Closing Documentation. (a) At Closing, Seller shall execute and deliver to Buyer the following documents in the forms attached hereto as Exhibits C through H:
(i) a special warranty deed (the “Deed”) conveying to Buyer fee simple title to the Land and Improvements, free and clear of all liens, charges and encumbrances, except: (A) ad valorem real property taxes for the calendar year of sale, to the extent not yet due and payable (to be prorated as of the Closing Date), (B) the rights of Buyer as tenant under the Lease (which tenancy shall be deemed merged into Buyer’s fee title), and (C) such other matters as are approved by Buyer, or not objected to in a timely manner under Paragraph 7 (collectively, the “Permitted Encumbrances”);
(ii) a xxxx of sale by which Seller transfers to Buyer the FF&E (the “Xxxx of Sale”);
(iii) a general assignment of the Contracts, Licenses and Warranties, to the extent the same may be assignable (the “General Assignment”) (provided that Seller shall cooperate with Buyer to obtain the benefit of any Contracts, Licenses and Warranties which are not assignable);
(iv) a settlement statement (the “Settlement Statement”) reflecting any applicable adjustments to the Purchase Price and the appropriate receipts and disbursements on behalf of the Parties;
(v) an owner’s affidavit in form reasonably acceptable to Buyer and the Title Company (defined in Paragraph 7) affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, except for the Permitted Encumbrances, and any other certificates or affidavits reasonably required by the Title Company;
(vi) a certificate confirming that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act, and containing information necessary to complete an IRS Form 1099;
(vii) a closing certificate from Seller certifying that all of the representations and warranties contained in Paragraph 12(a) of this Agreement are true and correct as of the Closing Date; and
(viii) documents evidencing the due organization and valid existence of Seller and the authority of the designated representative of Seller to execute and deliver the closing documents.
(b) At Closing, Buyer shall execute and deliver to Seller:
(i) the General Assignment;
(ii) the Settlement Statement;
(iii) a statement from Buyer certifying that all of the representations and warranties contained in Paragraph 12(b) of this Agreement are true and correct as of the Closing Date;...
Closing Documentation. The Purchasers will have received from, or on behalf of, the Vendor the following closing documentation:
(i) share certificates representing the Purchased Shares issued in the name of the Vendor, or duly executed share transfer forms in respect of the Purchased Shares held in book-entry form, in each case, duly endorsed for transfer to the Purchasers (or Affiliates of the Purchasers), as the Purchasers may direct, along with such documents necessary to transfer to the Purchasers, title to such Purchased Shares;
(ii) certified copies of the resolutions of the directors of the Vendor approving this Agreement and the transfer of the Purchased Shares to the Purchasers (or Affiliates of the Purchasers), as the Purchasers may direct;
(iii) a bring-down certificate of a director or officer of the Vendor, acting in their capacity as a director or officer, as applicable, of the Vendor and not in their personal capacity, certifying that:
(A) to the Vendor’s knowledge, the representations and warranties of the Vendor set forth in Section 3.1 hereof are true, accurate, and correct in all material respects (other than such representations and warranties which are qualified by materiality, which representations and warranties are true, accurate and correct in all respects) as at the Closing Time and with the same effect as if made at and as of the Closing Time; and
(B) the Vendor has performed, in all material respects, and executed and delivered, as applicable, all obligations, covenants and agreements required by it to be performed, executed and delivered, as applicable, hereunder at or before the Closing Time; and
(iv) all other necessary consents, resolutions, approvals, waivers, including waivers of pre-emptive rights, and authorizations required to enable the transfer of the Purchased Shares to the Purchasers as provided for in this Agreement.
Closing Documentation. The Company shall have received such additional documentation at the Closing as the Company and its counsel may reasonably require to evidence compliance by VSI and Newco with all of their obligations under this Agreement.
Closing Documentation. The Company shall have received the documents identified in Section 4.1 and such additional documentation at the Closing as the Company and its counsel may reasonably require to evidence compliance by the Seller and Intelspec with all of their obligations under this Agreement.
Closing Documentation. For purposes of determining compliance with the conditions set forth in Section 9, each Bank that has executed this Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document and matter either sent, or made available, by the Agent or the Arranger to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Bank, unless the Agent shall have received notice from such Bank prior to the Closing Date specifying such Bank's objection thereto and such objection shall not have been withdrawn by notice to the Agent to such effect on or prior to the Closing Date.
Closing Documentation. Provide bond counsel with all appropriate information necessary for their preparation of appropriate closing documentation, and review and comment on such documentation prior to District approval.
Closing Documentation. 31 (c) Approval of Legal Matters..................................... 32 (d) No Litigation................................................. 32 (e) Hart-Xxxxx-Xxxxxx Xxxting Period.............................. 32
Closing Documentation. The Sellers shall have received the following documents, agreements and instruments from the Buyer:
(a) a certificate signed by a duly authorized signatory of the Buyer and dated as of the Closing Date certifying as to the satisfaction of the conditions set forth in Sections 8.1 and 8.2 hereof;
(b) payment of the Purchase Price pursuant to Section 1.2 hereof;
(c) an opinion of Parker, Poe, Adams & Bernstein L.L.P., counsel for the Buyer, dated as of the Clxxxxx Daxx xxx xxdressed to the Sellers, reasonably acceptable in form and substance to Sellers' counsel;
(d) certificates dated as of a recent date from the Secretary of State of the State of Delaware to the effect that the Buyer is duly incorporated and in good standing in such State;
(e) a copy of the Buyer's Certificate of Incorporation, including all amendments thereto, certified by the Secretary of State of the State of Delaware;
(f) a certificate of the Secretary or an Assistant Secretary of the Buyer as to (i) the bylaws of the Buyer, (ii) the resolutions of the Buyer's Board of Directors authorizing this Agreement and the transactions contemplated hereby, and (iii) the authority and incumbency of the persons acting on behalf of the Buyer in connection with the execution of any document delivered in connection with this Agreement; and
(g) such other instruments and documents as the Sellers shall reasonably request not inconsistent with the provisions hereof.
Closing Documentation. UBIBV and VCG shall have received the following documents, agreements and instruments from Buyer and Communications:
(i) Payment of the Purchase Price pursuant to Section 2.2 hereof;
(ii) A certificate signed by an officer of each of Buyer and Communications certifying as to the matters set forth in Section 7.2(a) above;
(iii) An opinion of Weil, Gotshal & Mangxx, XXP, counsel for Buyer and Communications, dated the date of the Closing and addressed to UBIBV and VCG, in form and substance reasonably acceptable to UBIBV and VCG;
(iv) Copies of all consents, approvals and notices referred to in Section 3.2(b) hereof;
(v) A certificate of the Secretary or an Assistant Secretary of each of Buyer and Communications dated the Closing Date certifying (A) that attached thereto are true, complete and correct copies of resolutions, as in effect on the date of such certification, duly adopted by the Board of Directors of Buyer and Communications, or a duly authorized committee thereof, approving the transactions contemplated hereby and authorizing the execution, delivery and performance by Buyer and Communications of this Agreement and the purchase and acquisition by Buyer and Communications of the Vermont Shares in accordance herewith, and (B) as to the incumbency and signatures of the officers of Buyer and Communications executing this Agreement and all instruments or other documents delivered in connection with this Agreement; and
(vi) All other instruments and documents required by this Agreement to be delivered by Buyer and Communications to UBIBV and VCG on or before the Closing, including execution and delivery of the Bavaria Agreement.
