Common use of Purchaser's Documents Clause in Contracts

Purchaser's Documents. In addition to the Purchase Price and any other amounts due Seller hereunder, Purchaser shall deliver or cause to be delivered to Seller on the Closing Date the following documents: (i) Copies of Purchaser's Articles of Incorporation and By-Laws, certified Resolutions of Purchaser's Board of Directors authorizing the transaction contemplated herein, and current (not later than fifteen (15) days prior to the Closing) good standing certificates issued by the Secretary of State of the State of New York and the Secretary of State of Purchaser's state of incorporation, in form reasonably satisfactory to the Title Company; (ii) A duly executed and acknowledged counterpart of the Lease, and, if Purchaser shall so desire, a memorandum thereof reasonably satisfactory to Seller and Purchaser, in proper form for recording which, in addition to the demised premises refers to Purchaser's rights and interests in and to, and Seller's obligations to Purchaser with respect to, other property at the World Trade Center; (iii) Duly executed and acknowledged counterparts of the Assignment and Assumption of Tenant Leases, Etc. wherein Purchaser shall assume all Seller's obligations under the Tenant Leases, Hotel Contracts, Equipment Leases and Licenses, from and after the Closing Date, it being understood that Purchaser is not assuming any written or oral leases, agreements, or licenses unless the same are listed in a schedule to this Agreement or have been entered into in the ordinary course of business in accordance with the provisions of Paragraph 10 hereof, provided that Purchaser shall not be required to assume any such lease, agreement, or license which pursuant to the provisions of Paragraph 10 are explicitly made subject to Purchaser's consent unless the same have been consented to by Purchaser in writing. (iv) A duly executed assumption of all those accounts payable and other liabilities described in Paragraph 7 hereof to be incurred by Purchaser in accordance with this Agreement (the "Assumption of Liabilities"); (v) The Security Agreement duly executed; (vi) A certified copy of a resolution of the Board of Directors of Purchaser authorizing the Transaction, and certification from the Secretary of Purchaser that such resolution remains in full force and effect on the Closing Date, and has not been rescinded or modified in any way. (vii) An opinion of Purchaser's counsel in form reasonably satisfactory to Seller as to the due authorization and valid execution of this Agreement and the Lease, and as to the conformance of the execution thereof with all applicable laws of the jurisdiction wherein Purchaser was organized, and with all applicable agreements to which Purchaser may be a party, and if the Agreement is assigned pursuant to the terms hereof an opinion of the assignee's counsel in form reasonably satisfactory to Seller as to the due authorization and valid execution of the assignment documents and the binding nature thereof, and as to the conformance of the execution thereof with all applicable laws of the jurisdiction wherein the assignee was organized, and with all applicable agreements to which the assignee may be a party; and (viii) Such other documents as may be reasonably required to consummate the Transaction.

Purchaser's Documents. In addition to On the Purchase Price and any other amounts due Seller hereunderInitial Closing Date, Purchaser shall deliver or cause to be delivered to Seller on the Closing Date the following documentsSeller: (i) Copies A copy of the resolutions of the board of directors of Purchaser authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, certified by an appropriate officer of Purchaser; (ii) Certificates of incumbency of the officers of Purchaser dated as of the Initial Closing Date; (iii) One or more certificates signed by an authorized officer of Purchaser, dated as of the Initial Closing Date, to the effect that (1) each of Purchaser's Articles representations and warranties made in Article V hereof are true and correct in all material respects as of Incorporation the Initial Closing Date and By-Lawsthat all of the terms, certified Resolutions covenants and conditions of Purchaser's Board of Directors authorizing the transaction contemplated herein, this Agreement required to be complied with and current (not later than fifteen (15) days performed by Purchaser at or prior to the ClosingInitial Closing Date have been duly complied with and performed in all material respects, and (2) good standing certificates the resolutions of the board of directors of Purchaser delivered to Seller by Purchaser pursuant to this Section 3.2(b) have not been amended, modified, annulled or revoked and are in full force and effect as of the Initial Closing Date; (iv) A certificate issued by the Secretary of State of the State of New York and the Secretary of State of Purchaser's state of incorporation, in form reasonably satisfactory to the Title Company; (ii) A duly executed and acknowledged counterpart of the Lease, and, if Purchaser shall so desire, a memorandum thereof reasonably satisfactory to Seller and Purchaser, in proper form for recording which, in addition to the demised premises refers to Purchaser's rights and interests in and to, and Seller's obligations to Purchaser with respect to, other property at the World Trade Center; (iii) Duly executed and acknowledged counterparts of the Assignment and Assumption of Tenant Leases, Etc. wherein Purchaser shall assume all Seller's obligations under the Tenant Leases, Hotel Contracts, Equipment Leases and Licenses, from and after the Closing Date, it being understood Delaware stating that Purchaser is not assuming any written or oral leasesin good standing, agreements, or licenses unless the same are listed in a schedule to this Agreement or have been entered into in the ordinary course of business in accordance with the provisions of Paragraph 10 hereof, provided that Purchaser shall not be required to assume any such lease, agreement, or license which pursuant certificate is dated no earlier than ten (10) Business Days prior to the provisions of Paragraph 10 are explicitly made subject to Purchaser's consent unless the same have been consented to by Purchaser in writing. (iv) A duly executed assumption of all those accounts payable and other liabilities described in Paragraph 7 hereof to be incurred by Purchaser in accordance with this Agreement (the "Assumption of Liabilities")Initial Closing Date; (v) The Security Agreement duly executedAll Schedules and Exhibits required to be delivered by Purchaser on the Initial Closing Date; (vi) A certified An executed copy of a resolution of the Board of Directors of Purchaser authorizing the Transaction, and certification from the Secretary of Purchaser that such resolution remains in full force and effect on the Closing Date, and has not been rescinded or modified in any way.Transition Services Agreement; (vii) An opinion of PurchaserThe preliminary plan for the Seller's counsel headquarters office in form reasonably satisfactory to Seller as to Phoenix, Arizona so that the due authorization and valid execution of this Agreement Acquired Division and the Lease, Production Assets to be acquired by Purchaser are separated physically from the remainder of Seller and as to the conformance of the execution thereof with all applicable laws of the jurisdiction wherein Purchaser was organized, and with all applicable agreements to which Purchaser may be a party, and if the Agreement is assigned pursuant to the terms hereof an opinion of the assignee's counsel in form reasonably satisfactory to Seller as to the due authorization and valid execution of the assignment documents and the binding nature thereof, and as to the conformance of the execution thereof with all applicable laws of the jurisdiction wherein the assignee was organized, and with all applicable agreements to which the assignee may be a party; andits operations; (viii) Such other documents as may be reasonably required to consummate True and correct copies of the TransactionWarehousing Credit, Term Loan and Security Agreement between Purchaser and Residential Funding Corporation.