Seller’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Sections 5.1 and 5.2, Sellers shall execute and/or deliver to Purchaser all of the following:
(a) a copy of Company’s Articles of Incorporation and By-laws;
(b) an incumbency and specimen signature certificate with respect to the officers of the Company executing any document delivered by Company hereunder or in connection with the transaction contemplated hereby, on behalf of Company;
(c) certificates representing all the Company Common Stock, duly endorsed in blank or with duly executed stock powers attached, and upon receipt by Company of the foregoing, a new certificate evidencing the Shares, validly issued by Company in the name of Purchaser;
(d) a closing certificate duly executed by Sellers, pursuant to which Sellers represent and warrant to Purchaser that (i) Sellers’ representations and warranties to Purchaser are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue ), (ii) all of Sellers’ obligations to be performed at or before the Closing have been performed (or waived in writing by Purchaser) and (iii) all documents to be executed and delivered by Sellers at the Closing have been executed by duly authorized officers of the Sellers;
(e) without limitation by the specific enumeration of the foregoing, all other documents reasonably required from Seller tos consummate the transaction contemplated hereby.
