Common use of Closing Deliveries of the Seller Group Clause in Contracts

Closing Deliveries of the Seller Group. At or prior to the Closing, the Seller Group shall deliver or cause to be delivered to the Parent and the Buyer each of the following agreements and other documents: (i) a xxxx of sale (the “Xxxx of Sale”) duly signed by the Company; (ii) copies of all consents referred to in Schedule 2.05 and Schedule 2.06; (iii) copies of the Organizational Documents, including all amendments thereto, of the Company certified by the Secretary of State or other appropriate official of the jurisdiction of organization, and (ii) certificates from the Secretary of State or other appropriate official of the respective jurisdictions of organization and in the jurisdictions to which it is qualified to do business to the effect that the Company is in good standing or subsisting in such jurisdictions; (iv) a certificate, dated the Closing Date, of the Secretary of the Company, setting forth the Organizational Documents and authorizing resolutions adopted by the Company’s managers and the Members with respect to the Transactions; (v) the Facility Lease, duly signed by the lessor and the termination of the Existing Leases, duly signed by the lessor thereunder; (vi) the Escrow Agreement, duly signed by the Seller Group; (vii) possession and/or control of all of the Acquired Books and Records; (viii) a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the none of the Members and the Company is a “foreign person” as defined in Section 1445 of the Code; (ix) evidence of the release and satisfaction of all Liens (other than Permitted Liens) on the Acquired Assets and Assigned Contracts; (x) Parent shall have received a certificate, duly executed by the Chief Executive Officer of the Company and the Members, certifying as to the matters set forth in Section 5.01(a), Section 5.01(b) and 5.01(c); (xi) the Stockholders Agreement, duly signed by the Members and the Company; (xii) certificates from each of the Company Employees who have delivered such certificates to the Company, instructing whether to have their respective vacation days accrual paid at the Closing or assumed by the Buyer, duly signed by each Company Employee; (xiii) evidence of the satisfactory resolution, in the sole discretion of the Parent, of any and all pending litigation between the Company and any of its officers, directors, members, mangers, or any of their respective Affiliates; (xiv) evidence of the backlog of the Company as of the Closing Date, to be delivered one (1) business day prior to the Closing; (xv) Tax Clearance Certificates of the Company in those states in which the Company is qualified to do business; (xvi) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Net Investment in Sales Type Leases in an amount not less than $2,220,606; (xvii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Rental and Route Equipment Assets in an amount not less than $547,106; (xviii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Fixed Assets in an amount not less than the amount represented on the 2017 Balance Sheet; and (xix) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer gross Rental and Route Assets in an amount not less than the amount represented on the 2017 Balance Sheet, and all customer agreements relating to such Rental and Route Assets are in full force and effect and constitute legal, valid and binding agreements of, enforceable in accordance with their terms against, the Company and the other party thereto.

Closing Deliveries of the Seller Group. At or prior to the Closing, the Seller Group shall deliver or cause to be delivered to the Parent and the Buyer each of the following agreements and other documents: (i) a xxxx the written resignations of sale each of the officers and directors of each of the Companies (the “Xxxx other than Productions) from every position as an officer or director of Sale”) duly signed by the Companyeach of such Companies; (ii) copies the opinion of all consents referred counsel to the Seller Group, addressed to the Parent and dated the Closing Date, in Schedule 2.05 form and Schedule 2.06substance reasonably satisfactory to the Parent; (iii) copies of the Organizational Documents, including all amendments thereto, of each of the Company Companies (other than Productions) certified by the Secretary of State or other appropriate official of the jurisdiction of organization, and (ii) certificates from the Secretary of State or other appropriate official of the respective jurisdictions of organization and in the jurisdictions to which it is qualified to do business to the effect that the Company each of such Companies is in good standing or subsisting in such jurisdictionsjurisdiction; (iv) a certificate, dated the Closing Date, Date and executed by each of the Secretary of Sellers, substantially in the Company, setting forth the Organizational Documents form and authorizing resolutions adopted by the Company’s managers and the Members with respect to the Transactionseffect of Exhibit 7.1(iv); (v) the Facility Leasepayoff letters, duly signed by the lessor lender and in customary form reasonably acceptable to the termination Parent, with respect to each item of Indebtedness of any of the Existing LeasesCompanies; (vi) copies of all consents referred to in Section 6.1(e) (or waivers in lieu thereof); (vii) certificates or other documents representing all of the Converted Companies Shares, in form and substance reasonably satisfactory to the Parent; (viii) evidence of the cancellation of the Affiliate amounts described in Section 5.6 hereof; (ix) the Employment Agreements, duly signed by each of the lessor thereunderemployees part thereto; (vix) the Escrow Agreement, duly signed by the Seller Group; (vii) possession and/or control of all of the Acquired Books and Records; (viii) a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the none of the Members and the Company is a “foreign person” as defined in Section 1445 of the Code; (ix) evidence of the release and satisfaction of all Liens (other than Permitted Liens) on the Acquired Assets and Assigned Contracts; (x) Parent shall have received a certificate, duly executed by the Chief Executive Officer of the Company and the Members, certifying as to the matters set forth in Section 5.01(a), Section 5.01(b) and 5.01(c)Sellers; (xi) the Stockholders Agreement, duly signed by resignations of the Members officers and directors of each of the CompanyCompanies; (xii) certificates from the Proxies, duly executed by each of the Company Employees who have delivered such certificates to the Company, instructing whether to have their respective vacation days accrual paid at the Closing or assumed by the Buyer, duly signed by each Company Employee;Sellers; and (xiii) evidence all of the satisfactory resolution, Books and Records described in Section 5.7 relating to the Companies in the sole discretion of the Parent, of any and all pending litigation between the Company and any of its officers, directors, members, mangers, or any of their respective Affiliates; (xiv) evidence of the backlog of the Company as of the Closing Date, to be delivered one (1) business day prior to Sellers’ possession at the Closing; (xv) Tax Clearance Certificates of the Company in those states in which the Company is qualified to do business; (xvi) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Net Investment in Sales Type Leases in an amount not less than $2,220,606; (xvii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Rental and Route Equipment Assets in an amount not less than $547,106; (xviii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Fixed Assets in an amount not less than the amount represented on the 2017 Balance Sheet; and (xix) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer gross Rental and Route Assets in an amount not less than the amount represented on the 2017 Balance Sheet, and all customer agreements relating to such Rental and Route Assets are in full force and effect and constitute legal, valid and binding agreements of, enforceable in accordance with their terms against, the Company and the other party thereto.

Closing Deliveries of the Seller Group. At or prior to the Closing, the Seller Group shall deliver or cause to be delivered to the Parent and the Buyer each of the following agreements and other documents: (i) a xxxx of sale (the “Xxxx of Sale”) and an assignment and assumption of the Assigned Contracts duly signed by the Company; (ii) copies of all consents referred to in Schedule 2.05 and Schedule 2.06; (iii) copies of the Organizational Documents, including all amendments thereto, of the Company certified by the Secretary of State or other appropriate official of the jurisdiction of organization, and (ii) certificates from the Secretary of State or other appropriate official of the respective jurisdictions of organization and in the jurisdictions to which it is qualified to do business to the effect that the Company is in good standing or subsisting in such jurisdictions; (iv) a certificate, dated the Closing Date, of the Secretary of the Company, setting forth the Organizational Documents and authorizing resolutions adopted by the Company’s managers board of directors and the Members Stockholders with respect to the Transactions; (v) the Facility Lease, duly signed by the lessor and the termination of the Existing LeasesLease, duly signed by the lessor thereunder; (vi) the Escrow Agreement, duly signed by the Seller Group; (vii) possession and/or control of all of the Acquired Books and Records; (viii) a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the none of the Members Stockholders and the Company is a “foreign person” as defined in Section 1445 of the Code; (ix) evidence of the release and satisfaction of all Liens (other than Permitted Liens) on the Acquired Assets and Assigned Contracts; (x) Parent shall have received a certificate, duly executed by the Chief Executive Officer of the Company and the Members, certifying as to the matters set forth in Section 5.01(a), Section 5.01(b) and 5.01(c); (xi) the Stockholders Agreement, duly signed by the Members and the Company; (xii) certificates from each of the Company Employees who have delivered such certificates to the Company, instructing whether to have their respective vacation days accrual paid at the Closing or assumed by the Buyer, duly signed by each Company Employee; (xiii) evidence of the satisfactory resolution, in the sole discretion of the Parent, of any and all pending litigation between the Company and any of its officers, directors, members, mangers, or any of their respective Affiliates; (xiv) evidence of the backlog of the Company as of the Closing Date, to be delivered one (1) business day prior to the Closing; (xv) Tax Clearance Certificates of the Company in those states in which the Company is qualified to do business; (xvi) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Net Investment in Sales Type Leases in an amount not less than $2,220,606; (xvii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Rental and Route Equipment Assets in an amount not less than $547,106; (xviii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Fixed Assets in an amount not less than the amount represented on the 2017 Balance Sheet; and (xix) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer gross Rental and Route Assets in an amount not less than the amount represented on the 2017 Balance Sheet, and all customer agreements relating to such Rental and Route Assets are in full force and effect and constitute legal, valid and binding agreements of, enforceable in accordance with their terms against, the Company and the other party thereto.

Closing Deliveries of the Seller Group. At or prior to the Closing, the Seller Group shall deliver or cause to be delivered to the Parent and the Buyer each of the following agreements and other documents: (i) a xxxx bxxx of sale (the “Xxxx Bxxx of Sale”) duly signed by the Company; (ii) copies of all consents referred to in Schedule 2.05 and Schedule 2.06; (iii) copies of the Organizational Documents, including all amendments thereto, of the Company certified by the Secretary of State or other appropriate official of the jurisdiction of organization, and (ii) certificates from the Secretary of State or other appropriate official of the respective jurisdictions of organization and in the jurisdictions to which it is qualified to do business to the effect that the Company is in good standing or subsisting in such jurisdictions; (iv) a certificate, dated the Closing Date, of the Secretary of the Company, setting forth the Organizational Documents and authorizing resolutions adopted by the Company’s managers Managers and the Members with respect to the Transactions; (v) [Reserved]; (vi) the Facility Lease, duly signed by the lessor and the termination of the Existing LeasesLease, duly signed by the lessor thereunder; (vivii) the Escrow Agreement, duly signed by the Seller Group; (viiviii) possession and/or control of all of the Acquired Books and Records; (viiiix) a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the none of the Members and the Company is a “foreign person” as defined in Section 1445 of the Code; (ixx) evidence of the release and satisfaction of all Liens (other than Permitted Liens) on the Acquired Assets and Assigned Contracts; (x) Parent shall have received a certificate, duly executed by the Chief Executive Officer of the Company and the Members, certifying as to the matters set forth in Section 5.01(a), Section 5.01(b) and 5.01(c); (xi) the Stockholders Agreement, duly signed by the Members and the Company; (xii) certificates from each of the Company Employees who have delivered such certificates to the Company, instructing whether to have their respective vacation days accrual paid at the Closing or assumed by the Buyer, duly signed by each Company Employee; (xiii) evidence of the satisfactory resolution, in the sole discretion of the Parent, of any and all pending litigation between the Company and any of its officers, directors, members, mangers, or any of their respective Affiliates; (xiv) evidence of the backlog of the Company as of the Closing Date, to be delivered one (1) business day prior to the Closing; (xv) Tax Clearance Certificates of the Company in those states in which the Company is qualified to do business; (xvi) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Net Investment in Sales Type Leases in an amount not less than $2,220,606; (xvii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Rental and Route Equipment Assets in an amount not less than $547,106; (xviii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Fixed Assets in an amount not less than the amount represented on the 2017 Balance Sheet; and (xix) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer gross Rental and Route Assets in an amount not less than the amount represented on the 2017 Balance Sheet, and all customer agreements relating to such Rental and Route Assets are in full force and effect and constitute legal, valid and binding agreements of, enforceable in accordance with their terms against, the Company and the other party thereto.

Closing Deliveries of the Seller Group. At or prior to the Closing, the Seller Group shall deliver or cause to be delivered to the Parent and the Buyer each of the following agreements and other documents: (i) a xxxx of sale (the “Xxxx of Sale”) duly signed by the Company; (ii) copies of all consents referred to in Schedule 2.05 and Schedule 2.06; (iii) copies of the Organizational Documents, including all amendments thereto, of the Company certified by the Secretary of State or other appropriate official of the jurisdiction of organization, and (ii) certificates from the Secretary of State or other appropriate official of the respective jurisdictions of organization and in the jurisdictions to which it is qualified to do business to the effect that the Company is in good standing or subsisting in such jurisdictions; (iv) a certificate, dated the Closing Date, of the Secretary of the Company, setting forth the Organizational Documents and authorizing resolutions adopted by the Company’s managers and the Members Partners with respect to the Transactions; (v) the Facility Lease, duly signed by the lessor and the termination of the Existing Leases, duly signed by the lessor thereunderReserved; (vi) the Escrow Agreement, duly signed by the Seller Group; (vii) possession and/or control of all of the Acquired Books and Records; (viii) a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the none of the Members Partners and the Company is a “foreign person” as defined in Section 1445 of the Code; (ix) evidence of the release and satisfaction of all Liens (other than Permitted Liens) on the Acquired Assets and Assigned Contracts; (x) Parent shall have received a certificate, duly executed by the Chief Executive Officer of the Company and the MembersPartners, certifying as to the matters set forth in Section 5.01(a), Section 5.01(b) and 5.01(c); (xi) the Stockholders Agreement, duly signed by the Members Partners and the Company; (xii) certificates from each of the Company Employees who have delivered such certificates to the Company, instructing whether to have their respective vacation days accrual paid at the Closing or assumed by the Buyer, duly signed by each Company EmployeeReserved; (xiii) evidence of the satisfactory resolution, in the sole discretion of the Parent, of any and all pending litigation between the Company and any of its officers, directors, members, mangerspartners, or any of their respective Affiliates; (xiv) evidence of the backlog of the Company as of the Closing Date, to be delivered one (1) business day prior to the Closing; (xv) Tax Clearance Certificates of the Company in those states in which the Company is qualified to do business; (xvi) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Net Investment in Sales Type Leases in an amount not less than $2,220,606623,115; (xvii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Rental and Route Equipment Assets in an amount not less than $547,1063,973; (xviii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Fixed Assets in an amount not less than the amount represented on the 2017 Balance Sheet; and (xix) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer gross Rental and Route Assets in an amount not less than the amount represented on the 2017 Balance Sheet, and all customer agreements relating to such Rental and Route Assets are in full force and effect and constitute legal, valid and binding agreements of, enforceable in accordance with their terms against, the Company and the other party thereto.

Closing Deliveries of the Seller Group. At or prior to the Closing, the Seller Group shall deliver or cause to be delivered to the Parent and the Buyer each of the following agreements and other documents: (i) a xxxx of sale (the “Xxxx of Sale”) duly signed by the Company; (ii) copies of all consents referred to in Schedule 2.05 and Schedule 2.06; (iii) copies of the Organizational Documents, including all amendments thereto, of the Company certified by the Secretary of State or other appropriate official of the jurisdiction of organization, and (ii) certificates from the Secretary of State or other appropriate official of the respective jurisdictions of organization and in the jurisdictions to which it is qualified to do business to the effect that the Company is in good standing or subsisting in such jurisdictions; (iv) a certificate, dated the Closing Date, of the Secretary of the Company, setting forth the Organizational Documents and authorizing resolutions adopted by the Company’s managers board of directors and the Members Stockholder with respect to the Transactions; (v) the Facility LeaseLeases, duly signed by the lessor and the termination of the Existing Leases, duly signed by the lessor thereunder; (vi) the Escrow Agreement, duly signed by the Seller Group; (vii) possession and/or control of all of the Acquired Books and Records; (viii) a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the none of the Members Stockholder and the Company is a “foreign person” as defined in Section 1445 of the Code; (ix) evidence of the release and satisfaction of all Liens (other than Permitted Liens) on the Acquired Assets and Assigned Contracts; (x) Parent shall have received a certificate, duly executed by the Chief Executive Officer of the Company and the MembersStockholder, certifying as to the matters set forth in Section 5.01(a), Section 5.01(b) and 5.01(c); (xi) the Stockholders Agreement, duly signed by the Members Stockholder and the Company; (xii) certificates from each of the Company Employees who have delivered such certificates to the Company, instructing whether to have their respective vacation days accrual paid at the Closing or assumed by the Buyer, duly signed by each Company Employee; (xiii) evidence of the satisfactory resolution, in the sole discretion of the Parent, of any and all pending litigation between the Company and any of its officers, directors, members, mangersStockholder, or any of their respective Affiliates;. (xiv) evidence of the backlog of the Company as of the Closing Date, to be delivered one (1) business day prior to the Closing;. (xv) Tax Clearance Certificates of the Company in those states in which the Company is qualified to do business; (xvi) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Net Investment in Sales Type Leases in an amount not less than $2,220,606; (xvii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Rental and Route Equipment Assets in an amount not less than $547,106; (xviii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Fixed Assets in an amount not less than the amount represented on the 2017 Balance Sheet; and (xix) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer gross Rental and Route Assets in an amount not less than the amount represented on the 2017 Balance Sheet, and all customer agreements relating to such Rental and Route Assets are in full force and effect and constitute legal, valid and binding agreements of, enforceable in accordance with their terms against, the Company and the other party thereto.

Closing Deliveries of the Seller Group. At or prior to the Closing, the Seller Group shall deliver or cause to be delivered to the Parent and the Buyer each of the following agreements and other documents: (i) a xxxx bxxx of sale (the “Xxxx Bxxx of Sale”) duly signed by the Company; (ii) copies of all consents referred to in Schedule 2.05 and Schedule 2.062.05; (iii) copies of the Organizational Documents, including all amendments thereto, of the Company certified by the Secretary of State or other appropriate official of the jurisdiction of organization, and (ii) certificates from the Secretary of State or other appropriate official of the respective jurisdictions of organization and in the jurisdictions to which it is qualified to do business to the effect that the Company is in good standing or subsisting in such jurisdictions; (iv) a certificate, dated the Closing Date, of the Secretary of the Company, setting forth the Organizational Documents and authorizing resolutions adopted by the Company’s managers director and the Members Stockholders with respect to the Transactions; (v) the Facility Lease, duly signed by the lessor and the termination of the Existing Leases, duly signed by the lessor thereunder; (vi) the Escrow Agreement, duly signed by the Seller Group; (vii) possession and/or control of all of the Acquired Books and Records; (viii) a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that the none of neither the Members and Stockholder nor the Company is a “foreign person” as defined in Section 1445 of the Code; (ix) evidence of the release and satisfaction of all Liens (other than Permitted Liens) on the Acquired Assets and Assigned Contracts; (x) Parent shall have received a certificate, duly executed by the Chief Executive Officer of the Company and the MembersSeller Group, certifying as to the matters set forth in Section 5.01(a), Section 5.01(b) and 5.01(c); (xi) the Stockholders Agreement, duly signed by the Members Stockholders and the Company; (xii) certificates from each of the Company Employees who have delivered such certificates to the Company, instructing whether to have their respective vacation days accrual paid at the Closing or assumed by the Buyer, duly signed by each Company Employee; (xiii) evidence of the satisfactory resolution, in the sole discretion of the Parent, of any and all pending litigation between the Company and any of its officers, directors, members, mangers, or any of their respective Affiliates; (xiv) evidence of the backlog of the Company as of the Closing Date, to be delivered one (1) business day prior to the Closing; (xv) Tax Clearance Certificates of the Company in those states in which the Company is qualified to do business;; and (xvi) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Net Investment in Sales Type Leases Transportation Equipment as set forth on the Closing Balance Sheet with a cost basis in an amount not less than $2,220,606; (xvii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Rental and Route Equipment Assets in an amount not less than $547,106; (xviii) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer Fixed Assets in an amount not less than the amount represented on the 2017 Balance Sheet; and (xix) evidence, satisfactory to the Parent, that the Company is transferring to the Buyer gross Rental and Route Assets in an amount not less than the amount represented on the 2017 Balance Sheet, and all customer agreements relating to such Rental and Route Assets are in full force and effect and constitute legal, valid and binding agreements of, enforceable in accordance with their terms against, the Company and the other party thereto700,000.