Common use of Documents to be Delivered by Parent Clause in Contracts

Documents to be Delivered by Parent. At the Closing, Parent shall deliver to Transferee and Transferor, as applicable (unless otherwise agreed to by the parties): (a) Copies of (i) the resolutions of the Board of Directors of Parent authorizing and approving this Agreement and all other transactions and agreements contemplated hereby, (ii) Parent’s Articles of Incorporation, and (iii) Parent’s Bylaws, all certified by the respective corporate Secretaries or Assistant Secretaries of Parent to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (b) Instruments transferring the Dividend Assets to Transferee free and clear of any and all Liens; (c) Copies of all Consents to the transfer, assignment or sublease to Transferee of each Dividend Asset that requires such Consent, including, without limitation, orders or approvals of the regulatory bodies referred to in Sections 1.5, 5.1(f) and 9.3 hereof; (d) The Officer’s Certificate required by Sections 6.1(e) and 6.2(e); (e) Deeds in recordable form and in form and substance satisfactory to Transferee conveying the Real Property to Transferee, free and clear of all Liens whatsoever except for Permitted Liens; (f) Releases, including, without limitation, termination statements under the UCC of any financing statements filed against any Dividend Assets, evidencing discharge, removal and termination of all Liens to which the Dividend Assets are subject (other than Liens relating to Assumed Indebtedness) in connection with any indebtedness described to be discharged by Closing, which releases shall be effective at or prior to the Closing; (g) FIRPTA Affidavit; and (h) Such other deeds, endorsements, assignments, affidavits, and other good and sufficient instruments of assignment, conveyance and transfer in form and substance satisfactory to Transferee, as are required to effectively vest in Transferee good and marketable title in and to all of the Dividend Assets, free and clear of any and all Liens other than Permitted Liens.

Documents to be Delivered by Parent. At the Closing, Parent shall deliver to Transferee and Transferor, as applicable (unless otherwise agreed to by the parties): (a) Copies of (i) the resolutions of the Board of Directors of Parent authorizing and approving this Agreement and all other transactions and agreements contemplated hereby, (ii) Parent’s 's Articles of Incorporation, and (iii) Parent’s 's Bylaws, all certified by the respective corporate Secretaries or Assistant Secretaries of Parent to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (b) Instruments transferring the Dividend Assets to Transferee free and clear of any and all Liens; (c) Copies of all Consents to the transfer, assignment or sublease to Transferee of each Dividend Asset that requires such Consent, including, without limitation, orders or approvals of the regulatory bodies referred to in Sections 1.5, 5.1(f) and 9.3 hereof; (d) The Officer’s 's Certificate required by Sections 6.1(e) and 6.2(e); (e) Deeds in recordable form and in form and substance satisfactory to Transferee conveying the Real Property to Transferee, free and clear of all Liens whatsoever except for Permitted Liens; (f) Releases, including, without limitation, termination statements under the UCC of any financing statements filed against any Dividend Assets, evidencing discharge, removal and termination of all Liens to which the Dividend Assets are subject (other than Liens relating to Assumed Indebtedness) in connection with any indebtedness described to be discharged by Closing, which releases shall be effective at or prior to the Closing; (g) FIRPTA Affidavit; and (h) Such other deeds, endorsements, assignments, affidavits, and other good and sufficient instruments of assignment, conveyance and transfer in form and substance satisfactory to Transferee, as are required to effectively vest in Transferee good and marketable title in and to all of the Dividend Assets, free and clear of any and all Liens other than Permitted Liens.

Documents to be Delivered by Parent. At the Closing, Parent shall ----------------------------------- deliver to Transferee and Transferor, as applicable (unless otherwise agreed to by the parties): (a) Copies of (i) the resolutions of the Board of Directors of Parent authorizing and approving this Agreement and all other transactions and agreements contemplated hereby, (ii) Parent’s 's Articles of Incorporation, and (iii) Parent’s 's Bylaws, all certified by the respective corporate Secretaries or Assistant Secretaries of Parent to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (b) Instruments transferring the Dividend Assets to Transferee free and clear of any and all Liens; (c) Copies of all Consents to the transfer, assignment or sublease to Transferee of each Dividend Asset that requires such Consent, including, without limitation, orders or approvals of the regulatory bodies referred to in Sections 1.5, 5.1(f) and 9.3 hereof; (d) The Officer’s 's Certificate required by Sections 6.1(e) and 6.2(e); (e) Deeds in recordable form and in form and substance satisfactory to Transferee conveying the Real Property to Transferee, free and clear of all Liens whatsoever except for Permitted Liens; (f) Releases, including, without limitation, termination statements under the UCC of any financing statements filed against any Dividend Assets, evidencing discharge, removal and termination of all Liens to which the Dividend Assets are subject (other than Liens relating to Assumed Indebtedness) in connection with any indebtedness described to be discharged by Closing, which releases shall be effective at or prior to the Closing; (g) FIRPTA Affidavit; and (h) Such other deeds, endorsements, assignments, affidavits, and other good and sufficient instruments of assignment, conveyance and transfer in form and substance satisfactory to Transferee, as are required to effectively vest in Transferee good and marketable title in and to all of the Dividend Assets, free and clear of any and all Liens other than Permitted Liens.

Documents to be Delivered by Parent. At the Closing, Parent shall deliver to Transferee and Transferor, as applicable (unless otherwise agreed to by Company the parties):following: (a) Copies A certificate of the Secretary of Parent and the Secretary of Merger Sub, dated the Closing Date, in form and substance reasonably satisfactory to the Company as to (i) the corporate actions taken by Parent and Merger Sub and their respective boards of directors to authorize the transactions contemplated hereby, and (ii) the incumbency and signatures of the officers of Parent and Merger Sub executing this Agreement and the other agreements, instruments and other documents executed by or on behalf of Parent and Merger Sub pursuant to this Agreement or otherwise in connection with the transactions contemplated hereby. (b) A certificate, executed by an officer of Parent in such detail as Company shall reasonably request, certifying that all representations, warranties and covenants herein are true and correct as of the Effective Time. The delivery of such certificate shall constitute a representation and warranty of Parent as to the statements set forth therein. (c) A copy of the resolutions adopted by (i) the shareholders and Board of Directors of Merger Sub, and (ii) the Board of Directors of Parent authorizing and Parent, approving this Agreement Agreement, the Merger and all other the transactions and agreements contemplated hereby, (ii) Parent’s Articles of Incorporation, and (iii) Parent’s Bylaws, all certified by the their respective corporate Secretaries or Assistant Secretaries of Parent to be true, correct, complete and in full force and effect and unmodified as of the Closing Date; (b) Instruments transferring the Dividend Assets to Transferee free and clear of any and all Liens; (c) Copies of all Consents to the transfer, assignment or sublease to Transferee of each Dividend Asset that requires such Consent, including, without limitation, orders or approvals of the regulatory bodies referred to in Sections 1.5, 5.1(f) and 9.3 hereof;Secretaries. (d) The Officer’s Certificate required of Merger, duly executed by Sections 6.1(e) the Parent and 6.2(e);Merger Sub. (e) Deeds in recordable form and in form and substance satisfactory to Transferee conveying the Real Property to Transferee, free and clear of all Liens whatsoever except for Permitted Liens;[Reserved]. (f) ReleasesEmployment Agreements, including, without limitation, termination statements in a form and substance reasonably acceptable to Sunset and Parent and having the general terms described in the PPM under the UCC of any financing statements filed against any Dividend Assetssection entitled “MANAGEMENT – Executive Compensation” between the Parent (or its designated subsidiary) and Xxx Xxxxxxx and Xxxxx Xxxxxxx (the “Xxxxxxx Employment Agreements”), evidencing discharge, removal and termination of all Liens to which the Dividend Assets are subject (other than Liens relating to Assumed Indebtedness) in connection with any indebtedness described to be discharged duly executed by Closing, which releases shall be effective at Parent or prior to the Closingits designated subsidiary; (g) FIRPTA Affidavit; and[Reserved]; (h) Such other deedsNon-Compete Agreements, endorsements, assignments, affidavits, having a term of five (5) years or such lesser term as agreed to by Sunset and other good and sufficient instruments of assignment, conveyance and transfer in a form and substance satisfactory reasonably acceptable to TransfereeSunset and Parent, between the Parent and each of Xxx and Xxxxx Xxxxxxx (the “Non-Compete Agreements”), duly executed by Parent; (i) Such other customary certificates or documents as are may be reasonably required to effectively vest in Transferee good and marketable title in and to all of the Dividend Assets, free and clear of any and all Liens other than Permitted Liensby Company.