Common use of Seller Deliveries at Closing Clause in Contracts

Seller Deliveries at Closing. Subject to fulfillment or waiver of the conditions set forth in Section 10 at the Closing, Seller will execute and/or deliver to Purchaser all of the following: 6.2.1 An Officer's Certificate of Seller dated the Closing Date, in form and substance reasonably satisfactory to Purchaser (i) attaching true and correct copies of resolutions of the Board of Managers of Seller and of the Selling Members authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (ii) containing incumbency certificates for the individuals authorized to execute this Agreement and all related agreements on behalf of Seller; 6.2.2 A Xxxx of Sale substantially in the form of Exhibit A hereto duly executed by Seller; 6.2.3 An Instrument of Assignment and Assumption substantially in the form of Exhibit B hereto duly executed by Seller; 6.2.4 An opinion of counsel to Seller substantially in the form of Exhibit C; 6.2.5 Certificates of title or origin (or like documents) with respect to any property included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title; 6.2.6 The closing certificate contemplated by Section 10 hereof; 6.2.7 Appropriate documentation reflecting an assignment to Purchaser of all rights and obligations (including all leasehold improvments, fixtures and fittings and all easements, rights of way and other appurtenants) under (i) that certain Office Lease dated June 16, 1993 by and between CFES and Walnut Street Holdings LP, as amended by that certain Amendment dated March 29, 2002 for premises at Xxxxx 0000, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000, and (ii) that certain Sublease by and between Seller and Xxxxxx Xxxxxx for space in Wilmington, Delaware (together, the "Leases"); and 6.2.8 Evidence of executed endorsements, assignments, and other instruments of transfer and conveyance consistent with the terms of this Agreement as may be requested by Purchaser, in form and substance reasonably satisfactory to counsel for Purchaser, to effectively vest in Purchaser all of the right, title and interest of Seller in the Purchased Assets, free and clear of all Liens.

Seller Deliveries at Closing. Subject to fulfillment or waiver of the conditions set forth in Section 10 12, at the ClosingClosing the Selling Entities, Seller as applicable, will execute and/or deliver to Purchaser all of the following: 6.2.1 An Officer's ’s Certificate of Seller dated the Closing Date, in form and substance reasonably satisfactory to Purchaser (i) attaching a true and correct copies copy of resolutions an action of the Board of Managers of Seller and of the Selling Members Principals authorizing the execution and performance of this Agreement and the other Transaction Documents to which Seller is a party, and the transactions contemplated herebyhereby and thereby; and (ii) containing incumbency certificates for the individuals authorized to execute this Agreement and all related agreements on behalf of Seller and authorized to give instructions and directions on Seller’s behalf; 6.2.2 A Xxxx of Sale in substantially in the form of attached hereto as Exhibit A hereto D hereto, duly executed by Seller; 6.2.3 An Instrument of The Assignment and Assumption substantially in the form of Exhibit B hereto Agreement, duly executed by Seller; 6.2.4 An opinion of counsel to Seller in substantially in the form attached hereto as Exhibit E-1, and an opinion of counsel to the Principals in substantially the form attached hereto as Exhibit CE-2; 6.2.5 Certificates of title or origin (or like documents) with respect to any property included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title; 6.2.6 The closing certificate contemplated by Section 10 12 hereof; 6.2.7 Appropriate documentation reflecting an 6.2.6 An Assignment of Sublease in substantially the form attached hereto as Exhibit F-1 (the “Sublease Assignment”) together with a consent to such assignment to Purchaser of all rights and obligations (including all leasehold improvmentsfrom EPO-Xxxxx Xxxxx, fixtures and fittings and all easements, rights of way and other appurtenants) under (i) that certain Office Lease dated June 16, 1993 by and between CFES and Walnut Street Holdings LPL.L.C., as amended by that certain Amendment dated March 29, 2002 for premises at Xxxxx 0000, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000landlord, and Xxxxxx Engineering Group Inc., as sublandlord, under the 300 Sublease; 6.2.7 An Assignment of Lease in substantially the form attached hereto as Exhibit F-2 (iithe “Lease Assignment”) that certain Sublease together with a consent to such assignment from EOP-Xxxxx Xxxxx, L.L.C., as landlord under the 420 Office Lease; 6.2.8 The Expert Agreements, duly executed by and between Seller and Xxxxxx Xxxxxx for space in Wilmington, Delaware (together, the "Leases")applicable Principal; and 6.2.8 Evidence of 6.2.9 All other such executed endorsements, assignments, assignments and other instruments of transfer and conveyance consistent with the terms of this Agreement and as may be reasonably requested by Purchaser, in form and substance reasonably satisfactory to counsel for Purchaser, to effectively vest in Purchaser all of the right, title and interest of Seller in the Purchased Assets, free and clear of all Liens (other than Permitted Liens) including, without limitation, releases of the Purchased Assets from any lending arrangements and any related bank consents.

Seller Deliveries at Closing. Subject to fulfillment or waiver of the conditions set forth in Section 10 14, at the Closing, Seller will execute and/or deliver (or cause the other Seller Entities to execute and/or deliver) to Purchaser all of the following: 6.2.1 An Officer's ’s Certificate of Seller each of Seller, EAC and Winnaf dated the Closing Date, in form and substance reasonably satisfactory to Purchaser (i) attaching true and correct copies of resolutions of the Board of Managers of Seller and an action of the Selling Members or its directors, as applicable, authorizing the execution and performance of this Agreement and the other transaction documents described herein to which Seller, EAC or Winnaf, as applicable, is a party, and the transactions contemplated herebyhereby and thereby; and (ii) containing incumbency certificates for the individuals authorized to execute this Agreement and all related agreements on behalf of Seller, EAC or Winnaf, as applicable; 6.2.2 A Xxxx of Sale substantially in the form of Exhibit A hereto C hereto, duly executed by Seller; 6.2.3 An Instrument of Assignment and Assumption substantially in the form of Exhibit B D hereto (the “Instrument of Assignment”), duly executed by Seller; 6.2.4 An opinion of counsel to the Seller Entities (other than Winnaf) substantially in the form of Exhibit CE hereto; 6.2.5 Certificates of title or origin (or like documents) with respect to any property included in the Purchased Assets for which a certificate of title or origin is required in order to transfer title; 6.2.6 The closing certificate contemplated by Section 10 14 hereof; 6.2.7 Appropriate documentation reflecting an assignment to Purchaser 6.2.6 An Assignment and Assumption of all rights and obligations (including all leasehold improvments, fixtures and fittings and all easements, rights of way and other appurtenants) under (i) that certain Office Lease dated June 16(“Assignment and Assumption of Office Lease”), 1993 by and between CFES and Walnut Street Holdings LPtogether with a consent to such assignment from One Hundred Towers L.L.C., as amended landlord, all in a form reasonably acceptable to the landlord; 6.2.7 The Expert Agreements, duly executed by that certain Amendment dated March 29, 2002 for premises at Xxxxx 0000, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000, and (ii) that certain Sublease by and between Seller and Xxxxxx Xxxxxx for space in Wilmington, Delaware (together, the "Leases"); andapplicable EA Director; 6.2.8 Evidence of Such other executed endorsements, assignments, assignments and other instruments of transfer and conveyance consistent with the terms of this Agreement as may be reasonably requested by Purchaser, in form and substance reasonably satisfactory to counsel for Purchaser, to effectively vest in Purchaser all of the right, title and interest of Seller in the Purchased Assets, free and clear of all Liens (other than Permitted Liens), including, without limitation, releases of the Purchased Assets from any lending arrangements and any related bank consents.