Common use of Closing Papers Clause in Contracts

Closing Papers. Prior to the Closing, Subsidiary or Parent, as the case may be, shall have delivered to Fr▇▇▇▇▇ ▇ac the following documents to be held in escrow by Fr▇▇▇▇▇ ▇ac until the Closing: (a) The Funding Note, in the form of Exhibit A, duly executed by Subsidiary. (b) Evidence of the assignment and the transfer of the Pledged Securities from Parent to Subsidiary pursuant to the terms of the Assignment and Agreement. (c) Evidence of filing of a financing statement. (d) A copy of Parent s most recent full-year financial statements (consolidated, if applicable) filed with the Securities and Exchange Commission, and any subsequent interim financial statements so filed, all of which shall be prepared in accordance with generally accepted accounting principles. (e) Certified copies of the Governing Instruments of the Parent and the Subsidiary and such resolutions of the Board of Directors of Subsidiary and Parent and such other corporate documents of Subsidiary and Parent as Fr▇▇▇▇▇ ▇ac reasonably may request. (f) Certificates of good standing of Parent and Subsidiary, dated not more than 14 days prior to the Closing. (g) Certified copies of the resolutions adopted by the Board of Directors of each of Subsidiary and Parent authorizing the execution, delivery and performance of this Agreement, the Funding Note and each of the other agreements, instruments and transactions contemplated hereby; (h) A certificate of the Secretary or Assistant Secretary of each of Subsidiary and Parent, dated the Closing, as to the incumbency and signatures of the Officers of Subsidiary or Parent, as the case may be, authorized to act with respect to this Agreement and all instruments executed pursuant thereto. (i) Such other documents, certificates and resolutions as Fr▇▇▇▇▇ ▇ac may reasonably request.

Closing Papers. Prior At or prior to the Closing, Subsidiary or Parent, as the case may be, shall have delivered to Fr▇Fa▇▇▇▇ ▇ac ae the following documents to be held in escrow by Fr▇Fa▇▇▇▇ ▇ac until a▇ ▇ntil the Closing: (a) The Funding Note, in the form of Exhibit A, duly executed by Subsidiary. (b) Evidence of the assignment and the transfer of the Pledged Securities from Parent to Subsidiary pursuant to the terms of the Assignment and Agreement. (c) Evidence of filing of a financing statement. (d) A copy of Parent s Parent's most recent full-year financial statements (consolidated, if applicable) filed with the Securities and Exchange Commission, and any subsequent interim financial statements so filed, all of which shall be prepared in accordance with generally accepted accounting principles. (e) Certified copies of the Governing Instruments of the Parent and the Subsidiary and such resolutions of the Board of Directors of Subsidiary and Parent and such other corporate documents of Subsidiary and Parent as Fr▇Fa▇▇▇▇ ▇ac ae reasonably may request. (f) Certificates of good standing of Parent and Subsidiary, dated not more than 14 days prior to the Closing. (g) Certified copies of the resolutions adopted by the Board of Directors of each of Subsidiary and Parent authorizing the execution, delivery and performance of this Agreement, the Funding Note and each of the other agreements, instruments and transactions contemplated hereby;. (h) A certificate of the Secretary or Assistant Secretary of each of Subsidiary and Parent, dated the Closing, as to the incumbency and signatures of the Officers of Subsidiary or Parent, as the case may be, authorized to act with respect to this Agreement and all instruments executed pursuant thereto. (i) Such other documents, certificates and resolutions as Fr▇Fa▇▇▇▇ ▇ac may a▇ ▇ay reasonably request.