Closing Date Documentation Clause Samples

Closing Date Documentation. Seller shall deliver the following documentation to Buyer on the Closing Date: 2.2.1. A copy of the Guaranty Agreement duly executed by Federal Signal. 2.2.2. A certificate executed by the secretary of Federal Signal certifying as to (i) true and correct copies of the certificate of incorporation and bylaws of Federal Signal, (ii) a true and correct copy of resolutions duly adopted by the board of directors of Federal Signal authorizing the transactions contemplated by this Agreement and the Guaranty Agreement and (iii) the incumbency and specimen signatures of officers authorized to execute the Guaranty Agreement on behalf of Federal Signal. 2.2.3. A certificate executed by the secretary of Seller certifying as to (i) true and correct copies of the certificate of incorporation and bylaws of Seller, (ii) a true and correct copy of resolutions duly adopted by the board of directors of Seller authorizing the transactions contemplated by this Agreement and (iii) the incumbency and specimen signatures of officers authorized to execute the Transaction Documents on behalf of Seller. 2.2.4. A financing statement (Form UCC-1) naming Seller as Debtor (Seller) and Buyer as Secured Party (Buyer) to be filed with the Delaware Secretary of State with respect to the Purchased Assets. 2.2.5. An opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel of Federal Signal, with respect to certain corporate matters. 2.2.6. An opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, outside counsel to Federal Signal, with respect to certain corporate and UCC matters. 2.2.7. Any other documents (including, without limitation, powers of attorney) reasonably requested by Buyer.
View SourceView Similar (5)
Closing Date Documentation. In addition to the other documents required hereunder, as a predicate to the closing of the transactions hereunder, NCS shall supply CCSI with the following on or before the Closing Date.
View Source
Closing Date Documentation. Seller shall deliver the following documentation to Buyer on the Closing Date: 2.2.1. A certificate executed by the secretary of Seller certifying as to (i) true and correct copies of the certificate of incorporation and bylaws of Seller, (ii) a true and correct copy of resolutions duly adopted by the board of directors of Seller authorizing the transactions contemplated by this Agreement and (iii) the incumbency and specimen signatures of officers authorized to execute the Transaction Documents on behalf of Seller. 2.2.2. A financing statement (Form UCC-1) naming Seller as Debtor (Seller) and Buyer as Secured Party (Buyer) to be filed with the Delaware Secretary of State with respect to the Purchased Assets. 2.2.3. An opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel of Seller, with respect to certain corporate matters. 2.2.4. An opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, outside counsel to Seller, with respect to certain corporate and UCC matters. 2.2.5. Any other documents (including, without limitation, powers of attorney) reasonably requested by Buyer.
View Source
Closing Date Documentation. In addition to the other documents required hereunder, as a predicate to the closing of the transactions hereunder, PEAK COMM and CCSI shall supply each other, as applicable, with the following on or before the Closing Date:
View Source
Closing Date Documentation. Borrower shall have received, on or prior to the Closing Date, the following documents: (a) a certificate of the Secretary of Lender, dated the Closing Date, certifying to Borrower the names of Lender's officers, the offices that each holds and the authenticity of their signatures; (b) a certificate of the Lender, dated the Closing Date, certifying to Borrower that the conditions specified in Section 4.9 of this Agreement have been fulfilled; and (c) the opinion of Lender's legal department, dated the Closing Date, in the form attached hereto as Exhibit D.
View Source
Closing Date Documentation. In addition to the other documents required hereunder, as a predicate to the closing of the transactions hereunder, CTI shall supply CCSI with the following on or before the Closing Date.
View Source
Closing Date Documentation. In addition to the other documents required hereunder, as a predicate to the closing of the transactions hereunder, SIGMACOM shall supply CCSI with the following on or before the Closing Date.
View Source
Closing Date Documentation. In addition to the other documents required hereunder, as a predicate to the closing of the transactions hereunder, IEC shall supply C3 with the following on or before the Closing Date.
View Source
Closing Date Documentation. In addition to the other documents required hereunder, as a predicate to the closing of the transactions hereunder, BPI shall supply CCSI with the following on or before the Closing Date.
View Source

Related to Closing Date Documentation

  • Closing Documentation The Parent shall have received the --------------------- following documents, agreements and instruments from the Company: (i) an opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ & Freidenrich LLP, dated the Closing Date and addressed to the Parent and Newco, in substantially the form of Exhibit F hereto; --------- (ii) certificates dated as of a recent date from the Secretary of State of the States of Delaware and any other applicable states to the effect that each of the Company and its Subsidiaries is duly incorporated and in good standing in such state and stating that the Company and its Subsidiaries owes no franchise taxes in such state and listing all documents of the Company and its Subsidiaries on file with said Secretary of State; (iii) a copy of the Certificate of Incorporation of the Company, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware; (iv) evidence, reasonably satisfactory to the Parent, of the authority and incumbency of the persons acting on behalf of the Company in connection with the execution of any document delivered in connection with this Agreement; (v) Uniform Commercial Code Search Reports on Form UCC-11 with respect to the Company and its Subsidiaries from the states and local jurisdictions where the principal place of business of the Company and its Subsidiaries and their respective assets are located, the search reports of which shall confirm compliance with Section 3.15 (and Schedule thereto) of this Agreement; (vi) the corporate minute books and stock record books of the Company and its Subsidiaries; (vii) estoppel letters of lenders to the Company, in form and substance reasonably satisfactory to the Parent, with respect to amounts (including any pre-payment penalties) owing by the Company as of the Closing; and (viii) such other instruments and documents as the Parent shall reasonably request not inconsistent with the provisions hereof.

  • Tax Documentation For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Counterparty shall provide to Dealer a valid and duly executed U.S. Internal Revenue Service Form W-9, or any successor thereto, completed accurately and in a manner reasonably acceptable to Dealer and, in particular, with the “corporation” box checked on line 3 thereof (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such tax form previously provided by Counterparty has become inaccurate or incorrect. Additionally, Counterparty shall, promptly upon reasonable request by Dealer, provide, such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Dealer, that may be required or reasonably requested to allow Dealer to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate. For the purposes of Sections 4(a)(i) and 4(a)(ii) of the Agreement, Dealer shall provide to Counterparty a valid and duly executed U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, completed accurately and in a manner reasonably acceptable to Counterparty and, in particular, with the “corporation” box checked on line 3 or 4 thereof, (i) on or before the date of execution of this Confirmation; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such tax form previously provided by Dealer has become inaccurate or incorrect. Additionally, Dealer shall, promptly upon reasonable request by Counterparty, provide such other tax forms and documents, accurately completed and in a manner reasonably acceptable to Counterparty, that may be required or reasonably requested to allow Counterparty to make a payment under this Confirmation, including any Credit Support Document, without any deduction or withholding for or on account of any Tax or with such deduction at a reduced rate.

  • ENVIRONMENTAL DOCUMENTATION Each environmental service provided by the Engineer shall have a deliverable. Deliverables shall summarize the methods used for the environmental services and shall summarize the results achieved. The summary of results shall be sufficiently detailed to provide satisfactory basis for thorough review by the State, the County, The Federal Highway Administration (FHWA), and (where applicable) agencies with regulatory oversight. All deliverables shall meet regulatory requirements for legal sufficiency and shall adhere to the requirements for reports enumerated in the State’s NEPA MOU. a. Quality Assurance/Quality Control Review The Engineer shall perform quality assurance quality control (QA/QC) reviews of environmental documents and on other supporting environmental documentation to determine whether documents conform with: 1. Current Environmental Compliance Toolkit guidance published by the State’s Environmental Affairs Division and in effect as of the date of receipt of the documents or documentation to be reviewed; 2. Current state and federal laws, regulations, policies, guidance, agreements, and memoranda of understanding between the State and other state or federal agencies; and 3. FHWA and American Association of State Highway and Transportation Officials (AASHTO) guidelines contained in “Improving the Quality of Environmental Documents, A Report of the Joint AASHTO and American Council of Engineering Companies (ACEC) Committee in Cooperation with the Federal Highway Administration” (May 2006) for: i. Readability, and ii. Use of evidence and data in documents to support conclusions. Upon request by the State or the County, the Engineer shall provide documentation that the QA/QC reviews were performed by qualified staff. a. Deliverables shall contain all data acquired during the environmental service. All deliverables shall be written to be understood by the public and must be in accordance with the State’s Environmental Toolkit guidance, documentation standards, current guidelines, policies and procedures. b. Electronic versions of each deliverable must be written in software which is compatible to the State and must be provided in a changeable format for future use by the County. The Engineer shall supplement all hard copy deliverables with electronic copies in searchable Adobe Acrobat™ (.pdf) format, unless another format is specified. Each deliverable shall be a single, searchable .pdf file that mirrors the layout and appearance of the physical deliverable. The Engineer shall deliver the electronic files on CD-R, CD-RW media in Microsoft Windows format, or through the ftp site.

  • Project Documentation All documentation provided to the City other than Project drawings shall be furnished on a Microsoft compatible compact disc.

  • Supporting Documentation Upon request, the HSP will provide the LHIN with proof of the matters referred to in this Article.