Common use of Contributor Deliveries Clause in Contracts

Contributor Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Contributor shall deliver, or cause to be delivered, to the Partnership: (a) the Organizational Documents of Kemmerer which shall be in a form reasonably acceptable to the Partnership; (b) the Membership Interests, by delivering a written instrument of assignment and evidence of the transfer thereof, free and clear of any Liens; (c) a certificate duly executed by the Secretary or an Assistant Secretary of Contributor, dated as of the Closing Date, in customary form, attesting to (i) the Organizational Documents of Contributor and (ii) the resolutions of the board of directors or similar governing body of Contributor authorizing the execution and delivery of the Transaction Documents to which Contributor is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate duly executed by an executive officer of Contributor, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Sections 6.2(a), 6.2(b) and 6.2(c) have been satisfied in all respects; (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Contributor; (f) a certificate, duly executed and acknowledged by an executive officer of Contributor, dated as of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Contributor is not a “foreign person” within the meaning of Section 1445 of the Code; and (g) such other documents or instruments as the Partnership reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement, including, without limitation, all financing statement terminations and other documentation reasonably requested by the Partnership to evidence the release of the Permitted Liens described in Section 6.2 (e).

Contributor Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Contributor shall deliver, or cause to be delivered, to the Partnership: (a) evidence reasonably satisfactory to the Partnership that the Assets have been transferred to WKFCH by the Assets Deed(s); (b) the Organizational Documents of Kemmerer WKFCH which shall be in a form reasonably acceptable to the Partnership; (bc) the Membership WKFCH Interests, by delivering a written instrument of assignment and evidence of the transfer thereof, free and clear of any Liens; (cd) a counterpart to the Purchase Agreement duly executed by ▇▇▇▇▇▇▇▇▇▇▇▇ Coal Company; (e) a counterpart to the Coal Mining Lease duly executed by Contributor; (f) a certificate duly executed by the Secretary or an Assistant Secretary of Contributor, dated as of the Closing Date, in customary form, attesting to (i) the Organizational Documents of Contributor and (ii) the resolutions of the board of directors or similar governing body of Contributor authorizing the execution and delivery of the Transaction Documents to which Contributor is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (dg) a certificate duly executed by an executive officer of Contributor, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Sections 6.2(a), 6.2(b) and 6.2(c) have been satisfied in all respects; (eh) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Contributor; (fi) a certificate, duly executed and acknowledged by an executive officer of Contributor, dated as of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Contributor is not a “foreign person” within the meaning of Section 1445 of the Code; and (gj) Contributor shall have delivered to the Partnership such other documents or instruments as the Partnership reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement, including, without limitation, all financing statement terminations and other documentation reasonably requested by the Partnership to evidence the release of the Permitted Liens described in Section 6.2 (e).

Contributor Deliveries. At The obligations of the Closing, Company to effect the Closing are subject to the terms and conditions satisfaction or waiver of this Agreement, Contributor shall deliver, or cause to be delivered, to the Partnershipfollowing conditions: (a) The representations and warranties made by the Organizational Documents of Kemmerer which Contributor pursuant to Article II above shall be true and correct in a form reasonably acceptable to the Partnership; (b) the Membership Interests, by delivering a written instrument of assignment and evidence of the transfer thereof, free and clear of any Liens; (c) a certificate duly executed by the Secretary or an Assistant Secretary of Contributor, dated all respects as of the Closing Date. (b) The Contributor shall have complied with, and performed, in customary formall material respects, attesting all of its agreements and covenants under this Agreement required to be complied with or performed by it at or prior to the Closing. (c) The Contributor shall have delivered the following to the Company: (i) the a certificate of an officer of Contributor, certifying (A) that attached thereto are true and correct copies of Contributor’s Organizational Documents of Contributor Documents, and (ii) any amendments thereto, and the resolutions duly adopted by Contributor’s manager and member, authorizing Contributor’s execution, delivery and performance of the board of directors or similar governing body of Contributor authorizing the execution and delivery of the Agreement, Transaction Documents and the other ancillary documents to which Contributor is a party party, and (B) the names, titles and signatures of all of Contributor’s officers who sign documents on behalf of Contributor in connection with this Agreement and the consummation other transactions documents to which Contributor is a party, certifying the authority of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Datepersons to do so; (dii) a joinder to the LLC Agreement, executed by the Contributor, whereby, among other things the Contributor joins the Company as a member, and includes such other changes as shall be mutually satisfactory to the Contributor and the existing members of the Company (the “Joinder”); (iii) properly completed and executed IRS Form W-9 for the Contributor; (iv) Subscription agreement(s) (the form and substance of which subscription agreement shall be reasonably satisfactory to the Company and the Contributor) for the Contributor, in each case executed by the Contributor whereby the Contributor subscribes for the Contributor Units in the Company; (v) a certificate duly executed by an executive officer of Contributor, dated as of good standing for Ceres issued not earlier than five (5) Business Days before the Closing Date, in customary form, to the effect that each of the conditions specified in Sections 6.2(a), 6.2(b) and 6.2(c) have been satisfied in all respects; (e) a certificate dated as of a recent date of Date by the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of ContributorDelaware; (fvi) a certificate, duly executed side letter, in form and acknowledged by an executive officer of substance reasonably satisfactory to the Company and the Contributor, dated as of which sets out certain rights, commitments and obligations which are intended to survive the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2Date (the “Side Letter”), certifying ; (vii) documentation reasonably satisfactory to the Company that Contributor is not a “foreign person” within terminates the meaning of Section 1445 of the CodePIAs; (viii) an amended and restated operating agreement for Ceres; and (gix) such other documents or instruments and instruments, if any, as the Partnership Company may reasonably requests and are reasonably necessary request in order to consummate effectuate the transactions contemplated by that are the subject of this Agreement, including, without limitation, all financing statement terminations Agreement in a form and other documentation reasonably requested by the Partnership to evidence the release of the Permitted Liens described in Section 6.2 (e)substance as are commercially reasonable.

Contributor Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Contributor The Contributors shall deliver, or cause the Company to be delivereddeliver, to the PartnershipParent, at or prior to Closing: (ai) the Organizational Documents shareholders’, bondholders’ and warrantholders’ registers of Kemmerer the Company which shall be have been updated, to evidence in a form reasonably acceptable particular (A) the Convertible Debt Conversion and (B) the transfer of the Company Shares to the PartnershipParent; (bii) the Membership Interests, by delivering a written instrument of assignment shareholders’ meeting register (registre des assemblées) and evidence the Company Board and other corporate bodies meeting registers (registre des decisions du Président and registre des déliberations et registre de présence au conseil d’administration) of the transfer thereof, free and clear of any LiensCompany; (ciii) a certificate duly executed by certified copy of the Secretary or an Assistant Secretary minutes of Contributorthe shareholders’ meeting held to proceed with the approval of the Company’s 2015 annual accounts; (iv) a certificate, dated as of the Closing Date, in customary form, attesting to (i) the Organizational Documents of Contributor and (ii) the resolutions executed on behalf of the board of directors or similar governing body of Contributor authorizing the execution and delivery Company by a duly authorized officer of the Transaction Documents to which Contributor is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate duly executed by an executive officer of Contributor, dated as of the Closing Date, in customary formCompany, to the effect that each of the conditions specified set forth in Sections 6.2(a), 6.2(bSection 7.3(a) and 6.2(cSection 7.3(c) have has been satisfied in all respectssatisfied; (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Contributor; (fv) a certificate, dated as of the Closing Date and executed by each of the Contributors, to the effect that each of the conditions set forth in Section 7.3(b) and Section 7.3(d) has been satisfied; (vi) the resignation of ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and Bpifrance Investissements (represented by Chahra Louafi) as directors of the Company and each of its applicable Subsidiaries, and Inserm Transfert Initiative as observer (censeur) of the Company, effective as of, and contingent upon, the Closing, including a resignation letter to be provided by each director or observer (censeur) who resigns together with a confirmation that all remunerations that were due to such director or observer (censeur) by the Company or such Subsidiary have been duly paid to date and that such director or observer (censeur) does not have any claim or right of any nature (whether past, present or future) whatsoever against the Company or such Subsidiary in connection with their functions; (vii) a certificate indicating that the Company is not in bankruptcy or any form of receivership (certificate de non faillite) from the Paris Trade and Companies register, dated within three Business Days prior to the Closing Date, certifying that the Company is not in bankruptcy or any form of receivership; (viii) evidence of the termination of the Company Shareholder Agreements and all contractual undertakings contained therein or arising therefrom; (ix) evidence that the Company has effected the Convertible Debt Conversion; (x) the duly completed and executed IRS Form W-8BEN, W-8BEN-E or W-9, as applicable, and if applicable, a consent duly executed by the spouse of such Contributor agreeing to the contribution to Parent of such Contributor’s Company Shares; (xi) the completed Spreadsheet and acknowledged a certificate executed by an executive authorized officer of Contributorthe Company, dated as of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Contributor is not a “foreign person” within the meaning of Section 1445 on behalf of the CodeCompany that the Spreadsheet is true, correct and complete; (xii) evidence of the Company’s receipt of all Consents, waivers and approvals listed on Schedule C attached hereto; (xiii) the Investor Rights Agreement, duly executed by each Contributor; (xiv) the Release, duly executed by each Contributor; and (gxv) such all other documents or documents, instruments as the Partnership reasonably requests and are reasonably necessary to consummate the transactions contemplated certificates specifically required by this Agreement, including, without limitation, all financing statement terminations and other documentation reasonably requested Agreement to be delivered by the Partnership Contributors and the Company at or prior to evidence the release of the Permitted Liens described in Section 6.2 (e)Closing.