Common use of Seller's Actions at Closing Clause in Contracts

Seller's Actions at Closing. At Closing, Seller shall deliver to Purchaser at Seller's sole cost and expense, such bills of sales, endorsements, assignments, and other good and sufficient instruments of conveyance and transfer as provided for herein, and any other instruments in form and substance acceptable to Purchaser as shall be necessary to vest effective in Purchaser all right, title, and interest in and to the Assets, free and clear of all liens, charges, encumbrances, pledges or claims of any nature (except as provided herein), including without limitation, the following: 5.2.1. General bills of sale fully and properly executed by Seller vesting in Purchaser good and marketable title to the Assets, in the form attached hereto as Exhibit "E" ("Bill xx Sale"). 5.2.2. Fully and properly executed transfers of MCOs for all vehicles transferred to Purchaser. 5.2.3. Fully and properly executed transfers of title for all company vehicles and used vehicles, subject to the provisions of Section 2.1.2. 5.2.4. A certificate executed by Seller's president in his corporate and not in his individual capacity, certifying that, as of the Closing Date, all of the representations and warranties of Seller are true and correct in all respects and that each and every covenant and agreement to be performed by Seller prior to or as of the Closing Date pursuant to this agreement has been performed in all respects. 5.2.5. A certificate of corporate existence in good standing for Seller from the State of Texas dated within thirty (30) days of the Closing Date. 5.2.6. A copy of resolutions duly adopted by Seller authorizing and approving Seller's performance of the transaction contemplated herein and the execution and delivery of all documents in connection with such transactions, certified by the secretary of Seller, as true in full force as of the Closing Date.

Seller's Actions at Closing. At Closing, Seller shall deliver to Purchaser at Seller's sole cost and expense, such bills of sales, endorsements, assignments, and other good and sufficient instruments of conveyance and transfer as provided for herein, and any other instruments in form and substance acceptable to Purchaser as shall be necessary to vest effective in Purchaser all right, title, and interest in and to the Assets, free and clear of all liens, charges, encumbrances, pledges or claims of any nature (except as provided herein), including without limitation, the following: 5.2.1. General bills of sale fully and properly executed by Seller vesting in Purchaser good and marketable title to the Assets, in the form attached hereto as Exhibit "E" ("Bill xx Sale"). 5.2.2. Fully and properly executed transfers of MCOs for all vehicles transferred to Purchaser. 5.2.3. Fully and properly executed transfers of title for all company vehicles and used vehicles, subject to the provisions of Section 2.1.2. 5.2.4. A certificate executed by Seller's president in his corporate and not in his individual capacity, general partner certifying that, as of the Closing Date, all of the representations and warranties of Seller are true and correct in all respects and that each and every covenant and agreement to be performed by Seller prior to or as of the Closing Date pursuant to this agreement has been performed in all respects. 5.2.5. A certificate of corporate existence in good standing for Seller from the State of Texas dated within thirty (30) days of the Closing Date. 5.2.6. A copy of resolutions duly certificate adopted by Seller authorizing and approving Seller's performance of the transaction contemplated herein and the execution and delivery of all documents in connection with such transactions, certified by the secretary of Seller, as true in full force as of the Closing Date.

Seller's Actions at Closing. At Closing, Seller shall deliver to Purchaser at Seller's sole cost and expense, such bills of sales, endorsements, assignments, and other good and sufficient instruments of conveyance and transfer as provided for herein, and any other instruments in form and substance acceptable to Purchaser as shall be necessary to vest effective in Purchaser all right, title, and interest in and to the Assets, free and clear of all liens, charges, encumbrances, pledges or claims of any nature (except as provided herein), including without limitation, the following: 5.2.1. General bills of sale fully and properly executed by Seller vesting in Purchaser good and marketable title to the Assets, in the form attached hereto as Exhibit "E" ("Bill xx Sale"). 5.2.2. Fully and properly executed transfers of MCOs for all vehicles transferred to Purchaser. 5.2.3. Fully and properly executed transfers of title for all company vehicles and used vehicles, subject to the provisions of Section 2.1.2. 5.2.4. A certificate executed by Seller's president in his corporate and not in his individual capacity, certifying that, as of the Closing Date, all of the representations and warranties of Seller are true and correct in all respects and that each and every covenant and agreement to be performed by Seller prior to or as of the Closing Date pursuant to this agreement has been performed in all respects. 5.2.5. A certificate of corporate existence in good standing for Seller from the State of Texas dated within thirty (30) days of the Closing Date. 5.2.6. A copy of resolutions duly adopted by Seller authorizing and approving Seller's performance of the transaction contemplated herein and the execution and delivery of all documents in connection with such transactions, certified by the secretary of Seller, as true in full force as of the Closing Date. 5.2.7. Possession of the Assets. 5.2.8. Such other instruments and documents as Purchaser may reasonably consider necessary to effect the transactions contemplated herein.