Other Closing Deliveries. The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.
Other Closing Deliveries. Seller shall have delivered to Buyer such other certificates and documents customary in transactions similar to those contemplated hereby that are reasonably requested by Buyer.
Other Closing Deliveries. The Parties shall each execute and deliver such other and further certificates, assurances and documents as may reasonably be required by the other Parties in connection with the consummation of the transactions contemplated by this Agreement.
Other Closing Deliveries. The Seller Parties shall deliver to Purchaser the following:
(a) Sellers’ Customer List, updated as of the Closing Date;
(b) the Assumption Agreement and the Joint Contract Assumption Agreement, duly executed by Sellers;
(c) the General Assignment and Bxxx of Sale, substantially in the form of Exhibit 8.8(c) attached hereto, duly executed by Sellers;
(d) the Non-Competition Agreement, substantially in the form of Exhibit 8.8(d) attached hereto (the “Non-Competition Agreement”), duly executed by Sellers and the Shareholder;
(e) the Non-Competition Agreement, substantially in the form of Exhibit 8.8(e) attached hereto (“Non-Competition Agreement for Management”), duly executed by each of Fxxxx X. Xxxxxx, Xx. and Txxx Xxxxxxxx;
(f) the Transition Services Agreement, substantially in the form of Exhibit 8.8(f) attached hereto (the “Transition Services Agreement”), duly executed by Sellers;
(g) the Trademark License Agreement, substantially in the form of Exhibit 8.8(g) attached hereto (the “License Agreement”), duly executed by Sellers;
(h) the Escrow Agreement, duly executed by Sellers and the Escrow Agent;
(i) a certificate of the secretary of each Seller, in form and substance reasonably satisfactory to Purchaser, certifying that (i) attached thereto is a true, correct and complete copy of (A) the articles or certificate of incorporation of such Seller, certified as of a recent date by the Secretary of State of such Seller’s state of incorporation and the bylaws of such Seller, (B) to the extent applicable, resolutions duly adopted by the board of directors and the shareholders authorizing the performance of the transactions contemplated by this Agreement and the execution and delivery of the Transaction Documents to which it is a party and (C) a certificate of existence or good standing as of a recent date of Seller from such Seller’s state of incorporation, (ii) the resolutions referenced in subsection (i)(B) are still in effect and (iii) nothing has occurred since the date of the issuance of the certificate(s) referenced in subsection (i)(C) that would adversely affect such Seller’s existence or good standing in such jurisdiction;
(j) a certificate of each Seller’s non-foreign status as set forth in Treasury Regulation Section 1445-2(b);
(k) an offer letter and a confidentiality, non-solicitation and non-competition agreement, in a form reasonably satisfactory to Purchaser, duly executed by Txxx Xxxxxx as of the date hereof and effective as of the Closin...
Other Closing Deliveries. The Seller shall have delivered the other closing deliveries set forth in Section 2.4.
Other Closing Deliveries. Buyer shall have received at or prior to the Closing such other documents, instruments and certificates as Buyer may reasonably request in order to effectuate the transactions contemplated hereby.
Other Closing Deliveries. The Seller shall have delivered to the Purchaser the following:
Other Closing Deliveries. The Investor shall have delivered the other closing deliveries applicable to such Closing set forth in Section 2.5.
Other Closing Deliveries. Each of the Founder, the Selling Shareholder and the Company shall have delivered the other closing deliveries applicable to such Closing set forth in Section 2.3 and Section 2.4.
Other Closing Deliveries. The Sellers must have caused the other documents and instruments required by Section 2.07 to be delivered (or tendered subject only to Closing) to the Buyer.
