Other Closing Deliveries Sample Clauses
Other Closing Deliveries. The Borrower shall have delivered the other closing deliverables set forth in Section 3.2.
Other Closing Deliveries. Buyer shall have delivered to Seller such other certificates and documents customary in transactions similar to those contemplated hereby that are reasonably requested by Seller.
Other Closing Deliveries. The Parties shall each execute and deliver such other and further certificates, assurances and documents as may reasonably be required by the other Parties in connection with the consummation of the transactions contemplated by this Agreement.
Other Closing Deliveries. The Seller shall have delivered the other closing deliveries set forth in Section 2.4.
Other Closing Deliveries. Buyer shall have received at or prior to the Closing:
(i) a certificate from the Company, dated the Closing Date, signed by an executive officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Sections 6.2(a) and 6.2(c);
(ii) a certificate from each Seller, dated the Closing Date, signed by such Seller, certifying as to the satisfaction of the conditions specified in Section 6.2(b) with respect to such Seller;
(iii) a certificate from: (A) the Secretary of the Company certifying as to (I) copies of the Company’s Governing Documents as in effect as of the Closing Date, (II) the resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which the Company is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby, and (III) the incumbency of officers authorized to execute this Agreement or any other Transaction Document to which the Company is or is required to be a party; and (B) the secretary (or equivalent officer or manager) of each Seller that is not an individual certifying as to the resolutions of such Seller’s board or directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents to which such Seller is or is required to be a party, and the consummation of each of the transactions contemplated hereby and thereby;
(iv) good standing certificates for the Company certified as of a date no later than thirty (30) days prior to the Closing Date from the Secretary of State of the State of Delaware and from the proper Governmental Authority for each other jurisdiction in which the Company is qualified to do business as a foreign corporation as of the Closing (to the extent that good standing certificates or similar documents are generally available in such jurisdictions);
(v) the Escrow Agreement duly executed by each of the Seller Representative and the Escrow Agent;
(vi) a duly executed copy of an Option Election Agreement substantially in the form of Exhibit B hereto for each Optionholder;
(vii) Noncompetition Agreements in substantially the forms attached hereto as Exhibit C (each, a “Noncompetition Agreement”), duly executed by each of the Sellers (or their Affiliates) as identified on Schedule 6.2(d)(vii);
(viii) Employment Agreements from the Company in ...
Other Closing Deliveries. Buyer shall have received at or prior to the Closing such other documents, instruments and certificates as Buyer may reasonably request in order to effectuate the transactions contemplated hereby.
Other Closing Deliveries. The Seller shall have delivered to the Purchaser the following:
Other Closing Deliveries. The Investor shall have delivered the other closing deliveries applicable to the Closing set forth in Section 2.5.
Other Closing Deliveries. Each of the Founder, the Selling Shareholder and the Company shall have delivered the other closing deliveries applicable to such Closing set forth in Section 2.3 and Section 2.4.
Other Closing Deliveries. The Sellers must have caused the other documents and instruments required by Section 2.07 to be delivered (or tendered subject only to Closing) to the Buyer.