Common use of Seller’s Closing Date Deliveries Clause in Contracts

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 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; (c) the certificate contemplated by Section 10.5, duly executed by a duly authorized officer of Seller; (d) the Club Xxxxx Xx Licensed Departments Agreement, the Private Brands Agreement and the Transition Services Agreement, in each case duly executed on behalf of Seller; (e) the Xxxx of Sale, Assignment and Assumption Agreement, Grant Deeds (with respect to the Owned Real Estate and which shall be modified to conform to the particular requirements of the jurisdictions in which the Owned Real Estate is located) and the Assignment and Assumption Agreement (Real Estate) (which shall be modified to conform to the particular requirements of the jurisdictions in which the Real Estate is located), in each case duly executed on behalf of Seller or one or more of the Companies; (f) any other assignments and endorsements, without recourse or representation (other than as set forth herein), that may be reasonably necessary to transfer the Assets to Buyer in proper form and suitable for filing with the appropriate Governmental Body; (g) any real estate transfer Tax declarations required to be executed or filed in connection with the transfer of the Real Estate; and (h) an affidavit, substantially in the form of Exhibit V made under penalties of perjury and duly executed by Seller and each of the Companies that provides Seller’s and each Company’s United States taxpayer identification number and states that Seller is not a foreign person for purposes of Section 1445 of the Code.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of At the conditions set forth in Articles IX and XClosing, at the Closing Seller shall deliver to Buyer all of the following: (a) A Xxxx of Sale, substantially in the form of EXHIBIT F, executed by a duly authorized officer of Seller; (b) The Assignment and Assumption Agreement, executed by a duly authorized officer of Seller; (c) An Assignment of Patents and Marks, substantially in the form of EXHIBIT G (the "Assignment of Patents and Marks"), executed by a duly authorized officer of Seller; (d) A copy of the certificate of incorporation of Seller certified by its Secretary or an Assistant Secretary as of a recent date; (e) A certificate of good standing of Seller issued as of a recent date by the Secretary of State of the State of Delaware; (f) A certificate of the secretary Secretary or an assistant secretary Assistant Secretary of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to (i) no the lack of amendments to the amended and restated charter certificate of incorporation of Seller since a specified datethe date of the certificate referred to in SECTION 2.3(e) above; (ii) the amended and restated bylaws by-laws of Seller; (iii) the any resolutions of the Board of Directors of Seller authorizing the execution and performance of this Agreement, the Seller Ancillary Agreements and relating to the transactions contemplated hereby by this Agreement and therebyany Seller Transaction Agreement; and (iv) the incumbency and signatures of the officers of Seller executing this Agreement or any Seller Ancillary Agreement;; and (bg) certificates The certificate contemplated by SECTION 7.1, executed by a duly authorized officer 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.

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles IX and Article X, at the Closing Seller shall deliver to Buyer all of the following: : (a) certificate Copies of Seller’s Certificate of Incorporation certified as of a recent date by the Secretary of State of the State of Delaware; (b) Certificate of good standing of Seller issued as of a recent date by the Secretary of State of the State of Delaware; (c) 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 Certificate of Incorporation of Seller since a specified date; (ii) the amended and restated bylaws by-laws of Seller; (iii) the resolutions of the Board of Directors of Seller (or a duly authorized committee thereof) authorizing the execution and performance of this Agreement, the any Seller Ancillary Agreements Agreement to which Seller is a party and the transactions contemplated hereby and thereby; and (ivii) incumbency and signatures of the officers of Seller executing this Agreement or and any Seller Ancillary Agreement; ; (bd) certificates Copies of the secretary or an assistant secretary Certificates 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 Incorporation of the Company Ancillary Agreements to which such Company is a party and the transactions contemplated thereby; and (iv) incumbency and signatures each of the officers United States Subsidiaries certified as of such Company executing any Company Ancillary Agreement to which such Company is a party;recent date by the Secretary of State of their respective states of incorporation; 12

Seller’s Closing Date Deliveries. Subject to fulfillment or waiver (where permissible) of the conditions set forth in Articles IX and Article X, at the Closing Seller shall deliver to Buyer all of the following: (a) a certificate of good standing of Seller, issued as of a recent date by the Secretary of State of the State of Delaware; (b) 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 board of Directors managers of Seller authorizing the execution and performance of this Agreement, the any Seller Ancillary Agreements and the transactions contemplated hereby and thereby; and (ivii) incumbency and signatures of the officers of Seller executing this Agreement or and any Seller Ancillary AgreementAgreements; (bc) the certificates contemplated by Sections 9.1 and 9.4, duly executed by the applicable duly authorized officers of Seller; (d) the Xxxx of Sale and Instrument(s) of Assignment duly executed by Seller; (e) the Member Services Agreement, ScriptLINE Sublicense Agreement, the Transition Services Agreement and the Subcontract Services Agreement, in each case duly executed by Seller; and (f) such other bills of sale, assignment and other instruments of transfer or conveyance as may be otherwise reasonably requested by Buyer to evidence and effect the sale, assignment, transfer, conveyance and delivery 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;Purchased Assets.