Delivery of Closing Documents by the Seller. On or before the Closing Date, the Seller will deliver to the Buyer or its counsel the following, in form and substance satisfactory to the Buyer and its counsel:
Delivery of Closing Documents by the Seller. The Seller shall have delivered, or caused to be delivered, to the Purchaser the following documents:
Delivery of Closing Documents by the Seller. On or before the Company Closing Date, the Seller will deliver to Escrow Agent the Assignment and Assumption Agreement attached hereto as Exhibit C, a mutually approved joint closing statement and such other consents and documents as are necessary, and approved by the Parties, to consummate the transaction contemplated hereby.
Delivery of Closing Documents by the Seller. On or before the Closing Date, the Sellers will deliver to the Buyer or its counsel the following, in form and substance satisfactory to the Buyer and its counsel: (a) the Legal Opinion of the Sellers’ attorneys, dated the Closing Date; (b) certificate of good standing of each of the Hawaiian Businesses; (c) a certificate indicating the account balances of pre-need trust accounts; ; (d) a certificate under Section 1445 of the Internal Revenue Code and the regulations promulgated whereby the Sellers certify that neither Seller is a nonresident alien or a foreign corporation, foreign partnership, foreign trust or, foreign estate (as those terms are defined in the Code and the Income Tax Regulations promulgated thereunder) for purposes of U.S. income taxation and is not a disregarded entity as defined in Regulation Section 1.1445-2(b)(2)(iii) of the Internal Revenue Code. (e) an assignment and assumption agreement in form acceptable to the Buyer whereby the Hawaiian Businesses assign the Retained Assets to the Sellers or an affiliate of Sellers. (f) the certificate to be delivered pursuant to Sections 7.2(a) and (b); (g) a certificate from a trustee or secretary, as applicable, of the Sellers, in standard form, certifying as to such entity’s organizational documents contemplated hereby and the incumbency of the Persons signing on behalf of the Sellers; (h) an executed copy of the Escrow Agreement by Sellers; and (i) all other documents, acts, things and assurances as may be required in the reasonable opinion of the attorneys for the Buyer for insuring that all of the transactions contemplated by this Agreement are carried out to the fullest extent possible. Section 9.2
