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

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, AmSurg shall deliver to Seller: (i) the consideration as specified in Article 2; (ii) a copy of resolutions of the Board of Directors of AmSurg, certified by its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by AmSurg, and the consummation of the transactions contemplated hereby; (iii) a certificate of AmSurg certifying as to the accuracy of the representations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 10.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Seller and the Doctors will deliver to AmSurg: (i) a copy of resolutions of the Board of Governors of Seller, certified by its 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; (ii) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's books, records and other data relating to the Purchased Assets (except company records and any other documents and records which Seller is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the Purchased Assets; (iii) a certificate of the Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing; (iv) a certificate of each of the Doctors certifying as to the accuracy of the Doctors' representations and warranties at and as of the Closing and that they have performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by each of them at or before the Closing; (v) the opinion of Robexx Xxxxx Xxxxx, X.A., legal counsel to Seller and the Doctors, in substantially the form of Exhibit 9.6; and (vi) such other certificates and documents as AmSurg or its counsel may reasonably request.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, AmSurg shall deliver to SellerSellers: (i) the consideration as specified in Article 2; (ii) a copy of resolutions of the Board of Directors of AmSurg, certified by its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by AmSurg, and the consummation of the transactions contemplated hereby; (iii) a certificate of AmSurg certifying as to the accuracy of the representations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 10.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Seller Sellers and the Doctors will deliver to AmSurg: (i) a copy of resolutions of the Board of Directors or Board of Governors of each Seller, certified by its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by SellerSellers, and the consummation of the transactions contemplated hereby; (ii) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in AmSurg all of Seller's Sellers' title to and interest in the Purchased Assets, all of Seller's Sellers' books, records and other data relating to the Purchased Assets (except company records and any other documents and records which Seller is Sellers are required by law to retain in its their possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the Purchased Assets; (iii) a certificate of the each Seller certifying as to the accuracy of Seller's Sellers' representations and warranties at and as of the Closing and that it has they have performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller Sellers at or before the Closing; (iv) a certificate of each of the Doctors certifying as to the accuracy of the Doctors' representations and warranties at and as of the Closing and that they have performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by each of them at or before the Closing; (v) the opinion of Robexx Xxxxx XxxxxPlattner, X.A.Schneidman & Schnxxxxx, X.C., legal counsel to Seller and the Doctors, in substantially the form of Exhibit 9.6; and (vi) such other certificates and documents as AmSurg or its counsel may reasonably request.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, AmSurg shall deliver to Seller: (i) the consideration as specified in Article 2; (ii) a copy of resolutions of the Board of Directors of AmSurg, certified by its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by AmSurg, and the consummation of the transactions contemplated hereby; (iii) a certificate of AmSurg certifying as to the accuracy of the representations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 10.411.4; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (b) At the Closing, Seller and the Doctors will deliver to AmSurg: (i) a copy of resolutions of the Board of Governors Directors of Seller, certified by its 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; (ii) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's books, records and other data relating to the Purchased Assets (except company corporate records and any other documents and records which Seller is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the Purchased Assets; (iii) a certificate of the Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing; (iv) a certificate of each of the Doctors certifying as to the accuracy of the Doctors' representations and warranties at and as of the Closing and that they have performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by each of them at or before the Closing; (v) the opinion of Robexx Xxxxx XxxxxShugxxxx, X.A.Xxomson & Kilrxx, X.C., legal counsel to Seller and the Doctors, in substantially the form of Exhibit 9.610.6; and (vi) such other certificates and documents as AmSurg or its counsel may reasonably request.

OBLIGATIONS OF THE PARTIES AT THE CLOSING. (a) At the Closing, AmSurg shall deliver to SellerDoctors: (i) the consideration as specified in Article 2; (ii) a copy of resolutions of the Board of Directors of AmSurg, certified by its Secretary, authorizing the execution, delivery and performance of this Agreement and the other documents referred to herein to be executed by AmSurg, and the consummation of the transactions contemplated hereby; (iii) a certificate of AmSurg certifying as to the accuracy of the representations and warranties of AmSurg at and as of the Closing and that AmSurg has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by AmSurg at or before the Closing; (iv) the opinion of Bass, Berrx & Xims XXX, legal counsel for AmSurg, the terms of which are substantially as set forth in Exhibit 10.49.4; and (v) such other certificates and documents as Seller Doctors or its their counsel may reasonably request. (b) At the Closing, Seller and the Doctors will deliver to AmSurg: (i) a copy of resolutions of the Board of Governors of Seller, certified by its 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; (ii) such deeds, bills of sale, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form and substance reasonably satisfactory to AmSurg, as shall be effective to vest in AmSurg all of Seller's title to and interest in the Purchased Assets, all of Seller's books, records and other data relating to the Purchased Assets (except company records and any other documents and records which Seller is required by law to retain in its possession), and, simultaneously with such delivery, will take such steps as may be necessary to put AmSurg in actual possession and operating control of the Purchased Assets; (iii) a certificate of the Seller certifying as to the accuracy of Seller's representations and warranties at and as of the Closing and that it has performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by Seller at or before the Closing; (iv) a certificate of each of the Doctors certifying as to the accuracy of the Doctors' representations and warranties at and as of the Closing and that they have performed or complied with all of the covenants, agreements, terms, provisions and conditions to be performed or complied with by each of them at or before the Closing; (vii) the opinion of Robexx Xxxxx XxxxxWilentz, X.A.Goldxxx & Xpitxxx, legal xxgal counsel to Seller and the Doctors, in substantially the form of Exhibit 9.68.4; and (viiii) such other certificates and documents as AmSurg or its counsel may reasonably request.