Deliveries by the Company and Seller. At the Closing, Seller shall deliver or cause to be delivered the following to Purchaser:
Deliveries by the Company and Seller. Prior to or on the Closing Date, the Company and the Seller shall deliver or cause to be delivered to Buyer the following, in form and substance reasonably satisfactory to Buyer and its counsel:
Deliveries by the Company and Seller. At the Closing, in addition to the items specified in Section 1.5(b)(i), the Company and Seller shall deliver to Buyer the following:
Deliveries by the Company and Seller. At the Closing, Seller shall deliver or cause to be delivered the following to Purchaser: (1) a certificate in proper form and order for transfer representing the Member Interest; (2) certified copies of the resolutions of the Company's manager and member authorizing and approving this Agreement and the Contemplated Transactions; (3) certified copies of the resolutions of Seller's Board of Directors authorizing and approving this Agreement and the Contemplated Transactions; (4) a certificate of the manager of the Company certifying (i) the Company's Organizational Documents (ii) the incumbency of each officer of the Company executing this Agreement or any agreement, instrument or document contemplated hereby, and (iii) certifying compliance with the conditions set forth in Sections 7.1 and 7.2; (5) a certificate of the Secretary of Seller certifying Seller's Articles of Incorporation and Bylaws and the incumbency of each officer of Seller executing this Agreement or any agreement, instrument or document contemplated hereby; (6) a certificate executed by the President of Seller certifying compliance with the conditions set forth in Sections 7.1 and 7.2; (7) the resignations of the managing members and all officers of the Company; (8) the Software License Agreement (9) the Transition Support Agreement; (10) written evidence of the Asset Transfers; and (11) the legal opinion of Xxxxxx Xxxxxxx. (b)
