Common use of Closing Date Documentation Clause in Contracts

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.

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 articles 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 Illinois 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.

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 New York 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.

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 articles 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 Wisconsin 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.