Seller’s Deliverables. In addition to any other documents to be delivered under other provisions of this Agreement or the Master Purchase Agreement, the Seller shall deliver and release, subject to and in accordance with this Section, to the Purchaser the following on or prior to the Closing: (a) an original Bill of Sale executed by the Seller; (b) four originals of the Assignment and Assumption Agreement executed by the Seller; (c) four originals of this Agreement executed by the Seller; (d) executed Affidavit of Lost Certificate for the Acquired Subsidiary; (e) an original Limited Power of Attorney granted by the Seller pursuant to Section 5.04 hereof; (f) executed resignations from each director and officer of the Acquired Xxxxxxxxxx; (g) a copy of the articles of incorporation of the Acquired Subsidiary, certified by the secretary or another authorized officer of the Acquired Subsidiary; and (h) a copy of the bylaws of the Acquired Subsidiary, certified by the secretary or another authorized officer of the Acquired Subsidiary.
Appears in 2 contracts
Samples: Servicing Business Asset Purchase Agreement, Servicing Business Asset Purchase Agreement
Seller’s Deliverables. In addition to any other documents to be delivered under other provisions of this Agreement or the Master Purchase Agreement, the Seller shall deliver and release, subject to and in accordance with this Section, to the Purchaser the following on or prior to the Closing:
(a) an original Bill Xxxx of Sale executed by the Seller;
(b) four originals of the Assignment and Assumption Agreement executed by the Seller;
(c) four originals of this Agreement executed by the Seller;
(d) executed Affidavit of Lost Certificate for the Acquired Subsidiary;
(e) an original Limited Power of Attorney granted by the Seller pursuant to Section 5.04 hereof;
(f) executed resignations from each director and officer of the Acquired XxxxxxxxxxSubsidiary;
(g) a copy of the articles of incorporation of the Acquired Subsidiary, certified by the secretary or another authorized officer of the Acquired Subsidiary; and
(h) a copy of the bylaws of the Acquired Subsidiary, certified by the secretary or another authorized officer of the Acquired Subsidiary.
Appears in 2 contracts
Samples: Servicing Business Asset Purchase Agreement, Servicing Business Asset Purchase Agreement