Common use of Items to be Delivered by Seller Clause in Contracts

Items to be Delivered by Seller. At Closing, Seller shall deliver to Purchaser the following items, each of which shall be in form and substance reasonably satisfactory to Purchaser: i. An Assignment and Assumption of Membership Interest, assigning to Purchaser all of Seller’s membership rights, title and interest in and to the Company, fully and duly executed by Seller; ii. An Assumption and Payment Agreement, pursuant to which Seller assumes and agrees to pay the Obligations and to hold Purchaser and the Company harmless therefrom; iii. Resignation of Seller as Manager, Member, and tax matters partner of the Company, fully and duly executed by Seller; iv. Amendments of the Articles of Organization and/or Operating Agreement of the Company, to the extent required by Purchaser, fully and duly executed by Seller; v. Such affidavits, resolutions, indemnities, and other documentation as shall be reasonably required by Purchaser or its counsel which shall confirm that this transaction and the execution and delivery of all required documents by Seller and/or the Company are duly authorized; and vi. The actual, exclusive, full and complete physical possession of the assets and properties of the Company.

Items to be Delivered by Seller. At Closing, Seller shall deliver to Purchaser the following items, each of which shall be in form and substance reasonably satisfactory to Purchaser: i. An Assignment and Assumption of Membership Interest, assigning to Purchaser all of Seller’s membership rights, title and interest in and to the Company, fully and duly executed by Seller; ii. The signed final statement setting forth the items and amounts of the Obligations required by Section 3.b, fully and duly executed by Seller and the Company; iii. An Assumption and Payment Agreement, pursuant to which Seller assumes and agrees to pay each of the Obligations Obligations, fully and to hold Purchaser and duly executed by the Company harmless therefromas assignor and Seller as assignee; iiiiv. Resignation of Seller as Manager, Member, and tax matters partner of the Company, fully and duly executed by Seller; ivv. Resignation of Seller as Registered Agent of the Company, fully and duly executed by Seller; vi. Amendments of the Articles of Organization and/or Operating Agreement of the Company, to the extent required by Purchaser, fully and duly executed by Seller; v. vii. Such affidavits, resolutions, indemnities, and other documentation as shall be reasonably required by Purchaser or its counsel which shall confirm that this transaction and the execution and delivery of all required documents by Seller and/or the Company are duly authorized; and viviii. The actual, exclusive, full and complete physical possession of the assets and properties of the Company.

Items to be Delivered by Seller. At Closing, Seller shall deliver to Purchaser the following items, each of which shall be in form and substance reasonably satisfactory to Purchaser: i. An Assignment and Assumption of Membership Interest, assigning to Purchaser all of Seller’s membership rights, title and interest in and to the Company, fully and duly executed by Seller; ii. The signed final statement setting forth the items and amounts of the Obligations required by Section 3.b, fully and duly executed by Seller and the Company; iii. An Assumption and Payment Agreement, pursuant to which Seller assumes and agrees to pay each of the Obligations Obligations, fully and to hold Purchaser duly executed by the Company, CCI, and/or the applicable subsidiary as assignor and the Company harmless therefromSeller as assignee; iiiiv. Resignation of Seller as Manager, Member, and tax matters partner of the Company, fully and duly executed by Seller; ivv. Resignation of Seller as Registered Agent of the Company, fully and duly executed by Seller; vi. Amendments of the Articles of Organization and/or Operating Agreement of the Company, to the extent required by Purchaser, fully and duly executed by Seller; v. vii. Such affidavits, resolutions, indemnities, and other documentation as shall be reasonably required by Purchaser or its counsel which shall confirm that this transaction and the execution and delivery of all required documents by Seller and/or the Company are duly authorized; and viviii. The actual, exclusive, full and complete physical possession of the assets and properties of the Company.