To Sellers. The Buyer's Estimate submitted to the Sellers shall be accompanied by (a) a statement setting forth in reasonable detail the calculation of the estimated Current Assets and Liabilities as of the Determination Date, and (b) a certificate signed by an officer of the Buyer confirming that such estimate was calculated in accordance with the terms of this section 2 to the extent possible in light of the information provided to Buyer. The amount payable at the closing shall be based upon the Sellers' Estimate. If the Buyer's Estimate is higher than the Sellers Estimate, the Sellers shall deposit the amount of such difference into the Working Capital Escrow Account pursuant to section 2.6. 2.5
To Sellers a certificate of good standing of Buyer, issued as of a recent date by the Secretary of State of the State of Delaware;
To Sellers a certificate of the Secretary or an Assistant Secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Sellers, as to (i) the resolutions of the Board of Directors of Buyer authorizing the execution delivery and performance of this Agreement and each exhibit hereto to which it is a party and the consummation of the transactions contemplated herein and therein; and (ii) the incumbency and signatures of the officers of Buyer executing this Agreement and each exhibit hereto to which it is a party;
To Sellers. On the Purchase Date for each Transaction, ownership of the Purchased Assets shall be transferred to the Administrative Agent or its designee against the simultaneous transfer of the Purchase Price to the following account of the Sellers (or as otherwise directed by the Sellers in writing): Account No. 00000000, for the account of Deutsche Bank, ABA No. 000000000, Attn: Barclays WH, not later than 5:00 p.m. New York City time, simultaneously with the delivery to the Administrative Agent of the Purchased Assets relating to each Transaction. With respect to the Purchased Asset being sold by the Sellers on a Purchase Date, the Sellers hereby sell, transfer, convey and assign to the Administrative Agent or its designee without recourse, but subject to the terms of this Repurchase Agreement, all the right, title and interest of the Sellers in and to the Purchased Assets together with all right, title and interest in and to the proceeds of any related Repurchase Assets.
To Sellers. The Assignment of Contracts set forth in Section 3.1.1(g), the bills of sale set forth in Sections 3.2.4 and 3.3, and one original of the Termination Release set forth in Section 11.2(c)(ii) of this Agreement shall be released by the Escrow Agent to the Sellers immediately upon the written certification by the Sellers to the Escrow Agent that the Agreement has terminated or that SGI has failed to satisfy its obligations under any or all of Sections 3.1.2(a), 3.1.2(b), 3.1.2(c), 3.1.2(d) and 3.1.2(e) by the dates specified in this Agreement. Such written certification need not state the reason for or circumstances surrounding termination or failure, but need state only that the Agreement has terminated or the failure has occurred.