Common use of Closing Transactions Required of Seller Clause in Contracts

Closing Transactions Required of Seller. At the Closing, Seller shall cause all of the following to be delivered to Buyer: (a) Certificate and Articles of merger duly executed by the Surviving Corporation in accordance with the WVBCA and OGCL and in appropriate form for filing, respectively, with the Secretaries of State of West Virginia and Ohio. (b) The certificates of Seller contemplated by Sections 8.01(a) and (b) of this Agreement. (c) Copies of all resolutions adopted by the directors and the shareholders of Seller and WI Sub approving and adopting this Agreement and authorizing the consummation of the transactions described herein, accompanied by a certificate of the secretary or the assistant secretary of Seller, dated as of the Closing Date, and certifying (i) the date and manner of the adoption of each such resolution; and (ii) that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date. (d) The opinions of VSSP contemplated by Section 8.01(e) and 8.02(c) of this Agreement. ARTICLE TEN NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

Closing Transactions Required of Seller. At the Closing, Seller shall cause all of the following to be delivered to Buyer: (a) Certificate and Articles of merger duly executed by the Surviving Corporation in accordance with the WVBCA and OGCL DGCL and in appropriate form for filing, respectively, with the Secretaries of State of West Virginia and OhioDelaware. (b) The certificates of Seller contemplated by Sections 8.01(a) and (b) of this Agreement. (c) Copies of all resolutions adopted by the directors and the shareholders of Seller and WI Sub approving and adopting this Agreement and authorizing the consummation of the transactions described herein, accompanied by a certificate of the secretary or the assistant secretary of Seller, dated as of the Closing Date, and certifying (i) the date and manner of the adoption of each such resolution; and (ii) that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date. (d) The opinions of VSSP KMZR contemplated by Section 8.01(e) and 8.02(c) of this Agreement. ARTICLE TEN NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

Closing Transactions Required of Seller. At the Closing, Seller shall cause all of the following to be delivered to Buyer: (a) Certificate and Articles of merger duly executed by the Surviving Corporation Seller in accordance with the WVBCA and OGCL and in appropriate form for filing, respectively, with the Secretaries of State of West Virginia and Ohio. (b) The certificates of Seller contemplated by Sections 8.01(a) and (b) of this Agreement. (c) Copies of all resolutions adopted by the directors and the shareholders of Seller and WI Seller Sub approving and adopting this Agreement and authorizing the consummation of the transactions described hereinherein and taking such other actions as Buyer may reasonably request, accompanied by a certificate of the secretary or the assistant secretary of Seller, dated as of the Closing Date, and certifying (i) the date and manner of the adoption of each such resolution; and (ii) that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date. (d) The opinions of VSSP counsel to Seller contemplated by Section 8.01(e) and 8.02(c) 8.02 of this Agreement. ARTICLE TEN NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

Closing Transactions Required of Seller. At the Closing, Seller shall cause all of the following to be delivered to Buyer: (a) Certificate and Articles of merger duly executed by the Surviving Corporation Seller in accordance with the WVBCA and OGCL and in appropriate form for filing, respectively, with the Secretaries of State of West Virginia and Ohio. (b) The certificates of Seller contemplated by Sections 8.01(a) and (b) of this Agreement. (c) Copies of all resolutions adopted by the directors and the shareholders of Seller and WI Seller Sub approving and adopting this Agreement and authorizing the consummation of the transactions described hereinherein and taking such other actions as Buyer may reasonably request, accompanied by a certificate of the secretary or the assistant secretary of Seller, dated as of the Closing Date, and certifying (i) the date and manner of the adoption of each such resolution; and (ii) that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date. (d) The opinions of VSSP counsel to Seller contemplated by Section 8.01(e) and 8.02(c) 8.02 of this Agreement. ARTICLE TEN NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

Closing Transactions Required of Seller. At the Closing, Seller shall cause all of the following to be delivered to Buyer: (a) Certificate and Articles of merger duly executed by the Surviving Corporation in accordance with the WVBCA and OGCL DGCL and in appropriate form for filing, respectively, with the Secretaries of State of West Virginia and OhioDelaware. (b) The certificates of Seller contemplated by Sections 8.01(a) and (b) of this Agreement. (c) Copies of all resolutions adopted by the directors and the shareholders of Seller and WI Sub approving and adopting this Agreement and authorizing the consummation of the transactions described herein, accompanied by a certificate of the secretary or the assistant secretary of Seller, dated as of the Closing Date, and certifying (i) the date and manner of the adoption of each such resolution; and (ii) that each such resolution is in full force and effect, without amendment or repeal, as of the Closing Date. (d) The opinions of VSSP KMZR contemplated by Section 8.01(e) and 8.02(c) of this Agreement. ARTICLE TEN NON-SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS