Common use of Deliveries at Closing by Seller Clause in Contracts

Deliveries at Closing by Seller. On the Closing Date, Seller shall deliver (or cause delivery) to Purchaser all of the following: (a) the Conveyance Documents; (b) Seller's Officer's Certificate; (c) a certified copy of the resolutions adopted by Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement; (d) a certificate of good standing of Seller from the Florida Secretary of State; (e) an incumbency certificate of Seller; (f) the books and records of Seller's business, other than those which constitute Excluded Assets pursuant to the terms of this Agreement or those relating to an Excluded Obligation; (g) an affidavit of Seller stating that, effective as of the Closing Date, Seller will no longer use the name "Health & Nutrition Systems International, Inc." for any purpose and that, effective as of the Closing Date, Seller relinquishes the exclusive use of that name to Purchaser for Purchaser's sole use and benefit; (h) evidence reasonably satisfactory to Purchaser that Purchaser has been named as an additional named insured and loss payee on all of the Seller's insurance policies listed on Schedule 5.11 (a) hereto; and (i) such other documents as Seller or its counsel may reasonably request.

Deliveries at Closing by Seller. On the Closing Date, Seller shall deliver (or cause delivery) to Purchaser all of the following: (a) the Conveyance Documents; (b) Seller's Officer's Certificate; (c) a certified copy of the resolutions adopted by Seller's Special Committee of the Board of Directors authorizing authorizing (i) the appointment of James Brown as Interim Chief Executive Officer, (ii) the execution, delivery and performance delxxxxx xxx xerformance of this Agreement and (iii) the consummation of all of the transactions contemplated by this Agreement; (d) a certificate of good standing of Seller from the Florida Secretary of State; (e) an incumbency certificate of Seller; (f) the books and records of Seller's businessthe Business, other than those which constitute Excluded Assets pursuant to the terms of this Agreement or those relating to an Excluded ObligationAgreement; (g) the Opinion of Seller's Counsel in accordance with Section 7.7. hereof; (h) an affidavit of Seller stating that, effective as of the Closing Date, Seller will no longer use the name "Health & Nutrition Systems International, Inc." for any purpose and that, effective as of the Closing Date, Seller relinquishes the exclusive use of that name to Purchaser for Purchaser's sole use and benefit; (h) evidence reasonably satisfactory to Purchaser that Purchaser has been named as an additional named insured and loss payee on all of the Seller's insurance policies listed on Schedule 5.11 (a) hereto; and (i) such other documents as Seller Purchaser or its counsel may reasonably request.

Deliveries at Closing by Seller. On the Closing Date, Seller shall deliver (or cause delivery) to Purchaser all of the following: (a) the Conveyance Documents; (b) Seller's Officer's Certificate; (c) a certified copy of the resolutions adopted by Seller's Special Committee of the Board of Directors authorizing authorizing (i) the appointment of James Brown as Interim Chief Executive Officer, (ii) the execution, delivery and dxxxxxxx xxx performance of this Agreement and (iii) the consummation of all of the transactions contemplated by this Agreement; (d) a certificate of good standing of Seller from the Florida Secretary of State; (e) an incumbency certificate of Seller; (f) the books and records of Seller's businessthe Business, other than those which constitute Excluded Assets pursuant to the terms of this Agreement or those relating to an Excluded ObligationAgreement; (g) the Opinion of Seller's Counsel in accordance with Section 7.7. hereof; (h) an affidavit of Seller stating that, effective as of the Closing Date, Seller will no longer use the name "Health & Nutrition Systems International, Inc." for any purpose and that, effective as of the Closing Date, Seller relinquishes the exclusive use of that name to Purchaser for Purchaser's sole use and benefit; (h) evidence reasonably satisfactory to Purchaser that Purchaser has been named as an additional named insured and loss payee on all of the Seller's insurance policies listed on Schedule 5.11 (a) hereto; and (i) such other documents as Seller Purchaser or its counsel may reasonably request.