Seller Party Closing Deliveries. At or prior to Closing, the Seller Parties shall deliver to Buyer, or cause to be delivered to Buyer: (a) the Closing Certificate; (b) the third-party Consents listed on Schedule 5.3; (c) counterpart signature pages to the Restrictive Covenant Agreement, duly executed by each Seller Party; (d) a fully executed (i) Estoppel Certificate and (ii) Landlord Agreement and Waiver; (e) a certificate from Seller, duly executed by an officer of Seller, certifying: (i) as complete and accurate as of Closing, attached copies of Seller’s charter documents, and (ii) all requisite resolutions or actions approving the sale of the Purchased Assets, approving a change in Seller’s name to a name reasonably acceptable to Buyer, terminating Seller’s foreign qualifications and terminating Seller’s trade name reservations, together with such executed documents as shall be required to change Seller’s name and terminate such foreign qualifications and trade name reservations; (f) a good standing certificate for Seller as of the most recent practicable date from the Secretary of State of Florida and from each other state in which Seller is qualified to do business; (g) (i) a non-foreign person affidavit that complies with the requirements of Code §1445 from Seller, and (ii) a properly completed and executed IRS Form W-9 from Seller; (h) pay-off letters for the Payable Indebtedness and invoices for the Selling Expenses, in each case, in a form reasonably acceptable to Buyer; (i) a counterpart signature page to the PPP Escrow Agreement; and (j) all other documents reasonably required by Buyer to consummate the Transactions. To the extent Closing is effectuated without any of the deliverables in the immediately preceding sentence, any requirement of the Seller Parties to deliver such shall be waived.
Seller Party Closing Deliveries. At or prior to Closing, the Seller Parties shall deliver to Buyer, or cause to be delivered to Buyer:
Seller Party Closing Deliveries. At the Closing, the Shareholders shall deliver or caused to be delivered to the Purchaser the following:
