Seller’s Closing Date Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article X, at Closing Seller shall deliver to Buyer all of the following:
(a) Certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the Certificate of Incorporation of Seller and the lack of amendments thereto, (ii) the By-laws of Seller, (iii) the resolutions of the board of directors of Seller authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement and the transactions contemplated hereby and thereby and (iv) incumbency and signatures of the officers of Seller executing this Agreement and any Seller Ancillary Agreement;
(b) The certificates representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powers;
(c) The certificate contemplated by Section 9.1, duly executed by a duly authorized officer of Seller;
(d) The written resignations of the officers designated by Buyer at least three business days prior to Closing and all directors of each of the Companies;
(e) The stock book, stock ledger, minute books, corporate seal and other corporate books and records of each of the Companies;
(f) Executed documents or other instruments in form reasonably satisfactory to Buyer that release the Encumbrances on the Shares and the assets of the Companies and any further liabilities under the Security Documents;
(g) If not previously delivered to Buyer, all other documents, certificates, instruments and writings required pursuant hereto to be delivered by or on behalf of Seller at or before Closing;
(h) An executed termination of the Shared Space and Services Agreement, dated November 16, 1998 between SFFC and Opco, pursuant to which Opco shall be relieved of any present or future obligation or liability thereunder;
(i) Evidence of compliance by the Seller of its agreement set forth in Section 5.7(c);
(j) Legal opinion of counsel to Seller substantially in the form attached hereto as Exhibit D; and
(k) Evidence that Opco's participation in the Accounts Receivable Facility will be terminated as of the Closing Date and that, after the Closing Date, Opco shall no longer be bound thereby nor have any liability thereunder.
Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles IX and X, at the Closing Seller shall deliver to Buyer all of the following:
(a) certificate of the secretary or an assistant secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the amended and restated charter of Seller since a specified date; (ii) the amended and restated bylaws of Seller; (iii) the resolutions of the Board of Directors of Seller authorizing the execution and performance of this Agreement, the Seller Ancillary Agreements and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of Seller executing this Agreement or any Seller Ancillary Agreement;
(b) certificates of the secretary or an assistant secretary of each Company, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no amendments to the amended and restated charter of such Company since a specified date; (ii) the amended and restated bylaws of such Company; (iii) the resolutions of the Board of Directors of such Company authorizing the execution and performance of the Company Ancillary Agreements to which such Company is a party and the transactions contemplated thereby; and (iv) incumbency and signatures of the officers of such Company executing any Company Ancillary Agreement to which such Company is a party;
Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Article X, at the Closing the Sellers shall deliver to Buyer all of the following:
(a) Copies of the Restated Certificate of Incorporation of FDC certified as of a recent date by the Secretary of State of the State of Delaware;
(b) Copies of the Articles of Incorporation of FFMC certified as of a recent date by the Secretary of State of the State of Georgia;
(c) Certificates of good standing of FDC and FFMC issued as of a recent date by the Secretary of State of the State of Delaware and the Secretary of State of the State of Georgia, respectively;
(d) Certificate of the secretary or an assistant secretary of FDC, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the lack of amendments to the Restated Certificate of Incorporation of FDC since the date of the certificate specified in clause (a) above; (ii) the By-laws of FDC; (iii) the resolutions of the Board of Directors of FDC authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which FDC is a party and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of FDC executing this Agreement and any Seller Ancillary Agreement to which FDC is a party;
(e) Certificate of the secretary or an assistant secretary of FFMC, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) the lack of amendments to the Articles of Incorporation of FFMC since the date of the certificate specified in clause (b) above; (ii) the By-laws of FFMC: (iii) the resolutions of the Board of Directors of FFMC authorizing the execution and performance of this Agreement, any Seller Ancillary Agreement to which FFMC is a party and the transactions contemplated hereby and thereby; and (iv) incumbency and signatures of the officers of FFMC executing this Agreement and any Seller Ancillary Agreement to which FFMC is a party;
(f) Copies of the Articles or Certificate of Incorporation of Strategies and of the Strategies Subsidiaries, each certified as of a recent date by the Secretary of State of such entity's respective state of incorporation;
(g) Copies of the Articles or Certificate of Incorporation of Services and the Services Subsidiaries, each certified as of a recent date by the Secretary of State of such entity's state of incorporation or, in the case of Services, the State Corporation Commission...
Seller’s Closing Date Deliveries. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer all of the following:
(a) the certificate contemplated by Section 10.2(d), duly executed by a duly authorized officer of Seller and Parent;
(b) the Transition Services Agreement, duly executed on behalf of each of Parent and Seller;
(c) the Long-Term Master License Agreement, duly executed on behalf of the Master License Agreement Landlord;
(d) the Short-Term Spectrum Manager Lease Agreement, duly executed on behalf of the Subsidiaries of Seller named therein;
(e) IRS Form 8023 (and any state forms) as required to effect the Section 338(h)(10) Elections;
(f) if the King Street Closing or the Advantage Closing does not occur at the Closing, the Escrow Agreement, duly executed on behalf of Seller;
(g) if the King Street Closing or the Advantage Closing does occur at the Closing, the DE Assignment Agreement in respect of the King Street Closing or the Advantage Closing, as applicable, duly executed on behalf of Seller and its relevant Subsidiaries; and
(h) an IRS Form W-9 from Seller.
Seller’s Closing Date Deliveries. (a) Section 4.4(c) of the Purchase Agreement shall be deleted in its entirety and the following shall be substituted in lieu thereof:
Seller’s Closing Date Deliveries. At the Closing, the Seller will deliver to the Purchaser the Assets.
Seller’s Closing Date Deliveries. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:
(a) an instrument of transfer of the New Holdco Units to CMFG Life, free and clear of all Liens (other than Liens arising under applicable securities Laws);
(b) one or more certificates representing all of the Canadian Shares, free and clear of all Liens (other than Liens arising under applicable securities Laws), or duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, and bearing or accompanied by all requisite stock transfer stamps, or affidavit(s) of loss in lieu thereof, transferring the Canadian Shares to Canada Holdco;
(c) a statement, meeting the requirements of Section 1.1445-2(b)(2) of the Treasury Regulations, to the effect that Interfinancial is not a “foreign person” within the meaning of Section 1445 of the Code and the Treasury Regulations thereunder;
(d) a duly executed counterpart of each Ancillary Agreement to which it or any of its Affiliates (other than the Acquired Companies) is a party;
(e) (i) a properly completed IRS Form 8023 with respect to AMLIC executed by Seller and (ii) a properly completed IRS Form 8023 with respect to USIC executed by Seller;
(f) the certificate contemplated by Section 6.02(a); and
(g) such other agreements, documents, instruments or certificates as may be reasonably required to effectuate the transactions contemplated by this Agreement.
Seller’s Closing Date Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer all of the following, each duly executed and notarized as applicable:
(a) an assignment of the LLC Interests in form and substance reasonably satisfactory to Buyer and Seller sufficient to convey to Buyer good, valid and marketable title to the LLC Interests, free and clear of all liens, claims and encumbrances;
(b) a certificate executed by an officer of Seller dated the Closing Date certifying on behalf of Seller that the conditions set forth in Sections 6.03(a) and 6.03(b) have been fulfilled;
(c) such other separate instruments of sale, assignment or transfer that Buyer may reasonably deem necessary or appropriate in order to perfect, confirm or evidence title to all or any part of the LLC Interests; and
(d) resolutions of Seller authorizing the execution and delivery of this Agreement and performance of Seller’s obligations hereunder.
Seller’s Closing Date Deliveries. Subject to fulfillment or waiver of the conditions set forth in Article 9, at Closing, the Seller shall deliver or cause to be delivered to Buyer all the following:
(a) Copies of the Articles or Certificate of Incorporation of each of the Company and its Subsidiaries certified as of a recent date by the Secretaries of State in which the Company and its Subsidiaries are organized;
(b) Certificates of good standing of the Company and each of its Subsidiaries issued as of a recent date by the Secretaries of State in which the Company and its Subsidiaries are organized and the appropriate Governmental Body of each other jurisdiction where the Company and its Subsidiaries are qualified to do business;
(c) A certificate of the Secretary or an Assistant Secretary of the Company dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying (i) attached copies of the Company’s Articles or Certificate of Incorporation and Bylaws;
Seller’s Closing Date Deliveries. Subject to fulfillment or waiver of the conditions set forth in Section 9, at the Closing, Seller shall deliver to Purchaser all of the following:
(a) A Bxxx of Sale, substantially in the form of Exhibit D, executed by a duly authorized officer of Seller;
(b) The Patent and Technology License Agreement, executed by a duly authorized officer of Seller;
(c) The Consulting Agreement, executed by a duly authorized officer of Seller;
(d) All other instruments, certificates, documents and filings (if applicable) necessary to provide Purchaser full ownership of the Assets; and
(e) Such other instruments and documents as Purchaser may reasonably deem necessary or as may be required to consummate the transactions contemplated hereby.
