Common use of Seller Deliverables Clause in Contracts

Seller Deliverables. At the Closing, the Seller shall deliver to the Buyer: (i) Such Consents, estoppel certificates, Permits and other Instruments as Buyer may reasonably request to enable it to conduct the Business without interruption or disruption; (ii) Closing certificates, duly executed by the appropriate officers of the Company, dated on the Closing Date, in form and substance reasonably satisfactory to the Buyer, certifying the fulfillment of the closing conditions set forth in Section 2.06(a) hereof; (iii) The Employment Agreement(s), duly executed by the Executives, dated on the Closing Date, in form and substance reasonably satisfactory to the Buyer; (iv) An executed lease between the Company and the landlord of each of the Company’s [x] offices, in the form attached hereto as Exhibit A, relating to real estate located at [insert addresses] for a minimum term of five (5) years upon terms mutually agreed upon by the Company, Iron Eagle, and said landlords; (v) Financials: (a) PCAOB GAAP certified Audited Financial Statements of the Company for Fiscal Years ending December 31, 2008, 2009 and 2010. (b) GAAP Reviewed financials of the Company for the ten (10) months ending October 31, 2011. (vi) Consent to the transfers contemplated in this SPA by the surety on all bonds issued for pending construction projects of the Company; (vii) Consent of all secured creditors of the Company to the Transaction, including but not limited to Company’s banks; (viii) Certificate(s) evidencing the Shares, endorsed in blank or with executed powers of assignment attached; and (ix) Opinion of the Company’s Counsel, dated on the Closing Date, substantially in the form attached hereto as Exhibit B hereto; and

Seller Deliverables. At the Closing, the Seller shall deliver to the Buyer: (i) Such Consents, estoppel certificates, Permits and other Instruments as Buyer may reasonably request to enable it to conduct the Business without interruption or disruption; (ii) Closing certificates, duly executed by the appropriate officers of the Company, dated on the Closing Date, in form and substance reasonably satisfactory to the Buyer, certifying as to the fulfillment of the closing conditions set forth in Section 2.06(a) hereof; (iii) The Employment Agreement(s), duly executed by the Executives, dated on the Closing Date, in form and substance reasonably satisfactory to the Buyer; (iv) An executed lease between the Company and the landlord of each of the Company’s [x] two (2) offices, in the form attached hereto as Exhibit A, relating to real estate located at [insert addresses] (i) 000 Xxxxx Xxxxxx Xxxxxx, Hackensack, New Jersey 07601, and (ii) 0000 Xxxx Xxxxxx, Xxxxx, Xxx Xxxx 00000 for a minimum term of five four (54) years upon terms mutually agreed upon by the Company, Iron Eagle, Company and said landlords; (v) Financials: (a) PCAOB GAAP certified Audited Financial Statements of the Company for Fiscal Years ending December 31, 2008, 2009 and 2010. (b) GAAP Reviewed financials of the Company for the ten nine (109) months ending October 31September 30, 2011. (vii) Consent to the transfers contemplated in this SPA by the surety on all bonds issued for pending construction projects of the Company; (viiii) Consent of all secured creditors of the Company to the Transaction, including but not limited to Company’s banksSignature Bank; (viiiiii) Certificate(s) Certificate evidencing the Shares, endorsed in blank or with executed powers of assignment attached; and (ixiv) Opinion of the Company’s Counsel, Counsel dated on the Closing Date, substantially in the form attached hereto as Exhibit B hereto; and.