Closing Deliverables of Sellers Sample Clauses

Closing Deliverables of Sellers. At the Closing, concurrent with the execution of this Agreement, Sellers shall deliver or cause to be delivered to Purchaser the following: (a) Assignments of the Purchased Membership Interests, free and clear of all Liens, to Purchaser or the entity designated by Purchaser to take delivery of the Purchased Membership Interests, in each case duly executed by the applicable Seller; (b) Completed and executed form W-9s for each Seller; (c) The spousal consent executed by each Seller’s spouse, as applicable, attached hereto as Exhibit B (the “Spousal Consent”); (d) A good standing certificate for each Acquired Company from the state of its formation and each state in which it is qualified to do business dated within ten (10) days prior to the Closing Date; (e) An executed affidavit or affidavits of non-foreign status that reasonably complies with Section 1445 of the Code and the Treasury Regulations thereunder (the “FIRPTA Certificate”); (f) The Books and Records or other seal (to the extent such seals exist and are in Sellers’ possession); provided that Sellers’ obligation to deliver such Books and Records shall be deemed satisfied to the extent such Books and Records are located on the premises of the Acquired Companies at the Closing; (g) Duly executed resignations of the directors, officers and managers of each Acquired Company listed on Schedule 7.2(g) effective as of the Closing, in the form attached hereto as Exhibit C; (h) All payoff and release letters (the “Payoff Letters”) from the holders (or their authorized agents) of the Payoff Debt that reflect the amounts (the “Payoff Amounts”) required in order to pay in full all Payoff Debt. To the extent the Payoff Debt is secured by Liens on the Assets, all such Liens shall be terminated and of no further force and effect upon payment in full of the Payoff Debt, and Sellers shall deliver to Purchaser UCC-3 termination statements with respect to the financing statements filed against the Assets by the holders of such Liens; (i) A schedule containing Sellers’ calculation of Net Working Capital as of the Closing Date; (j) The Company Consents set forth on Schedule 4.2; (k) Trademark Agreement, attached hereto as Exhibit D; (l) The duly executed Xxxxxx Purchase Documents; (m) The Funds Flow Memorandum, duly executed by Sellers; and (n) Such other documents and instruments as Purchaser shall reasonably request to consummate the transactions contemplated hereby.
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Closing Deliverables of Sellers. At the Closing, Sellers shall deliver to Acquiror: (a) with respect to each of the UK Equity Interests: (i) share certificates or an indemnity for any lost share certificate; and (ii) a stock transfer form in the name of Acquiror, duly executed by the holder of the relevant UK Equity Interests; (b) with respect to the Equity Interests of Xxxxxxx Mauritius: (i) share certificates or an indemnity for any lost share certificate; and (ii) a stock transfer form in the name of Acquiror, duly executed by Xxxxxxx Finance; (c) with respect to the Equity Interests of Ruskin Thailand: (i) certificates representing such Equity Interests duly endorsed to Acquiror; and (ii) a share transfer form in the name of Acquiror, duly executed by the holders of such Equity Interests with the applicable stamp duty affixed to such form; (d) with respect to the other Equity Interests: (i) certificates representing such Equity Interests duly endorsed in blank or accompanied by one or more stock powers or other similar instruments duly executed in blank; (e) such other documents duly executed by the applicable Seller or Company, in each case in form and substance reasonably satisfactory to Acquiror, effecting the transfer of the Equity Interests free and clear of all Liens; (f) a duly executed counterpart to each of the Transaction Documents; and (g) the certificates and other documents required to be delivered pursuant to Section 8.2.
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Closing Deliverables of Sellers. At the Closing, Sellers shall deliver to Acquiror: (a) with respect to Xxxxxxxx-Bridgeport, (i) the certificates representing all of the issued and outstanding shares of Xxxxxxxx-Bridgeport, duly endorsed in blank, or accompanied by stock powers in form and substance reasonably acceptable to Acquiror and duly executed in blank by Xxxxxxx Automotive US, and (ii) a copy of a board resolution of Xxxxxxx Automotive US approving the sale of Xxxxxxxx-Bridgeport and the execution by Xxxxxxx Automotive US of this Agreement and any agreements, certificates or other documents contemplated by this Agreement to be executed by Xxxxxxx Automotive US, duly certified as correct by an authorized signatory of Xxxxxxx Automotive US; (b) with respect to Xxxxxxxx France, (i) a share transfer form (ordre de mouvement) evidencing the transfer, effective as of the Closing, of all of the shares constituting the whole of the issued and allotted share capital of Xxxxxxxx France into the name of Acquiror, duly executed by Xxxxxxxx Investments and Xxxxxxxx France, (ii) a tax transfer form (formulaire cerfa n°2759 DGI) dated as of the Closing Date reflecting such transfer by Xxxxxxxx Investments to Acquiror of all of the shares of Xxxxxxxx France for that portion of the Purchase Price allocated to such shares, duly executed by Xxxxxxxx Investments, (iii) the share transfer book (registre des mouvements de titres) and shareholders’ individual accounts (comptes d’associés) of Xxxxxxxx France reflecting the transfer of all of the shares of Xxxxxxxx France to Acquiror as of the Closing Date, and (iv) a copy of a board resolution of Xxxxxxxx Investments approving the sale of the shares of Xxxxxxxx France and the execution by Xxxxxxxx Investments of this Agreement and any agreements, certificates or other documents contemplated by this Agreement to be executed by Xxxxxxxx Investments, duly certified as correct by an authorized signatory of Xxxxxxxx Investments; (c) with respect to Swindon and Xxxxxxxx Electronics, (i) a duly executed stock transfer form transferring all of the shares constituting the whole of the issued and allotted share capital of Swindon or Xxxxxxxx Electronics, as applicable, into the name of, (ii) share certificates in respect of all of the issued and allotted share capital of Swindon or Xxxxxxxx Electronics, as applicable, or an indemnity for any such share certificates that have been lost, (iii) a copy of a board resolution of Xxxxxxx Engineering approving the sale of...
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Closing Deliverables of Sellers. At the Closing, each of the Sellers shall deliver to Purchaser, at Sellers’ expense, the following: (a) Evidences of transfer or assignment of all of the Acquired Assets from Sellers to Purchaser free and clear of all Encumbrances (except Assumed Liabilities) reasonably satisfactory to Purchaser and its counsel; (b) A certificate, dated the Closing Date, executed on behalf of each Seller by the Chief Executive Officer of such Seller and certifying that the representations and warranties of such Seller in this Agreement are true and correct in all material respects (without giving double effect to any materiality qualifications) as of the Closing; (c) A duly executed copy of this Agreement; (d) An Assignment and Assumption Agreement in the form attached hereto as Exhibit A executed by each Seller; (e) The Patent Assignment in the form attached hereto as Exhibit B executed by Selenity; and (f) such other documents as Purchaser may reasonably request for the purpose of (i) evidencing the accuracy of any representation or warranty made by Sellers, (ii) evidencing the compliance by each Seller or the performance by such Seller of, any covenant or obligation set forth in this Agreement or (iii) otherwise facilitating the consummation or performance of any of the Transactions.
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Closing Deliverables of Sellers. At the Closing, Sellers shall deliver (or cause to be delivered) to Buyer: (a) assignments of the Membership Interests held by each Seller, duly endorsed by such Seller in blank and sufficient to transfer the Membership Interests and any certificates representing such Membership Interests to Buyer free and clear of all Liens, together with any original certificates representing such Membership Interests; (b) all legally binding consents, approvals, authorizations and waivers from any Governmental Authority or any other Person that are: (i) necessary for consummation of the transactions contemplated hereby by the Company and any Seller; or (ii) required pursuant to any Contract of the Company, including, without limitation, (A) to avoid and breach of or default under such Contract as a result of the transactions contemplated by this Agreement (with or without the giving of notice, the passage of time or both), or (B) necessary for such Contract to remain in full force and effect following the Closing, without any modification to the terms or conditions of such Contract (with or without the giving of notice, the passage of time or both), or (C) in connection with any assignment of any such Contract to, or merger of the Company with or into, Buyer or is Affiliates as of or promptly following the Closing; (c) a certificate, duly executed by Sellers as members of the Company, certifying as to: (i) the most recent Articles of Organization of the Company and any amendments thereto (certified as of a recent date by the Ohio Secretary of State); (ii) a good standing certificate for the Company, issued on, or not more than three (3) days before, the Effective Date by the Ohio Secretary of State; and (iii) the most recent operating agreement or limited liability company agreement of the Company and any amendments thereto; 102596957.7 0059466-00008 14
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Closing Deliverables of Sellers. At the Closing, each Seller shall deliver to Buyer all of the following in form and substance reasonably satisfactory to Buyer: a. an executed counterpart to the Restrictive Covenant Agreement; b. a resignation (effective as of the Closing Date) from Xxxxxxx Xxxxxxxx, in his capacity as a director of the Company; c. a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Seller is not a “foreign person” as defined in section 1445 of the Code; and d. a duly executed stock power that conveys ownership of the Shares to Buyer, together with any certificates representing the Shares duly endorsed for transfer.
Sample 1
Closing Deliverables of Sellers. At the Closing, Sellers shall deliver to Buyer the following documents: (a) Written evidence reasonably satisfactory to Buyer that all consents, authorizations, orders and approvals of any governmental commission, if any, or Person required in connection with the execution, delivery and performance of this Agreement have been obtained or made; (b) Written evidence reasonably satisfactory to Buyer that any stockholder approval required under applicable law and the Sellers’ charter documents has been obtained; (c) Written evidence reasonably satisfactory to Buyer that all of the Purchased Assets will be released, as of the Closing, from any and all claims, liens, pledges, options, charges, easements, security interests, deeds of trust, mortgages, encumbrances or other rights of third parties, including, but not limited to the rights held by Fortress Credit Opportunities I LP pursuant to the Financing Agreement, dated as of February 24, 2006, to the sole satisfaction of Buyer. (d) Audited financial statements for the year ended December 31, 2006, unaudited financial statements for the year ended December 31, 2007 and unaudited financial statements for the eleven months ended November 30, 2008; and (e) Such other documents to be delivered by Sellers hereunder as are reasonably necessary for Buyer to effectuate and document the transactions contemplated hereby.
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Closing Deliverables of Sellers. At the Closing, Sellers shall deliver to Buyer: (a) A certificate from the Secretary of each Seller certifying on the Closing Date that the following are true, correct and complete and attaching a copy thereof: (a) each Seller’s certificate of incorporation or formation and bylaws or operating agreement, as applicable, as in effect immediately prior to the Closing, (b) resolutions unanimously and duly and validly adopted by each Seller’s board of directors, stockholders and/or members, as applicable, authorizing the transactions contemplated by this Agreement, (c) an incumbency certificate, and (d) a certificate of good standing of each Seller issued by the Secretary of State of Delaware as of a date not more than ten (10) days prior to the Closing Date; (b) Evidence reasonably satisfactory to Buyer of the satisfaction and release of all Liens (other than Permitted Liens) encumbering any of the Purchased Assets, except to the extent such Lien relates to an Assumed Liability; (c) The Xxxx of Sale and Assignment and Assumption Agreement, duly executed by each Seller, in substantially the form attached hereto as Exhibit B (the “Xxxx of Sale”); (d) Duly executed assignments of all Seller Intangible Property (as set forth on Schedule 1.1); (e) Any consents identified on Schedule 7.1(e); and (f) Such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may otherwise be necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets to Buyer.
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Related to Closing Deliverables of Sellers

  • Seller Closing Deliverables Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.

  • Closing Deliverables (a) At the Closing, the Company will deliver or cause to be delivered to OmniLit: (i) a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled (the “Company Closing Certificate”); (ii) evidence reasonably satisfactory to the OmniLit that the requirements set forth in Section 3.4 have been fulfilled; (iii) the written resignations of all of the directors of the Company (other than any such Persons identified as initial directors of the Surviving Corporation, in accordance with Section 2.6), effective as of the Effective Time; (iv) a certificate of the secretary of the Company certifying the resolutions of the board of directors of the Company approving and authorizing the execution, delivery and performance of this Agreement and its Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of the Company); (v) the Registration Rights Agreement, duly executed by the Major Company Stockholders who have elected to execute the Registration Rights Agreement; (vi) the Sponsor Support Agreement, duly executed by an officer of the Company; and (vii) a Certificate of Good Standing for the Company from the Secretary of State of the State of Delaware; (viii) a certificate on behalf of the Company, prepared in a manner consistent and in accordance with the requirements of Treasury Regulations Sections 1.897-2(g), (h) and 1.1445-2(c)(3), certifying that no interest in the Company is, or has been during the relevant period specified in Section 897(c)(1)(A)(ii) of the Code, a “United States real property interest” within the meaning of Section 897(c) of the Code, and a form of notice to the IRS prepared in accordance with the provisions of Treasury Regulations Section 1.897-2(h)(2). (b) At the Closing, OmniLit will deliver or cause to be delivered: (i) to the Exchange Agent, the number of shares of OmniLit Post-Merger Class A Common Stock equal to the portion of the Aggregate Merger Consideration to be paid to holders of Company Common Stock for further distribution to the Company’s stockholders pursuant to Section 3.2, provided, that, for the avoidance of doubt, such shares shall be delivered immediately following the effectiveness of the OmniLit Post-Merger Charter; (ii) to the Company, a certificate signed by an officer of OmniLit, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions specified in Section 9.3(a) and Section 9.3(b) have been fulfilled (the “OmniLit Closing Certificate”); (iii) to the Company, the Registration Rights Agreement, duly executed by duly authorized representatives of OmniLit and the Sponsor; (iv) the Sponsor Support Agreement, duly executed by the Sponsors (as defined therein) and an officer of OmniLit; and (v) to the Company, the written resignations of all of the directors and officers of OxxxXxx and Mxxxxx Sub (other than those Persons identified as the initial directors and officers, respectively, of OmniLit after the Effective Time, in accordance with the provisions of Section 2.6 and Section 7.6), effective as of the Effective Time. (c) On the Closing Date, concurrently with the Effective Time, OmniLit shall pay or cause to be paid by wire transfer of immediately available funds, without duplication, (i) (A) the OmniLit Transaction Expenses as set forth on OmniLit Transaction Expenses Certificate, and (B) any amounts outstanding under any Working Capital Loans, and (ii) the Company Transaction Expenses as set forth on Company Transaction Expenses Certificate; provided, that any Company Transaction Expenses due to current or former employees, independent contractors, officers, or directors of the Company or any of its Subsidiaries shall be paid to the Company for further payment to such employee, independent contractor, officer or director through the Company’s payroll.

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • Post-Closing Deliverables (a) Within ten (10) days of the Closing Date, Seller and/or Seller’s Affiliates shall give any notices required to be given under the Material Contracts in connection with the consummation of the Transaction and shall further provide to Purchaser at Closing with true and complete copies of such notices. From and following the date of this Agreement, Seller and the Company shall use commercially reasonable efforts to (i) obtain any consents or authorizations required under the terms of the Material Contracts in connection with the consummation of the Transaction and (ii) prepare the documents to be executed pursuant to Section 2.2(e) as required under the terms of the Material Contracts in connection with the consummation of the Transaction. If, as of Closing (i) any notice has not been given or any authorization or consent has not been obtained under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) or (ii) any conveyance or assignment documents required to vest title to all Owned Real Property and easements in the Company have not been executed prior to Closing, in each case other quitclaim deeds with respect to Owned Office Properties as specifically required to be delivered at Closing in accordance with Section 2.2(e), notwithstanding anything in this Agreement to the contrary, such failure shall not give rise to any right to indemnification under Article IX. (b) Seller shall (i) for twelve (12) months following the Closing Date, use commercially reasonable efforts to, as and when requested by Purchaser, give any notice that has not been given or obtain any authorization or consent that has not been obtained prior to the Closing that is required under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) and (ii) as soon as practicable following Closing (but no more than 90 days following Closing), deliver to Purchaser an accurate list and description of all Owned Real Property and execute and deliver to Purchaser all real estate conveyance documents required to vest title to all Owned Real Property and easements in the Company (to the extent not previously delivered at Closing). Following Closing, until such required notices are given or such required consents are obtained or such documents are executed, Seller agrees to enter into a commercially reasonable alternative arrangement to provide (and cause its Affiliates to provide, as applicable), the Company and Purchaser’s Affiliates with the benefits (e.g., in respect of any applicable Sign Location Lease, the right to operate the Structures on the property covered thereby) to which such notice or consent relates, including by enforcing at the written request of Purchaser (and at Purchaser’s sole cost and expense) any of the rights under such Contract (including the right of termination); and to the extent the Company (or Purchaser’s Affiliate) receives such benefits (or Seller enforces any rights under such Contract at Purchaser’s written request), Purchaser shall be responsible for the performance of the Seller’s obligations thereunder, at Purchaser’s sole cost and expense, acting in good faith and in the ordinary course of business. If within the twelve (12) month period following the Closing Date (aa) either Party (or their Affiliates) receives written notice from a landowner or counterparty (or counsel for the landowner or counterparty) purporting to terminate a particular Sign Location Lease which is a Material Contract or a Bus Transit Contract, as a result of the failure to obtain a consent required by the terms of such lease or Bus Transit Contract, or (bb) any such landlord or counterparty files suit (or initiates arbitration, if applicable) against either Party (or their respective Affiliates) seeking termination of the applicable Sign Location Lease or Bus Transit Contract, as a result of the failure to obtain a consent required by the terms of such lease or Bus Transit Contract, or (cc) any such landowner or counterparty requires payment of a material sum or some other material concession from the Company in exchange for any such required consent (and in the case of a demand for a material sum of money, where Seller elects to not pay such amount upon request of the Company), then in each such instance, the Company or Purchaser may within ten days following the expiration of such twelve month period (or such later period as provided below) by written notice to Seller either (i) elect to relinquish all of its right, title and interest in and to such Sign Location Lease or Bus Transit Contract, as applicable (and any Assets solely related thereto), to Seller, in which case the Purchaser shall be entitled to a payment from Seller in an amount equal to that portion of the Purchase Price allocable to such item or asset, which shall be based on a multiple equal to the product of 7.1 times net revenues less site lease expense for calendar year 2014; or (ii) elect to retain such rights over the item or asset, in which case there would be no such payment to the Company or Purchaser, as applicable; provided, however, that (x) Purchaser shall upon request by Seller, assist and cooperate with Seller in effecting the commercially reasonable alternative arrangement referred to above and in obtaining the applicable required consent, and (y) before Purchaser shall have the right to exercise its rights under subpart (i) above, Seller shall have the right (at Seller’s sole cost) to defend any such action by a landlord or counterparty and/or to negotiate a settlement and/or cure any alleged breach of the applicable lease or Bus Transit Contract and so long as Seller is diligently doing so, Seller shall have until the expiration of the following periods to cure or settle such matter (i) if Purchaser is still permitted to operate at such location during the pendency of such matter, until such matter is finally adjudicated or (ii) if Purchaser is not permitted to operate at such location during the pendency of such matter and Seller elects not to replace the lost net cash flow at such location during the pendency of such matter, a two (2) month period from the date Purchaser is first not able to operate at such location (provided, further, that, in the case of both (i) and (ii) above, if Purchaser in good faith determines that the Company or Purchaser’s applicable Affiliate could reasonably be expected to be subject to liability to such landlord or counterparty by continuing to operate such asset, Purchaser may require that Seller confirm in writing to Purchaser Seller’s duty to defend and indemnify Purchaser with respect thereto, including but not limited to damages for trespass, where applicable). Purchaser acknowledges that failure to timely notify Seller of such an election in accordance with the foregoing shall be deemed an acceptance by Purchaser of such Sign Location Lease or Bus Transit Contract, as applicable and related Assets and a relinquishment of any right to payment from Seller. For the avoidance of doubt, any amounts that may become due to Purchaser (or the Company) under this paragraph shall not be subject to the limitations set forth in Section 9.2(c). (c) As soon as practicable following the Closing (but no later than 90 days following Closing), Seller shall deliver to Purchaser Outdoor Advertising Permit transfer documents as are required to validly and fully transfer and assign all such Permits to the Company (or Purchaser’s designated Affiliate).

  • Seller Deliverables At the Closing, Seller shall deliver, or cause to be delivered (each, a “Seller Deliverable”, and, collectively, the “Seller Deliverables”): i. to PropCo Purchaser, all agreements, documents, instruments, certificates and other deliverables required to be delivered by the Selling Entities or Real Estate Sellers, as applicable, at or prior to the Closing pursuant to Section 5(a) of the Real Estate Purchase Agreement, in each case, duly executed by the applicable Selling Entities or Real Estate Sellers; ii. to OpCo Purchaser, an IRS Form W-9 duly executed by each applicable Selling Entity (or, with respect to each Selling Entity that is a disregarded entity for U.S. federal income tax purposes, the regarded owner of such Selling Entity for U.S. federal income tax purposes); iii. to OpCo Purchaser, stock or other applicable ownership certificates representing all of the outstanding OpCo Acquired Interests; iv. to OpCo Purchaser, the Intellectual Property License, duly executed by the applicable Selling Entities; v. to OpCo Purchaser, the Transition Services Agreement, duly executed by the applicable Selling Entities, if applicable; vi. to OpCo Purchaser, control of all keys, codes, combinations, and/or passwords to the machinery, equipment, trucks and automobiles at, on or in the Premises, to the extent in the possession of the applicable Selling Entities; vii. to OpCo Purchaser, written resignations, effective as of the Closing Date, of all directors and members of the board of directors, board of managers or similar governing body, and officers of each OpCo Acquired Company; viii. to OpCo Purchaser, the Seller Financing Loan Agreement, duly executed by Seller; ix. to each of OpCo Purchaser and PropCo Purchaser, the Contingent Lease Support Agreement, duly executed by Seller; x. to OpCo Purchaser, an aggregate amount of cash equal to the Reserve Amount (as defined in the Contingent Lease Support Agreement); xi. to the Title Company, title affidavits in the forms attached hereto as Exhibit I, as well as any other affidavit, indemnity, certificate or instrument reasonably required by the Title Company in order to effectuate the issuance of the Title Policy subject only to Permitted Liens; and xii. to each of OpCo Purchaser and PropCo Purchaser, as applicable, each of the other Ancillary Agreements, duly and validly executed by the parties thereto other than OpCo Purchaser or PropCo Purchaser.

  • Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

  • Seller Closing Deliveries Seller shall deliver the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

  • Buyer Closing Deliveries Buyer shall deliver the following documents to the Escrow Agent on or before the date which is (i) one (1) Business Day prior to the Closing Date if the Loan Assumption is to occur at the Closing with respect to all Assets, or (ii) two (2) Business Days prior to the Closing Date if the Loan Assumption is not to occur at the Closing with respect to any Asset (i.e., there will be no Loan Assumption at all): (a) With respect to the Assets: (i) an assignment and assumption of Crown Ridge Seller’s interest in the Crown Ridge Space Leases (the “Crown Ridge Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (ii) an assignment and assumption of Canyon Springs Seller’s interest in the Canyon Springs Space Leases (the “Canyon Springs Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (iii) an assignment and assumption of Cascades I Seller’s interest in the Cascades I Space Leases (the “Cascades I Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (iv) an assignment and assumption of Cascades II Seller’s interest in the Cascades II Space Leases (the “Cascades II Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (v) an assignment and assumption of Cibolo Canyon Seller’s interest in the Cibolo Canyon Space Leases (the “Cibolo Canyon Assignment of Leases”) duly executed by Buyer in substantially the form of Exhibit A attached hereto; (vi) an assignment and assumption of the Crown Ridge Contracts (the “Crown Ridge Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (vii) an assignment and assumption of the Canyon Springs Contracts (the “Canyon Springs Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (viii) an assignment and assumption of the Cascades I Contracts (the “Cascades I Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (ix) an assignment and assumption of the Cascades II Contracts (the “Cascades II Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (x) an assignment and assumption of the Cibolo Canyon Contracts (the “Cibolo Canyon Assignment of Contracts”) duly executed by Buyer in substantially the form of Exhibit B attached hereto; (xi) notice letters to the tenants at the Real Property (the “Tenant Notices”) duly executed by Buyer, in substantially the form of Exhibit C attached hereto. Buyer shall promptly deliver the same to all tenants following the Closing and shall provide Sellers with confirmation of such delivery upon Sellers’ request; (xii) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Crown Ridge Real Property to the extent assignable (but excluding any Excluded Assets) (a “Crown Ridge Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xiii) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Canyon Springs Real Property to the extent assignable (but excluding any Excluded Assets) (a “Canyon Springs Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xiv) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Cascades I Real Property to the extent assignable (but excluding any Excluded Assets) (a “Cascades I Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xv) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Cascades II Real Property to the extent assignable (but excluding any Excluded Assets) (a “Cascades II Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xvi) an assignment of all licenses, certificates of occupancy, permits, approvals, authorizations, guaranties, warranties and intangibles with respect to the Cibolo Canyon Real Property to the extent assignable (but excluding any Excluded Assets) (a “Cibolo Canyon Assignment of Licenses, Permits, Warranties and General Intangibles”) duly executed by Buyer in substantially the form of Exhibit D attached hereto; (xvii) all documents relating to each applicable Loan Assumption and required by Existing Lender to effectuate each applicable Loan Assumption (the “Loan Assumption Documents”), which are consistent with the provisions of this Agreement and do not impose any obligation or liability on Buyer that is not expressly contemplated by this Agreement or the applicable Existing Loan Documents, duly executed by Buyer, provided that the delivery in this subsection shall not apply to a particular Loan Assumption if the Lender Consent is not received on or prior to the Closing Date or in the event Buyer elects, in its sole discretion, to forgo the particular Loan Assumption by delivery of a Loan Assumption Rejection Notice in accordance with Section 2.3(d)(ii) or by the delivery of the New Financing Notice referenced in Section 2.3(f); (xviii) a change in responsibility form for the Exxxxxx Aquifer Protection Plan duly executed by Buyer in substantially the form of Exhibit I attached hereto (a “Change in Responsibility Form”) with respect to the Canyon Springs Asset, which Change in Responsibility Form Buyer shall deliver to the following address promptly following the Closing: Exxxxxx Aquifer Protection Plan, Attn: Mx. Xxxx Xxxxxxxxxxx, 10000 Xxxxxx Xxxx, San Antonio TX 78223; (xix) a Change in Responsibility Form with respect to the Cibolo Canyon Asset duly executed by Buyer, which Change in Responsibility Form Buyer shall deliver to the following address promptly following the Closing: Exxxxxx Aquifer Protection Plan, Attn: Mx. Xxxx Xxxxxxxxxxx, 10000 Xxxxxx Xxxx, San Antonio TX 78223; (xx) an Assignment and Amendment Agreement in substantially the form of Exhibit K attached hereto (a “Cascades Assignment and Amendment Agreement”) for the Contract for Marketing of Services for Cascades I with respect to the Cascades I Asset duly executed by Buyer; provided, however, as between Seller and Buyer, Buyer is only assuming the obligations under such Contract for Marketing of Services that arise from and after the Closing; (xxi) a Cascades Assignment and Amendment Agreement for the Contract for Marketing of Services for Cascades II Seniors with respect to the Cascades II Asset duly executed by Buyer; and (xxii) a Cascades Assignment and Amendment Agreement for the Contract for Marketing of Services for Cascades II Duplexes with respect to the Cascades II Asset duly executed by Buyer. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Sellers and Buyer and duly executed by Buyer; and (ii) a separate buyer’s closing statement for each Asset, consistent with the terms of this Agreement (the “Buyer Closing Statement”).

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • Closing Deliveries of Buyer At Closing, unless otherwise waived by Seller, Buyer will deliver to Seller the following: (a) A duly executed counterpart of the Escrow Agreement; (b) Evidence to Seller’s reasonable satisfaction that the Escrow Fund has been deposited with the Escrow Agent. (c) an assumption agreement, duly executed by Buyer, pursuant to which Buyer assumes the Assumed Liabilities; (d) A counterpart to the Lease Termination Agreement duly executed by Landlord under which Landlord agrees to terminate, effective as of December 1, 2008, the Lease Agreement in connection with the consummation of the transactions contemplated by this Agreement; (e) A counterpart to the Xxxxxxx Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Xxxxxxx Employment Agreement, in connection with the consummation of the transactions contemplated by this Agreement; (f) A counterpart to the English Termination Agreement duly executed by Xxxxxx English under which Xxxxxx English agrees to terminate, effective as of December 1, 2008, the English Employment Agreement in connection with the consummation of the transactions contemplated by this Agreement; (g) A counterpart to the Repurchase Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Repurchase Agreement in connection with the consummation of the transactions contemplated by this Agreement; (h) A counterpart to the Guarantee Termination Agreement duly executed by Owner under which Owner agrees to terminate, effective as of December 1, 2008, the Guarantee Agreement in connection with the consummation of the transactions contemplated by this Agreement; (i) Copies of resolutions duly adopted by the managing member(s) of Buyer, authorizing and approving the consummation of the transactions contemplated hereby and the execution and delivery of this Agreement and the other documents described herein, each certified as true, complete and in full force and effect as of Closing by a duly authorized officer of Buyer; and (j) An executed copy of the Promissory Note; (k) An executed copy of a security agreement by the Buyer in favor of the Seller, substantially in the form attached hereto as “Exhibit C” (the “Security Agreement”); and (l) An executed copy of the Transition Services Agreement (as defined below); and (m) Such other instruments and documents as Seller may reasonably request.

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