Deliveries by Seller and Parent Sample Clauses

Deliveries by Seller and Parent. On the Measurement Date (to be held in escrow and not to be released or deemed to have been delivered to the applicable Buyer until the applicable Closing) or the date of any Subsequent Closing, as applicable and except as specified below, Seller will deliver or cause to be delivered to the applicable Buyer or the Escrow Agent, as applicable (unless delivered previously or waived in writing by such Buyer) the following items or documents, each of which shall be duly executed as appropriate by its duly authorized representatives, as necessary: (a) a Xxxx of Sale, dated as of the applicable Closing Date, signed by Seller transferring legal and valid title to the personal property included in the Purchased Assets to be sold to the applicable Buyer at the applicable Closing, substantially in the form of Exhibit B; (b) original counterparts signed by Seller and/or Parent, as applicable, of an Assignment and Assumption Agreement, substantially in the form of Exhibit C, dated as of the applicable Closing Date, effecting the assignment to and assumption by the applicable Buyer of the Assigned Leases, the In-Store Subleases and any other Assigned Contracts that such Buyer expressly elects to assume with respect to the Stores to be transferred at the applicable Closing under this Agreement; (c) at the Measurement Date, an original counterpart signed by Parent of an Intellectual Property Assignment, dated as of the Transition Date, transferring all of Parent’s right, title and interest in and to the Trade Name to SVU, substantially in the form of Exhibit D; (d) original counterparts signed by Seller or Parent, as applicable, of a sublease agreement, dated as of the applicable Closing Date, in respect of each Primary Lease on a Store to be transferred at the applicable Closing, substantially in the form of Exhibit E, pursuant to which, Seller will sublease to SVU the real property subject to those Primary Leases from the applicable Closing until the applicable Sublease Termination Date (the “Subleases”); (i) a fully executed Landlord Estoppel Certificate or Seller Estoppel Certificate for each Lease, as applicable and (ii) a fully executed Seller Estoppel Certificate for each In-Store Sublease, in each case dated as of the applicable Closing Date; (f) the compliance certificates referred to in Section 8.3; (g) a certification of non-foreign status duly executed by Seller or Parent, as applicable, dated as of the applicable Closing Date and satisfying the requirements ...
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Deliveries by Seller and Parent. At or prior to Closing, Seller and Parent shall have delivered or caused to be delivered the following to J&J:
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Deliveries by Seller and Parent. At the Closing, Seller and Parent shall deliver to Buyer the following: (a) the xxxx of sale and assignment and assumption agreement, substantially in the form attached as Exhibit B, duly executed by Seller and Parent; (b) the trademark license agreement, substantially in the form attached as Exhibit C (the “License Agreement”), duly executed by Seller and Parent; (c) the shared services agreement, substantially in the form attached as Exhibit D (the “Shared Services Agreement”), duly executed by Parent; (d) true, complete and correct copies of all consents set forth on Schedule 4.04, to the extent not waived in writing by Buyer; (e) the patent assignments, substantially in the form attached as Exhibit E, in recordable form and duly executed by Seller or Parent, as applicable; (f) the domain name assignment, substantially in the form attached as Exhibit F, in recordable form and duly executed by Seller or Parent, as applicable; (g) the trademark assignments, substantially in the form attached as Exhibit G, in recordable form and duly executed by Seller or Parent, as applicable; (h) the patent and know-how license agreement, substantially in the form attached as Exhibit H (the “Patent License”), duly executed by Seller or Parent, as applicable; (i) a copy of a certificate of the Secretary of State of the jurisdiction of incorporation of each of Seller and Parent, dated on or about the Closing Date, certifying that such Person is duly organized and in good standing or presently subsisting under the Laws of the State of the jurisdiction of its incorporation; (j) a certificate, dated the Closing Date, executed by the Secretary or Assistant Secretary of each of Seller and Parent, certifying the incumbency of each officer executing this Agreement or any other documents and instruments to be executed and delivered pursuant hereto on behalf of such Person, and attached to which are copies of all resolutions of the board of directors of Seller and Parent and the stockholder of Seller authorizing the transactions contemplated hereby or otherwise relating to this Agreement and the transactions contemplated hereby, certified as being in full force and effect on the Closing Date; (k) releases (in recordable forms), pay-off letters and UCC-3 termination statements (in recordable form) from any Person having an Encumbrance on any Acquired Assets, or such other evidence of termination of such Encumbrance as is acceptable to Buyer; (l) all documents and certificates, in fo...
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Deliveries by Seller and Parent. At the Closing, Seller and Parent shall deliver to Buyer, all duly executed: (a) subject to Section 3.8, a North Carolina special warranty deed (the "Deed") conveying to Buyer good and marketable fee simple title to the Land subject only to the Permitted Exceptions (hereinafter defined) or, if Leased Land, an assignment of all of Seller's rights, title and interest under any Real Estate Lease for the Land, containing the consent of the landlord if required, and estoppel language reasonably satisfactory to Buyer (the "Assignment, Assumption and Consent to Leased Land"), and a memorandum of lease in recordable form as Buyer reasonably deems appropriate; (b) subject to Section 3.8, the Title Policy provided for below; (c) subject to Section 3.8, the Survey provided for below; (d) a General Conveyance, Assignment and Bill of Sale in form and substance reasonably satisfactory to Buyer, cxxxxying, selling, transferring and assigning to Buyer all of the Assets (other than the Land and Leased Land) (the "Bill of Sale"); (e) a sworn affidavit stating, under penalty xx perjury, that Seller is not a "foreign person" as defined under the Internal Revenue Code of 1986, as amended ("Code") or other appropriate evidence that Buyer is not required to withhold taxes under Section 1445(a) of the Code; (f) certified copies of resolutions of the board of directors of Seller authorizing the execution of this Agreement, the sale of the Assets to Buyer, and the consummation of the transactions contemplated herein, along with an incumbency certificate of Seller; (g) evidence of the payment in full of all debts, judgments, liens, financing statements or deeds of trust encumbering the Assets, and releases and satisfactions thereof, excluding any obligations under any operating leases for any of the Assets; (h) a non-solicitation agreement in the form attached as Exhibit B (the "Non-Solicitation Agreement"); (i) the National Account Subcontract Agreements (as defined in Section 5.6); and (j) such other separate documents or instruments of sale, assignment, or transfer reasonably required by Buyer or the Title Company to consummate the transactions contemplated by this Agreement, including titles and registrations for the Rolling Stock and the release or termination of security interests held by lenders and/or creditors of Parent and/or Seller or letters from such lenders and/or creditors, in form and substance satisfactory to Buyer, in its sole discretion, that such lenders and/or c...
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Deliveries by Seller and Parent. At the Closing, Seller and Parent shall deliver to Buyer, all duly executed: (a) the Company Stock as required by Section 1.1 hereof.
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Deliveries by Seller and Parent. Subject to fulfillment or waiver of the conditions set forth in ARTICLE X, at Closing Seller and Parent, as the case may be, shall deliver to Buyer all the following: (a) The Instrument of Assignment duly executed by Seller; (b) Such other bills of sale, assignments, deeds, certificates of title or origin and other instruments of transfer or conveyance duly executed by Seller, as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer; (c) All consents, waivers or approvals obtained by Seller with respect to the Purchased Assets or the consummation of the transactions contemplated by this Agreement; (d) The certificate contemplated by SECTION 9.1, duly executed by the President or any Vice President of Seller and Parent, respectively; and (e) The certified copies of resolutions contemplated by SECTION 9.
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Deliveries by Seller and Parent. At the Closing, Seller and Parent shall deliver to Buyer (duly executed where appropriate):
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Deliveries by Seller and Parent. At the Closing, Seller and Parent shall deliver to Purchaser the following: (a) The Assignment and Assumption Agreement duly executed by Seller and Parent and a confirmatory assignment duly executed by the parties thereto; (b) A bill xx sale in the form set forth in Exhibit B duly executed by Seller and Parent and a confirmatory assignment duly executed by the parties thereto; (c) A general warranty deed or deeds (subject only to the applicable Permitted Exceptions) conveying the Real Property; (d) Originals of, and duly executed assignments of (to the extent that such assignment is not made pursuant to subsection (a)), all of the Acquired Contracts and Permits;
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Related to Deliveries by Seller and Parent

  • Closing Deliveries by Seller At the Closing, Seller shall deliver to Buyer, in each case in form and substance reasonably satisfactory to Buyer: (a) all such instruments of sale, assignment, conveyance and transfer, as the parties agree are customary and reasonably necessary to assign and transfer the Shares to Buyer; (b) a certificate, dated the Closing Date, executed by Seller, as required by Section 7.01; (c) a certificate, duly completed and executed by Seller pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code, and a validly completed and duly executed IRS Form W-9 from each Person receiving funds pursuant to Section 2.02(b); (d) a certificate of the Secretary of the Company, dated the Closing Date, as to (i) the good standing of the Company in its jurisdiction of organization; (ii) the completeness and lack of amendments to the Organizational Documents; and (iii) the effectiveness of any resolutions of such Company passed in connection with this Agreement and the transactions contemplated hereby; (e) the written consents of the third Persons, as set forth on Section 3.02(e) of the Disclosure Schedule, with respect to the change of control of the Company that will occur upon the consummation of the transactions contemplated by this Agreement and/or any deemed assignment of any Contract that will result therefrom (and all such consents and waivers shall be in full force and effect); (f) payoff letters for the Repaid Indebtedness to the effect that, upon receipt of payment under such payoff letters, the lender shall have been paid in full for such Repaid Indebtedness and any Liens relating thereto shall be released; (g) resignations, effective as of the Closing Date, of the directors and officers of the Company, as requested by Buyer at least three (3) Business Days prior to the Closing; (h) the organizational record books, minute books and company seal of Company; (i) a release in the form of Exhibit A, effective as of the Closing Date, duly executed by Seller; (j) a certificate, dated the Closing Date, executed by Seller, setting forth (i) the aggregate balances of cash and cash-equivalents of the Company as of the Closing after the Estimated Pre-Closing Tax Obligation has been determined (the “Retained Cash”), and (ii) the aggregate balance of the Repurchase Reserve; and (k) all other documents required to be entered into by Seller pursuant to this Agreement or reasonably requested by Buyer to convey the Shares or to otherwise consummate the transactions contemplated by this Agreement.

  • Deliveries by Sellers At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

  • Deliveries by Seller At the Closing, Seller shall deliver to Purchaser: (a) a xxxx of sale in the form of Exhibit A hereto, duly executed by the Sellers, as applicable; (b) an assignment and assumption agreement in the form attached hereto as Exhibit B hereto, duly executed by the Sellers, as applicable; (c) an assignment and assumption of lease for each Leased Real Property in the form attached to this Agreement as Exhibit C, with such modifications as are necessary to properly describe such Leased Real Property (collectively, the “Lease Assignments”), duly executed by the applicable Sellers that holds the leasehold interest in such Leased Real Property; (d) duly executed assignments of (i) the Patents and Trademarks, if any, in forms suitable for recording in the United States Patent and Trademark Office, and (ii) duly executed assignments of the copyright registrations and applications for copyright registration owned by Sellers that are included in Purchased Intellectual Property (if applicable); (e) the officer’s certificate required to be delivered pursuant to Sections 10.1(a) and 10.1(b); (f) a copy of all orders of the Bankruptcy Court pertaining to the transactions contemplated herein, including the Confirmation Order; (g) a certificate duly executed by an officer of the Seller certifying that as of the Closing Date no appeal of or motion for stay, reargument, rehearing or reconsideration with respect to the Confirmation Order has been served on the Debtor or, based solely on a review of the online docket of the Chapter 11 Cases, has been filed; (h) all consents or notices of third parties obtained or given by Sellers as of the Closing Date to the transfer of the Purchased Assets, if any; and (i) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser and to allow the Purchaser to operate properties in which the Seller is currently operating.

  • Closing Deliveries by Purchaser At the Closing on the Closing Date the Purchaser shall deliver to the Seller. (a) The Closing Payment to be delivered by the Purchaser pursuant to Section 3.03(a) of this Agreement; (b) The Supply Agreements duly executed by Purchaser (or its appropriate Affiliates as set forth on Exhibits D-1, D-2, D-3 and D-4); (x) The Transition Services Agreement duly executed by Purchaser (or its appropriate Affiliate as set forth on Exhibit E); (d) Certified copies of the Purchaser's articles of incorporation and all amendments thereto, certified by the Secretary of State of the State of North Carolina as of date not more than ten Business Day prior to the Closing Date; (e) Certified copies of minutes or unanimous written consents of the Board of Directors of the Purchaser approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement; (f) A Certificate, dated the Closing Date, executed by the appropriate officer of the Purchaser, required by Section 11.02 of this Agreement; (g) An agreement executed by the Purchaser reflecting the assumption of the liabilities set forth in Section 3.06(a) of this Agreement, in the form attached hereto as Exhibit G; and (h) Such other documents as the Seller or its counsel may reasonably request to carry out the purposes of this Agreement, including, but not limited to, the documents to be delivered pursuant to Article XI of this Agreement.

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (a) The Initial Purchase Price in accordance with Section 3.3.(a); (b) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII; (c) The Porcine Substance Supply Agreement, duly executed by Buyer; (d) The IB Supply Agreement, duly executed by Buyer; (e) The IB Technology Transfer Agreement, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.

  • Closing Deliveries by the Company At the Closing, the Company shall deliver or cause to be delivered to the Purchaser: (a) newly issued certificate(s) for 4,500,000 shares of the Series B Preferred Stock, issued to and registered in the name of the Purchaser and evidencing the Series B Preferred Stock being purchased hereunder; (b) a receipt for the Purchase Price; (c) a true and complete copy, certified by the Secretary of the Company, of the resolutions duly and validly adopted by the Board evidencing (i) its authorization of the execution and delivery of this Agreement and the consummation of the Transactions (including the entering into the Warrant Agreement and the Registration Rights Agreement) and the filing of the Certificate of Amendment with the Secretary of State of the State of Delaware and the issuance of the New Securities, and (ii) the Amended and Restated By-laws; (d) a copy of (i) the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as of a date not earlier than five Business Days prior to the Closing Date and accompanied by a certificate of the Secretary or Assistant Secretary or other authorized officer of the Company, dated as of the Closing Date, stating that no amendments, other 15 than the filing of the Certificate of Amendment, have been made to such Certificate of Incorporation since such date, and (ii) the By-laws, certified by the Secretary or Assistant Secretary of the Company; (e) a good standing certificate for the Company from the Secretary of State of the State of Delaware dated as of a date not earlier than five Business Days prior to the Closing Date; (f) a duly executed Warrant Agreement and a duly executed Warrant Certificate (as such term is defined in the Warrant Agreement), representing the Warrants and issued to the Purchaser; (g) a duly executed Registration Rights Agreement; (h) evidence of the termination of the Voting Agreement satisfactory to the Purchaser; (i) executed Employment Agreements and Consulting Agreements; (j) a duly executed amendment to the 2003 Stock Option Plan of the Company with respect to the Options Grant and evidence, satisfactory to the Purchaser, that the Options Grant has been made; (k) duly executed Stock Option Agreements between the Company and Xxxxxx Xxxxxx, Xxxxxx Xxxxxx-Xxxxx, Xxxxxxx Xxxxxxx and Xx. Xxx Xxxxx Xxxxxxx; (l) a legal opinion from the Company's U.S. counsel with respect to such matters as set forth in Exhibit G attached to this Agreement; (m) a legal opinion from the Company's Russian counsel with respect to such matters as set forth in Exhibit H attached to this Agreement; (n) duly executed resignations of Xxxxx Xxxxxxx, Xxxxxx XxXxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxx Vladislavlev and Xxxxxxx X. Xxxxx from the Board; and (o) an officer's certificate of the Chief Executive Officer and Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Sections 6.03(a) and (e) hereof.

  • Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

  • Seller Closing Deliveries Seller shall deliver the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

  • Closing Deliveries by the Seller At the Closing, the Seller shall deliver or cause to be delivered to the Purchaser: (a) the bring-down certificates referred to in Sections 3.5(a) and 3.5(b); (b) a certificate signed by a senior officer of the Seller certifying (i) the articles and by-laws of the Seller, (ii) the resolution of the Seller's directors approving the subject matter of this Agreement and (iii) the signatures of the persons authorized to sign this Agreement and/or any of the documents contemplated herein on behalf of the Seller and certifying the genuineness of such signatures; (c) a certificate of status (or equivalent) for the Seller issued within two (2) days prior to the Closing; (d) all deeds, assignments, bills of sale and other conveyancing documents required to be executed and delivered by Seller or a Subsidiary of the Seller to transfer the various categories of Purchased Assets described in Section 2.1 and for the Purchaser to assume the Assumed Liabilities; (e) a duly executed signature page to the Escrow Agreement; (f) a duly executed signature page to the Non-Compete Agreement; (g) a duly executed request form (kabunushi-meibo-meigi-kakikae-seikyusho) in the name of the Seller in order to register the Purchaser as the holder of the CCSC Shares on the shareholders book (kabunushi-meibo) of CCSC, a copy of the minutes of the shareholders book of CCSC showing that the Purchaser is the owner of the CCSC Shares as of the Closing Date duly certified by the representative director of CCSC and a copy of the minutes of the shareholders meeting of CCSC approving the transfer of the CCSC Shares from the Seller to the Purchaser duly certified by the representative director of CCSC; (h) a duly executed signature page to the Transition Services Agreement; (i) evidence of receipt of the Required Consents; (j) possession of the Purchased Assets; (k) a certificate duly executed by Seller, pursuant to treasury regulations section 1.1445-2(b), stating under penalties of perjury that Seller is not a foreign person within the meaning of Section 1445 of the Code; (l) a properly executed IRS Form W-9 from Seller; (m) evidence reasonably satisfactory to Purchaser that Seller has requested, to the extent available, a Tax clearance certificate, and to the extent not available, a certificate of good standing or certificate of no tax due, from the taxing authorities of Florida, Georgia, Illinois, Colorado, California, New Jersey and Pennsylvania; and (n) such other stockholder approvals, Governmental Authority approvals, documents, instruments, certificates and other documents dated as of the Closing Date as are expressly required under the terms of this Agreement.

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

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