DELIVERY OF OTHER CONTRACTS Sample Clauses

DELIVERY OF OTHER CONTRACTS. DOCUMENTS, AND CERTIFICATES BY SELLER. Seller shall have executed and/or delivered all of the following to Parent and Purchaser: o Purchase Price Allocation on Schedule 1.2(c); o All agreements referenced in Section 1.2(d); o Assignment and Assumption Agreement and related attachments on Schedule 1.3(b); o Updated Seller Disclosure Schedule; o Good Standing Certificate of Seller; o Unanimous Written Consent of the Board of Directors of Seller; o Officer Certificate of Seller certifying that the representations and warranties made by Seller in Article 2 hereof are true and correct as of the Closing Date (except to the extent expressly made as of an earlier date), except where the failure of such representations and warranties to be so true and correct does not have, and is not likely to have, individually or in the aggregate, a Material Adverse Effect on the Business, and that Seller has performed in all material respects all obligations and conditions herein required to be performed or observed by Seller prior to the Closing; o Officer Certificate certifying to receipt of Consents to Assignment to all Assumed Contracts referenced in Section 4.2(d)above; and o Audited Financial Statements of the Business;