Performance; Document Delivery Clause Samples

Performance; Document Delivery. SEI and Sub shall have performed in all material respects, at or prior to the Closing Date, all acts in accordance with its covenants set forth herein, including, but not limited to, delivery to the Company of the following documents: (i) Certificates for the Shares of SEI Common Stock and the cash payable pursuant to Section 4; (ii) A good standing certificate regarding SEI certified by the Secretary of State of the State of Delaware dated within five business days prior to Closing; (iii) A certificate dated as of the Closing Date signed by a duly authorized officer of SEI certifying that the representations and warranties of SEI set forth herein are true and correct in all material respects as of the Closing Date and that SEI has fulfilled all of the conditions of this Section 9; (iv) Resolutions adopted by the Board of Directors of SEI approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary of SEI; and (v) An incumbency certificate certifying the identity of the officers of SEI.

Performance; Document Delivery. The Shareholder shall have performed, at or prior to the Closing Date, all acts in accordance with their covenants herein, including, but not limited to, delivery to Crusader and CRM of the following documents: (i) A good standing certificate regarding the Company, certified by the Secretary of State of such party's state of organization dated within five (5) business days prior to Closing; (ii) A certificate dated as of the Closing Date signed by the officers of Shareholder and the Company certifying that the representations and warranties of the Company and Shareholder set forth herein are true and correct as of the Closing Date and that each Shareholder has fulfilled all of the conditions of this Section10; (iii) Certificates representing the Shares, together with accompanying stock transfer powers or instruments of assignment, duly endorsed in blank by the applicable Shareholder; (iv) Resignations of each of the officers and directors of the Company effective as of the Closing Date; (v) Releases of each shareholder and each officer and director of the Company concerning any claim against the Company (other than current accrued wages and benefits), including any claims for indemnification, contribution or otherwise arising with respect to this Agreement, the representations, warranties and agreements contained herein and the transactions contemplated hereby; (vi) All books and records of the Company, including all corporate and other records, minute books, stock record books, stock registers, books of accounts, contracts, agreements and such other documents or certificates as shall be reasonably requested by Crusader and CRM; and (vii) Evidence that all agreements or arrangements, whether written or oral, among the Shareholder and/or the Company that relate in any manner to the Company's common stock have been terminated.

Performance; Document Delivery. SEI shall have performed in all material respects, at or prior to the Closing Date, all acts in accordance with its covenants set forth herein, including, but not limited to, delivery to the Company of the following documents: (i) The Purchase Price to be paid pursuant to Section 2; (ii) A good standing certificate regarding SEI certified by the Secretary of State of the State of Delaware dated within five business days prior to Closing; (iii) A certificate dated as of the Closing Date signed by a duly authorized officer of SEI certifying that the representations and warranties of SEI set

Performance; Document Delivery. The Company and each Shareholder shall have performed in all material respects, at or prior to the Closing Date, all acts in accordance with their covenants herein.

Performance; Document Delivery. Crusader and CRM shall have performed, in all material respects, at or prior to the Closing Date, all acts in accordance with its covenants set forth herein, including, but not limited to, delivery to the Shareholder of the following documents: (i) A good standing certificate regarding CRM certified by the Secretary of State of the State of New York dated within five (5) business days prior to Closing; (ii) A certificate dated as of the Closing Date signed by a duly authorized officer of Crusader and CRM certifying that the representations and warranties of Crusader and CRM set forth herein are true and correct in all material respects as of the Closing Date and that Crusader and CRM have fulfilled all of the conditions of this Section 9; (iii) Resolutions adopted by the managing member of CRM approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby; and (iv) An incumbency certificate certifying the identity of the officers of CRM.

Performance; Document Delivery. PFC shall have performed in all material respects, at or prior to the Closing Date, all acts in accordance with its covenants set forth herein, including, but not limited to, delivery to the Members of the following documents: (i) A good standing certificate regarding PFC certified by the Secretary of State of the State of Delaware dated within five (5) business days prior to Closing; (ii) A certificate dated as of the Closing Date signed by a duly authorized officer of PFC certifying that the representations and warranties of PFC set forth herein are true and correct in all material respects as of the Closing Date and that PFC has fulfilled all of the conditions of this Section 9; (iii) Resolutions adopted by the Board of Directors of PFC approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, certified by the Secretary of PFC; and (iv) An incumbency certificate certifying the identity of the officers of PFC.