Common use of Closing Obligations of Seller Clause in Contracts

Closing Obligations of Seller. At the Closing, Seller shall deliver to Purchaser: (a) instruments of conveyance and transfer described in Section 2.6 executed by Seller; (b) the License Agreement executed by Seller; (c) the Non-Competition and Non-Solicitation Agreement executed by Seller; (d) the Lease executed by Seller together with an executed consent of Veteran Properties, L.L.C. thereto; (e) the Transition Services Agreement executed by Seller; (f) a legal opinion of Seller’s counsel in a form reasonably acceptable to Purchaser; (g) evidence satisfactory to Purchaser that Arvest Bank's Lien on the Assets will be released contemporaneously with Closing and that Purchaser has permission from Arvest Bank to file a UCC-3 amendment filing with the Tulsa County Clerk terminating Arvest Bank's Lien on the Assets; (h) a certificated dated as of the Closing Date, executed by the Seller’s corporate secretary in form and substance satisfactory to the Purchaser, certifying in each case as to the organizational documents of the Seller and the approval of the board of directors of the Seller approving the transactions contemplated by this Agreement and the documents to be entered into in connection with this Agreement; (i) a certificate, dated as of the Closing Date, executed by an authorized officer of the Seller in form and substance satisfactory to the Seller certifying in each case as to the fulfillment of its obligations under this Agreement and that the Representations and Warranties contained in this Agreement are true as of the Closing Date; (j) the Employment Agreements executed by the individuals set forth on Schedule 3.1 (i); and (k) such other certificates and documents as may be called for under this Agreement or as Purchaser may reasonably request.

Closing Obligations of Seller. At the Closing, Seller shall deliver to Purchaser: (a) instruments An assignment of conveyance the Membership Interests from Seller to Purchaser, free and transfer described clear of any and all Liens; (b) All certificates evidencing the Membership Interests, if any, free and clear of any and all Liens; (c) All stock certificates evidencing all outstanding shares of common stock of S&R Technical Services, Inc.; (d) Evidence, satisfactory to Purchaser in Section 2.6 its sole discretion, of releases of all Liens relating to the Closing Indebtedness outstanding and owing to Arvest Bank and the Closing Indebtedness outstanding and owing to The Xxxxxxxx Family Trust dated January 23, 1997; (e) Evidence, satisfactory to Purchaser in its sole discretion, of releases of any and all Liens relating to each Acquired Company's assets, including all Liens listed in section 4.8(a) of the Disclosure Schedule; (f) A certificate of the Manager or President, as applicable, of each Acquired Company (other than Houston Dynamics LLC) providing certified copies of (i) the current Organizational Documents of such Acquired Company, and (ii) a certificate of good standing from the relevant office in the state or country in which such Acquired Company was organized or formed, as applicable, dated not earlier than five Business Days prior to the Closing Date; (g) All of the minute books and records of each Acquired Company in the possession of Seller or any Acquired Company; (h) The Escrow Agreement duly executed by Seller; (bi) the License Agreement executed A consulting agreement by Seller; (c) the Non-Competition and Non-Solicitation Agreement executed by Seller; (d) the Lease between Purchaser and Seller Representative, duly executed by Seller together with an executed consent of Veteran Properties, L.L.C. thereto; (e) the Transition Services Agreement executed by Seller; (f) a legal opinion of Seller’s counsel in a form reasonably acceptable to Purchaser; (g) evidence satisfactory to Purchaser that Arvest Bank's Lien on the Assets will be released contemporaneously with Closing Representative and that Purchaser has permission from Arvest Bank to file a UCC-3 amendment filing with the Tulsa County Clerk terminating Arvest Bank's Lien on the Assets; (h) a certificated dated as of the Closing Date, executed by the Seller’s corporate secretary in form and substance satisfactory to Purchaser (the Purchaser, certifying in each case as to the organizational documents of the Seller and the approval of the board of directors of the Seller approving the transactions contemplated by this Agreement and the documents to be entered into in connection with this "Consulting Agreement"); (ij) a certificate, dated as Retention Agreements by and between the Company and each of the Closing Dateindividuals required by Purchaser in its sole discretion, duly executed by an authorized officer of the Seller each such individual, and each in form and substance satisfactory to the Seller certifying in each case as to the fulfillment of its obligations under this Agreement and that the Representations and Warranties contained in this Agreement are true as of the Closing DatePurchaser; (jk) The Joinder of Spouse described in Section 10.7; (l) All Third-Party consents listed in section 4.4 of the Employment Agreements executed Disclosure Schedule; (m) Evidence, satisfactory to Purchaser in its sole discretion, that the Company's 401(k) plan has been terminated by resolution of the individuals set forth on Schedule 3.1 (i)manager of the Company; and (kn) such Such other certificates and documents as may be called for under this Agreement or as Purchaser may shall reasonably request. (o) A letter agreement duly executed by Xxxx XxXxxxx in form and substance satisfactory to Purchaser, stating that such individual does not own any ownership or equity in, and has no claim to ownership or equity in, River Food Services, LLC.

Closing Obligations of Seller. At the Closing, Seller shall deliver to Purchasershall: (a) instruments execute and deliver to Buyer a bill xx sale in form and substance substantially in the form of conveyance Exhibit C attached hereto, conveying all of Seller's right, title and transfer described interest in Section 2.6 executed by Sellerthe Purchased Assets to Buyer; (b) deliver to Buyer a certified copy of the License Agreement executed articles of incorporation and bylaws of Seller and the resolutions duly adopted by Sellerthe board of directors of Seller authorizing and approving the execution and delivery by Seller of this Agreement, and the consummation by Seller of the transactions contemplated by this Agreement; (c) deliver to Buyer a certificate of existence issued by the Non-Competition and Non-Solicitation Agreement executed by SellerSecretary of State of the State of Georgia not earlier than 30 days prior to the Closing Date; (d) the Lease executed by Seller together deliver to Buyer all such certified resolutions, certificates, documents or instruments with an executed consent of Veteran Properties, L.L.C. theretorespect to Seller's corporate existence and authority as Buyer's counsel may have reasonably requested prior to Closing; (e) deliver to Buyer all original executed copies of consents, approvals, waivers and lien releases (including UCC-3 termination statements) from third parties, if any, necessary to evidence the Transition Services Agreement executed by transfer of all of Seller;'s right, title and interest in the Purchased Assets to Buyer free and clear of all mortgages, liens, encumbrances, equities, claims and obligations to other persons of every kind and character; and (f) a legal opinion of Seller’s counsel in a form reasonably acceptable deliver to Purchaser; (g) evidence satisfactory to Purchaser that Arvest Bank's Lien on the Assets will be released contemporaneously with Closing and that Purchaser has permission from Arvest Bank to file a UCC-3 amendment filing with the Tulsa County Clerk terminating Arvest Bank's Lien on the Assets; (h) a certificated Buyer an opinion, dated as of the Closing Date, executed by the from Smitx, Xxmbxxxx & Xussxxx, X.L.P., counsel for Seller’s corporate secretary , in form and substance satisfactory to the Purchaser, certifying in each case as to the organizational documents of the Seller Buyer and the approval of the board of directors of the Seller approving the transactions contemplated by this Agreement and the documents to be entered into in connection with this Agreement; (i) a certificate, dated as of the Closing Date, executed by an authorized officer of the Seller in form and substance satisfactory to the Seller certifying in each case as to the fulfillment of its obligations under this Agreement and that the Representations and Warranties contained in this Agreement are true as of the Closing Date; (j) the Employment Agreements executed by the individuals set forth on Schedule 3.1 (i); and (k) such other certificates and documents as may be called for under this Agreement or as Purchaser may reasonably requestcounsel.