7Deliveries by Buyer Sample Clauses

7Deliveries by Buyer. At the Closing, F&S and Buyer shall deliver, or cause to be delivered: (a) the Estimated Closing Cash Consideration to Seller in accordance with Section 3.2(b); (b) ▇▇▇▇▇’s duly executed counterpart to the Purchased Assets Assignment Agreement; (c) ▇▇▇▇▇’s duly executed counterpart to the Leasehold Assignment Documents; (d) ▇▇▇▇▇’s duly executed counterpart to the Trademark Assignment; (e) ▇▇▇▇▇’s duly executed counterpart to the Domain Name Assignment; (f) ▇▇▇▇▇’s duly executed counterpart to the Transition Services Agreement; (g) a certificate of the Secretary or an Assistant Secretary of each of F&S and Buyer certifying: (i) attached thereto are true and complete copies of the F&S or Buyer resolutions of the board of directors (or equivalent governing body) of F&S or Buyer authorizing the execution and delivery of this Agreement and the Transaction Documents to which it is a party and the performance of its obligations hereunder and thereunder; (ii) that all such resolutions are in full force and effect; and (iii) the incumbency and signature of the officers of F&S or Buyer executing this Agreement and the Transaction Documents to which it is a party; (h) a good standing certificate of each of F&S and Buyer from the state of incorporation or organization, as applicable, of such Party, dated as of a recent date; (i) the certificate of incorporation (or equivalent document) and all amendments thereto of each of F&S and Buyer, duly certified as of a recent date by the Secretary of State of the jurisdiction of its incorporation or organization, as applicable; and (j) such other separate instruments and documents as may be reasonably requested by Seller for the purpose of facilitating the consummation of any of the Transactions.