Common use of Deliveries by the Seller Clause in Contracts

Deliveries by the Seller. At and upon the Closing, the Seller shall deliver or shall cause to be delivered to Buyer the following: 2.5.1 A Xxxx of Sale, Assignment and Assumption duly executed by the Seller transferring the Purchased Assets to Buyer. Such Xxxx of Sale, Assignment and Assumption shall be in the form of Exhibit D, attached hereto; 2.5.2 The Seller’s Closing Certificate duly executed by the Seller’s Manager; 2.5.3 The other agreements, documents and instruments to be delivered to Buyer in accordance with Section 4.1 hereof; 2.5.4 The books and records of the Seller described in Section 2.2.1.3; 2.5.5 Evidence, satisfactory to Buyer, that upon payment at the Closing of all Indebtedness of the Seller (including, without limitation, the Seller Note Payable), all Liens filed against the Seller or Seller’s properties will be terminated; 2.5.6 Evidence, satisfactory to Buyer, that the Other Acquisition has closed or is closing contemporaneously with but effective immediately preceding the Closing; 2.5.7 The Seller shall also deliver, or cause to be delivered, to Buyer, possession of the Purchased Assets; and 2.5.8 A certificate, satisfactory to the Buyer, that no withholding is required pursuant to Section 1445 of the Code.