Closing Deliveries by the Company and the Seller. At the Closing, the Company and the Seller shall deliver or cause to be delivered to Purchaser: (a) all of the stock certificates evidencing the Shares (if certificated) and transfer powers duly executed in blank evidencing the transfer of the Shares to Purchaser, in the form attached hereto as Exhibit C; (b) all of the stock certificates evidencing the Shares (if certificated) and transfer powers duly executed in blank evidencing the Contribution and the transfer of the Shares to the Seller pursuant to the Contribution Agreement; (c) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Company, of the resolutions duly and validly adopted by the Company’s board of directors (the “Company Board”) evidencing its authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby; (d) a certificate of the Secretary or an Assistant Secretary of the Company certifying the names and signatures of the officers of the Company authorized to sign this Agreement and the other documents to be delivered hereunder and thereunder; (e) a copy of (i) the articles of organization, as amended, of the Company, certified by the Virginia State Corporation Commission, as of a date not earlier than ten (10) Business Days prior to the Closing and accompanied by a certificate of the Secretary or Assistant Secretary of the Company, dated as of the Closing, stating that no amendments have been made to the articles of incorporation since such date, and (ii) the operating agreement of the Company, certified by the Secretary or Assistant Secretary of the Company;
Closing Deliveries by the Company and the Seller. At the Closing, the Seller and/or the Company shall deliver to Buyer the following items:
