Common use of Closing Deliveries by Sellers Clause in Contracts

Closing Deliveries by Sellers. At Closing, each Seller will deliver, or cause to be delivered, to Buyer (or as Buyer or this Agreement otherwise directs), the following: (a) a Xxxx of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit 6.2(a), dated the Closing Date (the “Xxxx of Sale”), executed by each Seller; (b) a (1) Trademark Assignment in the form attached hereto as Exhibit 6.2(b)(1), dated the Closing Date (the “Trademark Assignment”), and (2) Domain Name Assignment in the form attached hereto as Exhibit 6.2(b)(2), dated the Closing Date (the “Domain Name Assignment”), each executed by the applicable Sellers; (c) each Transition Services Agreement, each executed by Parent, pursuant to Section 5.12; (d) an officer’s certificate of a duly authorized officer of each Seller, each in a form approved by Buyer (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of each Seller, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of each Seller, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the Board of Directors and of the requisite (if any are required) shareholders of such Seller approving and authorizing the execution, delivery and performance by such Seller of this Agreement and each Ancillary Document of such Seller and the transactions contemplated herein and therein, and that such resolutions are the only resolutions of such Board of Directors or shareholders with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; and (4) that each person who, as an officer of such Seller, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officer; (e) a certificate of good standing of each Seller, issued by the Secretary of State (or equivalent) of its state of incorporation or organization on a recent date; (f) a FIRPTA Certificate complying in all respects with section 1445(b)(2) of the Code; (g) the Assignment and Assumption Agreements with respect to the Real Property Leases in the form attached hereto as Exhibit 6.2(g), dated the Closing Date (the “Assignments of Leases”), each executed by the applicable Seller; (h) all keys of any Seller to all locks to the Leased Real Property, together with all security codes for any Leased Real Property or space therein (which will be considered delivered if in the possession of the Persons reasonably designated by Buyer); (i) a consent, executed by Xxxxxx Software, Inc., to the assignment of Sellers’ contracts with Xxxxxx Software, Inc. to Buyer, in form and substance satisfactory to Buyer (however, if Buyer effects the Closing without the delivery of such item, then the requirement to make such delivery is deemed to be fully waived); (j) a consent, executed by JDA Software, Inc., to the assignment of Sellers’ contracts that are Assumed Contracts with JDA Software, Inc. to Buyer, in form and substance satisfactory to Buyer (however, if Buyer effects the Closing without the delivery of such item, then the requirement to make such delivery is deemed to be fully waived); (k) a Sublease Agreement, dated the Closing Date (the “Sublease Agreement”), executed by Bermans The Leather Experts Inc., in form and substance satisfactory to Buyer; and (l) all other documents and items required by this Agreement to be delivered, or caused to be delivered, by any Seller at Closing.

Closing Deliveries by Sellers. At Closing, each Seller will deliver, Sellers and the Company Principals ----------------------------- shall have delivered or cause caused to be delivered, delivered to Buyer (or as Buyer or this Agreement otherwise directs), the followingBuyer: (ai) a possession of all of the Purchased Assets, together will all files, Books and Records relating to the Purchased Assets; (ii) Xxxx of Sale, Assignment and Assumption Agreement Sale substantially in the form of Exhibit D attached hereto hereto, --------- conveying good and marketable title in all of the Purchased Assets duly executed by Sellers; (iii) the General Assignment, duly executed by Sellers; (iv) executed by the Company, Xxxxxxx and each Company Principal, respectively, as Exhibit 6.2(a), dated of the Closing Date (the “Xxxx of Sale”"Non-Competition Agreements"), executed by each Seller; (bv) an Intellectual Property Assignment of all of the Company Intellectual Property by and among Buyer and Sellers substantially in the form of Exhibit F attached hereto (the "Intellectual Property --------- Assignment"), duly executed by Buyer; (vi) the Independent Contractor Agreement, duly executed by the Xxxxxxx and Buyer by no later than December 15, 1998; (vii) the License Agreement, duly executed by the Company; (viii) a certificate of an officer of the Company, Xxxxxxx and each Company Principal substantially in the form of Exhibit G attached hereto to evidence compliance with Section 6.1 hereof; and (1) Trademark Assignment in certified copies of the form attached hereto as Exhibit 6.2(b)(1), dated the Closing Date (the “Trademark Assignment”), Articles of Incorporation and Bylaws of AOBR and (2) Domain Name Assignment in the form attached hereto as Exhibit 6.2(b)(2), dated the Closing Date (the “Domain Name Assignment”), each executed by the applicable Sellers; (ccertificate(s) each Transition Services Agreement, each executed by Parent, pursuant to Section 5.12; (d) an officer’s certificate of a duly authorized officer of each Seller, each in a form approved by Buyer (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of each Seller, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of each Seller, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the Board of Directors and of the requisite (if any are required) shareholders of such Seller approving and authorizing the execution, delivery and performance by such Seller of this Agreement and each Ancillary Document of such Seller and the transactions contemplated herein and therein, and that such resolutions are the only resolutions of such Board of Directors or shareholders with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; and (4) that each person who, as an officer of such Seller, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officer; (e) a certificate of good standing of each Seller, for AOBR issued by the Secretary of State (or equivalent) appropriate governmental office of its state of incorporation or organization on a recent dateand each state in which it is qualified to do business; (fx) a FIRPTA Certificate complying in all respects with section 1445(b)(2) such other documents as Buyer may reasonably request for the purpose of facilitating the consummation of the Code; (g) the Assignment and Assumption Agreements with respect to the Real Property Leases in the form attached hereto as Exhibit 6.2(g), dated the Closing Date (the “Assignments of Leases”), each executed by the applicable Seller; (h) all keys of any Seller to all locks to the Leased Real Property, together with all security codes for any Leased Real Property or space therein (which will be considered delivered if in the possession of the Persons reasonably designated by Buyer); (i) a consent, executed by Xxxxxx Software, Inc., to the assignment of Sellers’ contracts with Xxxxxx Software, Inc. to Buyer, in form and substance satisfactory to Buyer (however, if Buyer effects the Closing without the delivery of such item, then the requirement to make such delivery is deemed to be fully waived); (j) a consent, executed by JDA Software, Inc., to the assignment of Sellers’ contracts that are Assumed Contracts with JDA Software, Inc. to Buyer, in form and substance satisfactory to Buyer (however, if Buyer effects the Closing without the delivery of such item, then the requirement to make such delivery is deemed to be fully waived); (k) a Sublease Agreement, dated the Closing Date (the “Sublease Agreement”), executed by Bermans The Leather Experts Inc., in form and substance satisfactory to Buyer; and (l) all other documents and items required by this Agreement to be delivered, or caused to be delivered, by any Seller at Closingtransactions contemplated herein.

Closing Deliveries by Sellers. At the Closing, each Seller will Sellers shall deliver, or cause to be delivered, to Buyer (or as Buyer or this Agreement otherwise directs), the followingBuyer: (a) a Xxxx bills of Sale, Assignment and Assumption Agreement sale for all of the Purchased Assets that are Tangible Personal Property in the form attached hereto as Exhibit 6.2(a), dated the Closing Date 2.06(a) (the “Xxxx Bills of Sale”), ) duly executed by each SellerSellers; (b) a (1) Trademark Assignment one or more quitclaim deeds in the form attached hereto as Exhibit 6.2(b)(1), dated the Closing Date 2.06(b) (the “Trademark AssignmentQuitclaim Deeds”)) transferring the Owned Real Property, duly executed by Dunellen; (c) originals or, if originals are unavailable, copies of all Books and Records; (2d) Domain Name originals or, if originals are unavailable, copies of all Permits that are included in the Purchased Assets; (e) an Assignment and Assumption Agreement relating to the Assigned Contracts in the form attached hereto as Exhibit 6.2(b)(22.06(e), dated duly executed by Sellers (the Closing Date “Assignment and Assumption Agreement”); (f) a Domain Name Assignment, relating to the domain name described on Schedule 3.11(a), in the form attached hereto as Exhibit 2.06(f), duly executed by CTC (the “Domain Name Assignment”), each executed by the applicable Sellers; (c) each Transition Services Agreement, each executed by Parent, pursuant to Section 5.12; (d) an officer’s certificate of a duly authorized officer of each Seller, each in a form approved by Buyer (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of each Seller, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of each Seller, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the Board of Directors and of the requisite (if any are required) shareholders of such Seller approving and authorizing the execution, delivery and performance by such Seller of this Agreement and each Ancillary Document of such Seller and the transactions contemplated herein and therein, and that such resolutions are the only resolutions of such Board of Directors or shareholders with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; and (4) that each person who, as an officer of such Seller, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officer; (e) a certificate of good standing of each Seller, issued by the Secretary of State (or equivalent) of its state of incorporation or organization on a recent date; (f) a FIRPTA Certificate complying in all respects with section 1445(b)(2) of the Code; (g) the Assignment keys and Assumption Agreements with respect combinations in Sellers’ possession relating to the operation of the Owned Real Property Leases in the form attached hereto as Exhibit 6.2(g), dated the Closing Date (the “Assignments of Leases”), each executed by the applicable SellerProperty; (h) all keys such other deeds, bills of any Seller to all locks to the Leased Real Propertysale, together with all security codes for any Leased Real Property or space therein (which will be considered delivered if in the possession assignments, certificates of the Persons reasonably designated title, documents and other instruments of transfer and conveyance as are requested by Buyer); (i) a consent, executed by Xxxxxx Softwareacting reasonably, Inc., to the assignment of Sellers’ contracts with Xxxxxx Software, Inc. to Buyer, each in form and substance satisfactory to Buyer and duly executed by Sellers, including, without limitation, any state and municipal Conveyance Tax forms; (howeveri) the Escrow Agreement, if Buyer effects the Closing without the delivery of such item, then the requirement to make such delivery is deemed to be fully waived)duly executed by Sellers; (j) a consentthe Access and Remediation Agreement, duly executed by JDA SoftwareCPI; (k) the Construction Side Letter, Inc.duly executed by CPI; (l) the CPI License, to duly executed by CPI; (m) upon confirmation of the assignment payment of Sellers’ contracts that are Assumed Contracts with JDA Softwarethe Purchase Price less the Escrow Amount, Inc. to Buyer, a receipt for the Purchase Price less the Escrow Amount in form and substance satisfactory to Buyer and duly executed by Sellers; (howevern) a true and complete copy, if Buyer effects certified by the Secretary, Assistant Secretary, sole Member or Manager of each Seller, of the resolutions duly and validly adopted by the board of directors of each Seller and by the shareholder and Member of each of CTC and Dunellen evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which each Seller is a party and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which each Seller is a party; (o) a certificate of the Secretary, Assistant Secretary, sole Member or Manager of each Seller certifying the names and signatures of the officers of each Seller authorized to sign this Agreement, the Ancillary Agreements to which each Seller is a party and the other documents to be executed and delivered by each Seller hereunder; (p) a copy of (i) the Certificate of Incorporation (or similar organizational document) of each Seller, certified by the Secretary of State of the jurisdiction in which each Seller is incorporated or organized, as of a date not earlier than ten (10) Business Days before the Closing without Date and accompanied by a certificate of the delivery Secretary of each Seller, dated as of the Closing Date, stating that no amendments have been made to such itemCertificate of Incorporation (or similar organizational document) since such date and (ii) the By-laws (or similar organizational document) of each Seller, then certified by the requirement to make such delivery is deemed to be fully waivedSecretary, Member or Manager (as applicable) of each Seller; (q) a certificate from each Seller (which complies with Section 1445 of the Code) of non-foreign status executed in accordance with the provisions of Regulations section 1.1445-2(b)(2); (kr) a Sublease Agreementcertificate duly executed by the President, dated sole Member, or Manager (as applicable) of each Seller (i) representing and warranting to Buyer that (x) the representations and warranties of such Seller contained in this Agreement and the Ancillary Agreements were true and correct when made and (notwithstanding the introductory paragraph of Article 3) are true and correct as of the Closing Date with the same force and effect as if made as of the Closing Date as modified by any New Development Notice given pursuant to Section 5.04(b) if Buyer has elected to proceed with the Closing pursuant to clauses (ii) or (iii) thereof, and (y) the “Sublease Agreement”)covenants and obligations contained in this Agreement to be performed or complied with by such Seller on or before the Closing have been performed or complied with; (s) a good standing certificate for each Seller from the Secretary of State of the jurisdiction in which each Seller is incorporated and/or organized and from the Secretary of State in each other jurisdiction in which the assets or properties owned by each Seller, executed by Bermans The Leather Experts Inc.or the operation of each Seller's business in such jurisdiction, requires each Seller to be licensed or qualified to do business as a foreign corporation, in form and substance satisfactory each case dated as of a date not earlier than ten (10) Business Days prior to Buyerthe Closing Date; (t) to the extent that the Purchased Assets constitute all or substantially all of the assets of Sellers located in Rhode Island, a good standing certificate from the Rhode Island Division of Taxation dated as of a date not earlier than thirty (30) days prior to the Closing Date; (u) an executed counterpart of the Closing Statement; (v) payoff letters from the holders of any monetary Encumbrances which exist on any of the Purchased Assets; and (lw) all Such other documents documents, instruments, certificates, statements, estoppels, affidavits and items required other deliverables as are reasonably requested by this Agreement to be deliveredBuyer, Buyer’s lenders or caused to be delivered, by any Seller at Closingthe Title Company.

Closing Deliveries by Sellers. At Closing, each Seller Sellers will deliver, or cause to be delivered, to Buyer (or as Buyer or this Agreement otherwise directs), the following: (a) a Xxxx an Assignment of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit 6.2(a)Limited Liability Company Interests, dated the Closing Date (the “Xxxx of Sale”), and executed by each SellerFull House and RAM, in a form suitable for transferring the Interests to Buyer in the records of the Company and approved in advance by Buyer (such approval not to be unreasonably withheld); (b) a the written resignation (1or documentation reasonably satisfactory to Buyer showing the removal) Trademark Assignment in of each director, officer and manager of the form attached hereto as Exhibit 6.2(b)(1)Company, dated with each such resignation (or removal) effective no later than the Closing Date (the “Trademark Assignment”), and (2) Domain Name Assignment in the form attached hereto as Exhibit 6.2(b)(2), dated the Closing Date (the “Domain Name Assignment”), each executed by the applicable SellersEffective Time; (c) each Transition Services Agreementthe true, each executed by Parent, pursuant to Section 5.12correct and complete minute books and ownership records of the Company; (d) an officer’s a certificate of a duly authorized officer of each Sellerthe Company, each in a form approved in advance by Buyer (such approval not to be unreasonably withheld), dated the Closing DateDate and executed by such officer, certifying that attached thereto is a true, correct and complete certified copy of the Certificate of Formation of the Company, and a true, correct and complete copy of the Limited Liability Company Agreement or similar agreement of the Company, in each case as are then in full force and effect; (e) an officer’s certificate of a duly authorized officer of each of Full House and RAM, each in a form approved in advance by Buyer (such approval not to be unreasonably withheld), dated the Closing Date and each executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of each Seller, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of each Seller, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite Organizational Documents of such Seller, in each case as are then in full force and effect, and (2) that attached thereto is a true, correct and complete copy of the resolutions of the Board of Directors and of the requisite (if any are required) shareholders of such Seller approving and Seller, authorizing the execution, delivery and performance by such Seller of this Agreement and each Ancillary Document of such Seller and the transactions contemplated herein and therein, and that such resolutions in each case as are the only resolutions of such Board of Directors or shareholders with respect to such matters and have not been modified, rescinded or amended and remain then in full force and effect; and (4) that each person who, as an officer of such Seller, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officer; (e) a certificate of good standing of each Seller, issued by the Secretary of State (or equivalent) of its state of incorporation or organization on a recent date; (f) a FIRPTA Certificate complying in all respects with section 1445(b)(2) evidence of assignment of the CodeCompany’s obligations under the Hotel Agreement to Full House in a form approved in advance by Buyer; (g) evidence of assignment of the Assignment and Assumption Agreements with respect Green Acres Matter to the Real Property Leases in the form attached hereto as Exhibit 6.2(g), dated the Closing Date (the “Assignments of Leases”), each executed by the applicable SellerSellers; (h) all keys of any Seller to all locks to the Leased Real Property, together with all security codes for any Leased Real Property or space therein (which will be considered delivered if in the possession of the Persons reasonably designated release required by BuyerSection 7.1(f); (i) a consent, executed by Xxxxxx Software, Inc., to the assignment of Sellers’ contracts with Xxxxxx Software, Inc. to Buyer, in form and substance satisfactory to Buyer (however, if Buyer effects the Closing without the delivery of such item, then the requirement to make such delivery is deemed to be fully waived); (j) a consent, executed by JDA Software, Inc., to the assignment of Sellers’ contracts that are Assumed Contracts with JDA Software, Inc. to Buyer, in form and substance satisfactory to Buyer (however, if Buyer effects the Closing without the delivery of such item, then the requirement to make such delivery is deemed to be fully waived); (k) a Sublease Agreement, dated the Closing Date (the “Sublease Agreement”), executed by Bermans The Leather Experts Inc., in form and substance satisfactory to Buyer; and (li) all other documents and items required by this Agreement to be delivered, or caused to be delivered, by any Seller Sellers at Closing.

Closing Deliveries by Sellers. At the Closing, each Seller will Sellers shall deliver, or cause to be delivered, to Buyer (or as Buyer or this Agreement otherwise directs), the followingBuyer: (a) a Xxxx bills of Sale, Assignment and Assumption Agreement sale for all of the Purchased Assets that are Tangible Personal Property in the form attached hereto as Exhibit 6.2(a), dated the Closing Date 2.06(a) (the “Xxxx Bills of Sale”), ) duly executed by each SellerSellers; (b) a (1) Trademark Assignment one or more quitclaim deeds in the form attached hereto as Exhibit 6.2(b)(1), dated the Closing Date 2.06(b) (the “Trademark AssignmentQuitclaim Deeds”)) transferring the Owned Real Property, duly executed by Dunellen; (c) originals or, if originals are unavailable, copies of all Books and Records; (2d) Domain Name originals or, if originals are unavailable, copies of all Permits that are included in the Purchased Assets; (e) an Assignment and Assumption Agreement relating to the Assigned Contracts in the form attached hereto as Exhibit 6.2(b)(22.06(e), dated duly executed by Sellers (the Closing Date “Assignment and Assumption Agreement”); (f) a Domain Name Assignment, relating to the domain name described on Schedule 3.11(a), in the form attached hereto as Exhibit 2.06(f), duly executed by CTC (the “Domain Name Assignment”), each executed by the applicable Sellers; (c) each Transition Services Agreement, each executed by Parent, pursuant to Section 5.12; (d) an officer’s certificate of a duly authorized officer of each Seller, each in a form approved by Buyer (such approval not to be unreasonably withheld), dated the Closing Date, executed by such officer, each certifying (1) that attached thereto are true, correct and complete copies of the certificate or articles of incorporation (including all amendments thereto) of each Seller, and that the same are in full force and effect; (2) that attached thereto are true, correct and complete copies of the bylaws of each Seller, and that the same are full force and effect and were in full force and effect on the date of the resolutions described below; (3) that attached thereto is a true, correct and complete copy of the requisite resolutions of the Board of Directors and of the requisite (if any are required) shareholders of such Seller approving and authorizing the execution, delivery and performance by such Seller of this Agreement and each Ancillary Document of such Seller and the transactions contemplated herein and therein, and that such resolutions are the only resolutions of such Board of Directors or shareholders with respect to such matters and have not been modified, rescinded or amended and remain in full force and effect; and (4) that each person who, as an officer of such Seller, signed and delivered this Agreement or any Ancillary Document was at the time of such signing and delivery duly elected and appointed, qualified and acting as such officer; (e) a certificate of good standing of each Seller, issued by the Secretary of State (or equivalent) of its state of incorporation or organization on a recent date; (f) a FIRPTA Certificate complying in all respects with section 1445(b)(2) of the Code; (g) the Assignment keys and Assumption Agreements with respect combinations in Sellers’ possession relating to the operation of the Owned Real Property Leases in the form attached hereto as Exhibit 6.2(g), dated the Closing Date (the “Assignments of Leases”), each executed by the applicable SellerProperty; (h) all keys such other deeds, bills of any Seller to all locks to the Leased Real Propertysale, together with all security codes for any Leased Real Property or space therein (which will be considered delivered if in the possession assignments, certificates of the Persons reasonably designated title, documents and other instruments of transfer and conveyance as are requested by Buyer); (i) a consent, executed by Xxxxxx Softwareacting reasonably, Inc., to the assignment of Sellers’ contracts with Xxxxxx Software, Inc. to Buyer, each in form and substance satisfactory to Buyer and duly executed by Sellers, including, without limitation, any state and municipal Conveyance Tax forms; (howeveri) the Escrow Agreement, if Buyer effects the Closing without the delivery of such item, then the requirement to make such delivery is deemed to be fully waived)duly executed by Sellers; (j) a consentthe Access and Remediation Agreement, duly executed by JDA SoftwareCPI; (k) the Construction Side Letter, Inc.duly executed by CPI; (l) the CPI License, to duly executed by CPI; {W5977534.1} (m) upon confirmation of the assignment payment of Sellers’ contracts that are Assumed Contracts with JDA Softwarethe Purchase Price less the Escrow Amount, Inc. to Buyer, a receipt for the Purchase Price less the Escrow Amount in form and substance satisfactory to Buyer and duly executed by Sellers; (howevern) a true and complete copy, if Buyer effects certified by the Secretary, Assistant Secretary, sole Member or Manager of each Seller, of the resolutions duly and validly adopted by the board of directors of each Seller and by the shareholder and Member of each of CTC and Dunellen evidencing their authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which each Seller is a party and the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements to which each Seller is a party; (o) a certificate of the Secretary, Assistant Secretary, sole Member or Manager of each Seller certifying the names and signatures of the officers of each Seller authorized to sign this Agreement, the Ancillary Agreements to which each Seller is a party and the other documents to be executed and delivered by each Seller hereunder; (p) a copy of (i) the Certificate of Incorporation (or similar organizational document) of each Seller, certified by the Secretary of State of the jurisdiction in which each Seller is incorporated or organized, as of a date not earlier than ten (10) Business Days before the Closing without Date and accompanied by a certificate of the delivery Secretary of each Seller, dated as of the Closing Date, stating that no amendments have been made to such itemCertificate of Incorporation (or similar organizational document) since such date and (ii) the By-laws (or similar organizational document) of each Seller, then certified by the requirement to make such delivery is deemed to be fully waivedSecretary, Member or Manager (as applicable) of each Seller; (q) a certificate from each Seller (which complies with Section 1445 of the Code) of non-foreign status executed in accordance with the provisions of Regulations section 1.1445-2(b)(2); (kr) a Sublease Agreementcertificate duly executed by the President, dated sole Member, or Manager (as applicable) of each Seller (i) representing and warranting to Buyer that (x) the representations and warranties of such Seller contained in this Agreement and the Ancillary Agreements were true and correct when made and (notwithstanding the introductory paragraph of Article 3) are true and correct as of the Closing Date with the same force and effect as if made as of the Closing Date as modified by any New Development Notice given pursuant to Section 5.04(b) if Buyer has elected to proceed with the Closing pursuant to clauses (ii) or (iii) thereof, and (y) the “Sublease Agreement”)covenants and obligations contained in this Agreement to be performed or complied with by such Seller on or before the Closing have been performed or complied with; (s) a good standing certificate for each Seller from the Secretary of State of the jurisdiction in which each Seller is incorporated and/or organized and from the Secretary of State in each other jurisdiction in which the assets or properties owned by each Seller, executed by Bermans The Leather Experts Inc.or the operation of each Seller's business in such jurisdiction, requires each Seller to be licensed or qualified to do business as a foreign corporation, in form and substance satisfactory each case dated as of a date not earlier than ten (10) Business Days prior to Buyerthe Closing Date; {W5977534.1} (t) to the extent that the Purchased Assets constitute all or substantially all of the assets of Sellers located in Rhode Island, a good standing certificate from the Rhode Island Division of Taxation dated as of a date not earlier than thirty (30) days prior to the Closing Date; (u) an executed counterpart of the Closing Statement; (v) payoff letters from the holders of any monetary Encumbrances which exist on any of the Purchased Assets; and (lw) all Such other documents documents, instruments, certificates, statements, estoppels, affidavits and items required other deliverables as are reasonably requested by this Agreement to be deliveredBuyer, Buyer’s lenders or caused to be delivered, by any Seller at Closingthe Title Company.