Common use of Closing Items Clause in Contracts

Closing Items. Seller shall have delivered the Escrow Amount into escrow with a title company or bank mutually satisfactory to Purchaser and Seller, and Purchaser shall have received all of the following items: (a) a duly executed the ▇▇▇▇ of Sale and Assignment in the form of Exhibit A conveying title to the Assets to Purchaser and any assignments of motor vehicle certificates of title as shall be necessary to convey title to such vehicles to Purchaser; (b) such documents as Purchaser may reasonably request with respect the Major Assigned Contracts, executed by the Seller and reflecting the consent of the other parties thereto to the assignment each such contract to Purchaser; (c) evidence satisfactory to Purchaser to the effect that all outstanding security interests and other liens covering any of the Assets and all outstanding UCC financing statements, amendments and assignments covering any of the Assets, have been released and/or terminated as of the Closing Date, or will be promptly thereafter; (d) true and correct copies of Resolutions duly adopted and approved by Seller’s Board of Directors and its stockholders, authorizing the transactions to be effected by Seller pursuant to this Agreement ; and (e) all such other certificates and documents consistent with this Agreement as Purchaser or its counsel shall have reasonably requested.