Common use of Closing Documentation Clause in Contracts

Closing Documentation. The Seller shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) an opinion of Parker, Poe, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ L.L.P., counsel for the Buyer, dated as of the Closing Date and addressed to the Seller, in form and substance reasonably satisfactory to the Seller and his counsel; (c) such resolutions of the Buyer, as sole shareholder of the Corporation, and the directors of the Corporation electing directors and appointing officers, respectively, of the Corporation, effective upon the Closing; (d) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such state; (e) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (f) evidence, reasonably satisfactory to the Seller, of the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and (g) such other instruments and documents as the Seller shall reasonably request not inconsistent with the provisions hereof.

Closing Documentation. The Seller shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) an opinion of Parker, Poe, ▇▇▇▇▇ Adams & ▇▇▇▇▇▇▇▇▇ Bernstein L.L.P., counsel for the Buyer, dated as of the Closing Date and addressed Closi▇▇ ▇▇te ▇▇▇ ▇▇▇▇▇ssed to the Seller, in form and substance reasonably satisfactory to the Seller and his counsel; (c) such resolutions of the Buyer, as sole shareholder of the Corporation, and the directors of the Corporation electing directors and appointing officers, respectively, of the Corporation, effective upon the Closing; (d) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such stateState; (d) certificates dated as of a recent date from the Secretary of State of the State of North Carolina to the effect that the Subs are duly incorporated and in good standing in such State; (e) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (f) evidence, reasonably satisfactory to the Seller, of the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and (g) such other instruments and documents as the Seller shall reasonably request not inconsistent with the provisions hereof.

Closing Documentation. The Seller Sellers shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) payment of the Purchase Price pursuant to Section 1.2 hereof; (c) an opinion of Parker, Poe, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ L.L.P., counsel for the Buyer, dated as of the Closing Date and addressed to the SellerSellers, in form and substance reasonably satisfactory acceptable to the Seller and his counselSellers; (cd) such resolutions of the Buyer, as sole shareholder of the Corporation, and the directors of the Corporation electing directors and appointing officers, respectively, of the Corporation, effective upon the Closing; (de) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such state; (ef) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (fg) evidence, reasonably satisfactory to the SellerSellers, of the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and (gh) such other instruments and documents as the Seller Sellers shall reasonably request not inconsistent with the provisions hereof.

Closing Documentation. The Seller shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) an opinion of Parker, Poe, ▇▇▇▇▇ Adams & ▇▇▇▇▇▇▇▇▇ Bernstein L.L.P., counsel for the Buyer, dated as of the Closing Date and addressed Cl▇▇▇▇▇ Da▇▇ ▇▇▇ ▇▇dressed to the Seller, in form and substance reasonably satisfactory to the Seller and his their counsel; (c) such resolutions of the Buyer, as sole shareholder of the Corporation, and the directors of the Corporation electing directors and appointing officers, respectively, of the Corporation, effective upon the Closing; (d) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such state; (e) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (f) evidencea certificate of the Secretary of an Assistant Secretary of the Buyer as to (i) the resolutions of the Buyer's Board of Directors authorizing this Agreement and the transactions contemplated hereby (including the issuance of the Preferred Stock), reasonably satisfactory to the Seller, of and (ii) the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and (g) such other instruments and documents as the Seller shall reasonably request not inconsistent with the provisions hereof.

Closing Documentation. The Seller Sellers shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) payment of the Purchase Price pursuant to Section 1.2 hereof; (c) an opinion of Parker, Poe, ▇▇▇▇▇ Adams & ▇▇▇▇▇▇▇▇▇ Bernstein L.L.P., counsel for the Buyer, dated as of the Closing Date and addressed Cl▇▇▇▇▇ Da▇▇ ▇▇▇ ▇▇dressed to the SellerSellers, reasonably acceptable in form and substance reasonably satisfactory to the Seller and his Sellers' counsel; (c) such resolutions of the Buyer, as sole shareholder of the Corporation, and the directors of the Corporation electing directors and appointing officers, respectively, of the Corporation, effective upon the Closing; (d) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such stateState; (e) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (f) evidencea certificate of the Secretary or an Assistant Secretary of the Buyer as to (i) the bylaws of the Buyer, reasonably satisfactory to (ii) the Sellerresolutions of the Buyer's Board of Directors authorizing this Agreement and the transactions contemplated hereby, of and (iii) the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and (g) such other instruments and documents as the Seller Sellers shall reasonably request not inconsistent with the provisions hereof.

Closing Documentation. The Seller Sellers shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof; (b) payment of the Purchase Price pursuant to Section 1.2 hereof; (c) an opinion of Parker, Poe, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ L.L.P., counsel for the Buyer, dated as of the Closing Date and addressed to the SellerSellers, in the form and substance reasonably satisfactory to the Seller and his counsel;of Exhibit H annexed hereto; and (cd) such resolutions of the Buyer, as sole shareholder of the Corporation, and the directors of the Corporation electing directors and appointing officers, respectively, of the Corporation, effective upon the Closing; (de) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such state; (ef) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (fg) evidence, reasonably satisfactory to the SellerSellers, of the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and (gh) such other instruments and documents as the Seller Sellers shall reasonably request not inconsistent with the provisions hereof.

Closing Documentation. The Seller Sellers shall have received the following documents, agreements and instruments from the Buyer: (a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof8.2; (b) an opinion of Parker, Poe, ▇▇▇▇▇ Adams & Bernstein L.L.P., ▇▇▇▇▇▇el ▇▇▇ L.L.P., counsel for the Buyer▇▇▇ ▇uyer, dated as of the Closing Date and addressed to the SellerSellers, in form and substance reasonably satisfactory with respect to the Seller and his counselmatters identified on Exhibit 8.3(b); (c) such resolutions of the Buyer, as sole shareholder of the Corporation, and the directors of the Corporation electing directors and appointing officers, respectively, of the Corporation, effective upon the Closing; (d) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such stateState; (e1) certificates dated as of a recent date from the Secretary of State of the State of the Sub's organization to the effect that the Sub is duly incorporated and in good standing in such State; (d) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware; (fe) evidence, reasonably satisfactory to the SellerSellers, of the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and; (gf) such other instruments and documents as the Seller Sellers shall reasonably request not inconsistent with the provisions hereof; and (g) a copy of the Sub's Articles of Incorporation including all amendments thereby certified by the Secretary of State of the State of Maryland.