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

Seller’s Deliveries at Closing. At the Closing Seller will deliver the following documents to the Purchaser all of which shall be reasonably satisfactory in form and substance to the Purchaser and its counsel: (a) Xxxx of Sale for the Assets in the form attached as Exhibit 3. (b) An opinion from counsel to Seller, dated the Closing Date, in the form described elsewhere in this Agreement. (c) All consents, approvals and authorizations, all notices and all registrations and filings required to be obtained, given or made under any law, statute, rule, regulation, judgment, order, injunction, contract, agreement or other instrument to which Seller is subject, bound or a party, or by which Seller or any of its properties is bound or subject, in each case which is required to permit the consummation of the transactions contemplated by the Agreement without contravention, violation or breach by Seller of any of the terms thereof. (d) Certificate of good standing for Seller from the Secretary of the State of New Jersey dated as of a date reasonably prior to the Closing Date. (e) Certified copy of resolutions of the Board of Directors and the shareholders of Seller authorizing, inter alia, the execution and delivery of this Agreement, the sale of the Assets and the other transactions contemplated under this Agreement. (f) At Seller's office, such business records related to the Assets as may be reasonably requested by the Purchaser, including, without limitation, employee and personnel folders and applications, payroll, tax related records and financial data. (g) Officer's Certificate in the form described elsewhere in this Agreement. (h) Such other documents, instruments, certificates and agreements, including assignment of space lease to Purchaser, as Purchaser and its counsel may reasonably request.