Additional Closing Documents. The Lenders shall have received the following, in form and substance satisfactory to the Majority Lenders:
(i) certificates of one or more nationally recognized insurance brokers or other insurance specialists acceptable to the Majority Lenders, dated as of a recent date prior to the Closing Date, certifying the insurance maintained by the Company and any Guarantor as required hereunder and under the Collateral Documents is in full force and effect;
(ii) evidence that all (A) authorizations or approvals of any governmental agency or authority, and (B) as requested by the Majority Lenders, approvals or consents of any other Person (including the consent of any party to a Material Contract to the grant of a security interest therein to Lenders), required in connection with the execution, delivery and performance of the Loan Documents shall have been obtained;
(A) a certificate evidencing the formation and good standing of the Company and each Guarantor in each such Person's jurisdiction of formation issued by the Secretary of State (or equivalent) of such jurisdiction of formation as of a date within five (5) days prior to the Closing Date, and (B) a certificate evidencing the Company's and each Guarantor's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which such Person conducts business and is required to so qualify, as of a date within five (5) days of the Closing Date.
(iv) a certificate of the Secretary or other appropriate officer of the Company, dated the Closing Date, certifying (A) copies of the articles or certificate of incorporation, and bylaws, or other applicable organizational documents, of the Company and the resolutions and other actions taken or adopted by the Company authorizing the execution, delivery and performance of the Loan Documents, and (B) the incumbency, authority and signatures of each officer of the Company authorized to execute and deliver the Loan Documents and act with respect thereto; and
(v) a certificate of the Secretary or other appropriate officer of each Guarantor, dated the Closing Date, certifying (A) copies of the articles or certificate of incorporation, and bylaws, or other applicable organizational documents, of such Guarantor and the resolutions and other actions taken or adopted by such Guarantor authorizing the execution, delivery and performance of its Guarantor Documents, and (B) the incumbency, authority and signatures...
Additional Closing Documents. Buyer shall have delivered to Seller at or prior to the Closing such documents (including a certificate of officers of Buyer) as Seller may reasonably request in order to enable Seller to determine whether the conditions to Seller's obligations under this Agreement have been met and otherwise to carry out the provisions of this Agreement.
Additional Closing Documents. Buyer shall have received at the Closing the following documents, dated the Closing Date:
(i) Bills of sale and assignment agreements substantially in the form attached hereto as EXHIBIT A, covering the items of personal property included in the Acquired Assets to be transferred or assigned to Buyer at the Closing;
(ii) Grant deeds or similar forms of conveyance in form and substance reasonably satisfactory to Buyer and to the applicable title insurance company hereunder, conveying to Buyer or, in Buyer's discretion, to Buyer's designees respectively, the Real Property to be conveyed to Buyer pursuant to this Agreement;
(iii) Such further instruments of sale, transfer, conveyance, assignment or delivery covering the Acquired Assets or any part thereof as Buyer may reasonably require to assure the full and effective sale, transfer, conveyance, assignment or delivery to it, or, in Buyer's discretion, to Buyer's designees, of the Acquired Assets to be transferred to Buyer under this Agreement;
(iv) Title insurance policies issued by Chicago Title Insurance Company, or, if Buyer requests, Xxxxxxx Title Insurance Company, under an ALTA Standard Form B Policy insuring good and marketable title of Buyer in and to the Owned Real Property, subject only to Permitted Encumbrances and such other exceptions as are generally contained in such Standard Form B Policy, for the amounts as may be reasonably specified by Buyer (which shall be obtained at the expense of Buyer);
(v) A certificate to the effect that, on and as of the Closing Date, none of Sellers is a foreign person within the meaning of section 1445 of the Tax Code and the Treasury Regulations thereunder; such certificate to be in form and substance reasonably satisfactory to Buyer; PROVIDED, that if such certificate is not delivered to Buyer, Buyer shall be entitled to withhold 10% of the Purchase Price as required by Section 1445 of the Tax Code;
(vi) An opinion of counsel to Sellers, the form of which is set forth on EXHIBIT E hereto, addressed to Buyer, Buyer's designees hereunder, and Buyer's lenders, with respect to this Agreement and the Transactions, dated as of the Closing Date;
(vii) A certificate or certificates of executive officer(s) of Sellers with respect to the truth, correctness and continuing accuracy and completeness of the representations of Sellers hereunder and as to such other matters (including, without limitation, due authorization and validity of Sellers' actions taken in connection wi...
Additional Closing Documents. Company shall have furnished to Parent and Merger Sub such additional certificates, opinions and other documents as Parent may have reasonably requested as to any of the conditions set forth in this Section 7.2.
Additional Closing Documents. The Company shall have received such other documents and instruments as are required to be delivered pursuant to the provisions of this Agreement or otherwise reasonably requested by the Company.
Additional Closing Documents. The Lender shall have received the following, in form and substance satisfactory to it: (i) evidence that all (A) authorizations or approvals of any governmental agency or authority, and (B) approvals or consents of any other Person, required in connection with the execution, delivery and performance of the Loan Documents shall have been obtained; and (ii) a certificate of the Secretary or other appropriate officer of the Company, dated the Closing Date, certifying (A) copies of its Charter Documents and the resolutions and other actions taken or adopted by the Company authorizing the execution, delivery and performance of the Loan Documents, and (B) the incumbency, authority and signatures of each officer of the Company authorized to execute and deliver the Loan Documents and act with respect thereto.
Additional Closing Documents. BAHA and ABAG shall each deposit such other instruments as are reasonably required by Escrow Holder or otherwise required to close the escrow and consummate the purchase of the Property in accordance with the terms hereof.
Additional Closing Documents. The Company shall have received (i) each of the documents or instruments listed in Section 2.2 hereof from the Selling Stockholders; (ii) each of the documents or instruments listed in Section 2.3 hereof from Coliance; and (iii) such other documents and instruments as are required to be delivered pursuant to the provisions of this Agreement or as otherwise reasonably requested by the Company.
Additional Closing Documents. Purchaser shall have delivered to Seller and Shareholders the following documents:
(i) Assignment and assumption agreements with respect to the Assumed Liabilities;
(ii) the Escrow Agreement duly executed by Purchaser and Escrow Agent; and
(iii) Good standing certificates dated as of a date within one week of the Closing Date for Purchaser certified by the Secretary of State of the state of its formation.
(iv) Secretary’s Certificate of Purchaser, in form and substance reasonably satisfactory to Seller, duly executed by Purchaser’s secretary;
(v) Good standing certificates (including tax good standing certificates, if available from such state) dated as of a date within one week of the Closing Date for Purchaser certified by the Secretary of State and relevant taxing authority of the state of its incorporation and each of the states set forth opposite its name on Schedule 4.1;
Additional Closing Documents. The Purchaser shall have furnished to the Company such additional certificates and other documents as the Company may have reasonably requested as to any of the conditions set forth in this Section 6.3.
