Common use of Additional Closing Documents Clause in Contracts

Additional Closing Documents. Agent shall have received the following, in form and substance satisfactory to it: (i) evidence that all approvals or consents of any other Person, required in connection with the execution, delivery and performance of the Loan Documents shall have been obtained; (ii) a certificate of the Secretary or other appropriate officer of Borrower, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the certificate or articles of incorporation and bylaws of Borrower and the resolutions adopted by Borrower and other actions taken or adopted by Borrower (or any shareholders of Borrower) authorizing the execution, delivery and performance of the Loan Documents and (B) the incumbency, authority and signatures of each officer of Borrower authorized to execute and deliver the Loan Documents and act with respect thereto; (iii) a certificate of the Secretary or other appropriate officer of Holdings, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the certificate or articles of incorporation and bylaws of Holdings and the resolutions and other actions taken or adopted by Holdings authorizing the execution, delivery and performance of any Loan Documents to which Holdings is or shall become a party, and (B) the incumbency, authority and signatures of each officer of Holdings authorized to execute and deliver any such Loan Documents and to act with respect thereto; and (iv) a certificate of the Secretary or other appropriate officer of each Additional Borrower, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the respective certificate or articles of incorporation and bylaws of such Additional Borrower and the resolutions and other actions taken or adopted by such Additional Borrower authorizing the execution, delivery and performance of any Loan Documents to which such Additional Borrower is or shall become a party, and (B) the incumbency, authority and signatures of each officer of such Additional Borrower authorized to execute and deliver any such Loan Documents and to act with respect thereto.

Additional Closing Documents. Agent The Buyers shall have received the followingfollowing documents and instruments: (1) Certified resolutions of the Company's Board of Directors (a) authorizing the execution and delivery of this Agreement and the performance by the Company of its obligations hereunder, (b) electing persons designated by EAC as the officers and directors of the Company effective as of the date of Closing; (2) a current list of the Company's stockholders certified by the Company's stock transfer agent; (3) an indemnification agreement, in form and substance satisfactory reasonably acceptable to it: the Buyers, EAC and its counsel wherein the Control Shareholder agrees to indemnify, defend and hold harmless each of the Buyers and EAC and the Company and any subsidiary or affiliate thereof and each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Closing, a shareholder, officer, director or partner of EAC, any subsidiary or affiliate thereof or an employee of EAC, any subsidiary or affiliate thereof and their respective heirs, legal representatives, successors and assigns (the "EAC Indemnified Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual third party claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of (i) evidence that all approvals any material breach of this Agreement by the Company or consents any subsidiary or affiliate thereof, including but not limited to inaccuracy or breach of any other Personrepresentation or warranty to be true and correct at or before the Closing, required in connection with the execution, delivery and performance of the Loan Documents shall have been obtained; or (ii) a certificate any willful or grossly negligent act, omission or conduct of any officer, director or agent of the Secretary Company or other appropriate officer of Borrower, dated the Closing Date, any subsidiary or a date not more than five Banking Days affiliate thereof prior to the Closing, whether asserted or claimed prior to, at or after, the Closing Date, certifying (A) copies of the certificate or articles of incorporation and bylaws of Borrower and the resolutions adopted by Borrower and other actions taken or adopted by Borrower (or any shareholders of Borrower) authorizing the execution, delivery and performance of the Loan Documents and (B4) the incumbency, authority such other documents and signatures of each officer of Borrower authorized instruments as are required to execute and deliver the Loan Documents and act with respect thereto; (iii) a certificate of the Secretary or other appropriate officer of Holdings, dated the Closing Date, or a date not more than five Banking Days prior be delivered pursuant to the Closing Date, certifying (A) copies provisions of this Agreement or otherwise reasonably requested by the certificate Buyers or articles of incorporation and bylaws of Holdings and the resolutions and other actions taken or adopted by Holdings authorizing the execution, delivery and performance of any Loan Documents to which Holdings is or shall become a party, and (B) the incumbency, authority and signatures of each officer of Holdings authorized to execute and deliver any such Loan Documents and to act with respect thereto; and (iv) a certificate of the Secretary or other appropriate officer of each Additional Borrower, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the respective certificate or articles of incorporation and bylaws of such Additional Borrower and the resolutions and other actions taken or adopted by such Additional Borrower authorizing the execution, delivery and performance of any Loan Documents to which such Additional Borrower is or shall become a party, and (B) the incumbency, authority and signatures of each officer of such Additional Borrower authorized to execute and deliver any such Loan Documents and to act with respect theretoEAC.

Additional Closing Documents. Agent Tree shall have received delivered, or caused the followingCompany to deliver, to Buyer: (a) all documents and instruments as Buyer may require in its sole discretion to evidence the transfer of the Units to Buyer; (b) the written release of all Liens relating to the assets of the Company executed by the holder of or parties to each such Lien, in form and substance satisfactory to it: Buyer; (ic) a copy of the certificate of formation of the Company, as amended to date, certified by the Secretary of State of Delaware as true, complete and correct; (d) a copy of the operating agreement of the Company, as amended to date, certified by the secretary of the Company as true, complete and correct; (e) a certified copy of a certificate from the appropriate Secretary of State evidencing that the Company is in good standing under the laws of the state of its organization and in each jurisdiction where the Company is qualified to transact business; (f) all equity ledgers, minute books and other corporate records of the Company; (g) evidence that all approvals or consents of any other Person, required in connection with the execution, delivery and performance of the Loan Documents shall have been obtainedpayment of all bank debt and other long-term indebtedness of the Company; (iih) a certificate fully executed and approved documentation satisfactory to Buyer and PNP evidencing the complete termination of the Secretary or other appropriate officer Company’s Code Section 401(k) plan as of Borrower, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the certificate or articles of incorporation and bylaws of Borrower and the resolutions adopted by Borrower and other actions taken or adopted by Borrower (or any shareholders of Borrower) authorizing the execution, delivery and performance of the Loan Documents and (B) the incumbency, authority and signatures of each officer of Borrower authorized to execute and deliver the Loan Documents and act with respect thereto; (iiii) all Tax clearance certificates required for any jurisdiction where the Company may be liable for Taxes; (j) a certificate non-foreign affidavit dated as of the Secretary or other appropriate officer of Holdings, dated the Closing Date, or a date not more than five Banking Days prior sworn under penalty of perjury and in form and substance required under Treasury regulations issued pursuant to the Closing Date, certifying (A) copies Section 1445 of the certificate or articles Code stating that the Tree is not a “Foreign Person” as defined in Section 1445 of incorporation and bylaws the Code; (k) an executed copy of Holdings and the resolutions and other actions taken or adopted by Holdings authorizing Note Modification Agreement; (l) written evidence of the execution, delivery and performance cancellation of any Loan Documents to which Holdings is or shall become a party, and (B) the incumbency, authority and signatures option plan of each officer of Holdings authorized to execute and deliver any such Loan Documents and to act Tree with respect theretoto units of membership interests or any other securities of the Company, in form and substance satisfactory to Buyer; and (ivm) a certificate such other customary documents, instruments and certificates as shall be reasonably requested by Buyer or PNP and as shall be consistent with the terms of the Secretary or other appropriate officer of each Additional Borrower, dated the Closing Date, or a date not more than five Banking Days prior to the Closing Date, certifying (A) copies of the respective certificate or articles of incorporation and bylaws of such Additional Borrower and the resolutions and other actions taken or adopted by such Additional Borrower authorizing the execution, delivery and performance of any Loan Documents to which such Additional Borrower is or shall become a party, and (B) the incumbency, authority and signatures of each officer of such Additional Borrower authorized to execute and deliver any such Loan Documents and to act with respect theretothis Agreement.