Common use of Delivery of Certificates and Documents Clause in Contracts

Delivery of Certificates and Documents. Buyer shall have furnished to Sellers the following: (a) a certificate of Buyer certifying that the conditions set forth in Sections 8.1 (without giving effect to the proviso set forth in such Section) and 8.2 have been satisfied; (b) the Xxxx of Sale and Assignment and Assumption Agreement, and any document described in Section 7.11(c) that, by its terms or in order to be effective, must be executed by Buyer, each duly executed by Buyer; (c) the Transition Services Agreement, the Post-Closing Escrow Agreement and, if Section 6.14 applies, the Retained Franchise Management Agreement, each duly executed by Buyer; (d) an opinion letter of Xxxxxxxx & Xxxxx LLP, counsel for Buyer, in form and substance reasonably satisfactory to Sellers and their counsel, which opinion shall be dated the Closing Date; (e) resale certificates with respect to applicable sales and use Tax exemptions as reasonably requested by Sellers relating to Assets to be re-sold by Buyer after Closing; and (f) 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. Buyer shall have furnished to Sellers the following: (a) : a certificate of Buyer certifying that the conditions set forth in Sections 8.1 (without giving effect to the proviso set forth in such Section) and 8.2 have been satisfied; (b) ; the Xxxx of Sale and Assignment and Assumption Agreement, and any document described in Section 7.11(c) that, by its terms or in order to be effective, must be executed by Buyer, each duly executed by Buyer; (c) ; the Transition Services Agreement, the Post-Closing Escrow Agreement and, if Section 6.14 applies, the Retained Franchise Management Agreement, each duly executed by Buyer; (d) ; an opinion letter of Xxxxxxxx & Xxxxx LLP, counsel for Buyer, in form and substance reasonably satisfactory to Sellers and their counsel, which opinion shall be dated the Closing Date; (e) ; resale certificates with respect to applicable sales and use Tax exemptions as reasonably requested by Sellers relating to Assets to be re-sold by Buyer after Closing; and (f) and all other documents as are reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.