Common use of OBLIGATIONS OF THE PARTIES AT THE CLOSING Clause in Contracts

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, Purchaser shall deliver to Seller: (i) payment of the Purchase Price, prior to adjustment pursuant to Section 2.2(b), as set forth in Section 2.1; (ii) a copy of resolutions of the Board of Directors of Purchaser, certified by Purchaser’s secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Purchaser, and the consummation of the transactions contemplated hereby; and (iii) executed Ancillary Agreements to which Purchaser is a party. (b) At the Closing, Seller shall deliver to Purchaser: (i) stock certificates representing the Shares, which certificates shall be duly endorsed to Purchaser or accompanied by a duly executed stock power; (ii) a copy of resolutions of the Board of Directors of Seller, certified by Seller’s secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by Seller, and the consummation of the transactions contemplated hereby; (iii) the certificate of incorporation, certificate of formation or other organizing document and a certificate of good standing for each of the Companies and their Subsidiaries, each dated within ten (10) days of the Closing Date and certified by the Secretary of State or other appropriate official of the jurisdiction of organization or formation of such Company or such Subsidiary; and (iv) executed Ancillary Agreements to which Seller, any Company or any Subsidiary of a Company is a party.