Closing Documents and Deliveries Sample Clauses
Closing Documents and Deliveries. On the Closing Date, Seller shall execute and deliver to Purchaser (as required) and Purchaser shall execute and deliver to Seller (as required) the following:
8.1 Seller shall execute and deliver to Purchaser a limited warranty deed (or its equivalent form customarily used in the State in which the Property is located) conveying the Property to Purchaser subject to the Permitted Exceptions (the “Deed”).
8.2 An assignment and assumption of the Leases and other occupancy agreements and all rents to become due thereunder from and after the Closing Date (the “Assignment and Assumption of Leases”) in the form of Exhibit E, which is attached hereto and made a part hereof.
8.3 Purchaser shall cause Escrow Agent to deliver to Seller the Purchase Price by wire transfer of readily available funds, subject to the adjustments and prorations set forth herein.
8.4 Seller shall execute and deliver to Purchaser for the Property a bxxx of sale (the “Bxxx of Sale”) in the form of Exhibit F, which is attached hereto and made a part hereof.
8.5 An assignment of the Intangibles, Permits and Warranties (the “Assignment of Intangibles, Permits and Warranties”) in the form of Exhibit E-1, which is attached hereto and made a part hereof.
8.6 Seller shall deliver such evidence of Seller’s authority to enter into this transaction which is reasonably required by the Title Company. Seller shall execute and deliver such affidavit as the Title Company may reasonably require to remove its standard printed exceptions relating, among other things, to mechanics liens and right of parties in possession, but not with respect to matters of survey.
8.7 Seller shall deliver to Purchaser a notice to the tenants of the change of ownership of the Property in the form of Exhibit G, which is attached hereto and made a part hereof.
8.8 Seller shall deliver to the Title Company an affidavit stating that Seller is not a “Foreign Person” within the meaning of Section 1445(f)(3) of the Code.
8.9 A closing statement (the “Closing Statement”) (an initial draft of which shall be prepared and circulated by Seller at least two (2) business days prior to Closing) showing the items and amounts prorated and the amounts by which the Purchase Price shall be adjusted in the following manner as of the Closing Date:
(a) Purchaser shall pay the premium costs and expenses of the Title Insurance Policy, including, but not limited to, any endorsements to the Title Insurance Policy and for the Survey.
(b) Seller shall pay...
Closing Documents and Deliveries. At the Closing, and thereafter if requested by VCampus, Reorganized Prosoft shall deliver to VCampus the following items:
3.5.1 Duly executed certificates evidencing all of the New Common Stock to be issued to VCampus or its designee pursuant to Section 2.1;
3.5.2 The Plan and Confirmation Order, which order shall be certified by the clerk of the Bankruptcy Court;
3.5.3 A certificate of good standing for Prosoft issued by the appropriate authority of the State of Nevada no more than thirty (30) days prior to Closing;
3.5.4 A closing certificate signed by the president of Prosoft attesting that, to the best of his knowledge, information and belief, as of the Closing: (i) the representations and warranties of Prosoft contained herein continue to be true and complete in all material respects (or, to the extent any of the same are not true and complete in any material respect, specifying how the same is not true and complete); and, (ii) that any covenant of Prosoft contained herein, that by its terms is to have been performed as of the Closing, has been performed (or, to the extent any of the same have not been performed in any material respect, specifying how the same remains unperformed);
3.5.5 Resignations of the corporate officers and directors of Prosoft;
3.5.6 A list of all the Acquired Assets being retained by Reorganized Prosoft.
3.5.7 Such other documents as may be reasonably requested by VCampus in connection with the transactions contemplated hereby. However, Prosoft may retain and use copies of any and all records it deems reasonably necessary to resolve and complete the Chapter 11 Case.
Closing Documents and Deliveries. Company shall have received the following agreements, deliveries and documents, each of which shall be in full force and effect:
(i) a certificate executed on behalf of Bxxxx, dated the date of Closing and signed by an officer of Bxxxx, evidencing compliance with Sections 5.02(a) through (c) hereof;
(ii) certificates from appropriate authorities as to the good standing of, and payment of all required fees by Buyer in Nevada and any other jurisdiction in which Buyer is “doing business”, as of a recent date prior to the Closing Date.
(iii) A joint written consent of the Board and majority shareholders of Bxxxx approving the transactions contemplated herein.
(iv) Documents, including bank account signature cards, for any Company bank accounts.
(v) Executed documents evidencing the settlement and release of claims originating under promissory notes issued by FirstIn Wireless (the former business of the Buyer) in form and substance suitable to the Company on the terms set forth on Schedule 5.02(d)(v).
(vi) Evidence of Financing of at least $35,000 shall have been procured for the Buyer.
(vii) Confirmation that the Articles of Incorporation of Buyer have been amended to increase the authorized common and preferred stock to 1 billion shares of common and 50 million shares of preferred.
Closing Documents and Deliveries. Sellers shall have delivered to Buyer the following:
(a) certificates representing the Company Stock, properly endorsed in blank for transfer, together with any stock transfer powers or other instruments, appropriately executed, as may be necessary to transfer the Company Stock to Buyer or an Affiliate of Buyer as designated by Buyer;
(b) a copy of the Company's articles of incorporation certified by the Secretary of State of Florida;
(c) a copy of the Company's corporate bylaws certified by its secretary;
(d) a certificate of good standing of the Company from the State of Florida dated as of a recent date;
(e) a certified copy of the resolutions and other requisite corporate actions of the Company and Sellers, authorizing the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation of the transactions contemplated hereby and thereby;
(f) a certificate, in form and substance satisfactory to Buyer, of each of Sellers and the Company in accordance with SECTION 10.2(xiv)(i);
(g) an opinion of Xxxxxxxxxx Xxxxxx, P.A., counsel to Sellers and the Company, substantially in the form of Exhibit 10.2(xiv)(g);
(h) the Escrow Agreement executed by Sellers, substantially in the form of Exhibit 10.2(xiv)(h) (the "Escrow Agreement");
(i) separate letters of resignation signed by each director and officer of the Company as designated by the Buyer, to be effective on the Closing Date;
(j) evidence (in form and substance reasonably satisfactory to Buyer) that the Company's and Sellers' legal counsel, investment bankers, brokers and other agents and representatives have been paid in full and that the Company does not have any liability to any of the foregoing persons or, to the extent being paid by Sellers at Closing, delivered to Buyer payoff letters with respect to all unpaid amounts relating to the transaction of otherwise (on terms and conditions reasonably satisfactory to Buyer);
(k) evidence (in form and substance reasonably satisfactory to Buyer) that the Company's outstanding Indebtedness has been paid in full and Sellers shall have obtained releases of all Liens other than Permitted Liens relating to the assets and properties of the Company or, to the extent such Indebtedness is being repaid by Sellers at Closing, delivered to Buyer and Buyer's lenders payoff letters with respect to all Indebtedness outstanding as of the Closing (in each case on terms and conditions...
Closing Documents and Deliveries. 9
9.1 Documents to be Delivered by the Seller and the Principal…………………………. 9
9.2 Documents to be Delivered by Buyer and OSI……………………………………… 9
Closing Documents and Deliveries. The Sellers shall have delivered, or caused to be delivered, to the Purchaser all of the agreements and other closing documents and deliveries described in Section 4.2, together with such additional documents as the Purchaser may reasonably require in order to consummate, or to evidence the consummation of, the transactions contemplated by this Agreement or any Ancillary Document, all of which shall be reasonably satisfactory in form and substance to the Purchaser.
Closing Documents and Deliveries. (i) Seller. At Closing, Seller shall deliver to Purchaser the following:
(a) a special warranty deed (the "Deed"), subject only to the Permitted Exceptions and in the form attached hereto as EXHIBIT T;
(b) a xxxx of sale (the "Xxxx of Sale") in the form attached hereto as EXHIBIT J; ---------
(c) a letter advising each tenant under the Leases of the change in ownership of the Property in the form of EXHIBIT L attached hereto;
(d) a letter advising each vendor under the Service Contracts of the change in ownership of the Property in the form of EXHIBIT M attached hereto;
(e) four (4) counterparts of an assignment and assumption of the Leases and Security Deposits in the form of EXHIBIT E attached hereto (the "Lease Assignment"), executed by Seller;
(f) four (4) counterparts of an assignment and assumption of the Service Contracts in the form of EXHIBIT F attached hereto (the "Service Contract Assignment"), executed by Seller;
(g) an affidavit stating, under penalty of perjury, Seller's U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code;
(h) four (4) counterparts of a closing statement (the "Closing Statement") to be executed by Seller and Purchaser, containing the Closing Delinquency Schedule (as defined in Section 4(C)(i)(b) below) and setting forth the prorations and adjustments to the Purchase Price as required by Section 4(C) below, executed by Seller;
(i) all executed Estoppel Certificates (as defined in Section 8(B)(i) below) received by Seller as of the Closing Date to the extent not previously delivered to Purchaser or its counsel;
(j) an owner's affidavit reasonably required by the Title Insurer in order to cause it to issue the title policy or a commitment to deliver such title policy, as described in Section 8(D) below; provided, however, that Seller shall not be obligated to indemnify Title Insurer for any Liens about which Seller has a dispute regarding the amount due or work performed or for any tenant improvement work under contracts that Purchaser assumes at Closing pursuant to Section 10(T);
(k) four (4) counterparts of a Quit Claim Assignment of General Intangibles (the "General Intangibles Assignment") in the form of EXHIBIT R attached hereto;
(l) any transfer tax declaration, real property conveyance statement or similar document (the "Transfer Tax Declaration") that Seller is required to execute by law in order to record the Deed with Arapahoe Count...
Closing Documents and Deliveries. At and conditioned upon the Closing, the documents and funds described in this Section 5.2 shall be delivered by and to Seller and Buyer as hereinafter provided. All transactions consummated at the Closing shall be deemed to have been made simultaneously and no documents or funds shall be deemed to have been delivered until all required documents and funds have been delivered.
(a) Seller shall execute and deliver to Buyer a xxxx of sale for the Tangible Personal Property in substantially the form of EXHIBIT 5.2(A) (the "Xxxx of Sale").
(b) Seller and Buyer each shall execute and deliver to the other, original counterparts of an assignment and assumption agreement for the Other Agreements and Other Assets in substantially the form of EXHIBIT 5.2(B).
(c) Seller shall deliver to Buyer a certified copy of resolution(s) adopted by the Board of Directors and Shareholders of Seller authorizing the execution and delivery of this Agreement and the consummation of the transaction as contemplated by this Agreement, together with an opinion of counsel to the effects set forth in EXHIBIT 5.2(C).
(d) Buyer shall deliver to Seller a certified copy of a resolution(s) adopted by the Board of Directors of Buyer authorizing the execution and delivery of this Agreement and the consummation of the transaction as contemplated by this Agreement, together with an opinion of counsel to the effects set forth in EXHIBIT 5.2(D).
(e) Seller shall deliver to Buyer an updated version of EXHIBIT 6.1(G) attached to this Agreement which shall be used as Exhibit A for the Xxxx of Sale.
(f) Seller shall deliver to Buyer possession of the Assets, including any keys, combinations or other means of access to the Assets to the extent in Seller's possession.
(g) Shareholder shall enter into a Consulting Agreement with Buyer in the form of EXHIBIT 7.1(D).
Closing Documents and Deliveries. Purchasers shall have delivered to the Warrantors the items specified in Section 7, except to the extent expressly waived by Warrantors.
Closing Documents and Deliveries. Buyer shall have delivered to Sellers or the other persons described in SECTION 3.2, as applicable, the following:
(a) the Purchase Price by wire transfer of immediately available funds as described in SECTION 3.2;
(b) a copy of the resolutions and other requisite actions of Buyer authorizing the execution and delivery of this Agreement and the other documents and instruments to be executed and delivered pursuant to this Agreement, and the consummation by Buyer of the transactions contemplated hereby and thereby, which copies have been certified by Buyer's secretary;
(c) a certificate of Buyer in accordance with SECTION 10.3(i);
(d) an opinion of counsel to Buyer, substantially in the form of Exhibit 10.3(iii)(d); and
(e) the Escrow Agreement and the Option. All proceedings to be taken by Buyer in connection with the consummation of the transactions contemplated hereby and all documents required to be delivered by Buyer to effect the transactions contemplated hereby shall be reasonably satisfactory in form and substance to the Sellers. Any condition specified above may be waived if such waiver is set forth in a writing duly executed by the Sellers.