Additional Conveyances Sample Clauses

Additional Conveyances. 23 9.2. Assignment.................................................................. 23 9.3. Public Announcements........................................................ 23 9.4. Counterparts................................................................ 23 9.5. Notices..................................................................... 23 9.6.

Additional Conveyances. Following the Closing, the Shareholder and WCI shall each deliver or cause to be delivered at such times and places as shall be reasonably agreed upon such additional instruments as WCI or the Shareholder may reasonably request for the purpose of carrying out this Agreement. The Shareholder will cooperate with WCI and/or the Corporations on and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings or disputes of any nature with respect to matters pertaining to all periods prior to the date of this Agreement.

Additional Conveyances. Upon the execution of this Agreement, Purchaser and Principals mutually agree to promptly undertake, and to pursue, cooperatively and diligently, the obtaining of all approvals, consents and authorizations required to be given by third parties, governmental or private, that are necessary or appropriate to effect the transactions contemplated in this Agreement in an expeditious and prudent manner. In addition, the Principals shall deliver or cause to be delivered on the Meeting Date, and at such other times and places as shall be reasonably agreed on, such additional instruments as Purchaser may reasonably request for the purpose of carrying out this Agreement. The Principals will cooperate and use its best efforts to have the present officers, directors and employees of the Company cooperate with Purchaser on and after the Meeting Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes of any nature with respect to matters pertaining to all periods prior to the Meeting Date.

Additional Conveyances. Following the Closing, Seller and Buyer shall each deliver or cause to be delivered at such times and places as shall be reasonably agreed upon such additional instruments as Buyer or Seller may reasonably request for the purpose of carrying out this Agreement. Seller will cooperate with WCI and Buyer on and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings or disputes of any nature with respect to matters pertaining to all periods prior to the date of this Agreement.

Additional Conveyances. Following the Closing, the Shareholders and WCI shall each deliver or cause to be delivered at such times and places as shall be reasonably agreed upon such additional instruments as WCI, the Surviving Corporations or the Shareholders may reasonably request for the purpose of carrying out this Agreement. The Shareholders will cooperate with WCI and/or the Surviving Corporations on and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings or disputes of any nature with respect to matters pertaining to all periods prior to the date of this Agreement. WCI or the Surviving Corporations will reimburse the Shareholders for all reasonable expenses incurred by them in providing such information, testimony, evidence or assistance.

Additional Conveyances. (a) At Closing, Seller shall execute, acknowledge (if necessary), and deliver to Buyer the following additional documents, each of which shall be prepared by or reasonably acceptable to Seller and shall be reasonably acceptable to Buyer: (1) Assignment of Landlord's Interest in Leases (and the Lease Amendments, if applicable) in the form and substance of EXHIBIT L. (2) The Bill of Sale and Assignment of Licenses, Permits, Warrantiex xxd Service Contracts in the form attached hereto as EXHIBIT M. (3) An updated Rent Roll with respect to the Property certified by Seller to be true and correct; and letters to each tenant (and each service provider where the Service Contract is not terminated at Closing) at the Property notifying the tenants and service providers of the sale of the Property to Buyer in the form attached hereto as EXHIBIT N. (4) An owner's affidavit and similar title-related documents customarily required by the Title Company in order to issue the Title Policy to Buyer, including, without limitation, organizational documents, incumbency certificates and resolutions customarily required by the Title Company from sellers of real property in the Commonwealth of Virginia, and including affidavits as to the non-existence of parties in possession (except tenants of the Property under the Leases) and mechanic's liens, and any other affidavits and any "gap" indemnities customarily required by the Title Company from sellers of real property in the Commonwealth of Virginia in order to issue the Title Policy required hereunder at Closing. Notwithstanding the foregoing, Seller shall have no obligation to satisfy any conditions, including the payment of any money, for the issuance of zoning or other special endorsements to Buyer's Title Policy that Buyer may wish to obtain. (5) A written certificate stating that all representations and warranties contained in Section 4.01 above remain, as of the Closing Date, true and correct in all material respects as when first made hereunder or, if not correct, stating the extent to which any such representations and warranties are not correct, and agreeing that all claims, liabilities and causes of action arising from any breach of such representations and warranties shall survive Closing for a period of one (1) year (subject to the Seller Threshold Amount described in Section 4.02). (6) A settlement statement. (7) A certificate, in the form provided for in the regulations promulgated by the Treasury Department pursuan...

Additional Conveyances. 34 9.2 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 9.3 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 9.4 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 9.5 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 9.6

Additional Conveyances. The following is hereby added as new Section 5.25 to the Loan Agreement:

Additional Conveyances. Following the Closing, Seller and Buyer shall each deliver or cause to be delivered at such times and places as shall be reasonably agreed upon such additional instruments as Buyer or Seller may reasonably request for the purpose of carrying out this Agreement. Seller will cooperate with WCI and Buyer on and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings or disputes of any nature with respect to matters pertaining to all periods prior to the date of this Agreement. Without limiting the generality of the foregoing, Seller acknowledge that WCI has filed a registration statement with the Securities and Exchange Commission (the "SEC") with the expectation that it will conduct an initial public offering in the near future, and that as a public company WCI will be required to file with the SEC and make a available to the public historical audited financial statements which, after the Closing Date, will include the operations of the Business for the years ended December 31, 1997, 1996, 1995, 1994 and 1993, as well as for the period from January 1, 1998, through the Closing Date. Seller will cooperate with WCI and its auditors, and will make available to WCI and its auditors to the extent not included in the Assets, all records of Seller relating to the Business to the extent necessary to enable the information included in such records to be audited and included in WCI's consolidated financial statements or stated separately in accordance with SEC rules.

Additional Conveyances. Following the Closing, Sellers and Buyer shall each deliver or cause to be delivered at such times and places as shall be reasonably agreed upon such additional instruments as Buyer or Sellers may reasonably request for the purpose of carrying out this Agreement. Sellers will cooperate with Buyer on and after the Closing Date in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings or disputes of any nature with respect to matters pertaining to all periods prior to the Closing Date. Sellers will cooperate with WCI and its auditors, and will make available to WCI and its auditors to the extent not included in the Assets, all records of Sellers relating to the Business to the extent necessary to enable the information included in such records to be audited and included in WCI's consolidated financial statements or stated separately in accordance with SEC rules.