Delivery by Seller At the Closing, Seller will deliver to Buyer certificates representing the JET Shares, duly endorsed for transfer.
Delivery by Buyer At the Closing, Buyer shall deliver to Seller a certificate representing the EYEQ Shares.
Deliveries by Buyer Prior to or on the Closing Date, Buyer shall deliver to Seller the following, in form and substance reasonably satisfactory to Seller and its counsel:
Deliveries by Purchaser At the Closing, Purchaser will deliver or cause to be delivered to Sellers the following:
Deliveries by Sellers At or prior to the Closing, Sellers shall deliver or cause to be delivered to Buyer: (a) a Membership Interest Assignment, in the form attached hereto as Exhibit A, duly executed by each Seller (collectively, the “Membership Interest Assignments”), for the transfer of the Purchased Interests on the books of the Company; (b) constructive possession of all originals and copies of agreements, instruments, documents, deeds, books, records, files and other data and information within the possession of the Seller Parties or any of their Affiliates pertaining to the Company (collectively, the “Records”), provided that the Seller Parties may retain (i) copies of any Tax Returns and copies of Records relating thereto, (ii) copies of any Records that the Seller Parties are reasonably likely to need for complying with Legal Requirements, and (iii) copies of any Records that in the reasonable opinion of the Seller Parties will be required in connection with the performance of Seller Parties’ obligations under Article VI; (c) customary payoff letters from all holders of Closing Date Debt (which letters shall contain payoff amounts, per diems, wire transfer instructions and an agreement to deliver, upon full payment, UCC-3 termination statements, and other appropriate releases) (“Payoff Letters”) and evidence of release of all Liens; (d) for the Company and each Seller, a certificate of the appropriate public official, dated not more than ten (10) Business Days prior to the Closing Date, to the effect that such Person is a validly existing limited liability company or corporation (as applicable) in good standing in the applicable State of formation and each other State where such Person is qualified to do business; (e) for the Company and each Seller, a certificate from the Secretary of such Person attaching true, correct, and complete copies of (i) its certificate of formation (or comparable document) or certificate of incorporation (as applicable) as of the Closing Date, certified by the Secretary of State of the State of formation of such Person, (ii) its limited liability company agreement or bylaws (as applicable) of such Person as of the Closing Date, and (iii) resolutions authorizing the Transactions adopted by such Person’s (A) board of directors or manager(s) (as applicable), and (B) member(s) or shareholder(s) (as applicable), in each case as were amended, supplemented, or otherwise modified, renewed, or replaced prior to the Closing Date; (f) certifications from each Seller in form and substance reasonably satisfactory to Buyer that no withholding is required under Sections 1445 or 1446 of the Code and the Treasury Regulations promulgated thereunder or a properly executed Form W-9; (g) the third party consents set forth on Schedule 3.4; (h) the Seller Representative Closing Certificate; (i) evidence reasonably satisfactory to Buyer and its counsel that the Sellers purchased an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage to provide directors, managers and officers of the Company prior to the Closing with coverage for a period of up to six (6) years after the Closing Date (the “D&O Tail”); and (j) such other documents and instruments as may be reasonably required by Sellers to consummate the Transactions.