Closing Deliveries of Asset Seller. At Closing, Asset Seller shall deliver to Asset Buyer the following (i) duly executed xxxx of sale and assignment agreement with appropriate warranties of ownership covering the Acquired Assets, in form and substance reasonably acceptable to Asset Buyer; (ii) all customer records relating to the operation of the Business at the Location (but only to the extent said records are in the actual physical possession and/or control of Asset Seller); (iii) certified copy of resolutions duly adopted by the Shareholder and the Asset Seller’s Board of Directors, approving the terms and conditions of this Agreement and authorizing Seller’s officers to execute, deliver and consummate the same for and on behalf of Asset Seller; (iv) certificate of Asset Seller’s good standing as an Alabama corporation and certified copies of Asset Seller’s organizational documents and by-laws; (v) possession of the Acquired Assets; (vi) at Asset Seller’s cost, UCC, tax and judgment search reports issued by a company reasonably satisfactory to Asset Buyer evidencing that the Acquired Assets are free from Liens or encumbrances of any sort; (vii) termination statements terminating all financing statements of record on the Closing Date under the Uniform Commercial Code with respect to the Acquired Assets, or a written commitment from the secured party, in commercially reasonably form and substance, to provide the same; (viii) the originals or certified copies of the Purchased Commitments; (ix) a certification to Asset Buyer, in form and substance reasonably acceptable to Asset Buyer, that Asset Seller warrants that, as of the Closing Date they are in good standing, duly authorized, no default has knowingly occurred under any material agreement relating to the Acquired Assets, all third party consents needed to sell the Acquired Assets have been obtained and no proceedings are pending against Asset Seller or its shareholders except to the extent disclosed in the schedules (if any) (x) good, marketable and insurable title to the Real Property, free from all liens (except taxes not yet due and payable), and encumbrances and municipal matters, for the Real Property and other deliverables set forth in the Real Estate Rider; (xi) a Closing Certificate as described in Section 6 and (xii) such other documents as Asset Buyer’s attorney may reasonably request or are required pursuant to this Agreement.
