Execution and Delivery of Closing Documents Sample Clauses

Execution and Delivery of Closing Documents. Seller shall have executed and acknowledged, as appropriate, and shall be ready, willing and able to deliver to Buyer all of the documents described in Section 9.03.

Execution and Delivery of Closing Documents. The School District further agrees to deliver to the Authority, concurrently with the delivery of such School District Bonds: an unqualified opinion of nationally recognized bond counsel to the School District, in the form of Exhibit F hereto and addressed as provided in Exhibit F, or accompanied by a reliance letter or letters addressed as provided in Exhibit F hereto; an Arbitrage and Use of Proceeds Certificate in a form acceptable to the Authority and its bond counsel; if the School District Bonds are authenticated, a certificate as to authentication of the School District Bonds (authenticated School District Bonds are not required by the Authority unless the School District Resolution or local law requires authentication); a closing certificate in the form of Exhibit H hereof as to confirmation of certain matters set forth in this Financing Agreement, signatures and incumbency of authorized signatories, delivery and payment of the School District Bonds and certain other matters; the opinion of local counsel to the School District, dated the date of issuance of the Authority Bonds, in the form of Exhibit G hereto; the Continuing Disclosure Agreement; and such additional certificates, documents and opinions as may be reasonably requested by the Authority. The obligation of the Authority to issue, deliver and sell the Authority Bonds and to make the Loan are conditioned upon the delivery of the opinions, certificates and documents required by this Section 3.6, in form and substance satisfactory to the Authority and the receipt of the State Approvals. With respect to such opinions, certificates and documents the forms of which are appended hereto, the School District hereby acknowledges that it and its bond counsel have reviewed such forms and the School District hereby agrees to deliver or cause to be delivered such items in the forms appended hereto (except for the insertion of the appropriate names and titles).

Execution and Delivery of Closing Documents. This Agreement and each of the other Closing Documents shall have been duly authorized, executed and delivered by the parties thereto and shall be in full force and effect on the Closing Date without any material Default or Event of Default having occurred or existing thereunder or material breach thereof or circumstance which would give any party thereto the right to terminate any such Closing Document.

Execution and Delivery of Closing Documents. 2 1.5 EXECUTION AND FILING OF MERGER DOCUMENTS..................................................3 1.6

Execution and Delivery of Closing Documents. Before the Closing, each party shall cause to be prepared and at the Closing the parties shall execute and deliver each agreement and instrument required by this Agreement or the Merger Agreement to be so executed and delivered and not theretofore

Execution and Delivery of Closing Documents. On or before the time specified by Escrow Agent to consummate Closing as provided herein, CCLC, CC and/or Buyer, as appropriate, shall execute (with notary acknowledgment, as applicable) and submit to Escrow Agent the following items (the "Closing Documents") with respect to the respective property to be conveyed by each Seller:

Execution and Delivery of Closing Documents. The Company and Contributors shall have executed and acknowledged, as appropriate, and shall be ready, willing and able to deliver to Laredo all of the deliverables described in Section 9.03.

Execution and Delivery of Closing Documents. With respect to each of the Initial Closing and Option Closing, Buyer shall have executed and acknowledged, as appropriate, and shall be ready, willing and able to deliver to Sellers all of the documents described in Section 9.04 and Buyer shall be ready, willing and able to deliver to Sellers the Adjusted Initial Purchase Price or Adjusted Option Purchase Price, as applicable.

Execution and Delivery of Closing Documents. The Seller and the Acquired Companies must deliver to the Purchaser (or such other party as appropriate), the following, duly executed as appropriate: (a) this Stock Purchase Agreement; (b) the stock certificates evidencing the Acquired Stock properly endorsed for transfer to the Purchaser or accompanied by duly executed stock powers in favor of the Purchaser and otherwise in a form acceptable for transfer on the books of the Acquired Companies; (c) the Escrow Agreement; (d) the Non-competition Agreement; (e) a certificate dated as of the Closing Date, signed by an officer of the Seller and the Acquired Companies certifying that the conditions specified in Sections 6.01 through 6.03 have been satisfied; (f) a certificate from the Seller and each Acquired Company dated as of the Closing Date, signed by the Secretary thereof and in form and substance satisfactory to the Purchaser certifying (i) that resolutions have been duly adopted by the Board of Directors and shareholders (if necessary) thereof authorizing the execution of this Agreement and the Ancillary Agreements and all of the other transactions to be consummated pursuant hereto, (ii) the names and incumbency of its officers who are empowered to execute the foregoing documents for and on behalf of the Seller or such Acquired Company, (iii) the authenticity of attached copies of the Articles or Certificate of Incorporation and Bylaws of the Seller or such Acquired Company, and (iv) the continued good standing of the Seller or such Acquired Company in the state of its incorporation, as evidenced by a reasonably current Certificate of Good Standing; (g) a favorable opinion of the legal counsel to the Seller and the Acquired Companies as to the matters referred to on Exhibit C, with reliance language in favor of the Purchaser's lenders in connection with the transactions contemplated by this Agreement; and (h) such other documents, certificates, instruments or opinions as the Purchaser may reasonably request, in form reasonably satisfactory to the Purchaser.