Common use of Closing Items Clause in Contracts

Closing Items. Purchaser shall have received all of the following items: (a) (i) the Non-Competition Agreement duly executed by Seller and the Seller Principal in the form of Exhibit E attached hereto, that requires payment by Purchaser of consideration in the amount of Five Hundred Thousand Dollars ($500,000) (the “Non-Competition Agreement”); (ii) the Xxxx of Sale in the form of Exhibit F attached hereto, duly executed by Seller; (iii) all titles to any motor vehicles included in the Assets with assignments duly signed by Seller with any necessary acknowledgment; (iv) the Assignment and Assumption Agreement duly executed by Seller; (v) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (vi) the Assignment and Assumption of Lease, duly executed by Seller and the Xxxxxx Realty, LLC; (vii) the Assignment and Assumption of Warehouse Agreement, duly executed by Seller and Xxxxxx Realty, LLC, (viii) any and all consents required or contemplated by Section 8.5(e) and (ix) this Agreement duly executed by Seller; (b) evidence satisfactory to Purchaser to the effect that all outstanding Encumbrances covering any of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter, other than those relating to the Assumed Liabilities or the Permitted Encumbrances; (c) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this Agreement; and (d) all such other certificates and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested from Seller or the Seller Principal, including but not limited certification from the State of New Jersey and New York confirming receipt of Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Purchaser as to the amount of any Sales Tax Escrow Amount, which is to be included in the Escrow Amount pursuant to Section 2.3(b)(i) hereof.

Closing Items. Purchaser (a) At the Closing, the Selling Parties shall have received all of deliver, or cause to be delivered, the following items: (a1) Director and shareholder resolutions of Seller authorizing the transactions contemplated by this Agreement, and terminating Seller's 401(k) or SEP plan; (i2) Such assignments, bills of sale, certificates of title and sufficient instruments of conveyance and transfer as shall be effective in the Non-Competition Agreement duly executed opinion of Purchaser's counsel to vest in Purchaser good and valid title to the Assets, free and clear of all liens, charges, security interests, options, claims and encumbrances, except those obligations being specifically assumed by Seller Purchaser as set forth in Section 1.3 above and the Seller Principal security interest in the Assets created by the Security Agreement, substantially in the form attached hereto as EXHIBIT D, in favor of Exhibit E attached hereto, that requires payment by Purchaser of consideration in the amount of Five Hundred Thousand Dollars Seller; ($500,000) (the “Non-Competition Agreement”); (ii3) the Xxxx of Sale Employment and Noncompetition Agreement, executed by Shareholder in the form of Exhibit F attached heretohereto as EXHIBIT A (the "Employment Agreement"); (4) the Primis, duly Inc. Shareholders' Agreement, executed by Seller; (iii) all titles to any motor vehicles included the Shareholder substantially in the Assets with assignments duly signed by form attached hereto as EXHIBIT B (the "Shareholders' Agreement"); and (5) Articles of Amendment to Seller's (and each Affiliate of Seller's) Articles of Incorporation changing the name of Seller with (and any necessary acknowledgment; such Affiliates) to a name dissimilar to "E.T. Xxxxx & Associates, Inc.". (ivb) At the Closing, Purchaser shall deliver, or cause to be delivered, the following items: (1) that portion of the Purchase Price which is to be delivered at the Closing in the manner provided in Section 2.2; (2) the Assignment and Assumption Agreement duly executed by Seller; (v) the Escrow Shareholders' Agreement, duly executed by Seller and the Escrow Agent; Purchaser; (vi3) the Assignment and Assumption of Lease, duly executed by Seller and the Xxxxxx Realty, LLC; (vii) the Assignment and Assumption of Warehouse Employment Agreement, duly executed by Seller and Xxxxxx Realty, LLC, (viii) any and all consents required or contemplated by Section 8.5(e) and (ix) this Agreement duly executed by Seller; (b) evidence satisfactory to Purchaser to the effect that all outstanding Encumbrances covering any of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter, other than those relating to the Assumed Liabilities or the Permitted Encumbrances; (c) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this AgreementPurchaser; and (d4) all such other certificates the Promissory Note, Security Agreement and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested from Seller or the Seller PrincipalUCC-1 financing statement, including but not limited certification from the State of New Jersey and New York confirming receipt of duly executed by Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Purchaser as to the amount of any Sales Tax Escrow Amount, which is to be included in the Escrow Amount pursuant to Section 2.3(b)(i) hereof.

Closing Items. At the Closing, the parties shall make, execute, ------------- acknowledge and deliver, or cause to be delivered, the legal documents and other items necessary to carry out the intention of this Agreement and to convey valid and marketable title to the Property from Seller to Purchaser, which documents and other items shall include the following: a. Seller shall deliver duly executed, recordable, special warranty deeds conveying the Property to the Purchaser subject to the permitted exceptions described in attached Exhibit B (the "Deed"). b. Seller and Purchaser shall have received all deliver an assignment and assumption of the following items: (a) (i) the Non-Competition Agreement lessor's interest in lease duly executed by Seller and the Purchaser [in form and substance satisfactory to Purchaser]. c. Seller Principal shall deliver an assignment of intangible personal property duly executed by Seller [in form and substance satisfactory to Purchaser]. d. Seller shall deliver a xxxx of sale duly executed by Seller [, in form and substance satisfactory to Purchaser]. e. Seller shall cause to be issued to the Purchaser owner's policies of title insurance issued as of the Closing Date for the Property, in form of Exhibit E attached hereto, that requires payment by acceptable to Purchaser of consideration in the amount of Five Hundred Thousand Dollars ($500,000) 4,175,000 for the Tigard Industrial Park and $2,700,000 for 0000 Xxxxxxx Xxxx (the “Non-Competition Agreement”"Title Policy"); . f. Seller shall deliver possession at the Property of any books and records relating to the Property maintained by or for the Seller, including complete originals of all Leases, documents in tenant files, and Service Contracts. g. Seller shall deliver an affidavit from Seller, stating under penalty of perjury: (i) the Seller's United States Taxpayer Identification Number, (ii) that Seller is not a foreign person pursuant to section 1445(b)(2) of the Xxxx of Sale in the form of Exhibit F attached heretoCode, duly executed by Seller; and (iii) all titles that the transaction contemplated hereby does not require the Purchaser to any motor vehicles included in the Assets with assignments duly signed by Seller comply with any necessary acknowledgment; (iv) withholding or similar requirements under the Assignment and Assumption Agreement duly executed by Seller; (v) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (vi) the Assignment and Assumption of Lease, duly executed by Seller and the Xxxxxx Realty, LLC; (vii) the Assignment and Assumption of Warehouse Agreement, duly executed by Seller and Xxxxxx Realty, LLC, (viii) any and all consents required or contemplated by Section 8.5(e) and (ix) this Agreement duly executed by Seller; (b) evidence satisfactory to Purchaser to the effect that all outstanding Encumbrances covering any laws of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of state where the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter, other than those relating to the Assumed Liabilities or the Permitted Encumbrances; (c) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this Agreement; and (d) all such other certificates and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested from Seller or the Seller Principal, including but not limited certification from the State of New Jersey and New York confirming receipt of Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Purchaser as to the amount of any Sales Tax Escrow Amount, which Property is to be included in the Escrow Amount pursuant to Section 2.3(b)(i) hereoflocated.

Closing Items. At the Closing, the parties shall make, execute, ------------- acknowledge and deliver, or cause to be delivered, the legal documents and other items necessary to carry out the intention of this Agreement and to convey valid and marketable title to the Property from Seller to Purchaser, which documents and other items shall include the following: a. Seller shall deliver duly executed, recordable, special warranty deeds conveying the Property to the Purchaser subject to the permitted exceptions described in attached Exhibit B (the "Deed"). b. Seller and Purchaser shall have received all deliver an assignment and assumption of the following items: (a) (i) the Non-Competition Agreement lessor's interest in lease duly executed by Seller and the Purchaser [, in form and substance satisfactory to Purchaser]. c. Seller Principal shall deliver an assignment of intangible personal property duly executed by Seller [, in form and substance satisfactory to Purchaser]. d. Seller shall deliver a xxxx of sale duly executed by Seller [, in form and substance satisfactory to Purchaser]. e. Seller shall cause to be issued to the Purchaser owner's policies of title insurance issued as of the Closing Date for the Property, in form of Exhibit E attached hereto, that requires payment by acceptable to Purchaser of consideration in the amount of Five Hundred Thousand Dollars ($500,000) 1,800,000 for 0000 XX Xxxxxxx and $2,600,000 for the Xxxxxx Street Buildings (the “Non-Competition Agreement”"Title Policy"); . f. Seller shall deliver possession at the Property of any books and records relating to the Property maintained by or for the Seller, including complete originals of all Leases, documents in tenant files, and Service Contracts. g. Seller shall deliver an affidavit from Seller, stating under penalty of perjury: (i) the Seller's United States Taxpayer Identification Number, (ii) that Seller is not a foreign person pursuant to section 1445(b)(2) of the Xxxx of Sale in the form of Exhibit F attached heretoCode, duly executed by Seller; and (iii) all titles that the transaction contemplated hereby does not require the Purchaser to any motor vehicles included in the Assets with assignments duly signed by Seller comply with any necessary acknowledgment; (iv) withholding or similar requirements under the Assignment and Assumption Agreement duly executed by Seller; (v) the Escrow Agreement, duly executed by Seller and the Escrow Agent; (vi) the Assignment and Assumption of Lease, duly executed by Seller and the Xxxxxx Realty, LLC; (vii) the Assignment and Assumption of Warehouse Agreement, duly executed by Seller and Xxxxxx Realty, LLC, (viii) any and all consents required or contemplated by Section 8.5(e) and (ix) this Agreement duly executed by Seller; (b) evidence satisfactory to Purchaser to the effect that all outstanding Encumbrances covering any laws of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of state where the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter, other than those relating to the Assumed Liabilities or the Permitted Encumbrances; (c) true and correct copies of resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this Agreement; and (d) all such other certificates and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested from Seller or the Seller Principal, including but not limited certification from the State of New Jersey and New York confirming receipt of Purchaser’s notification of bulk sale in each of such state with each such states written certification instructing Seller and Purchaser as to the amount of any Sales Tax Escrow Amount, which Property is to be included in the Escrow Amount pursuant to Section 2.3(b)(i) hereoflocated.