Sellers Deliveries to Buyer. At the Closing, Seller will duly execute, if applicable, and deliver to Buyer: (i) evidence that Seller has, at Seller’s expense and without cost or other materially adverse consequence to Buyer, sent all notices, made all filings and obtained all Consents required to be sent, made and obtained by Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that it shall not be a condition to Closing that Seller obtain any Consents with respect to Contracts as set forth in Section 1.3; (ii) the Bxxx of Sale, dated the Closing Date, in the form attached hereto as Exhibit A (the “Bxxx of Sale”) executed by Seller; the executed counterpart signature page of Seller to the Assignment and Assumption Agreement, dated the Closing Date, in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); and such other bills of sale, assignments, deeds, certificates of title, documents and other instruments of transfer and conveyance as may be reasonably requested by Buyer, each in form and substance satisfactory to Buyer and Seller, dated the Closing Date and duly executed by Seller; (iii) copy of a pay-off letter from the Senior Lender relating to the Senior Indebtedness in a form reasonably acceptable to Buyer (the “Senior Pay-off Letter”); (iv) copies of resolutions of Seller’ managers, managing members and unitholders, authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions; and (v) any other documents as may be reasonably requested by Buyer to effect the transactions.
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Sellers Deliveries to Buyer. At the Closing, Seller will duly execute, if applicable, and deliver to Buyer:
(i) evidence that Seller hasCertificates representing the Shares being purchased by the Buyer pursuant hereto, at Seller’s expense and without cost or other materially adverse consequence to Buyer, sent all notices, made all filings and obtained all Consents required each such certificate to be sent, made duly and obtained validly endorsed in favor of Buyer or accompanied by a separate stock power duly and validly executed by Seller and otherwise sufficient to vest in connection with the execution Buyer good and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that it shall not be a condition marketable title to Closing that Seller obtain any Consents with respect to Contracts as set forth in Section 1.3such Shares;
(ii) the Bxxx of Sale, dated the Closing DateAn Officers’ Certificate, in the form attached hereto as Exhibit A (the “Bxxx of Sale”) executed mutually agreed by Seller; the executed counterpart signature page of Seller to the Assignment and Assumption Agreement, dated the Closing Date, in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); and such other bills of sale, assignments, deeds, certificates of title, documents and other instruments of transfer and conveyance as may be reasonably requested by Buyer, each in form and substance satisfactory to Buyer and Seller, dated the Closing Date and duly executed by on Seller’s behalf, as to whether each condition specified in Section 8 has been satisfied in all respects;
(iii) copy of a pay-off letter from A Secretary’s Certificate, in the Senior Lender relating to the Senior Indebtedness in a form reasonably acceptable to mutually agreed by Buyer (the “Senior Pay-off Letter”)and Seller, duly executed on Seller’s behalf;
(iv) copies The resignation, effective as of resolutions the Closing, of Seller’ managers, managing members each director and unitholders, authorizing and approving officer of the execution, delivery and performance of this Agreement Companies and the consummation of Operating Subsidiaries, to the transactionsextent requested by Buyer, and documentation in form and substance reasonably satisfactory to Buyer evidencing any such resignations;
(v) A statement from the Seller in the form specified by Treasury Regulations Section 1.1445-2(b) certifying that the Seller is not a foreign Person; provided, that if Seller fails to deliver such form, Buyer shall withhold from any payments pursuant to Section 3.1(b) any amounts required to be withheld under Code Section 1445; and
(vvi) any other documents as may be reasonably requested A counterpart of the Escrow Agreement duly executed by Buyer to effect the transactionsSeller.
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Sellers Deliveries to Buyer. At the Closing, Seller will duly execute, if applicable, and deliver to Buyer:
(i) evidence that Seller has, at Seller’s expense and without cost or other materially adverse consequence to Buyer, sent all notices, made all filings and obtained all Consents and Orders required to be sent, made and obtained by Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that it shall not be a condition to Closing that Seller obtain any Consents with respect to Contracts as set forth in Section 1.3;
(ii) the Bxxx of Sale, dated the Closing Date, in the form attached hereto as Exhibit A B (the “Bxxx of Sale”) executed by Seller; the executed counterpart signature page of Seller to the Assignment and Assumption Agreement, dated the Closing Date, in the form attached hereto as Exhibit B C (the “Assignment and Assumption Agreement”); and such other bills of sale, assignments, deeds, certificates of title, documents and other instruments of transfer and conveyance as may be reasonably requested by BuyerBuyer to effect the transactions contemplated by this Agreement, each in form and substance satisfactory to Buyer and Seller, dated the Closing Date and duly executed by Seller;
(iii) copy a certificate, dated as of the Closing Date and executed by a pay-off letter from the Senior Lender relating manager or executive officer of Seller, certifying as to the Senior Indebtedness fulfillment of the conditions set forth in a form reasonably acceptable to Buyer Sections 8.1(b) and (the “Senior Pay-off Letter”c);
(iv) copies a certificate, dated as of the Closing Date and executed by a manager or secretary of Seller, certifying as to (A) (1) the certificate of formation of the Seller and (2) certificates of good standing of the Seller of the jurisdiction of the Seller’s formation certified not later than ten (10) days prior to the Closing Date by the Secretary of State of such jurisdiction, (B) resolutions of Seller’ managers, managing members and unitholders, the managers of the Seller authorizing and approving the execution, delivery and performance by the Seller of this Agreement and any other Transaction Documents to which the consummation Seller is a party, and (C) the incumbency and signatures of the transactions; andmanagers and officers of the Seller executing this Agreement and any Transaction Documents to which the Seller is a party;
(v) a noncompetition agreement between Buyer and Seller, in the form attached hereto as Exhibits D, duly executed by Seller:
(vi) any other documents as may be reasonably requested by Buyer to effect the transactionstransactions contemplated by this Agreement.
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