The Xxxx of Sale. On the Closing Date, the Seller shall execute and deliver a Xxxx of Sale and Assignment of Receivables with respect to the Receivables, substantially in the form of Exhibit A hereto.
The Xxxx of Sale. A Closing Statement in form and substance mutually satisfactory to Buyer and Seller (the "CLOSING STATEMENT").
The Xxxx of Sale and Omnibus Agreement executed by Buyer and Seller; (k) The Assignment of Leases executed by Buyer and Seller; and (l) The Xxxxx Xxxx Tax Notice executed by Seller.
The Xxxx of Sale. If the Purchaser is a corporation, (i) copies of the certificate of incorporation and by-laws of the Purchaser and of the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of the Purchaser; (ii) a good standing certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; (iii) a qualification to do business certificate issued by the State of New Jersey, dated within thirty (30) days of the Closing Date; and (iv) an incumbency certificate executed by the Secretary or Assistant Secretary of the Purchaser with respect to those officers of the Purchaser executing any documents or instruments in connection with the transactions contemplated herein.
The Xxxx of Sale. Such other documents, certificates and other instruments as may be reasonably required to consummate the transaction contemplated hereby.
The Xxxx of Sale. All other previously undelivered documents that Buyer is required to deliver to Seller or Parent pursuant to this Agreement prior to the Closing.
The Xxxx of Sale. If the Purchaser is a corporation, (i) copies of the certificate of incorporation and by- laws of the Purchaser and of the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of the Purchaser; (ii) a good standing certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; (iii) a qualification to do business certificate issued by the State of California, dated within thirty (30) days of the Closing Date; and (iv) an incumbency certificate executed by the Secretary or Assistant Secretary of the Purchaser with respect to those officers of the Purchaser executing any documents or instruments in connection with the transactions contemplated herein.
The Xxxx of Sale. If the Purchaser is a corporation, (i) copies of the certificate of incorporation and by-laws of the Purchaser and of the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of the Purchaser; (ii) a good standing certificate issued by the state of incorporation of the Purchaser, dated within thirty (30) days of the Closing Date; (iii) a good standing certificate issued by the State of Washington, dated within thirty (30) days of the Closing Date; and (iv) an incumbency certificate executed by the Secretary or Assistant Secretary of the Purchaser with respect to those officers of the Purchaser executing any documents or instruments in connection with the transactions contemplated herein.
The Xxxx of Sale. The Assignment and Assumption of Intangible Personal Property and the Assumed Contracts.
