Common use of Delivery of Certificates and Documents Clause in Contracts

Delivery of Certificates and Documents. Sellers shall have furnished to Buyer the following: (a) a certificate of an officer of each Seller as to: (i) such Seller’s formation or other organizational documents; (ii) all actions taken by and on behalf of such Seller to authorize the execution, delivery and performance of this Agreement and the Related Agreements; and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of such Seller; (b) a certificate of each Seller certifying that the conditions set forth in Sections 7.1 (without giving effect to the proviso set forth in such Section), 7.2, 7.3 and 7.5 have been satisfied; (c) the Xxxx of Sale and Assignment and Assumption Agreement, a deed, in form and substance reasonably satisfactory to Sellers and Buyer, conveying title to each parcel of Real Property owned by a Seller to Buyer, and such other transfer instruments as Buyer may deem reasonably necessary to convey all of the Assets to Buyer and to perfect Buyer’s right in and to the Assets, all in a form reasonably acceptable to Buyer, each duly executed by Sellers; (d) the Transition Services Agreement, the Post-Closing Escrow Agreement and, if Section 6.14 applies, the Retained Franchise Management Agreement, each duly executed by Sellers; (e) copies of all Required Consents obtained on or prior to Closing, and copies of the System Contracts described in the final sentence of Section 6.1(b); (f) evidence reasonably satisfactory to Buyer that all Encumbrances (other than Permitted Encumbrances) affecting or encumbering the Assets have been terminated, released or waived, as appropriate, or original instruments in form reasonably satisfactory to Buyer effecting such terminations, releases or waivers; (g) an opinion letter of Xxxxxxxx Xxxxxx LLP, counsel for Sellers, in form and substance reasonably satisfactory to Buyer and its counsel, which opinion shall be dated the Closing Date; (h) a certificate from an officer of each Seller meeting the description contained in Treasury Regulations section 1.1445-2(b)(2)(i) to the effect that such Seller is not a foreign person within the meaning of section 1445 of the IRC; and (i) all other documents as are reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.

Delivery of Certificates and Documents. Sellers shall have furnished to Buyer the following: (a) : a certificate of an officer of each Seller as to: (i) such Seller’s 's formation or other organizational documents; (ii) all actions taken by and on behalf of such Seller to authorize the execution, delivery and performance of this Agreement and the Related Agreements; and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of such Seller; (b) ; a certificate of each Seller certifying that the conditions set forth in Sections 7.1 (without giving effect to the proviso set forth in such Section), 7.2, 7.3 and 7.5 have been satisfied; (c) ; the Xxxx of Sale and Assignment and Assumption Agreement, a deed, in form and substance reasonably satisfactory to Sellers and Buyer, conveying title to each parcel of Real Property owned by a Seller to Buyer, and such other transfer instruments as Buyer may deem reasonably necessary to convey all of the Assets to Buyer and to perfect Buyer’s 's right in and to the Assets, all in a form reasonably acceptable to Buyer, each duly executed by Sellers; (d) ; the Transition Services Agreement, the Post-Closing Escrow Agreement and, if Section 6.14 applies, the Retained Franchise Management Agreement, each duly executed by Sellers; (e) ; copies of all Required Consents obtained on or prior to Closing, and copies of the System Contracts described in the final sentence of Section 6.1(b); (f) ; evidence reasonably satisfactory to Buyer that all Encumbrances (other than Permitted Encumbrances) affecting or encumbering the Assets have been terminated, released or waived, as appropriate, or original instruments in form reasonably satisfactory to Buyer effecting such terminations, releases or waivers; (g) ; an opinion letter of Xxxxxxxx Xxxxxx LLP, counsel for Sellers, in form and substance reasonably satisfactory to Buyer and its counsel, which opinion shall be dated the Closing Date; (h) ; a certificate from an officer of each Seller meeting the description contained in Treasury Regulations section 1.1445-2(b)(2)(i) to the effect that such Seller is not a foreign person within the meaning of section 1445 of the IRC; and (i) and all other documents as are reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.

Delivery of Certificates and Documents. Sellers shall have furnished to Buyer the following: (a) a certificate of an officer of each Seller Seller's Secretary as to: to (i) such Seller’s formation 's articles of incorporation and bylaws (or other organizational constituent documents; ), (ii) all actions taken by and on behalf of such Seller to authorize the execution, delivery and performance of this Agreement and the Related Agreements; Agreements and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of such Seller; (b) a certificate of legal existence and long-form good standing certificate (or the equivalent as may be appropriate under U.K. law) of each Seller from the Secretary of State (or comparable official) of its respective state or jurisdiction of formation; (c) a certificate of an executive officer of each Seller, certifying on behalf of such Seller that the conditions set forth in Sections 7.1 (without giving effect to the proviso set forth in such Section)7.1, 7.2, 7.3 7.4, 7.5 and 7.5 7.8 have been satisfiedmet as to such Seller; (cd) the a Xxxx of Sale and Assignment and Assignment, in the form of Exhibit E, duly executed by each Seller; (e) an Assumption Agreement, a deedin the form of Exhibit F (the "Assumption AGREEMENT"), in form and substance reasonably satisfactory to Sellers and Buyer, conveying title to each parcel of Real Property owned by a Seller to Buyer, and such other transfer instruments as Buyer may deem reasonably necessary to convey all of the Assets to Buyer and to perfect Buyer’s right in and to the Assets, all in a form reasonably acceptable to Buyer, each duly executed by Sellers; (df) the Transition Services Escrow Agreement, the Post-Closing Escrow Agreement and, if Section 6.14 applies, the Retained Franchise Management Agreement, each duly executed by Sellers; (eg) copies the Non-Competition Agreement, duly executed by each of all Required Consents obtained on or prior to Closing, and copies of the System Contracts described in the final sentence of Section 6.1(b)Sellers; (fh) all other instruments of assignment, powers of attorney and other documents and instruments as are necessary or are reasonably requested by Buyer to effect the transfer of the Assets, including all Seller Intellectual Property (including without limitation Patent Rights, Trademarks and domain names), to Buyer and to the extent applicable the vesting of title thereto in Buyer, all in accordance with any applicable Legal Requirements and in form reasonably acceptable to Buyer; and (i) evidence reasonably satisfactory to Buyer that all Encumbrances (other than Permitted Encumbrances) Liens affecting or encumbering the Assets shall have been terminated, released or waived, effective as appropriateof the Closing, or original instruments including without limitation executed pay-off letters in form reasonably satisfactory to Buyer effecting such terminations, releases or waivers; (g) an opinion letter with respect to any indebtedness of Xxxxxxxx Xxxxxx LLP, counsel for Sellers, in form and substance reasonably satisfactory to Buyer and its counsel, which opinion shall be dated the Sellers being paid off at Closing Date; (h) a certificate from an officer of each Seller meeting the description contained in Treasury Regulations section 1.1445-2(b)(2)(i) to the effect that such Seller is not a foreign person within the meaning of section 1445 secured by any of the IRC; and (i) all other documents as are reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated herebyAssets.