From Purchaser. Subject to the conditions contained in this Agreement, Purchaser shall deliver or cause to be delivered to Seller at the Closing the following items, duly executed by Purchaser where necessary to make them effective: (i) cash in the amount of the Purchase Price payable at Closing as provided in Section 3.1; (ii) an officer’s certificate stating that the preconditions specified in Section 4.1 have been satisfied or waived; (iii) copies of all third party consents contemplated by Sections 4.1(b) and 4.1(c); (iv) certified copies of the resolutions duly adopted by the Board of Managers of Purchaser authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, and the consummation of all other transactions contemplated by this Agreement; and (v) such other documents or instruments as Seller reasonably may request to effect the transactions contemplated hereby. All of the foregoing documents in this Section shall be reasonably satisfactory in form and substance to Seller and shall be dated as of the Closing Date.
Appears in 1 contract
Sources: Asset Purchase Agreement (Clark Inc)
From Purchaser. Subject to the conditions contained in this Agreement, Purchaser shall deliver or cause to be delivered to Seller at the Closing the following items, duly executed by Purchaser where necessary to make them effective:
(i) cash in the amount of the Purchase Price payable at Closing as provided in Section 3.1;
(ii) an officer’s certificate stating that the preconditions specified in Section 4.1 have been satisfied or waived;
(iii) copies of all third party consents contemplated by Sections 4.1(b) and 4.1(c);
(iv) certified copies of the resolutions duly adopted by the Board of Managers of Purchaser authorizing the execution, delivery and performance of this Agreement and each of the other agreements contemplated hereby, and the consummation of all other transactions contemplated by this Agreement; and
(v) such other documents or instruments as Seller reasonably may request to effect the transactions contemplated hereby. All of the foregoing documents in this Section shall be reasonably satisfactory in form and substance to Seller and shall be dated as of the Closing Date.
Appears in 1 contract
Sources: Asset Purchase Agreement (Clark Inc)