and such Seller which Purchaser shall send to each tenant under each of the Initial Company Shares (i.e.Leases informing such tenant of the sale of the applicable Apartment Complex and of the assignment to Purchaser of such Seller’s interest in, and obligations under, the Tranche 1 Purchase PriceLeases (including, if applicable any security deposits) via wire transfer and directing that all rent and other sums payable after the Closing under each such Lease shall be paid as set forth in the notice; 5.3.8 With respect to each Property (other than the Regency Property), a completed Certificate of immediately available funds Registration (Form BHI 4) identifying Purchaser as the new owner of such Property pursuant to the account(sNew Jersey Hotel and Multiple Dwelling Law N.J.S.A. 55: 13A-1 et seq., which shall be promptly filed following the Closing (no more than 20 days following the Closing Date) with the New Jersey Department of Seller designated by SellerCommunity Affairs, Division of Codes and Standards, Bureau of Housing Inspection; (ii) documentary evidence showing that the Tranche 1 Purchase Price has been duly transmitted in the account(s) designated by the Seller; (iii) copies of resolutions duly adopted by the Board of Directors of Purchaser adopting5.3.9 Resolutions, authorizing, and approving this Agreement, the Additional Agreements to which Purchaser is a party and the transactions contemplated hereby and thereby and the Purchaser Proposals; (iv) a certificate, dated as of the Initial Closing Date, signed by the Secretary of Purchaser, enclosing true, correct and complete copies of (i) the Purchaser’s certificate of incorporation, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) the Purchaser’s bylaws; copies of resolutions duly adopted by the Board of Directors of Purchaser authorizing this Agreement, the Additional Agreements to which the Purchaser is a party and the transactions contemplated hereby; (iv) a certificate certificates of good standing of and such other organizational documents as the Title Company may reasonably require to evidence Purchaser, certified as of a recent date by ’s authority to consummate the Secretary of State of the State of DelawareTransactions; (v) a certificate5.3.10 All documents, dated as of instruments, guaranties and other items or funds required by each Assumption Loan Lender to effect the Initial Closing DateLoan Assumption and Release; and 5.3.11 If any such documents require Purchaser’s counterpart signatures, signed by an officer of the Purchaser certifying that (a) the Purchaser has duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with by the Purchaser prior Purchaser’s counterpart signatures to the Initial Closing Date, (b) the representations and warranties of the Purchaser contained documents described in this Agreement shall be true and correct as of the date of this Agreement and as of the Initial Closing Date, (c) since the date of this Agreement, there shall not have occurred any Effect in respect of the Purchaser, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Purchaser which is continuing and uncured; (vi) copies of the Additional Agreements duly executed by P▇▇▇▇▇▇▇▇; (vii) the Change of Name Certificate, duly executed by the Purchaser; (viii) a certificate, dated as of the Initial Closing Date, signed by an officer of the Company enclosing a copy of the (a) forms filed by each entity forming part of the Company Group with the jurisdictional Registrar of Companies for effecting the Change of Name ResolutionSection 5.2.13.

Purchaser Closing Deliveries. At Subject to the Initial Closing and subject theretoconditions set forth in this Agreement, at the Closing, Purchaser shall deliver (deliver, or cause to be delivered) , each of the following to the Sellerfollowing: (i) to Sellers, the Purchase Price payable for the Initial Company Shares (i.e.Price, minus, the Tranche 1 Purchase Price) via wire transfer of immediately available funds to the account(s) of Seller designated by SellerNote Amount, in accordance with Section 2.2(b); (ii) documentary evidence showing that to each holder of Repaid Indebtedness, the Tranche 1 Purchase Price has been duly transmitted Repaid Indebtedness in the account(s) designated by the Selleraccordance with Section 2.2(c); (iii) copies of resolutions duly adopted by the Board of Directors of Purchaser adopting, authorizing, and approving this Agreementto each Person to whom Company Transaction Expenses are owed, the Additional Agreements Company Transaction Expenses payable to which Purchaser is a party and the transactions contemplated hereby and thereby and the Purchaser Proposalssuch Person in accordance with Section 2.2(d); (iv) to Seller Parent, a certificatecopy of the R&W Insurance Policy, dated duly executed by the parties thereto and effective as of the Initial Closing Date, signed by the Secretary of Purchaser, enclosing true, correct and complete copies of (i) the Purchaser’s certificate of incorporation, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) the Purchaser’s bylaws; copies of resolutions duly adopted by the Board of Directors of Purchaser authorizing this Agreement, the Additional Agreements to which the Purchaser is a party and the transactions contemplated hereby; (iv) a certificate of good standing of the Purchaser, certified as of a recent date by the Secretary of State of the State of DelawareClosing; (v) to Sellers, a certificate, certificate dated as of the Initial Closing Date, signed duly executed by an authorized officer of the Purchaser Purchaser, certifying that (a) the Purchaser has duly performed or complied withthat, in all material respects, all of its obligations hereunder required to be performed or complied with by the Purchaser prior to the Initial Closing Dateknowledge and belief of such officer, (bthe conditions specified in Section 6.1(a), Section 6.1(b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Initial Closing Date, (cSection 6.1(c) since the date of this Agreement, there shall not have occurred any Effect in respect of the Purchaser, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Purchaser which is continuing and uncuredbeen fulfilled; (vi) copies of the Additional Agreements intellectual property assignment agreements in the form set forth as Exhibit B (the “US Intellectual Property Assignment Agreements”), duly executed by P▇▇▇▇▇▇▇▇Purchaser (or its designated Affiliate); (vii) the Change of Name CertificateMexican intellectual property assignment agreement in the form set forth as Exhibit C (the “Mexican Intellectual Property Assignment Agreement”), duly executed by Harsco Mexico (or its designated Affiliate), which shall be held in escrow and released automatically when the Purchaserpayment required by Section 2.3(b) is made to Sellers; (viii) an assignment and assumption agreement, duly executed by Purchaser, in the form set forth as Exhibit D, with respect to the Assumed Liabilities (the “Assignment and Assumption Agreement”); (ix) a certificateMexican stock purchase and sale agreement in the form set forth as Exhibit E-1 (the “Mexican Sale Agreement”), dated duly executed by Purchaser and an Affiliate of Purchaser; (x) a transition services agreement, substantially in the form attached as Exhibit G (the “Transition Services Agreement”), duly executed by Purchaser; (xi) the promissory note in the form attached as Exhibit I (the “Seller Note” and the initial principal amount of Forty Million Dollars ($40,000,000), the Initial Closing Date“Seller Note Amount”), signed duly executed by an officer of Purchaser or its Affiliates party thereto; (xii) the Company enclosing a copy of security agreement in the form attached as Exhibit K (athe “Security Agreement”), duly executed by Purchaser, Sidero LLC 2 and the Company; and (xiii) forms filed the guaranty agreement in the form attached as Exhibit L (the “Guaranty Agreement”), duly executed by each entity forming part of Purchaser, Sidero LLC 2 and the Company Group with the jurisdictional Registrar of Companies for effecting the Change of Name ResolutionCompany.

Purchaser Closing Deliveries. At the Initial Closing and subject thereto, Purchaser shall deliver (or cause to be delivered) the following to the Seller: If (i) each condition set forth in Section 10.1.1 is (a) performed or complied with, or (b) waived by the Purchaser, and (ii) this Agreement is not terminated in accordance with Section 11, then the Purchaser shall: 12.3.1 deliver to the Vendors satisfactory evidence that IPA has notified NASDAQ of the issuance of the Equity Consideration at the Closing Date; 12.3.2 deliver to the Vendors certified copies of resolutions of the directors of the Purchaser authorising the transactions described herein and in the Closing Documents; 12.3.3 deliver to the Vendors the officer's certificate referred to in Section 10.2.1 and 10.2.2.1, substantially in the form of Exhibit 12.3.3; 12.3.4 pay the Equity Consideration in conformity with this Agreement (it being understood that the Cash Consideration shall be paid at the Agreement Date in conformity with this Agreement); 12.3.5 sign, or procure the signing on its behalf of, the Purchased Corporations' share registers to accept the transfer of the Purchased Shares; Agreement of Purchase and Sale of Shares /68 12.3.6 deliver to the Vendors satisfactory evidence that the Purchaser has repaid, in the name and on behalf of any relevant Purchased Corporation, any Indebtedness (including short-term Indebtedness) owed at the Closing by the Purchased Corporations to the Vendors or any of their Affiliates (including, for the avoidance of doubt, Idea Consult and K&E). For clarity purpose, the Purchase Price payable for shall be decreased on a euro-for-euro basis with the Initial Company Shares (i.e., amount of the Tranche 1 Purchase Price) via wire transfer Indebtedness paid by Purchaser on the Closing Date in accordance with the closing adjustments provisions of immediately available funds to the account(s) of Seller designated by SellerSection 3.2; 12.3.7 hold, or procure the holding of, a general meeting of shareholders of each Purchased Corporation (or sign written shareholders resolutions) in order to (i) acknowledge the resignation of the directors who resigned, (ii) documentary evidence showing grant (interim) discharge to all directors for the exercise of their mandate during the fiscal years 2021 and 2022 (from the start of the fiscal year until the Closing Date) (provided that no discharge shall have effect in respect of any fraud or wilful deceit of the Tranche 1 Purchase Price has been duly transmitted in actual condition of the account(s) designated by Purchased Corporations and provided further that no such discharge shall prejudice the Seller; Purchaser's rights under this Agreement against the Vendors), and (iii) copies of resolutions duly adopted by to appoint new directors; and 12.3.8 execute the Board of Directors of Purchaser adopting, authorizing, and approving this Agreement, the Additional Agreements to which Purchaser is a party and the transactions contemplated hereby and thereby and the Purchaser Proposals; (iv) a certificate, dated as of the Initial Closing Date, signed by the Secretary of Purchaser, enclosing true, correct and complete copies of (i) the Purchaser’s certificate of incorporation, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) the Purchaser’s bylaws; copies of resolutions duly adopted by the Board of Directors of Purchaser authorizing this Agreement, the Additional Agreements Documents to which the Purchaser is a party and the transactions contemplated hereby; (iv) a certificate of good standing of the Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware; (v) a certificate, dated as of the Initial Closing Date, signed by an officer of the Purchaser certifying that (a) the Purchaser has duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with by the Purchaser prior to the Initial Closing Date, (b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Initial Closing Date, (c) since the date of this Agreement, there shall not have occurred any Effect in respect of the Purchaser, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Purchaser which is continuing and uncured; (vi) copies of the Additional Agreements duly executed by P▇▇▇▇▇▇▇▇; (vii) the Change of Name Certificate, duly executed by the Purchaser; (viii) a certificate, dated as of the Initial Closing Date, signed by an officer of the Company enclosing a copy of the (a) forms filed by each entity forming part of the Company Group with the jurisdictional Registrar of Companies for effecting the Change of Name Resolutionparty.

Purchaser Closing Deliveries. At On or before the Initial Closing and subject theretoClosing, Purchaser shall deliver (have delivered or cause caused to be delivered) delivered the following to the Selleritems: (ia) the Purchase Price payable for the Initial Company Shares (i.e., the Tranche 1 Purchase Price) via By wire transfer of immediately available funds to funds, the account(s) of Seller designated by SellerClosing Payment; (iib) documentary evidence showing that Executed counterpart to the Tranche 1 Purchase Price has been duly transmitted in the account(s) designated by the SellerTSA; (iiic) copies Executed counterpart to the Assignment and Assumption Agreement in the form of resolutions duly adopted by the Board of Directors of Purchaser adoptingExhibit C attached hereto (“Assignment and Assumption Agreement”), authorizing, and approving this Agreement, the Additional Agreements pursuant to which Seller shall assign and Purchaser is a party and shall assume the transactions contemplated hereby and thereby and the Purchaser ProposalsAssumed Liabilities; (ivd) a certificate, Executed counterpart to the Assignment and Assumption of Contracts in the form of Exhibit D attached hereto (“Assignment of Contracts”); (e) Executed counterpart to the Assignment and Assumption of Intellectual Property in the form of Exhibit E attached hereto (“IP Assignment”); (f) Executed counterpart to the Non-Competition and Non-Solicitation Agreement of Seller in the form attached hereto as Exhibit F (the “Seller’s Non-Compete”); (g) Executed counterpart to the Non-Competition and Non-Solicitation Agreement of Executives in the form attached hereto as Exhibit G (“Executives’ Non-Compete”); (h) Executed counterpart to the Lockbox Account Agreement; (i) A certificate from the Secretary of Purchaser dated as of the Initial Closing Date, signed by the Secretary of Purchaser, enclosing true, correct and complete copies of attaching (i) the a certified copy of Purchaser’s certificate of incorporation, certified as of a recent date by the Secretary of State of the State of Delaware; and (ii) the Purchaser’s bylaws; correct and complete copies of all resolutions duly adopted by of the Board board of Directors directors of Purchaser authorizing this Agreement, relating to the Additional Agreements to which the Purchaser is a party and approval of the transactions contemplated hereby; (iv) a certificate of good standing of the Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware;and (vj) a certificate, dated as of Such other documentation reasonably requested by Seller appropriate to complete the Initial Closing Date, signed by an officer of the Purchaser certifying that (a) the Purchaser has duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with by the Purchaser prior to the Initial Closing Date, (b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Initial Closing Date, (c) since the date of this Agreement, there shall not have occurred any Effect in respect of the Purchaser, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Purchaser which is continuing and uncured; (vi) copies of the Additional Agreements duly executed by P▇▇▇▇▇▇▇▇; (vii) the Change of Name Certificate, duly executed by the Purchaser; (viii) a certificate, dated as of the Initial Closing Date, signed by an officer of the Company enclosing a copy of the (a) forms filed by each entity forming part of the Company Group with the jurisdictional Registrar of Companies for effecting the Change of Name Resolutiontransactions contemplated hereby.

Purchaser Closing Deliveries. At or prior to the Initial Closing and subject thereto, Closing: (a) Purchaser shall deliver (or cause to be delivered) the following to the Seller: (i) Seller the Closing Purchase Price payable for the Initial Company Shares (i.e., the Tranche 1 Purchase Price) via by wire transfer of immediately available funds to the account(s) of Seller designated by Seller; (ii) documentary evidence showing that the Tranche 1 Purchase Price has been duly transmitted in the account(s) account or accounts designated by the Seller; (iiib) copies Purchaser shall discharge any Indebtedness included among the Closing Date Debt to the extent taken into account in the calculation of resolutions duly adopted by Closing Purchase Price (if any) to the Board of Directors of Purchaser adopting, authorizing, and approving this Agreement, the Additional Agreements applicable lenders pursuant to which Purchaser is a party and the transactions contemplated hereby and thereby and the Purchaser ProposalsSection 2.5; (ivc) Purchaser shall deliver to the Seller copies of each Transaction Document duly executed by Purchaser; (d) Purchaser shall deliver to the Seller a certificate, dated as of the Initial Closing Date, signed by the Secretary of Purchaser, enclosing true, correct and complete copies of (i) the Purchaser’s certificate of incorporation, certified as of a recent date by the Secretary of State of the State of Delaware; (ii) the Purchaser’s bylaws; copies of resolutions duly adopted by the Board of Directors of Purchaser authorizing this Agreement, the Additional Agreements to which the Purchaser is a party and the transactions contemplated hereby; (iv) a certificate of good standing of the Purchaser, certified as of a recent date by the Secretary of State of the State of Delaware; (v) a certificate, dated as of the Initial Closing Date, signed by an officer of the Purchaser certifying that (a) the Purchaser has duly performed or complied with, in all material respects, all of its obligations hereunder required to be performed or complied with by the Purchaser prior to the Initial Closing Date, (b) the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Initial Closing Date, (c) since the date of this Agreement, there shall not have occurred any Effect in respect of the Purchaser, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Purchaser which is continuing and uncured; (vi) copies of the Additional Agreements duly executed by P▇▇▇▇▇▇▇▇; (vii) the Change of Name Certificate, duly executed by the Secretary, Assistant Secretary or any other executive officer of Purchaser certifying, among other things, that attached or appended to such certificate: (A) is a true and correct copy of the Purchaser’s organizational documents, and all amendments thereto; and (B) is a true copy of all corporate actions taken by it, including resolutions of its board of directors authorizing the consummation of the Acquisition and the execution, delivery and performance of this Agreement and each of the Transaction Documents to be delivered by Purchaser pursuant hereto; (viiie) a certificate, dated as Purchaser shall pay 50% of the Initial Closing Date, signed by premium for an officer owner’s policy of title insurance with respect to the Owned Real Property and 100% of the Company enclosing a copy extended portion of the title insurance premium endorsements (aif any); (f) forms filed Purchaser shall pay to the Title Company the Title Company’s fees resulting from the transactions contemplated by each entity forming part of this Agreement; (g) Purchaser shall deliver such closing statements, affidavits and other documents reasonably necessary or required by the Title Company Group with from Purchaser to evidence or consummate the jurisdictional Registrar of Companies for effecting transactions contemplated by this Agreement; and (h) Purchaser shall deliver to the Change of Name ResolutionSeller such other documents as are required to be delivered by the Purchaser to Seller pursuant to this Agreement.