Common use of Action of Sellers at Closing Clause in Contracts

Action of Sellers at Closing. At the Closing unless otherwise waived in writing by Buyer, Sellers shall deliver: (a) to Buyer deeds containing general warranties of title, fully executed and acknowledged by Sellers in recordable form, conveying to Buyer good and marketable fee simple title to the Real Property, free and clear of all Encumbrances other than the Permitted Real Property Encumbrances; (b) to Buyer bills of sale and assignment, fully executed by Sellers, in form and substance acceptable to Buyer, conveying to Buyer good and valid title to all Assets other than the Real Property, free and clear of all Encumbrances; (c) to Buyer assignments, fully executed by Sellers, in form and substance acceptable to Buyer, conveying Sellers' interests in the Assumed Contracts to Buyer; (d) to Buyer the Registration Rights Agreement, fully executed by Sellers; (e) to Buyer copies of resolutions or equivalent instruments duly adopted by the governing body of each Seller that is not a debtor and, if required, the partners or members of such Seller, authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified as true and in full force and effect as of the Closing Date by the appropriate officers or partners of such Seller; (f) to Buyer certificates of the duly authorized President or Vice President or similar officer of each Seller certifying the fulfillment of the conditions set forth in Section 7.01(f); (g) to Buyer evidence of appropriate power of attorney for the respective directors or officers of each Seller that is not a debtor executing the Agreement and other Closing documents, dated as of the Closing Date; (h) to Buyer certificates of existence and good standing from each jurisdiction in which each Seller that is not a debtor is incorporated or organized, each dated the most recent practical date prior to Closing; (i) to Buyer, appropriate letters or other documentation necessary to transfer and sell to Buyer the Accounts Receivable, the Completed Contracts Receivable and those Excluded Contracts Receivable to which Buyer is entitled pursuant to Section 2.01(m) hereof, and to advise the account debtors of such transfer and sale; (j) to Buyer such other instruments, agreements, certificates and documents as Buyer reasonably deems necessary to effect the transactions contemplated hereby; and (k) to Buyer the opinion of Sellers' counsel described in Section 7.03.

Action of Sellers at Closing. At the Closing unless otherwise waived in writing by Buyer, Sellers shall deliver: (a) to Buyer deeds containing general warranties of title, fully executed and acknowledged by Sellers in recordable form, conveying to Buyer good and marketable fee simple title to the Real Property, free and clear of all Encumbrances other than the Permitted Real Property Encumbrances; (b) to Buyer bills of sale and assignment, fully executed by Sellers, in form and substance acceptable to Buyer, conveying to Buyer good and valid title to all Assets other than the Real Property, free and clear of all Encumbrances; (c) to Buyer assignments, fully executed by Sellers, in form and substance acceptable to Buyer, conveying Sellers' interests in the Assumed Contracts to Buyer; (d) to Buyer the Indemnity Escrow Agreement, fully executed by S&W; (e) to Buyer the Registration Rights Agreement, fully executed by each Seller; (f) to Buyer the Time & Material Agreement, fully executed by Sellers; (eg) to Buyer copies of resolutions or equivalent instruments duly adopted by the governing body of each Seller that is not a debtor and, if required, the partners or members of such Seller, authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified as true and in full force and effect as of the Closing Date by the appropriate officers or partners of such Seller; (fh) to Buyer certificates of the duly authorized President or Vice President or similar officer of each Seller certifying the fulfillment that, except where expressly limited to a specific date, each of the conditions set forth representations and warranties of each Seller contained in Section 7.01(f)this Agreement is true and correct on and as of the Closing Date in all material respects, and that each and all of the terms, covenants and agreements to be complied with or performed by Sellers on or before the Closing Date have been complied with and performed in all material respects; (gi) to Buyer certificates of incumbency or evidence of appropriate power of attorney for the respective directors or officers of each Seller that is not a debtor executing the Agreement and other Closing documents, dated as of the Closing Date; (hj) to Buyer certificates of existence and good standing from each jurisdiction in which each any Seller that is not a debtor is incorporated or organizedorganized (and, with respect to any Foreign Seller, only to the extent that the same or equivalent certificates or documents may be obtained in its jurisdiction of organization), each dated the most recent practical date within ten business days prior to Closing; (ik) to Buyer, appropriate letters or other documentation necessary to transfer and sell the Accounts Receivable to Buyer the Accounts Receivable, the Completed Contracts Receivable and those Excluded Contracts Receivable to which Buyer is entitled pursuant to Section 2.01(m) hereof, and to advise the account debtors of such transfer and sale;; and (jl) to Buyer such other instruments, agreements, certificates and documents as Buyer reasonably deems necessary to effect the transactions contemplated hereby; and (k) to Buyer the opinion of Sellers' counsel described in Section 7.03.

Action of Sellers at Closing. At the Closing unless otherwise waived in writing by Buyer, Sellers shall deliver: (a) to Buyer deeds containing general warranties of title, fully executed and acknowledged by Sellers in recordable form, conveying to Buyer good and marketable fee simple title to the Real Property, free and clear of all Encumbrances other than the Permitted Real Property Encumbrances; (b) to Buyer bills of sale and assignment, fully executed by Sellers, in form and substance acceptable to Buyer, conveying to Buyer good and valid title to all Assets other than the Real Property, free and clear of all Encumbrances; (c) to Buyer assignments, fully executed by Sellers, in form and substance acceptable to Buyer, conveying Sellers' interests in the Assumed Contracts to Buyer; (d) to Buyer the Indemnity Escrow Agreement, fully executed by S & W; (e) to Buyer the Registration Rights Agreement, fully executed by each Seller; (f) to Buyer the Time & Material Agreement, fully executed by Sellers; (eg) to Buyer copies of resolutions or equivalent instruments duly adopted by the governing body of each Seller that is not a debtor and, if required, the partners or members of such Seller, authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified as true and in full force and effect as of the Closing Date by the appropriate officers or partners of such Seller; (fh) to Buyer certificates of the duly authorized President or Vice President or similar officer of each Seller certifying the fulfillment that, except where expressly limited to a specific date, each of the conditions set forth representations and warranties of each Seller contained in Section 7.01(f)this Agreement is true and correct on and as of the Closing Date in all material respects, and that each and all of the terms, covenants and agreements to be complied with or performed by Sellers on or before the Closing Date have been complied with and performed in all material respects; (gi) to Buyer certificates of incumbency or evidence of appropriate power of attorney for the respective directors or officers of each Seller that is not a debtor executing the Agreement and other Closing documents, dated as of the Closing Date; (hj) to Buyer certificates of existence and good standing from each jurisdiction in which each any Seller that is not a debtor is incorporated or organizedorganized (and, with respect to any Foreign Seller, only to the extent that the same or equivalent certificates or documents may be obtained in its jurisdiction of organization), each dated the most recent practical date within ten business days prior to Closing; (ik) to Buyer, appropriate letters or other documentation necessary to transfer and sell the Accounts Receivable to Buyer the Accounts Receivable, the Completed Contracts Receivable and those Excluded Contracts Receivable to which Buyer is entitled pursuant to Section 2.01(m) hereof, and to advise the account debtors of such transfer and sale;; and (jl) to Buyer such other instruments, agreements, certificates and documents as Buyer reasonably deems necessary to effect the transactions contemplated hereby; and (k) to Buyer the opinion of Sellers' counsel described in Section 7.03.. 52 60