Other Closing Items. Condemnor shall be ready and able to seamlessly assume providing electrical service to the Customers from its system independent of Condemnee's system to the extent required to occur on the Changeover Date by the Implementation Plan.
Other Closing Items. Condemnee shall be ready and able to disconnect the Customers from its system and permit Condemnor to connect them to its system to the extent required to occur on the Changeover Date by the Implementation Plan.
Other Closing Items. Concurrently with, or prior to, the execution hereof, Seller shall also provide Purchasers with the following documents and items, in form and substance acceptable to Purchasers:
Other Closing Items. At Closing, the following agreements have been ------------------- executed:
Other Closing Items. At the Closing:
Other Closing Items. At Closing, in addition to the instruments of conveyance and transfer of title identified above, the Seller shall further deposit into Escrow and/or deliver or make available to the Buyer all documents necessary for Closing, including but not limited to (a) originals of all of the information, files, records, data, and plans belonging to the Seller which are part of the Business and/or the Assets; (b) one or more releases or deeds of reconveyance (as applicable) from Wilmington Trust, National Association, in its capacity as collateral agent, sufficient to release the Business and the Assets from the Lien held thereby, including any and all UCC-3 termination statements or amendments, and such other documents needed to release any and all Liabilities or Liens binding on the Business and/or the Assets; (c) written consent of the necessary equity holders of Seller authorizing the transactions contemplated in this Agreement; (d) a certificate of good standing of Seller issued by the California Secretary of State and an Entity Status Letter for Seller and the Business from the Franchise Tax Board of the State of California, each dated within ten (10) days of the Closing Date, unless Seller is unable to obtain any of the foregoing due to delays on the part of the State of California and the Title Company is able to insure Buyer’s title without said items; (e) a Tax clearance certificate or statement of Tax due from the FTB; (f) a Tax clearance certificate from the EDD; (g) a Tax clearance certificate from the California Department of Tax and Fee Administration (formerly the Board of Equalization); provided, however, that the clearance certificates or statements identified in clauses (e) through (g) above shall be delivered by Seller to the extent required by the Title Company to insure Buyer’s title; (h) updated Schedules to this Agreement at least five (5) business days prior to the Closing Date; (i) a certificate of each Seller to the effect that the Seller is not a foreign person within the meaning of section 1445 of the Internal Revenue Code; (j) anything that may be reasonably required by Buyer’s lender and/or the Title Company; and (k) such other items that may be reasonably requested by Buyer to close the transactions contemplated in this Agreement.
