Common use of Seller Closing Deliverables Clause in Contracts

Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following: (a) An assignment of the Membership Interests to Buyer in the form of Exhibit B attached hereto (the “Assignment”), duly executed by Seller; (b) A duly executed certificate of the secretary (or other officer) of Seller certifying (i) that attached thereto are true and complete copies of all resolutions of the board of directors and shareholders of Seller authorizing the execution, delivery, and performance of this Agreement and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which Seller is a party and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect, (ii) the names, titles, and signatures of the officers or representatives of Seller authorized to sign this Agreement and the other Transaction Documents to which it is a party, and (iii) that attached thereto are true and complete copies of the governing documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect; (c) Resignations, in form and substance satisfactory to Buyer, duly executed by any managers, officers, or other persons serving as a managerial official of the Company, effective as of the Closing Date; (d) An copy of the TOYO Solar LLC Amended and Restated Limited Liability Company Agreement, in the form of Exhibit C attached hereto (the “TOYO Solar LLC A&R LLCA”), duly executed by Seller; (e) A certificate of fact for the Company from the Texas Secretary of State, a verification from the Texas Comptroller of Public Accounts that the Company is in good standing with all franchise tax requirements and its right to transact business in Texas is active, and a certificate of good standing (or its equivalent) for the Company certified by the Secretary of State or similar Governmental Authority of each state where the Company is required to be qualified, registered, or authorized to do business. For purposes of this Agreement, “Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction;

Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the followingBuyer: (ai) An assignment a stock power or other instruments of transfer duly executed by ▇▇▇▇▇▇; (ii) all corporate records of the Membership Interests Company, including without limitation all stock records, shareholders records, minute books, and recording of proceedings of the Company; (iii) a certificate executed by the Company’s secretary (or equivalent officer), dated as of the Closing Date, including (1) a copy of resolutions of the board of directors of Seller authorizing the execution, delivery and performance of this Agreement, the Ancillary Documents, and the transactions contemplated hereby and thereby, as certified as being current and complete, (2) a copy of the Company’s certificate of incorporation, as amended, as in effect as of the Closing, and (3) a copy of the Company’s bylaws in effect as of the Closing, as certified as being current and complete; (iv) a good standing certificate issued by (1) the Secretary of State of the State of Delaware, and (2) the Maryland State Department of Assessments and Taxation, each dated no more than fifteen (15) days before the Closing; (v) the Net Working Capital Certificate executed by the Seller; (vi) resignations, effective as of the Closing, of those officers of the Company as requested by ▇▇▇▇▇; (vii) evidence of the termination of: (1) all Affiliate transactions of the Company, and (2) all transactions requested by Buyer prior to Closing, each of (1) and (2) in full without any consideration or further liability to the Company and in a form and substance reasonably acceptable to Buyer; (viii) the Rollover Agreement, duly executed by ▇▇▇▇▇▇; (ix) reasonably suitable documentation for the control of all bank and other financial accounts of the Company, as prescribed by ▇▇▇▇▇; (x) an employment agreement between Buyer and each Business Employee, upon terms and conditions reasonably satisfactory to the parties thereto; (xi) a Transition Services Agreement between Seller and Buyer (or an Affiliate of Buyer), substantially in the form of attached as Exhibit B attached hereto E (the “AssignmentTransition Services Agreement”), duly executed by Seller;; and (bxii) A duly executed certificate of the secretary (or such other officer) of Seller certifying (i) that attached thereto are true documents and complete copies of all resolutions of the board of directors and shareholders of Seller authorizing the execution, delivery, and performance of this Agreement and the other agreements, instruments, and documents required agreements to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which Seller is a party and the consummation of effectuate the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect, (ii) the names, titles, and signatures of the officers or representatives of Seller authorized to sign by this Agreement and the other Transaction Documents to which it is a party, and (iii) that attached thereto are true and complete copies of the governing documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect; (c) Resignations, in form and substance satisfactory to Buyer, duly executed by any managers, officers, or other persons serving as a managerial official of the Company, effective as of the Closing Date; (d) An copy of the TOYO Solar LLC Amended and Restated Limited Liability Company Agreement, in the form of Exhibit C attached hereto (the “TOYO Solar LLC A&R LLCA”), duly executed by Seller; (e) A certificate of fact for the Company from the Texas Secretary of State, a verification from the Texas Comptroller of Public Accounts that the Company is in good standing with all franchise tax requirements and its right to transact business in Texas is active, and a certificate of good standing (or its equivalent) for the Company certified by the Secretary of State or similar Governmental Authority of each state where the Company is required to be qualified, registered, or authorized to do business. For purposes of this Agreement, “Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction;Buyer may reasonably request.

Seller Closing Deliverables. At the ClosingConcurrently with this Agreement, Seller shall deliver to Buyer the followingPurchaser: (a) An assignment a ▇▇▇▇ of Sale evidencing conveyance from Seller to Purchaser of the Membership Interests to Buyer tangible personal property included in the Assets, in the form of attached as Exhibit B attached hereto (the “Assignment”)C hereto, duly executed by Seller; (b) A an Assignment and Assumption Agreement effecting the assignment to and assumption by Purchaser of the Assigned Contracts, in the form attached as Exhibit E hereto, duly executed certificate of the secretary (or other officer) of Seller certifying (i) that attached thereto are true and complete copies of all resolutions of the board of directors and shareholders of Seller authorizing the execution, delivery, and performance of this Agreement and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which Seller is a party and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect, (ii) the names, titles, and signatures of the officers or representatives of Seller authorized to sign this Agreement and the other Transaction Documents to which it is a party, and (iii) that attached thereto are true and complete copies of the governing documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effectby Seller; (c) Resignationsassignments transferring to Purchaser all of Seller’s right, title and interest in and to the Intellectual Property Assets, in the forms attached as Exhibit F, duly executed by Seller; (d) any and all other documents necessary or desirable for the transfer to Purchaser and proper recordation of ownership of the Assets, in form and substance satisfactory to BuyerPurchaser, each as duly executed by Seller; (e) consulting agreements, duly executed by any managers, officers, or other persons serving as a managerial official each of the CompanyKey Individuals, effective as of the Closing Date; (df) An copy an acknowledgment, waiver and release, as executed by: (i) each Member and holder of the TOYO Solar LLC Amended and Restated Limited Liability Company Agreementany convertible securities listed on Schedule 5.2(f)(i), in the form of attached as Exhibit C attached hereto (the “TOYO Solar LLC A&R LLCA”), duly executed by SellerD hereto; (eii) A certificate the Persons identified on Schedule 5.2(f)(ii) confirming that, upon payment of fact no more than the amount specified next to such Person’s name on Schedule 5.2(f)(ii), no amounts will be due or owing to such Person by the Seller, and related releases of claims by such Persons, in each case, in a form satisfactory to Purchaser; (g) evidence satisfactory to Purchaser of the release by any Person who held a security interest in the Assets of all Encumbrances on the Assets; (h) duly executed consents, in form and substance satisfactory to Purchaser, of all Governmental Entities and other Persons that are required (i) for the Company from consummation of the Texas Secretary transactions contemplated by this Agreement or (ii) in order to prevent a breach of, or a default under or a termination of State, a verification from the Texas Comptroller of Public Accounts that the Company is in good standing with all franchise tax requirements and its right to transact business in Texas is active, and any Assigned Contract; (i) a certificate of good standing (or its equivalent) for the Company certified by the Secretary of State or similar Governmental Authority of the state of Delaware, dated as of a recent date, as to the due formation and good standing of the Seller and listing all documents of the Seller on file with said Secretary; (j) a certificate of the Secretary of the Seller, dated as of the Closing Date and certifying on behalf of Seller: (A) that attached thereto is a true, correct and complete copy of each state where of the Company is required to be qualifiedorganizational documents of Seller, registered, or authorized to do business. For purposes of this Agreement, “Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality as in effect on the date of such government or political subdivisioncertification; and (B) that attached thereto is a true, or any arbitratorcorrect and complete copy of all resolutions adopted by the Seller’s managers and Members authorizing the execution, courtdelivery and performance of the sale, or tribunal transfer and delivery of competent jurisdictionthe Assets, this Agreement and the transactions contemplated hereby and that all such resolutions are still in full force and effect; (k) the letter from Merck acknowledging the assignment by Seller to Purchaser of the Merck License Agreement; and (l) such other Closing documents as Purchaser may reasonably require.

Seller Closing Deliverables. At or prior to the Closing, Seller Sellers shall deliver have delivered or caused to be delivered to Buyer the following: (a) An assignment all consents and approvals, in a form satisfactory to Buyer, set forth on Schedule 5.1(a); (b) a certificate from each Seller, dated as of the Membership Interests Closing Date, duly executed by an officer of such Seller, certifying as to Buyer (i) the resolutions approved by the board of directors of such Seller authorizing the execution, delivery and performance by such Seller of this Agreement and each other Acquisition Agreement to which it is party and the consummation of the transactions contemplated by this Agreement and each of the other Acquisition Agreements to which it is party and (ii) the names and signatures of the officers of such Seller authorized to execute this Agreement and the other Acquisition Agreements and the other documents to be delivered by such Seller under this Agreement and the other Acquisition Agreements; (c) a certificate of good standing of each Seller, issued as of a date not more than five (5) Business Days prior to the Closing Date by the Secretary of State of the State of Delaware; (d) a duly executed IRS Form W-9 with respect to each Seller; (e) evidence of the termination, as of the Closing, of all Liens, except Permitted Liens, on the Purchased Assets, each in form and substance reasonably satisfactory to Buyer; (f) an executed pay-off letter and UCC-3 termination statements and other Lien terminations or releases, each in form and substance reasonably satisfactory to Buyer, from the Sellers’ lender under its outstanding senior secured notes, evidencing satisfaction in full of all such Indebtedness and the termination or release of all Liens on the Purchased Assets related to such Indebtedness (the “Payoff Letters”); (g) certificates of title (or similar documents) with respect to any vehicles or other equipment included in the Purchased Assets for which a certificate of title is required in order to transfer title; (h) a flash drive with a copy of all documents and other materials contained in the Data Room as it existed at 11:59 p.m. Eastern Time on the day that is one (1) Business Day immediately prior to the Closing Date; (i) an assignment and assumption agreement, in the form attached hereto as Exhibit A (the “Assignment and Assumption Agreement”), duly executed by the applicable Sellers; (j) a bill of sale, in the form of Exhibit B attached hereto (the “AssignmentBill of Sale”), duly executed by Seller▇▇▇▇▇▇▇; (b) A duly executed certificate of the secretary (or other officer) of Seller certifying (i) that attached thereto are true and complete copies of all resolutions of the board of directors and shareholders of Seller authorizing the execution, delivery, and performance of this Agreement and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which Seller is a party and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect, (iik) the names, titles, production and signatures of the officers or representatives of Seller authorized to sign this Agreement and the other Transaction Documents to which it is a party, and (iii) that attached thereto are true and complete copies of the governing documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect; (c) Resignations, in form and substance satisfactory to Buyer, duly executed by any managers, officers, or other persons serving as a managerial official of the Company, effective as of the Closing Date; (d) An copy of the TOYO Solar LLC Amended and Restated Limited Liability Company Agreementfulfillment agreement, in the form of attached hereto as Exhibit C attached hereto (the “TOYO Solar LLC A&R LLCAProduction and Fulfillment Agreement”), duly executed by the applicable Seller; (el) A certificate of fact the transition services agreement, in the form attached hereto as Exhibit D (the “TSA”), duly executed by ▇▇▇▇▇▇▇; (m) the intellectual property license agreement, in the form attached hereto as Exhibit E (the “Retail License Agreement”), duly executed by the applicable Seller; (n) the technology license agreement, in the form attached hereto as Exhibit F (the “Technology License Agreement”), duly executed by the applicable Seller; (o) the Warrant Agreement, duly executed by Blue Apron Holdings; (p) a registration rights agreement, in the form attached hereto as Exhibit H (the “Registration Rights Agreement”), duly executed by Blue Apron Holdings; (q) a sublease agreement for the Company from Linden Facility, in the Texas Secretary of Stateform attached hereto as Exhibit I (the “Linden Sublease”), duly executed by Blue Apron; (r) a verification from the Texas Comptroller of Public Accounts that the Company is in good standing with all franchise tax requirements and its right to transact business in Texas is active, and a certificate of good standing (or its equivalent) sublease agreement for the Company certified Richmond Facility, in the form attached hereto as Exhibit J (the “Richmond Sublease”), duly executed by Blue Apron; (s) an estoppel certificate duly executed by the Secretary Linden Landlord; (t) an estoppel certificate duly executed by the Richmond Landlord; and (u) such other instruments of State or similar Governmental Authority sale, transfer, conveyance and assignment as Buyer reasonably request for the purpose of each state where consummating the Company is required to be qualified, registered, or authorized to do business. For purposes purchase and sale of this Agreement, “Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality the Purchased Assets and the assumption of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction;the Assumed Liabilities.

Seller Closing Deliverables. At the Closing, the Seller shall and shall direct the Company to deliver or cause to Buyer be delivered to the followingPurchaser: (a) An assignment copies of the Membership Interests to Buyer in the form of Exhibit B attached hereto (the “Assignment”), duly executed by Seller; (b) A duly executed certificate of the secretary (or other officer) of Seller certifying (i) that attached thereto are true and complete copies of all adopted board resolutions of the board of directors Seller approving the transactions contemplated hereby and shareholders of Seller authorizing the execution, delivery, and performance of this Agreement and the any other agreements, instruments, and relevant documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which Seller is a party and necessary for the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect, (ii) accordance with the names, titles, and signatures existing Charter Documents of the officers or representatives of Seller authorized to sign this Agreement and the other Transaction Documents to which it is Seller; (b) a party, and (iii) that attached thereto are true and complete copies copy of the governing duly adopted board resolutions of the Company approving, amongst others, the transactions contemplated hereby and any other relevant documents required for the consummation of the transactions contemplated hereby in accordance with the existing Charter Documents of the company, the appointment of the Purchaser’s nominees as director(s) of the Company, including any amendments or restatements thereofthe resignation of ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and that such governing documents are in full force ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as directors of the Company, instructing the registered office provider of the Company to update the register of members of the Company to reflect the transfer of the Company Shares to the Purchaser and effectthe register of directors of the Company to reflect the new composition the board of directors at Closing; (c) Resignations, a signed instrument of transfer in form and substance satisfactory to Buyer, duly executed by respect of the transfer of the Company Shares in favour of the Purchaser; (d) the original share certificate(s) for the Company Shares (or an indemnity for any managers, officers, or other persons serving as lost share certificate(s)); (e) a managerial official copy of the register of members of the Company, effective dated as of the Closing Date and duly certified by a director of the Company or the registered share registrar of the Company, evidencing that the Purchaser is the record owner of the Company Shares as of the Closing Date; (df) An copy a signed letter of the TOYO Solar LLC Amended resignation from each of ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and Restated Limited Liability Company Agreement▇▇▇▇▇▇ ▇▇▇▇▇▇▇ resigning at Closing, in the form as a director of Exhibit C attached hereto (the “TOYO Solar LLC A&R LLCA”)each Target, duly executed by Selleras applicable; (eg) A certificate of fact for the Company from the Texas Secretary of State, a verification from the Texas Comptroller of Public Accounts that the Company is in good standing with all franchise tax requirements and its right to transact business in Texas is active, and a certificate of good standing (or its equivalent) for of the Company certified dated no earlier than 7 Business Days before the Closing Date; (h) a copy of the Original SPA Termination Agreement, executed by the Secretary Seller; (i) a copy of State or similar Governmental Authority of each state where the Company is required Amendment to be qualified, registered, or authorized to do business. For purposes of this the JVIA Termination Agreement, “Governmental Authority” means any federalexecuted by the Seller; (j) a copy of the Transition Services Agreement, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality executed by each of such government or political subdivision, or any arbitrator, court, or tribunal the parties thereto (other than the Purchaser); and (k) a signed letter of competent jurisdiction;resignation from ▇▇ ▇▇▇▇▇▇▇▇▇ resigning at Closing as executive director of China OpCo.