Common use of Seller Closing Deliverables Clause in Contracts

Seller Closing Deliverables. At the Closing or prior to the Closing, Seller will deliver, or cause to be delivered, to each Buyer: (a) an executed counterpart to each of the Transaction Agreements (other than any Confirmations) to which it is a party; (b) an executed counterpart of Guarantor to the Guaranty; (c) a certificate of the Secretary or an Assistant Secretary of Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of Seller executing the Transaction Agreements, (ii) attached copies of Seller’s articles of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; (d) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; (e) a customary legal opinion or opinions with respect to Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with the Merger Agreement, binding nature of obligations, absence of violations of Law and no consents under Law; and (f) a customary legal opinion or opinions with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents, binding nature of obligations, absence of violations of Law and no consents under Law.

Seller Closing Deliverables. At the Closing or prior to the Closing, Seller will deliver, or cause to be delivered, to each Buyer: (a) an executed counterpart to each of the Transaction Agreements (other than any Confirmations) to which it is a party; (b) an executed counterpart counterparts of Guarantor each of the Guarantors to the Guaranty; (c) a certificate of the Secretary or an Assistant Secretary of Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of Seller executing the Transaction Agreements, (ii) attached copies of Seller’s articles of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; (d) a certificate of the Secretary or an Assistant Secretary of each Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of each Guarantor executing the Guaranty, (ii) attached copies of each Guarantor’s certificate of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of each Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; (e) a customary legal opinion or opinions with respect to Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with the Merger AgreementDocuments, binding nature of obligations, absence of violations of Law and no consents under Law; and, and creation and perfection of security interests; (f) a customary legal opinion or opinions with respect to each Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents, binding nature of obligations, absence of violations of Law and no consents under Law; (g) a duly completed Certification of Beneficial Owners(s) with respect to Seller; (h) results of a UCC lien search with respect to Seller for the State of Iowa as of a date not more than seven (7) days prior to the Closing; and (i) fully prepared UCC-1 financing statements reflecting the Security Interests granted by Seller under the Master Repurchase Agreement.

Seller Closing Deliverables. At the Closing or prior to the Closing, Seller the Sellers and Sellers’ Agent (as applicable) will deliver, or cause to be delivered, to each Buyer: (a) an executed counterpart to each of the Transaction Agreements (other than including any ConfirmationsConfirmations with respect to Transactions being entered into on the Effective Date) to which it is a party; (b) an executed a counterpart of Guarantor to the GuarantyGuaranty executed by Guarantor; (c) a certificate of the Secretary or an Assistant Secretary of each Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of such Seller executing the Transaction Agreements, (ii) attached copies of such Seller’s articles of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of such Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; (d) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate articles of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; (e) a customary legal opinion or opinions opinions, in form and substance satisfactory to Buyer, with respect to each Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with certain material agreements (including, for the Merger Agreementavoidance of doubt, the Securitization Facility Documents and the Credit Facility Documents), binding nature of obligations, absence of violations of Applicable Law, absence of consents under Applicable Law and no consents under Law; andvalidity and perfection of security interests; (f) a customary legal opinion or opinions with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with certain material agreements (including, for the avoidance of doubt, the Securitization Facility Documents and the Credit Facility Documents), binding nature of obligations, absence of violations of Applicable Law and no consents under Applicable Law; (g) a favorable bring-down opinion as to true sale and non-consolidation matters with respect to the Hill-Rom Parties and the transactions contemplated by the Securitization Facility Documents, delivered in accordance with Section 5(h) of the Securitization LSA Amendment and including MUFG, in its capacity as Buyer hereunder, as an addressee thereof; (h) results of a UCC lien search with respect to each Seller for the State where such Seller is organized as of a date not more than fourteen (14) days prior to the Closing; and (i) fully prepared UCC-1 financing statements reflecting the security interests granted by each Seller under the applicable Master Repurchase Agreement.

Seller Closing Deliverables. At the Closing or prior to the Closing, Seller will deliver, or cause to be delivered, to each Buyer: (a) an executed counterpart to each of the Transaction Agreements (other than any Confirmations) to which it is a party; (b) an executed counterpart of Guarantor to the Guaranty; (c) a certificate of the Secretary or an Assistant Secretary of Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of Seller executing the Transaction Agreements, (ii) attached copies of Seller’s articles of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; (d) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; (e) a customary legal opinion or opinions with respect to Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with the Merger AgreementDocuments, binding nature of obligations, absence of violations of Law and no consents under Law; and (f) a customary legal opinion or opinions with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents, binding nature of obligations, absence of violations of Law and no consents under Law.

Seller Closing Deliverables. At the Closing or prior to the Closing, Seller will deliver, or cause to be delivered, to each Buyer: (a) an executed counterpart to each of the Transaction Agreements (other than any Confirmations) to which it is a party; (b) an executed a counterpart of Guarantor to the GuarantyGuaranty executed by Guarantor; (c) counterparts of the Control Agreements executed by Depositary; (d) counterparts to the JPM Letter Agreement executed by each of the parties thereto (other than Agent); (e) a certificate of the Secretary or an Assistant Secretary of Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of Seller executing the Transaction Agreements, (ii) attached copies of Seller’s articles certificate of incorporation formation and bylawslimited liability company agreement; and (iii) copies of all corporate limited liability company approvals and consents of Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; (df) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; (eg) a customary legal opinion or opinions opinion, in form and substance satisfactory to Agent, with respect to Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with certain material agreements (including, for the Merger Agreementavoidance of doubt, the Credit Agreement Documents), binding nature of obligations, absence of violations of Law, absence of consents under Law and no consents under Law; andvalidity and perfection of security interests; (fh) a customary legal opinion or opinions with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents, binding nature of obligations, absence of violations of Law and no consents under Law; (i) results of a UCC lien search with respect to Seller for the State of Ohio as of a date not more than seven (7) days prior to the Closing; and (j) fully prepared UCC-1 financing statements reflecting the Security Interests granted by Seller under the Master Repurchase Agreement.

Seller Closing Deliverables. At the Closing On or prior to the Closing, the Seller Parties will deliver, or cause to be delivered, to each Buyer: (a) an executed counterpart to each of the Transaction Agreements (other than including any ConfirmationsConfirmations with respect to Transactions being entered into on the Effective Date) to which it is a party; (b) an executed a counterpart of Guarantor to the GuarantyGuaranty executed by Guarantor; (c) a certificate of the Secretary or an Assistant Secretary of Sellerthe Seller Parties, dated the Effective Date, certifying as to (i) the incumbency of the officers of each Seller Party executing the Transaction Agreements, (ii) attached copies of Sellereach Seller Party’s articles of incorporation incorporation, by-laws, certificate of formation and bylawsoperating agreement, as applicable; and (iii) copies of all corporate approvals and consents of each Seller Party that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; (d) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate articles of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; (e) a customary legal opinion or opinions opinions, in form and substance satisfactory to Buyer, with respect to each Seller Party opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with certain material agreements (including, for the Merger Agreementavoidance of doubt, the Securitization Facility Documents and the Credit Facility Documents), binding nature of obligations, absence of violations of Applicable Law, absence of consents under Applicable Law and no consents under Law; andvalidity and perfection of security interests; (f) a customary legal opinion or opinions with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with certain material agreements (including, for the avoidance of doubt, the Securitization Facility Documents and the Credit Facility Documents), binding nature of obligations, absence of violations of Applicable Law and no consents under Applicable Law; (g) a favorable true sale and non-consolidation opinion with respect to the Outfront Parties and the transactions contemplated by the Securitization Facility Documents, delivered in accordance with Section 6.01 of the Receivables Purchase Agreement and including MUFG, in its capacity as Buyer hereunder, as an addressee thereof; (h) results of a UCC lien search with respect to each Seller Party for the applicable State where such Seller Party is organized as of a recent date; (i) confirmation of the filing of a UCC-3 financing statement amendment with respect to the UCC-1 financing statement filed by Xxxxxx Xxxxxxx Senior Funding, Inc. against each TRS Originator; and (j) fully prepared UCC-1 financing statements reflecting any security interests granted by a Seller Party under the Master Repurchase Agreement and this Framework Agreement.

Seller Closing Deliverables. At the Closing or prior to the Closing, Seller will deliver, or cause to be delivered, to each Buyer: (a) an executed counterpart to each of the Transaction Agreements (other than any Confirmations) to which it is a party; (b) an executed a counterpart of Guarantor to the GuarantyGuaranty executed by Guarantor; (c) a certificate of the Secretary or an Assistant Secretary of Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of Seller executing the Transaction Agreements, (ii) attached copies of Seller’s articles certificate of incorporation formation and bylawslimited liability company agreement; and (iii) copies of all corporate limited liability company approvals and consents of Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; (d) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; (e) a customary legal opinion or opinions opinions, in form and substance satisfactory to Buyer, with respect to Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with the Merger AgreementCredit Facility Documents and the Securitization Facility Documents, binding nature of obligations, absence of violations of, and absence of Law consents under, certain U.S. Federal and no consents under Law; andNew York State laws and creation and perfection of security interests; (f) a customary legal opinion or opinions opinions, in form and substance satisfactory to Buyer, with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with the Credit Facility Documents, binding nature of obligations, and absence of violations of, and absence of Law consents under, certain U.S. Federal and no consents under LawNew York State laws; (g) results of UCC lien searches with respect to Seller for the State of Delaware as of a date not more than thirty (30) days prior to the Closing; and (h) a fully prepared UCC-1 financing statement describing the Collateral.

Seller Closing Deliverables. At the Closing On or prior to the Closing, the Seller will deliver, or cause to be delivered, to each Buyer: (a) an executed counterpart to each of the Transaction Agreements (other than including any ConfirmationsConfirmations with respect to Transactions being entered into on the Effective Date) to which it is a party; (b) an executed a counterpart of Guarantor to the GuarantyGuaranty executed by Guarantor; (c) a certificate of the Secretary or an Assistant Secretary of the Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of the Seller executing the Transaction Agreements, (ii) attached copies of the Seller’s articles certificate of incorporation formation and bylawsoperating agreement; and (iii) copies of all corporate approvals and consents of the Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; (d) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate articles of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; (e) a customary legal opinion or opinions opinions, in form and substance satisfactory to Buyer, with respect to the Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with certain material agreements (including, for the Merger Agreementavoidance of doubt, the Securitization Facility Documents and the Credit Facility Documents), binding nature of obligations, absence of violations of Applicable Law, absence of consents under Applicable Law and no consents under Law; andvalidity and perfection of security interests; (f) a customary legal opinion or opinions with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with certain material agreements (including, for the avoidance of doubt, the Securitization Facility Documents and the Credit Facility Documents), binding nature of obligations, absence of violations of Applicable Law and no consents under Applicable Law; (g) a favorable bring-down opinion as to true sale and non-consolidation matters with respect to the Outfront Parties and the transactions contemplated by the Securitization Facility Documents, delivered in accordance with Section 2(e) of the Securitization RPA Amendment and including MUFG, in its capacity as Buyer hereunder, as an addressee thereof; (h) results of a UCC lien search with respect to the Seller for the State where the Seller is organized as of a recent date; (i) confirmation of the filing of a UCC-3 financing statement amendment with respect to the UCC-1 financing statement filed by Xxxxxx Xxxxxxx Senior Funding, Inc. against the Seller; and (j) fully prepared UCC-1 financing statements reflecting the security interests granted by the Seller under the Master Repurchase Agreement.

Seller Closing Deliverables. At the Closing or prior to the Closing, Seller will deliver, or cause to be delivered, to each Buyer: : (a) an executed counterpart to each of the Transaction Agreements (other than any Confirmations) to which it is a party; ; (b) an executed a counterpart of Guarantor the Guaranty executed by Guarantor; (c) counterparts of the Control Agreements executed by Depositary; (d) counterparts to the Guaranty; JPM Letter Agreement executed by each of the parties thereto (cother than Agent); (e) a certificate of the Secretary or an Assistant Secretary of Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of Seller executing the Transaction Agreements, (ii) attached copies of Seller’s articles certificate of incorporation formation and bylawslimited liability company agreement; and (iii) copies of all corporate limited liability company approvals and consents of Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; ; (df) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; ; (eg) a customary legal opinion or opinions opinion, in form and substance satisfactory to Agent, with respect to Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with certain material agreements (including, for the Merger Agreementavoidance of doubt, the Credit Agreement Documents), binding nature of obligations, absence of violations of Law, absence of consents under Law and no consents under Lawvalidity and perfection of security interests; and (fh) a customary legal opinion or opinions with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents, binding nature of obligations, absence of violations of Law and no consents under Law; 4 (i) results of a UCC lien search with respect to Seller for the State of Ohio as of a date not more than seven (7) days prior to the Closing; and (j) fully prepared UCC-1 financing statements reflecting the Security Interests granted by Seller under the Master Repurchase Agreement.

Seller Closing Deliverables. At the Closing On or prior to the Closing, the Seller Parties will deliver, or cause to be delivered, to each Buyer: (a) an executed counterpart to each of the Transaction Agreements (other than including any ConfirmationsConfirmations with respect to Transactions being entered into on the Effective Date) to which it is a party; (b) an executed a counterpart of Guarantor to the GuarantyGuaranty executed by Guarantor; (c) a certificate of the Secretary or an Assistant Secretary of Sellerthe Seller Parties, dated the Effective Date, certifying as to (i) the incumbency of the officers of each Seller Party executing the Transaction Agreements, (ii) attached copies of Sellereach Seller Party’s articles of incorporation incorporation, by-laws, certificate of formation and bylawsoperating agreement, as applicable; and (iii) copies of all corporate approvals and consents of each Seller Party that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; (d) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate articles of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; (e) a customary legal opinion or opinions opinions, in form and substance satisfactory to Buyer, with respect to each Seller Party opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with certain material agreements (including, for the Merger Agreementavoidance of doubt, the Securitization Facility Documents and the Credit Facility Documents), binding nature of obligations, absence of violations of applicable Law, absence of consents under applicable Law and no consents under Law; andvalidity and perfection of security interests; (f) a customary legal opinion or opinions with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with certain material agreements (including, for the avoidance of doubt, the Securitization Facility Documents and the Credit Facility Documents), binding nature of obligations, absence of violations of applicable Law and no consents under applicable Law; (g) a reliance letter delivered to MUFG, in its capacity as Buyer hereunder, with respect to each favorable true sale and non-consolidation opinion delivered with respect to the Vistra Parties and the transactions contemplated by the Securitization Facility Documents; (h) results of a UCC lien search with respect to each Seller Party for the applicable State where such Seller Party is organized as of a recent date; (i) fully prepared UCC-1 financing statements reflecting any security interests granted by a Seller Party under the Master Repurchase Agreement and this Framework Agreement; (j) a copy of (i) the Securitization RPA Amendment and (ii) the Securitization PSA Amendment; (k) all other documents, instruments, agreements and opinions identified on the closing list attached hereto as Exhibit B; and (l) a copy of the pro-forma Information Package required to be delivered to the Securitization Agent pursuant to the Securitization Purchase Agreement.

Seller Closing Deliverables. At the Closing or prior to the Closing, Seller will deliver, or cause to be delivered, to each Buyer: : (a) an executed counterpart to each of the Transaction Agreements (other than any Confirmations) to which it is a party; ; (b) an executed counterpart of Guarantor to the Guaranty; ; (c) a certificate of the Secretary or an Assistant Secretary of Seller, dated the Effective Date, certifying as to (i) the incumbency of the officers of Seller executing the Transaction Agreements, (ii) attached copies of Seller’s articles of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Seller that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Transaction Agreements; ; (d) a certificate of the Secretary or an Assistant Secretary of Guarantor, dated the Effective Date, certifying as to (i) the incumbency of the officer(s) of Guarantor executing the Guaranty, (ii) attached copies of Guarantor’s certificate of incorporation and bylaws; and (iii) copies of all corporate approvals and consents of Guarantor that are required by it in connection with entering into, and the exercise of its rights and the performance of its obligations under, the Guaranty; ; (e) a customary legal opinion or opinions with respect to Seller opining on existence, due authorization and execution, absence of conflicts with Organizational Documents and with the Merger Agreement, binding nature of obligations, absence of violations of Law and no consents under Law; and and (f) a customary legal opinion or opinions with respect to Guarantor opining on existence, due authorization and execution, absence of conflicts with Organizational Documents, binding nature of obligations, absence of violations of Law and no consents under Law.