Common use of DELIVERIES OF PENTEGRA Clause in Contracts

DELIVERIES OF PENTEGRA. On or before the Closing Date, Pentegra shall deliver to Dentist the following, all of which shall be in a form satisfactory to counsel to Dentist and shall be held by Xxxxxxx & Xxxxxx, L.L.P. (counsel for Pentegra) in escrow pending Closing, pursuant to an escrow agreement or letter agreement in form and substance mutually acceptable to the parties hereto: (a) the Acquisition Consideration; (b) an executed Service Agreement; (c) an assumption of each contract, agreement and lease being assigned to and assumed by Pentegra; (d) a copy of the resolutions of the Board of Directors of Pentegra (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements each certified by the Secretary as being true and correct copies of the original thereof; (e) certificates of the President of Pentegra, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Pentegra contained herein; (ii) as to the performance of and compliance by Pentegra with all covenants contained herein; and (iii) certifying that all conditions precedent of Pentegra to the Closing have been satisfied; (f) a certificate of the Secretary of Pentegra certifying as to the incumbency of the directors and officers of Pentegra and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Pentegra; (g) certificates, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware establishing that Pentegra is in existence and are in good standing to transact business in the State of Delaware and the State of incorporation of Dentist; (h) an opinion of counsel to Pentegra opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Pentegra, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by Dentist; (i) the executed Registration Rights Agreement; and (j) such other instruments and documents as reasonably requested by Dentist to carry out and effect the purpose and intent of this Agreement.

DELIVERIES OF PENTEGRA. On or before the Closing Date, Pentegra shall deliver to Dentist Company and Shareholders, the following, all of which shall be in a form satisfactory to counsel to Dentist Company and Shareholders and shall be held by Xxxxxxx & Xxxxxx, L.L.P. (counsel for Pentegra) in escrow pending Closing, pursuant to an escrow agreement or letter agreement in form and substance mutually acceptable to the parties hereto: (a) the Acquisition Merger Consideration; (b) an executed Service Agreement; (c) an assumption of each contract, agreement and lease being assigned to and assumed by Pentegra; (d) a copy of the resolutions of the Board of Directors of Pentegra (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements each certified by the Secretary as being true and correct copies of the original thereof; (e) certificates of the President of Pentegra, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Pentegra contained herein; (ii) as to the performance of and compliance by Pentegra with all covenants contained herein; and (iii) certifying that all conditions precedent of Pentegra to the Closing have been satisfied; (f) a certificate of the Secretary of Pentegra certifying as to the incumbency of the directors and officers of Pentegra and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Pentegra; (g) certificates, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware establishing that Pentegra is in existence and are in good standing to transact business in the State of Delaware and the State of incorporation of DentistCompany; (h) an opinion of counsel to Pentegra opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Pentegra, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by DentistCompany; (i) the executed Registration Rights Agreement; and (j) such other instruments and documents as reasonably requested by Dentist Company to carry out and effect the purpose and intent of this Agreement.

DELIVERIES OF PENTEGRA. On or before the Closing Date, Pentegra shall deliver to Dentist Contributor and Shareholder, the following, all of which shall be in a form satisfactory to counsel to Dentist Contributor and Shareholders and shall be held by Xxxxxxx & Xxxxxx, L.L.P. (counsel for Pentegra) in escrow pending Closing, pursuant to an escrow agreement or letter agreement in form and substance mutually acceptable to the parties hereto: (a) the Acquisition Consideration; (b) an executed Service Agreement; (c) an assumption of each contract, agreement and lease being assigned to and assumed by Pentegra; (d) a copy of the resolutions of the Board of Directors of Pentegra (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements each certified by the Secretary as being true and correct copies of the original thereof; (e) certificates of the President of Pentegra, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Pentegra contained herein; (ii) as to the performance of and compliance by Pentegra with all covenants contained herein; and (iii) certifying that all conditions precedent of Pentegra to the Closing have been satisfied; (f) a certificate of the Secretary of Pentegra certifying as to the incumbency of the directors and officers of Pentegra and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Pentegra; (g) certificates, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware establishing that Pentegra is in existence and are in good standing to transact business in the State of Delaware and the State of incorporation of DentistContributor; (h) an opinion of counsel to Pentegra opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Pentegra, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by DentistContributor; (i) the executed Registration Rights Agreement; and (j) such other instruments and documents as reasonably requested by Dentist Contributor to carry out and effect the purpose and intent of this Agreement.

DELIVERIES OF PENTEGRA. On or before the Closing Date, Pentegra shall deliver to Dentist the following, all of which shall be in a form reasonably satisfactory to counsel to Dentist and shall be held by Xxxxxxx & Xxxxxx, L.L.P. (counsel for Pentegra) in escrow pending Closing, pursuant to an escrow agreement or letter agreement in form and substance mutually acceptable to the parties hereto: (a) the Acquisition Consideration; (b) an executed Service Agreement; (c) an assumption of each contract, agreement and lease being assigned to and assumed by Pentegra; (d) a copy of the resolutions of the Board of Directors of Pentegra (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements each certified by the Secretary as being true and correct copies of the original thereof; (e) certificates of the President of Pentegra, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Pentegra contained herein; (ii) as to the performance of and compliance by Pentegra with all covenants contained herein; and (iii) certifying that all conditions precedent of Pentegra to the Closing have been satisfied; (f) a certificate of the Secretary of Pentegra certifying as to the incumbency of the directors and officers of Pentegra and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Pentegra; (g) certificates, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware establishing that Pentegra is in existence and are in good standing to transact business in the State of Delaware and the State of incorporation of Dentist; (h) an opinion of counsel to Pentegra opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Pentegra, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by Dentist; (i) the executed Registration Rights Agreement; and (j) such other instruments and documents as reasonably requested by Dentist to carry out and effect the purpose and intent of this Agreement.

DELIVERIES OF PENTEGRA. On or before the Closing Date, Pentegra shall deliver to Dentist Company and Shareholders, the following, all of which shall be in a form satisfactory to counsel to Dentist Company and Shareholders and shall be held by Xxxxxxx & Xxxxxx, L.L.P. (counsel for Pentegra) in escrow pending Closing, pursuant to an escrow agreement or letter agreement in form and substance mutually acceptable to the parties hereto: (a) the Acquisition Merger Consideration; (b) an executed Service Agreement[intentionally deleted]; (c) an assumption of each contract, agreement and lease being assigned to and assumed by Pentegra; (d) a copy of the resolutions of the Board of Directors of Pentegra (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements each certified by the Secretary as being true and correct copies of the original thereof; (e) certificates of the President of Pentegra, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Pentegra contained herein; (ii) as to the performance of and compliance by Pentegra with all covenants contained herein; and (iii) certifying that all conditions precedent of Pentegra to the Closing have been satisfied; (f) a certificate of the Secretary of Pentegra certifying as to the incumbency of the directors and officers of Pentegra and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Pentegra; (g) certificates, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware establishing that Pentegra is in existence and are in good standing to transact business in the State of Delaware and the State of incorporation of DentistCompany; (h) an opinion of counsel to Pentegra opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Pentegra, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by DentistCompany; (i) the executed Registration Rights Agreement; and (j) such other instruments and documents as reasonably requested by Dentist Company to carry out and effect the purpose and intent of this Agreement.

DELIVERIES OF PENTEGRA. On or before the Closing Date, Pentegra shall deliver to Dentist Contributors and Shareholder, the following, all of which shall be in a form satisfactory to counsel to Dentist Contributors and Shareholder and shall be held by Xxxxxxx & Xxxxxx, L.L.P. (counsel for Pentegra) in escrow pending Closing, pursuant to an escrow agreement or letter agreement in form and substance mutually acceptable to the parties hereto: (a) the Acquisition Consideration; (b) an executed Service Agreement; (c) an assumption of each contract, agreement and lease being assigned to and assumed by Pentegra; (dc) a copy of the resolutions of the Board of Directors of Pentegra (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements each certified by the Secretary as being true and correct copies of the original thereof; (ed) certificates of the President of Pentegra, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Pentegra contained herein; (ii) as to the performance of and compliance by Pentegra with all covenants contained herein; and (iii) certifying that all conditions precedent of Pentegra to the Closing have been satisfied; (fe) a certificate of the Secretary of Pentegra certifying as to the incumbency of the directors and officers of Pentegra and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Pentegra; (gf) certificates, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware establishing that Pentegra is in existence and are in good standing to transact business in the State of Delaware and the State of incorporation of DentistContributors; (hg) an opinion of counsel to Pentegra opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Pentegra, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by DentistContributors; (ih) the executed Registration Rights Agreement; and (ji) such other instruments and documents as reasonably requested by Dentist Contributors to carry out and effect the purpose and intent of this Agreement.

DELIVERIES OF PENTEGRA. On or before the Closing Date, Pentegra shall deliver to Dentist Contributor and Partner, the following, all of which shall be in a form satisfactory to counsel to Dentist Contributor and Partners and shall be held by Xxxxxxx & Xxxxxx, L.L.P. (counsel for Pentegra) in escrow pending Closing, pursuant to an escrow agreement or letter agreement in form and substance mutually acceptable to the parties hereto: (a) the Acquisition Consideration; (b) an executed Service Agreement; (c) an assumption of each contract, agreement and lease being assigned to and assumed by Pentegra; (d) a copy of the resolutions of the Board of Directors of Pentegra (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements each certified by the Secretary as being true and correct copies of the original thereof; (e) certificates of the President of Pentegra, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Pentegra contained herein; (ii) as to the performance of and compliance by Pentegra with all covenants contained herein; and (iii) certifying that all conditions precedent of Pentegra to the Closing have been satisfied; (f) a certificate of the Secretary of Pentegra certifying as to the incumbency of the directors and officers of Pentegra and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Pentegra; (g) certificates, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware establishing that Pentegra is in existence and are in good standing to transact business in the State of Delaware and the State of incorporation of DentistContributor; (h) an opinion of counsel to Pentegra opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Pentegra, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by DentistContributor; (i) the executed Registration Rights Agreement; and (j) such other instruments and documents as reasonably requested by Dentist Contributor to carry out and effect the purpose and intent of this Agreement.

DELIVERIES OF PENTEGRA. On or before the Closing Date, Pentegra shall deliver to Dentist Contributor and Shareholder, the following, all of which shall be in a form satisfactory to counsel to Dentist Contributor and Shareholders and shall be held by Xxxxxxx & Xxxxxx, L.L.P. (counsel for Pentegra) in escrow pending Closing, pursuant to an escrow agreement or letter agreement in form and substance mutually acceptable to the parties hereto: (a) the Acquisition Consideration; (b) an executed Service Agreement; (c) an assumption of each contract, agreement and lease being assigned to and assumed by Pentegra; (d) a copy of the resolutions of the Board of Directors of Pentegra (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements each certified by the Secretary as being true and correct copies of the original thereof; (e) certificates of the President of Pentegra, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Pentegra contained herein; (ii) as to the performance of and compliance by Pentegra with all covenants contained herein; and (iii) certifying that all conditions precedent of Pentegra to the Closing have been satisfied; (f) a certificate of the Secretary of Pentegra certifying as to the incumbency of the directors and officers of Pentegra and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Pentegra; (g) certificates, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware establishing that Pentegra is in existence and are in good standing to transact business in the State of Delaware and the State of incorporation of DentistContributor; (h) an opinion of counsel to Pentegra opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Pentegra, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by DentistContributor; (i) the executed Registration Rights Agreement; and (j) such other instruments and documents as reasonably requested by Dentist Contributor to carry out and effect the purpose and intent of this Agreement.

DELIVERIES OF PENTEGRA. On or before the Closing Date, Pentegra shall deliver to Dentist Contributor and Shareholder, the following, all of which shall be in a form reasonably satisfactory to counsel to Dentist Contributor and Shareholders and shall be held by Xxxxxxx & Xxxxxx, L.L.P. (counsel for Pentegra) in escrow pending Closing, pursuant to an escrow agreement or letter agreement in form and substance mutually acceptable to the parties hereto: (a) the Acquisition Consideration; (b) an executed Service Agreement; (c) an assumption of each contract, agreement and lease being assigned to and assumed by Pentegra; (d) a copy of the resolutions of the Board of Directors of Pentegra (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements each certified by the Secretary as being true and correct copies of the original thereof; (e) certificates of the President of Pentegra, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Pentegra contained herein; (ii) as to the performance of and compliance by Pentegra with all covenants contained herein; and (iii) certifying that all conditions precedent of Pentegra to the Closing have been satisfied; (f) a certificate of the Secretary of Pentegra certifying as to the incumbency of the directors and officers of Pentegra and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Pentegra; (g) certificates, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware establishing that Pentegra is in existence and are in good standing to transact business in the State of Delaware and the State of incorporation of DentistContributor; (h) an opinion of counsel to Pentegra opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Pentegra, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by DentistContributor; (i) the executed Registration Rights Agreement; and (j) such other instruments and documents as reasonably requested by Dentist Contributor to carry out and effect the purpose and intent of this Agreement.

DELIVERIES OF PENTEGRA. On or before the Closing Date, Pentegra shall deliver to Dentist Contributor and Partner, the following, all of which shall be in a form satisfactory to counsel to Dentist Contributor and Partners and shall be held by Xxxxxxx & Xxxxxx, Xxxxxx L.L.P. (counsel for Pentegra) in escrow pending Closing, pursuant to an escrow agreement or letter agreement in form and substance mutually acceptable to the parties hereto: (a) the Acquisition Consideration; (b) an executed Service Agreement; (c) an assumption of each contract, agreement and lease being assigned to and assumed by Pentegra; (d) a copy of the resolutions of the Board of Directors of Pentegra (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements each certified by the Secretary as being true and correct copies of the original thereof; (e) certificates of the President of Pentegra, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Pentegra contained herein; (ii) as to the performance of and compliance by Pentegra with all covenants contained herein; and (iii) certifying that all conditions precedent of Pentegra to the Closing have been satisfied; (f) a certificate of the Secretary of Pentegra certifying as to the incumbency of the directors and officers of Pentegra and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Pentegra; (g) certificates, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware establishing that Pentegra is in existence and are in good standing to transact business in the State of Delaware and the State of incorporation of DentistContributor; (h) an opinion of counsel to Pentegra opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Pentegra, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by DentistContributor; (i) the executed Registration Rights Agreement; and (j) such other instruments and documents as reasonably requested by Dentist Contributor to carry out and effect the purpose and intent of this Agreement.

DELIVERIES OF PENTEGRA. On or before the Closing Date, Pentegra shall deliver to Dentist Company and Signatory Shareholders, the following, all of which shall be in a form satisfactory to counsel to Dentist Company and Signatory Shareholders and shall be held by Xxxxxxx & Xxxxxx, L.L.P. (counsel for Pentegra) in escrow pending Closing, pursuant to an escrow agreement or letter agreement in form and substance mutually acceptable to the parties hereto: (a) the Acquisition Merger Consideration; (b) an executed Service Agreement; (c) an assumption of each contract, note, agreement and lease being assigned to and assumed by Pentegra; (d) a copy of the resolutions of the Board of Directors of Pentegra (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements each certified by the Secretary as being true and correct copies of the original thereof; (e) certificates of the President of Pentegra, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Pentegra contained herein; (ii) as to the performance of and compliance by Pentegra with all covenants contained herein; and (iii) certifying that all conditions precedent of Pentegra to the Closing have been satisfied; (f) a certificate of the Secretary of Pentegra certifying as to the incumbency of the directors and officers of Pentegra and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Pentegra; (g) certificates, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware establishing that Pentegra is in existence and are in good standing to transact business in the State of Delaware and the State of incorporation of DentistCompany; (h) an opinion of counsel to Pentegra opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Pentegra, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by DentistCompany; (i) the executed Registration Rights Agreement; and (j) such other instruments and documents as reasonably requested by Dentist Company to carry out and effect the purpose and intent of this Agreement.

DELIVERIES OF PENTEGRA. On or before the Closing Date, Pentegra shall deliver to Dentist Company and Shareholders, the following, all of which shall be in a form satisfactory to counsel to Dentist Company and Shareholders and shall be held by Xxxxxxx & Xxxxxx, L.L.P. (counsel for Pentegra) in escrow pending Closing, pursuant to an escrow agreement or letter agreement in form and substance mutually acceptable to the parties hereto: (a) the Acquisition Merger Consideration; (b) an executed Service Agreement[intentionally deleted]; (c) an assumption of each contract, agreement and lease being assigned to and assumed by Pentegra[intentionally deleted]; (d) a copy of the resolutions of the Board of Directors of Pentegra (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and all related documents and agreements each certified by the Secretary as being true and correct copies of the original thereof; (e) certificates of the President of Pentegra, dated as of the Closing Date, (i) as to the truth and correctness of the representations and warranties of Pentegra contained herein; (ii) as to the performance of and compliance by Pentegra with all covenants contained herein; and (iii) certifying that all conditions precedent of Pentegra to the Closing have been satisfied; (f) a certificate of the Secretary of Pentegra certifying as to the incumbency of the directors and officers of Pentegra and as to the signatures of such directors and officers who have executed documents delivered at the Closing on behalf of Pentegra; (g) certificates, dated within 30 days of the Closing Date, of the Secretary of the State of Delaware establishing that Pentegra is in existence and are in good standing to transact business in the State of Delaware and the State of incorporation of DentistCompany; (h) an opinion of counsel to Pentegra opining as to the execution and delivery of this Agreement and the other documents and agreements to be executed pursuant hereto, the good standing and authority of Pentegra, the enforceability of this Agreement and the other agreements and documents to be executed in connection herewith, and other matters reasonably requested by DentistCompany; (i) the executed Registration Rights Agreement; and (j) such other instruments and documents as reasonably requested by Dentist Company to carry out and effect the purpose and intent of this Agreement.