Common use of Closing Documentation Clause in Contracts

Closing Documentation. The Sellers shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) payment of the Purchase Price pursuant to Section 1.2 hereof; (c) an opinion of Parker, Poe, Adams & Bernstein L.L.P., counsel for the Buyer, dated as of the Clxxxxx Daxx xxx xxdressed to the Sellers, reasonably acceptable in form and substance to Sellers' counsel; (d) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such State; (e) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (f) a certificate of the Secretary or an Assistant Secretary of the Buyer as to (i) the bylaws of the Buyer, (ii) the resolutions of the Buyer's Board of Directors authorizing this Agreement and the transactions contemplated hereby, and (iii) the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and (g) such other instruments and documents as the Sellers shall reasonably request not inconsistent with the provisions hereof.

Closing Documentation. The Sellers shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) payment of the Purchase Price pursuant to Section 1.2 hereof; (c) an opinion of Parker, Poe, Adams Xxxxx & Bernstein Xxxxxxxxx L.L.P., counsel for the Buyer, dated as of the Clxxxxx Daxx xxx xxdressed Closing Date and addressed to the Sellers, reasonably acceptable in the form of Exhibit H annexed hereto; and (d) such resolutions of the Buyer, as sole shareholder of the Corporation, and substance to Sellers' counselthe directors of the Corporation electing directors and appointing officers, respectively, of the Corporation, effective upon the Closing; (de) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such Statestate; (ef) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (fg) a certificate evidence, reasonably satisfactory to the Sellers, of the Secretary or an Assistant Secretary of the Buyer as to (i) the bylaws of the Buyer, (ii) the resolutions of the Buyer's Board of Directors authorizing this Agreement and the transactions contemplated hereby, and (iii) the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and (gh) such other instruments and documents as the Sellers shall reasonably request not inconsistent with the provisions hereof.

Closing Documentation. The Sellers shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) payment of the Purchase Price pursuant to Section 1.2 hereof; (c) an opinion of Parker, Poe, Adams Xxxxx & Bernstein Xxxxxxxxx L.L.P., counsel for the Buyer, dated as of the Clxxxxx Daxx xxx xxdressed Closing Date and addressed to the Sellers, reasonably acceptable in form and substance reasonably acceptable to the Sellers' counsel; (d) such resolutions of the Buyer, as sole shareholder of the Corporation, and the directors of the Corporation electing directors and appointing officers, respectively, of the Corporation, effective upon the Closing; (e) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such Statestate; (ef) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (fg) a certificate evidence, reasonably satisfactory to the Sellers, of the Secretary or an Assistant Secretary of the Buyer as to (i) the bylaws of the Buyer, (ii) the resolutions of the Buyer's Board of Directors authorizing this Agreement and the transactions contemplated hereby, and (iii) the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and (gh) such other instruments and documents as the Sellers shall reasonably request not inconsistent with the provisions hereof.

Closing Documentation. The Sellers Seller shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) payment of the Purchase Price pursuant to Section 1.2 hereof; (c) an opinion of Parker, Poe, Adams Xxxxx & Bernstein Xxxxxxxxx L.L.P., counsel for the Buyer, dated as of the Clxxxxx Daxx xxx xxdressed Closing Date and addressed to the SellersSeller, reasonably acceptable in form and substance reasonably satisfactory to Sellers' the Seller and his counsel; (c) such resolutions of the Buyer, as sole shareholder of the Corporation, and the directors of the Corporation electing directors and appointing officers, respectively, of the Corporation, effective upon the Closing; (d) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such Statestate; (e) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (f) a certificate evidence, reasonably satisfactory to the Seller, of the Secretary or an Assistant Secretary of the Buyer as to (i) the bylaws of the Buyer, (ii) the resolutions of the Buyer's Board of Directors authorizing this Agreement and the transactions contemplated hereby, and (iii) the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and (g) such other instruments and documents as the Sellers Seller shall reasonably request not inconsistent with the provisions hereof.

Closing Documentation. The Sellers shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof8.2; (b) payment of the Purchase Price pursuant to Section 1.2 hereof; (c) an opinion of Parker, Poe, Adams & Bernstein L.L.P., counsel for the Buyerxxxxxel xxx xxx Xuyer, dated as of the Clxxxxx Daxx xxx xxdressed Closing Date and addressed to the Sellers, reasonably acceptable in form and substance with respect to Sellers' counselthe matters identified on Exhibit 8.3(b); (dc) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such State; (e1) certificates dated as of a recent date from the Secretary of State of the State of the Sub's organization to the effect that the Sub is duly incorporated and in good standing in such State; (d) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (fe) a certificate evidence, reasonably satisfactory to the Sellers, of the Secretary or an Assistant Secretary of the Buyer as to (i) the bylaws of the Buyer, (ii) the resolutions of the Buyer's Board of Directors authorizing this Agreement and the transactions contemplated hereby, and (iii) the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and; (gf) such other instruments and documents as the Sellers shall reasonably request not inconsistent with the provisions hereof; and (g) a copy of the Sub's Articles of Incorporation including all amendments thereby certified by the Secretary of State of the State of Maryland.

Closing Documentation. The Sellers Seller shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) payment of the Purchase Price pursuant to Section 1.2 hereof; (c) an opinion of Parker, Poe, Adams & Bernstein L.L.P., counsel for the Buyer, dated as of the Clxxxxx Daxx Closixx Xxte xxx xxdressed xxxxxssed to the SellersSeller, reasonably acceptable in form and substance reasonably satisfactory to Sellers' the Seller and his counsel; (dc) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such State; (d) certificates dated as of a recent date from the Secretary of State of the State of North Carolina to the effect that the Subs are duly incorporated and in good standing in such State; (e) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (f) a certificate evidence, reasonably satisfactory to the Seller, of the Secretary or an Assistant Secretary of the Buyer as to (i) the bylaws of the Buyer, (ii) the resolutions of the Buyer's Board of Directors authorizing this Agreement and the transactions contemplated hereby, and (iii) the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and (g) such other instruments and documents as the Sellers Seller shall reasonably request not inconsistent with the provisions hereof.