Common use of Closing Deliverables of Seller Clause in Contracts

Closing Deliverables of Seller. At or prior to the Closing, Seller shall deliver or cause to be delivered to Buyer: (a) Initial Closing Statement; (b) each other Ancillary Document, duly executed and delivered by Seller and the Company (in each case, if party thereto), in the form agreed by the Parties and attached as an Exhibit hereto (if applicable); (c) a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is incorporated; (d) resignations or removal of the directors and officers of the Company in a form reasonably acceptable to Buyer effective at Closing; (e) stock certificate evidencing the Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (f) payoff letters in respect of any Payoff Indebtedness; (g) documentation evidencing the release of the Encumbrances set forth on subsections (1) to (5) of Section 1.01(b) of the Disclosure Schedules on or against any assets or securities of the of the Company; (h) an Internal Revenue Service Form W-9, duly executed by Seller; (i) full releases of all recorded mortgages, deeds of trust and other financing instruments affecting the Owned Real Property listed on Section 9.01(i) of the Disclosure Schedule, acknowledged and in proper form for recording, or payoff statements from the holder(s) of the same committing to release the Owned Real Property from the lien of the same upon receipt of payment in full satisfaction of the debt secured by such mortgages, deeds of trust and other financing instruments affecting the Owned Real Property; and (j) any documents or information reasonably required by Buyer’s title company including, but not limited to, an owner’s affidavit of title from Buyer’s title company.

Closing Deliverables of Seller. At or prior to the Closing, Seller shall deliver or cause to be delivered to BuyerPurchaser the following: (a) Initial Closing Statement; (b) each other Ancillary Document, duly executed and delivered by Seller and the Company (in each case, if party thereto), in the form agreed by the Parties and attached this Agreement as an Exhibit hereto (if applicable); (c) a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is incorporated; (d) resignations or removal of the directors and officers of the Company in a form reasonably acceptable to Buyer effective at Closing; (e) stock certificate evidencing the Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (f) payoff letters in respect of any Payoff Indebtedness; (g) documentation evidencing the release of the Encumbrances set forth on subsections (1) to (5) of Section 1.01(b) of the Disclosure Schedules on or against any assets or securities of the of the Company; (h) an Internal Revenue Service Form W-9, duly previously executed by Seller; (b) the Xxxx of Sale executed by Seller; (c) the Disclosure Letter if any; (d) the Bayer Consent with respect to the License Agreement duly executed by the Licensee; (e) a certificate of an executive officer of Seller (the statements made in which shall be true and correct on and as of the Closing Date): (i) full releases attaching copies, certified by such officer as true and complete, of all recorded mortgages(A) the constitutive documents of Seller and (B) resolutions of the board of directors or other governing body of Seller authorizing and approving the execution, deeds delivery and performance by Seller of trust the Transaction Documents and other financing instruments affecting the Owned Real Property listed on Section 9.01(itransactions contemplated herein and therein and (ii) setting forth the incumbency of the officer(s) of Seller who have executed and delivered the Disclosure ScheduleTransaction Documents, acknowledged including therein a signature specimen of each such officer(s); [*] = Certain confidential information contained in this document, marked by brackets, is omitted because it is both (i) not material and in proper form for recording, or payoff statements from (ii) would be competitively harmful if publicly disclosed (f) the holder(s) of the same committing to release the Owned Real Property from the lien of the same upon receipt of payment in full satisfaction of the debt secured by such mortgages, deeds of trust and other financing instruments affecting the Owned Real PropertyProtective Rights Agreement; and (jg) any such other certificates, documents or information and financing statements as Purchaser may reasonably required by Buyer’s title company includingrequest, but not limited toincluding a UCC financing statement reasonably satisfactory to Purchaser to create, an owner’s affidavit evidence and perfect the sale, assignment, transfer, conveyance and grant of title from Buyer’s title companythe Subject Assets pursuant to Section 2.1 and the first priority security interest granted pursuant to Section 2.1(d). (h) The Parties and the Escrow Agent shall have executed the Joint Escrow Agreement and established the Joint Escrow Account.

Closing Deliverables of Seller. At or prior to the Closing, Seller shall deliver deliver, or cause to be delivered delivered, to Buyer or any other Person designated by Buyer, the following documents or other items, in each case duly executed or otherwise in proper form: (a) Initial Closing StatementA statement or certification of Seller’s non-foreign status as set forth in Treasury Regulation 1.1445-2(b), signed under penalty of perjury or in accordance with Treasury Regulation 1.1445-2(c)(3)(i), a copy of a statement, issued to the Company pursuant to Treasury Regulation 1.897-2(h), certifying that the Company is not a U.S. real property holding corporation; (b) each other a copy of the authorizing resolutions of Company’s Management Committee certified by the secretary (or equivalent officer) of Company, and authorizing resolutions of Seller’s sole member certified by the secretary (or equivalent officer) of Seller, as having been duly and validly adopted and being in full force and effect, authorizing the execution and delivery of this Agreement and the Ancillary DocumentAgreements to which Company or Seller, duly as applicable, is a party and the consummation of the transactions contemplated hereby and thereby; (c) any membership interest certificates representing the Company Interests endorsed in blank and accompanied by stock powers executed in blank, free and delivered clear of all Liens; (d) evidence of termination of the Asset Management Agreement, the Ethanol Marketing Agreement, and the Co-Product Marketing Agreement, in a form and on terms reasonably satisfactory to Buyer; (e) an executed copy of the Transition Services Agreement in a form and on terms reasonably satisfactory to Buyer; (f) executed copies of the Seller Notes and any Ancillary Agreements to which Seller or Company is a party, signed by Seller and/or a duly authorized representative of Company, as applicable; (g) a certificate signed by an executive officer of Company certifying the Company’s Organizational Documents; (h) payoff letters from the holders of the Indebtedness (if any) of Company that reflect the amounts required in order to pay in full such Indebtedness and provide that, upon payment of the amount(s) indicated, all Liens securing such Indebtedness shall be terminated and released in full; (i) evidence of amendments to the leases or other Contracts for the Railcar Fleet, if any, and related Third Party Consents contemplated by Section 6.9 to reduce the number of railroad cars in the Railcar Fleet to no more than 200 cars, consisting of all J cars available from the Railcar Fleet prior to Closing; (j) letters of resignation of each of the PEC Committee Members (as defined in the Company Operating Agreement) and each of the officers of the Company effective upon Closing; (in each case, if party thereto), in k) the form agreed certificate contemplated by the Parties and attached as an Exhibit hereto (if applicableSection 8.2(c); (cl) a good standing certificate (or its equivalent) for the Company and each Company Subsidiary from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company and each Company Subsidiary is incorporatedorganized; (dm) resignations or removal copies of the directors all Company Required Governmental Approvals and officers of the Company in a form reasonably acceptable to Buyer effective at ClosingThird Party Consents; (en) stock certificate evidencing at least five (5) Business Days prior to the Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blankClosing, the Estimated Closing Date Statement; (fo) payoff letters any Off-Premises Property; (p) such intercreditor agreements as may be required by the lenders of Buyer or Company in connection with the Financing and relating to the relative rights and priorities in respect of any Payoff Indebtedness; (g) documentation evidencing the release Financing, the Seller Notes and the Seller Deed of the Encumbrances set forth on subsections (1) to (5) of Section 1.01(b) of the Disclosure Schedules on or against any assets or securities of the of the Company; (h) an Internal Revenue Service Form W-9Trust, in each case, duly executed by on behalf of Seller; (i) full releases of all recorded mortgages, deeds of trust and other financing instruments affecting the Owned Real Property listed on Section 9.01(i) of the Disclosure Schedule, acknowledged and in proper form for recording, or payoff statements from the holder(s) of the same committing to release the Owned Real Property from the lien of the same upon receipt of payment in full satisfaction of the debt secured by such mortgages, deeds of trust and other financing instruments affecting the Owned Real Property; and (jq) any documents or information reasonably required the Non-Compliant Ethanol Purchase Price, if any, by Buyer’s title company including, but not limited to, an owner’s affidavit wire transfer of title from Buyer’s title companyimmediately available funds.

Closing Deliverables of Seller. At or prior to the Closing, Seller shall deliver or cause to be delivered to BuyerPurchaser the following: (a) Initial Closing Statement; (b) each other Ancillary Document, duly executed and delivered by Seller and the Company (in each case, if party thereto), in the form agreed by the Parties and attached as an Exhibit hereto (if applicable); (c) a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is incorporated; (d) resignations or removal of the directors and officers of the Company in a form reasonably acceptable to Buyer effective at Closing; (e) stock certificate evidencing the Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (f) payoff letters in respect of any Payoff Indebtedness; (g) documentation evidencing the release of the Encumbrances set forth on subsections (1) to (5) of Section 1.01(b) of the Disclosure Schedules on or against any assets or securities of the of the Company; (h) an Internal Revenue Service Form W-9, duly this Agreement executed by Seller; (b) the Xxxx of Sale executed by Seller; (c) the Disclosure Letter if any; (d) a certificate executed by an executive officer of Seller (the statements made in which shall be true and correct on and as of the Closing Date): (i) full releases attaching copies, certified by such officer as true and complete, of all recorded mortgages(1) the constitutive documents of Seller and (2) resolutions of the board of directors or other governing body of Seller authorizing and approving the execution, deeds delivery and performance by Seller of trust the Transaction Documents and other financing instruments affecting the Owned Real Property listed on Section 9.01(itransactions [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. contemplated herein and therein and (ii) setting forth the incumbency of the officer(s) of Seller who have executed and delivered the Disclosure ScheduleTransaction Documents, acknowledged including therein a signature specimen of each such officer(s); (e) the Protective Rights Agreement executed by Seller and in proper form together with UCC-1 financing statements for recording, or payoff statements from filing under the holder(s) of the same committing UCC to release the Owned Real Property from the lien of the same upon receipt of payment in full satisfaction of the debt secured by such mortgages, deeds of trust and other financing instruments affecting the Owned Real PropertyDelaware; and (jf) any such other certificates, documents or information and financing statements, executed by Seller as applicable, as Purchaser may reasonably required by Buyer’s title company includingrequest, but not limited toincluding a UCC financing statement reasonably satisfactory to Purchaser to create, an owner’s affidavit evidence and perfect the sale, transfer, conveyance and grant of title from Buyer’s title companythe Purchased Royalty Payments pursuant to Section 2.1 and the first priority security interest granted pursuant to Section 2.1(c).

Closing Deliverables of Seller. At or prior to the Closing, Seller shall deliver or cause to be delivered to BuyerPurchaser the following: (a) Initial Closing Statementthe Xxxx of Sale, the Servicing Agreement and the Pledge and Security Agreement, each executed by Seller; (b) each an irrevocable direction to Counterparty to pay the Purchased Royalties directly to the Collection Account, and as to such other Ancillary Document, duly executed and delivered by Seller and the Company (in each case, if party thereto)matters, in the form agreed set forth in Exhibit B signed by the Parties and attached as an Exhibit hereto (if applicable)Seller; (c) a certificate of an executive officer of Seller (the statements made in which shall be true and correct on and as of the Closing Date): (i) attaching copies, certified by such officer as true and complete, of resolutions of the governing body of Seller authorizing and approving the execution, delivery and performance by Seller of the Transaction Documents and the transactions contemplated herein and therein; (ii) setting forth the incumbency of the officer or officers of Seller who have executed and delivered the Transaction Documents including therein a signature specimen of each officer or officers; and (iii) attaching a copy, certified by such officer as true and complete, of a good standing certificate (or its equivalent) for of the Company from the secretary of state or similar appropriate Governmental Authority of the Seller’s jurisdiction of organization, stating that Seller is in good standing under the Laws in which the Company is incorporated;laws of such jurisdiction; and (d) resignations or removal of the directors such other certificates, documents and officers of the Company in a form financing statements as Purchaser may reasonably acceptable to Buyer effective at Closing; (e) stock certificate evidencing the Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (f) payoff letters in respect of any Payoff Indebtedness; (g) documentation evidencing the release of the Encumbrances set forth on subsections (1) to (5) of Section 1.01(b) of the Disclosure Schedules on or against any assets or securities of the of the Company; (h) an Internal Revenue Service Form W-9request, duly executed by Seller; including (i) full releases of all recorded mortgages, deeds of trust and other financing instruments affecting the Owned Real Property listed on documents contemplated by Section 9.01(i) 6 of the Disclosure ScheduleInitial Purchaser Purchase Agreement and (ii) a financing statement satisfactory to Purchaser to create, acknowledged evidence and in proper form for recording, or payoff statements from perfect the holder(s) sale of the same committing Purchased Assets pursuant to release Section 2.1(c) and the Owned Real Property from the lien of the same upon receipt of payment in full satisfaction of the debt secured by such mortgages, deeds of trust and other financing instruments affecting the Owned Real Property; and (j) any documents or information reasonably required by Buyer’s title company including, but not limited to, an owner’s affidavit of title from Buyer’s title companyback-up security interest granted pursuant to Section 2.1(d).

Closing Deliverables of Seller. At or prior to the Closing, Seller shall deliver or cause to be delivered to BuyerPurchaser the following: (a) Initial Closing Statement; (b) each other Ancillary Document, duly executed and delivered by Seller and the Company (in each case, if party thereto), in the form agreed by the Parties and attached as an Exhibit hereto (if applicable); (c) a good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Company is incorporated; (d) resignations or removal of the directors and officers of the Company in a form reasonably acceptable to Buyer effective at Closing; (e) stock certificate evidencing the Shares duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank; (f) payoff letters in respect of any Payoff Indebtedness; (g) documentation evidencing the release of the Encumbrances set forth on subsections (1) to (5) of Section 1.01(b) of the Disclosure Schedules on or against any assets or securities of the of the Company; (h) an Internal Revenue Service Form W-9, duly this Agreement executed by Seller; (b) the Xxxx of Sale executed by Seller; (c) the Disclosure Letter if any; (d) the Novartis Consent with respect to the License Agreement duly executed by Novartis; (e) a certificate executed by an executive officer of Seller (the statements made in which shall be true and correct on and as of the Closing Date): (i) full releases attaching copies, certified by such officer as true and complete, of all recorded mortgages(1) the constitutive documents of Seller and (2) resolutions of the board of directors or other governing body of Seller authorizing and approving the execution, deeds delivery and performance by Seller of trust the Transaction Documents and other financing instruments affecting the Owned Real Property listed on Section 9.01(itransactions contemplated herein and therein and (ii) setting forth the incumbency of the officer(s) of Seller who have executed and delivered the Disclosure ScheduleTransaction Documents, acknowledged including therein a signature specimen of each such officer(s); (f) such other certificates, documents and in proper form for recordingfinancing statements, or payoff statements from executed by Seller as applicable, as Purchaser may reasonably request, including a UCC financing statement reasonably satisfactory to Purchaser to create, evidence and perfect the holder(s) sale, assignment, transfer, 36 conveyance and grant of the same committing Purchased Royalty Payments pursuant to release Section 2.1 and the Owned Real Property from the lien of the same upon receipt of payment in full satisfaction of the debt secured by such mortgages, deeds of trust and other financing instruments affecting the Owned Real Propertyfirst priority security interest granted pursuant to Section 2.1(c); and (jg) any documents or information reasonably required a legal opinion executed by BuyerSeller’s title company including, but not limited to, an owner’s affidavit of title from Buyer’s title company.outside counsel substantially in the form attached hereto as Exhibit E.