Common use of General Closing Procedures Clause in Contracts

General Closing Procedures. At the Clos- ing: Each Party shall execute and deliver to the other Party the following: a. A copy of each of (A) the resolution adopted by its Board of Directors (i) authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated, and (ii) attesting that (a) all due action of its supreme governing body has been taken to approve and authorize the Merger pursuant to Applicable Law, and (b) that all actions required by Ap- plicable Law necessary to consummate the transactions contemplated hereby have been completed, (B) the reso- lution adopted by its supreme governing body authorizing and approving the Merger pursuant to Applicable Law; and (C) its Bylaws together with a certificate executed by its corporate secretary, dated the Closing Date, certifying to the other Party that such copies are true and complete copies of such resolutions and Bylaws, respectively, and that such resolutions and Bylaws were duly adopted and have not been amended or rescinded; b. A certificate, dated the Closing Date, and signed by a Party’s authorized officer, certifying that the conditions set forth in this Agreement have been satisfied; c. A Party’s Governmental Consents; d. The Articles and Plan of Merger, Fraternal Transition Plan, Representations, Warranties and Covenants, and Employment Plan approved by all due action of a Party; and e. Such other certificates, documents and instruments as a Party may reasonably request to effect the transactions contemplated. NMB shall deliver to WFLA a certified copy of the Articles of Incorporation of NMB, and a certificate of good standing (or document of similar import) evidencing the corporate exis- tence and good standing of NMB in the State of Wisconsin. WFLA shall deliver to NMB a certified copy of the Articles of Incorporation of WFLA, and a certificate of good standing (or document of similar import) evidencing the corporate exis- tence of WFLA and good standing in Iowa.

General Closing Procedures. At the Clos- ing: Each Party Closing: (a) Allianz Life shall execute and deliver to the other Party Buyer the following: a. A (i) a Xxxx of Sale in a form substantially similar to that attached hereto as Exhibit D (the “Xxxx of Sale”); (ii) the Coinsurance Agreement (as defined in Section 7.03 below), duly executed by Allianz Life; (iii) the Servicing Agreement (as defined in Section 7.03 below), duly executed by Allianz Life; (iv) the Trust Agreement (as defined in Section 7.03 below), duly executed by Allianz Life; (v) the Transition Services Agreement (as defined in Section 7.03 below), duly executed by Allianz Life; (vi) a copy of the Articles of Incorporation of Allianz Life, certified by the Secretary of State or other appropriate authority of the State of Minnesota, and a certificate of good standing (or document of similar import) from such authority evidencing the corporate existence of Allianz Life in the State of Minnesota; (vii) a copy of each of (A) the text of the resolution adopted by its the Board of Directors (i) of Allianz Life authorizing the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of all of the transactions contemplatedcontemplated by this Agreement and the Related Agreements, and (ii) attesting that (a) all due action of its supreme governing body has been taken to approve and authorize the Merger pursuant to Applicable Law, and (b) that all actions required by Ap- plicable Law necessary to consummate the transactions contemplated hereby have been completed, (B) the reso- lution adopted by its supreme governing body authorizing and approving the Merger pursuant to Applicable Law; and (C) its Bylaws of Allianz Life, together with a certificate executed on behalf of Allianz Life by its corporate secretary, dated the Closing Date, certifying to the other Party Buyer that such copies are true and complete copies of such resolutions resolution and Bylaws, respectively, and that such resolution and Bylaws were duly adopted and have not been amended or rescinded; (viii) a certificate of Allianz Life, dated the Closing Date, and signed by an authorized officer of Allianz Life, certifying that the conditions set forth in Section 8.01(a) have been satisfied; and (ix) such other certificates, documents and instruments as Buyer reasonably requests to effect the transactions contemplated hereby. (b) Buyer shall deliver to Allianz Life: (i) the Coinsurance Agreement, duly executed by Buyer; (ii) the Servicing Agreement, duly executed by Buyer; (iii) the Transition Services Agreement, duly executed by Buyer; (iv) the Trust Agreement, duly executed by Buyer and a Trustee meeting the requirements set forth in the Coinsurance Agreement; (v) a copy of the Certificate of Incorporation of Buyer, certified by the Secretary of State of the State of Missouri, and a certificate of good standing from such authority evidencing the corporate existence of Buyer in the State of Missouri; (vi) a copy of each of (A) the resolution adopted by the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of all of the transactions contemplated by this Agreement and the Related Agreements, and (B) the Bylaws of Buyer, together with a certificate executed on behalf of Buyer by its corporate secretary, dated the Closing Date, certifying to Allianz Life that such copies are true and complete copies of such resolution and Bylaws, respectively, and that such resolutions and Bylaws were duly adopted and have not been amended or rescinded; b. A certificate(vii) a certificate of Buyer, dated the Closing Date, Date and signed by a Party’s an authorized officerofficer of Buyer, certifying that the conditions set forth in this Agreement Section 8.02(a) have been satisfied; c. A Party’s Governmental Consents; d. The Articles and Plan of Merger, Fraternal Transition Plan, Representations, Warranties and Covenants, and Employment Plan approved by all due action of a Party; and e. Such (viii) such other certificates, documents and instruments as a Party may Allianz Life reasonably request requests to effect the transactions contemplated. NMB shall deliver to WFLA a certified copy of the Articles of Incorporation of NMB, and a certificate of good standing (or document of similar import) evidencing the corporate exis- tence and good standing of NMB in the State of Wisconsin. WFLA shall deliver to NMB a certified copy of the Articles of Incorporation of WFLA, and a certificate of good standing (or document of similar import) evidencing the corporate exis- tence of WFLA and good standing in Iowacontemplated hereby.

General Closing Procedures. At the Clos- ing: Each Party Closing: a. Allianz Life shall execute and deliver to the other Party Buyer the following: a. A i. a bxxx of sale in a form substantially similar to that attached hereto as Exhibit F (the “Bxxx of Sale”); ii. an assignment and assumption agreement in a form substantially similar to that attached hereto as Exhibit G (the “Assignment and Assumption Agreement”); iii. the Reinsurance Agreement — North America, duly executed by Allianz Life; iv. the Servicing Agreement, duly executed by Allianz Life; v. a copy of the Articles of Incorporation of Allianz Life, certified by the Secretary of State or other appropriate authority of the State of Minnesota, and a certificate of good standing (or document of similar import) from such authority evidencing the corporate existence of Allianz Life in the State of Minnesota; vi. a copy of each of (A) the text of the resolution adopted by its the Board of Directors (i) of Allianz Life authorizing the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of all of the transactions contemplatedcontemplated by this Agreement and the Related Agreements, and (ii) attesting that (a) all due action of its supreme governing body has been taken to approve and authorize the Merger pursuant to Applicable Law, and (b) that all actions required by Ap- plicable Law necessary to consummate the transactions contemplated hereby have been completed, (B) the reso- lution adopted by its supreme governing body authorizing and approving the Merger pursuant to Applicable Law; and (C) its Bylaws of Allianz Life, together with a certificate executed on behalf of Allianz Life by its corporate secretary, dated the Closing Date, certifying to the other Party Buyer that such copies are true and complete copies of such resolutions resolution and Bylaws, respectively, and that such resolution and Bylaws were duly adopted and have not been amended or rescinded; vii. a certificate of Allianz Life, dated the Closing Date, and signed by an authorized officer of Allianz Life, certifying that the conditions set forth in Section 9.01(a) have been satisfied; viii. the Required Consents; and ix. such other certificates, documents and instruments as Buyer reasonably requests to effect the transactions contemplated hereby. b. Allianz New York shall execute and deliver to Buyer the following: i. a Bxxx of Sale; ii. an Assignment and Assumption Agreement; iii. the Reinsurance Agreement — New York, duly executed by Allianz New York; iv. the Servicing Agreement, duly executed by Allianz New York; v. a copy of the Certificate of Incorporation of Allianz New York, certified by the Secretary of State or other appropriate authority of the State of New York, and a certificate of good standing (or document of similar import) from such authority evidencing the corporate existence of Allianz New York in the State of New York; vi. a copy of each of (A) the text of the resolution adopted by the Board of Directors of Allianz New York authorizing the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of all of the transactions contemplated by this Agreement and the Related Agreements, and (B) the Bylaws of Allianz New York, together with a certificate executed on behalf of Allianz New York by its corporate secretary, dated the Closing Date, certifying to Buyer that such copies are true and complete copies of such resolution and Bylaws, respectively, and that such resolution and Bylaws were duly adopted and have not been amended or rescinded; vii. a certificate of Allianz New York, dated the Closing Date, and signed by an authorized officer of Allianz New York, certifying that the conditions set forth in Section 9.01(a) have been satisfied; viii. the Required Consents; and ix. such other certificates, documents and instruments as Buyer reasonably requests to effect the transactions contemplated hereby. c. Buyer shall deliver to Allianz Life and Allianz New York: i. the Purchase Price; ii. the Assignment and Assumption Agreement, duly executed by Buyer; iii. the Reinsurance Agreements, duly executed by Buyer; iv. the Servicing Agreement, duly executed by Buyer; v. a copy of the Certificate of Incorporation of Buyer, certified by the Secretary of State of the State of Indiana, and a certificate of good standing from such authority evidencing the corporate existence of Buyer in the State of Indiana; vi. a copy of each of (A) the resolution adopted by the Board of Directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Related Agreements and the consummation of all of the transactions contemplated by this Agreement and the Related Agreements, and (B) the Bylaws of Buyer, together with a certificate executed on behalf of Buyer by its corporate secretary, dated the Closing Date, certifying to Allianz Life and Allianz New York that such copies are true and complete copies of such resolution and Bylaws, respectively, and that such resolutions and Bylaws were duly adopted and have not been amended or rescinded; b. A certificatevii. a certificate of Buyer, dated the Closing Date, Date and signed by a Party’s an authorized officerofficer of Buyer, certifying that the conditions set forth in this Agreement Section 9.02(a) have been satisfied; c. A Party’s Governmental Consents; d. The Articles and Plan of Merger, Fraternal Transition Plan, Representations, Warranties and Covenants, and Employment Plan approved by all due action of a Party; and e. Such viii. such other certificates, documents and instruments as a Party may Allianz Life or Allianz New York reasonably request requests to effect the transactions contemplated. NMB shall deliver to WFLA a certified copy of the Articles of Incorporation of NMB, and a certificate of good standing (or document of similar import) evidencing the corporate exis- tence and good standing of NMB in the State of Wisconsin. WFLA shall deliver to NMB a certified copy of the Articles of Incorporation of WFLA, and a certificate of good standing (or document of similar import) evidencing the corporate exis- tence of WFLA and good standing in Iowacontemplated hereby.