Contributor’s Deliveries. At Closing, the Contributors shall deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors and shall be dated as of the date of Closing: (a) The certificate required by Section 5.2. (b) The Assignment and Assumption Agreements. (c) Certificate(s)/Registration of Title for any vehicle owned by the Contributors and used in connection with the Property. (d) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens. (e) The FIRPTA Certificates. (f) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part thereof. (g) Certified copies of the Contributors' and the Partnership's Organizational Documents. (h) Appropriate resolutions of the partners of the Contributors, together with all other necessary approvals and consents of the Contributors, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents. (i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority. (j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required. (k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes. (l) A written instrument executed by the Contributors, conveying and transferring to the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication. (m) All current real estate and personal property tax bills in the Contributors' possession or under its control. (n) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information. (o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing. (p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regard. (q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
Appears in 9 contracts
Samples: Contribution Agreement (Hersha Hospitality Trust), Contribution Agreement (Hersha Hospitality Trust), Contribution Agreement (Hersha Hospitality Trust)
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors Contributor and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.2.
(b) The Assignment and Assumption AgreementsDeed.
(c) The Bill of Sale [Inventory].
(d) The Bill of Sale [Personal Propertx].
(e) The Assignment and Assumption Agreement.
(f) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(dg) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(eh) The FIRPTA CertificatesCertificate.
(fi) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gj) Certified copies of the Contributors' and the PartnershipContributor's Organizational Documents.
(hk) Appropriate resolutions of the partners of the ContributorsContributor, together with all other necessary approvals and consents of the ContributorsContributor, authorizing (A) the execution on behalf of the Contributors Contributor of this Agreement and the documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors Contributor of its obligations hereunder and under such documents.
(il) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(jm) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(kn) If the Acquiror is assuming the Contributor's obligations under any or all of the Operating Agreements, the originals of such agreements, duly assigned to the Acquiror and with such assignment acknowledged and approved by the other parties to such Operating Agreements.
(o) Such proof as the Acquiror may reasonably require with respect to Contributors' Contributor's compliance with the bulk sales laws or similar statutes.
(lp) A written instrument executed by the ContributorsContributor, conveying and transferring to the Acquiror all of the Contributors' Contributor's right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors Contributor maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(mq) All current real estate and personal property tax bills in the Contributors' Contributor's possession or under its control.
(nr) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(os) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(pt) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' Contributor's commitments in that regard.
(qu) A list of the Contributors' Contributor's outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the ContributorsContributor.
(v) Written notice executed by Contributor notifying all interested parties, including all tenants under any leases of the Property, that the Property has been conveyed to the Acquiror and directing that all payments, inquiries and the like be forwarded to the Acquiror at the address to be provided by the Acquiror.
(w) All keys for the Property.
(x) All books, records, operating reports, appraisal reports, files and other materials in the Contributor's possession or control which are necessary in the Acquirors discretion to maintain continuity of operation of the Property.
(y) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Acquiror the Contributor's employment rating for workmens' compensation and state unemployment tax purposes.
(z) An assignment of all warranties and guarantees from all contractors and subcontractors, manufacturers, and suppliers in effect with respect to the Improvements.
(aa) Complete set of "as-built" drawings for the Improvements.
(bb) Such agreements, affidavits or other documents as may be required by the Title Company in order to issue affirmative mechanics lien coverage in the Owner's Title Policy for the Property.
(cc) a completed version of the Questionnaire from the Contributor and each Transferee.
(dd) Any other document or instrument reasonably requested by the Acquiror or required hereby.
Appears in 3 contracts
Samples: Contribution Agreement (Hersha Hospitality Trust), Contribution Agreement (Hersha Hospitality Trust), Contribution Agreement (Hersha Hospitality Trust)
Contributor’s Deliveries. At ClosingContributor shall execute, the Contributors shall acknowledge and deliver to Acquiror all of FWRLP at the Closing the following instrumentsdocuments, each of which shall have been duly executed and, where applicable, acknowledged dated on behalf of the Contributors and shall be dated as of the date of ClosingClosing Date:
(a) The certificate required by Section 5.2.a trustee's deed, in form and substance satisfactory to FWRLP and Title Company, conveying good and marketable fee simple title to the Property, free and clear of all liens, encumbrances, easements and restrictions of every nature and description, except for the Permitted Exceptions;
(b) The Assignment a bill of sale which shall conxxx to FWRLP good title to all the Personal Property, free and Assumption Agreements.clear of all liens and encumbrances;
(c) Certificate(s)/Registration an affidavit setting forth that all of Title for any vehicle owned by Contributor's representations and warranties are true and correct in all material respects on the Contributors and used in connection with the Property.Closing Date;
(d) Such agreementsan assignment of the Leases, affidavits together with all originally executed Leases, and the security deposits shall be paid to FWRLP;
(e) an assignment of Licenses, warranties and Service Contracts, if any, which are to be assumed by FWRLP, together with the originally executed Service Contracts which are to be assumed;
(f) a schedule updating the Rent Schedule for the Property and setting forth all arrearages in rents and all prepayments of rents;
(g) copies of books, records, operating reports, files and other materials related to the ownership, use and operation of the Property (other than Contributor's partnership tax returns, Contributor's partnership documents and other confidential ownership documents which are not required to properly operate the Property), to the extent that any exist and are in the possession of Contributor, which obligation shall survive Closing;
(h) Tenant estoppel letters as required in Section 8(a)(vi).
(i) an original letter executed by Contributor advising the tenants of the Property of the contribution of the Property to FWRLP and directing that rents and other payments thereafter be sent to FWRLP or as FWRLP may direct;
(j) possession of the Property in the condition required by this Agreement, and the keys therefore;
(k) the Certification of Non-foreign Status as provided in Treas. Reg. 1.1445-2(b)(2)(iii)(B) or in any other documents form as may be required by the Title Company to issue Internal Revenue Code or the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(e) The FIRPTA Certificates.
(f) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part thereof.
(g) Certified copies of the Contributors' and the Partnership's Organizational Documents.
(h) Appropriate resolutions of the partners of the Contributors, together with all other necessary approvals and consents of the Contributors, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents.
(i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, regulations issued by the appropriate governmental authority.
(j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.thereunder;
(l) A written instrument executed such other items and instruments as shall be required by the Contributors, conveying and transferring to Title Company in connection with the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all issuance of its interest in title insurance policy to FWRLP pursuant to Section 8(a)(iii) or as shall be reasonably requested by counsel to FWRLP and to such post office box and consistent with the number associated therewith, so as to assure a continuity in operation and communication.terms of this Agreement;
(m) All current real estate any and personal property tax bills in all documents necessary to release the Contributors' possession or under its control.cash constituting the Deposit from escrow with the Title Company and to have said Deposit returned to FWRLP;
(n) A complete set an amendment to the Partnership Agreement of all guest registration cardsFWRLP, guest transcriptsin a form reasonably acceptable to FWRLP and Contributor, guest historiesadmitting the Contributor (or the Members receiving Units, if applicable) as a limited partner(s) of FWRLP and all other available guest information.issuing the Units to Contributor (or the Members who are to receive Units, if applicable) computed in accordance with Section 2 herein; and
(o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current any other documents required by this Agreement to a date not more than 48 hours prior to the Closingbe delivered by Contributor.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regard.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
Appears in 3 contracts
Samples: Contribution Agreement (First Washington Realty Trust Inc), Contribution Agreement (First Washington Realty Trust Inc), Contribution Agreement (First Washington Realty Trust Inc)
Contributor’s Deliveries. At Closing, the Contributors shall ------------------------- deliver to Acquiror Acquirors all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.2.. -----------
(b) The Assignment and Assumption Agreements.
(c) Certificate(s)/Registration of Title for any vehicle owned by the Contributors and used in connection with the Property.
(d) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(e) The FIRPTA Certificates.
(f) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part thereof.
(g) Certified copies of the Contributors' and the Partnership's Organizational Documents.
(h) Appropriate resolutions of the partners of the Contributors, together with all other necessary approvals and consents of the Contributors, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents.
(i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror Acquirors may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.
(l) A written instrument executed by the Contributors, conveying and transferring to the Acquiror Acquirors all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror Acquirors all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(m) All current real estate and personal property tax bills in the Contributors' possession or under its control.
(n) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror Acquirors to honor the Contributors' commitments in that regard.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
Appears in 2 contracts
Samples: Contribution Agreement (Hersha Hospitality Trust), Contribution Agreement (Hersha Hospitality Trust)
Contributor’s Deliveries. At ClosingContributor shall execute, the Contributors shall acknowledge and deliver to Acquiror all of FWRLP at the Closing the following instrumentsdocuments, each of which shall have been duly executed and, where applicable, acknowledged dated on behalf of the Contributors and shall be dated as of the date of ClosingClosing Date:
(a) The certificate required by Section 5.2.a trustee's deed, in form and substance satisfactory to FWRLP and Title Company, conveying good and marketable fee simple title to the Property, free and clear of all liens, encumbrances, easements and restrictions of every nature and description, except for the Permitted Exceptions;
(b) The Assignment a bill of sale which shall conxxx to FWRLP good title to all the Personal Property, free and Assumption Agreements.clear of all liens and encumbrances;
(c) Certificate(s)/Registration an affidavit setting forth that all of Title for any vehicle owned by Contributor's representations and warranties are true and correct in all material respects on the Contributors and used in connection with the Property.Closing Date;
(d) Such agreementsan assignment of the Leases, affidavits together with all originally executed Leases, and the security deposits shall be paid to FWRLP;
(e) an assignment of Licenses, warranties and Service Contracts, if any, which are to be assumed by FWRLP, together with the originally executed Service Contracts which are to be assumed;
(f) a schedule updating the Rent Schedule for the Property and setting forth all arrearages in rents and all prepayments of rents;
(g) copies of books, records, operating reports, files and other materials related to the ownership, use and operation of the Property (other than Contributor's partnership tax returns, Contributor's partnership documents and other confidential ownership documents which are not required to properly operate the Property), to the extent that any exist and are in the possession of Contributor, which obligation shall survive Closing;
(h) Tenant estoppel letters as required in Section 8(a)(vi).
(i) an original letter executed by Contributor advising the tenants of the Property of the contribution of the Property to FWRLP and directing that rents and other payments thereafter be sent to FWRLP or as FWRLP may direct;
(j) possession of the Property in the condition required by this Agreement, and the keys therefore;
(k) the Certification of Non-foreign Status as provided in Treas. Reg. 1.1445-2(b)(2)(iii)(B) or in any other documents form as may be required by the Title Company to issue Internal Revenue Code or the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(e) The FIRPTA Certificates.
(f) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part thereof.
(g) Certified copies of the Contributors' and the Partnership's Organizational Documents.
(h) Appropriate resolutions of the partners of the Contributors, together with all other necessary approvals and consents of the Contributors, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents.
(i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, regulations issued by the appropriate governmental authority.
(j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.thereunder;
(l) A written instrument executed such other items and instruments as shall be required by the Contributors, conveying and transferring to Title Company in connection with the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all issuance of its interest in title insurance policy to FWRLP pursuant to Section 8(a)(iii) or as shall be reasonably requested by counsel to FWRLP and to such post office box and consistent with the number associated therewith, so as to assure a continuity in operation and communication.terms of this Agreement;
(m) All current real estate any and personal property tax bills in all documents necessary to release the Contributors' possession or under its control.cash constituting the Deposit from escrow with the Title Company and to have said Deposit returned to FWRLP;
(n) A complete set an amendment to the Partnership Agreement of all guest registration cardsFWRLP, guest transcriptsin a form reasonably acceptable to FWRLP and Contributor, guest historiesadmitting the Contributor (or the Partners receiving Units, if applicable) as a limited partner(s) of FWRLP and all other available guest information.issuing the Units to Contributor (or the Partners who are to receive Units, if applicable) computed in accordance with Section 2 herein; and
(o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current any other documents required by this Agreement to a date not more than 48 hours prior to the Closingbe delivered by Contributor.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regard.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
Appears in 2 contracts
Samples: Contribution Agreement (First Washington Realty Trust Inc), Contribution Agreement (First Washington Realty Trust Inc)
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors Contributor and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.25.1(b).
(b) The Assignment and Assumption AgreementsDeed.
(c) The Bill xx Sale [Inventory].
(d) The Bill xx Sale [Personal Property].
(e) The Assignment and Assumption Agreement.
(f) Any and all other documentation reasonably requested by the Acquiror, and at the expense of the Acquiror, or required hereby.
(g) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(dh) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liensPolicy.
(ei) The FIRPTA CertificatesCertificate.
(fj) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gk) Certified copies of the Contributors' and the PartnershipContributor's Organizational Documents.
(hl) Recordable releases of all documents which Marriott International, Inc., or the Manager have filed relating to the franchise or otherwise.
(m) Appropriate resolutions consents of the partners of the ContributorsContributor, where required, together with all other necessary approvals and consents of the ContributorsContributor, authorizing (A) the execution on behalf of the Contributors Contributor of this Agreement and the documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors Contributor of its obligations hereunder and under such documents.
(i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.
(l) A written instrument executed by the Contributors, conveying and transferring to the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(m) All current real estate and personal property tax bills in the Contributors' possession or under its control.
(n) A complete set of legal opinion from the Contributor's counsel in a form satisfactory to Acquiror's counsel stating that this Agreement (i) has been duly authorized by all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(o) An updated schedule of employees, showing salaries and duties with a statement necessary action on the part of the length of service of each such employeeContributor, brought current to a date not more than 48 hours prior to (ii) has been duly executed and delivered by the Closing.
Contributor, (piii) A complete list of all advance room reservations, functions constitutes the valid and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regard.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.binding agreements of
Appears in 2 contracts
Samples: Contribution Agreement (Innkeepers Usa Trust/Fl), Contribution Agreement (Innkeepers Usa Trust/Fl)
Contributor’s Deliveries. At ClosingPrior to the Contract Date, Contributor has made available to Acquiror or Subsidiary, as applicable, to the extent in Contributor’s possession or control, all documents, contracts, information, Records (as defined below) and exhibits pertinent to the transaction that is the subject of this Agreement, including, but not limited to, the Contributors shall deliver documents listed as “Contributor’s Deliveries” on EXHIBIT F. As used herein, “Records” means all books, records, tax returns, correspondence, financial data, leases, and all other documents and matters, public or private, maintained by Contributor or its agents, relating to Acquiror receipts and expenditures pertaining to the Project for the three most recent full calendar years and the current calendar year and all contracts, rental agreements and all other documents and matters, public or private, maintained by Contributor or its agents, relating to operations of the following instrumentsProject. In addition, each of which Contributor shall have been duly executed andprovide (and shall cooperate in all respects in so providing) Acquiror or Subsidiary, where as applicable, acknowledged with copies of, or access to, such factual information as may be reasonably requested by Acquiror or Subsidiary, as applicable, and in the possession or control of Contributor, to enable Talon Holding to issue one or more press releases concerning the transaction that is the subject of this Agreement, to file a Current Report on behalf of the Contributors Form 8-K (as specified on EXHIBIT G), if, as and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.2.
(b) The Assignment and Assumption Agreements.
(c) Certificate(s)/Registration of Title for any vehicle owned by the Contributors and used in connection with the Property.
(d) Such agreements, affidavits or other documents as when such filing may be required by the Title Company Securities and Exchange Commission (“SEC”) and to issue make any other filings that may be required by any Governmental Authority (as defined below). The obligation of Contributor to cooperate in providing Acquiror or Subsidiary, as applicable, with such information for Talon Holding to file its Current Report on Form 8-K shall survive the Owner's Title Policy with affirmative coverage Closing and shall not be merged into any of the conveyancing documents delivered at Closing. “Governmental Authority” or “Governmental Authorities” shall mean any agency, commission, department or body of any municipal, township, county, local, state or Federal governmental or quasi-governmental regulatory unit, entity or authority having jurisdiction or authority over mechanics' and materialmen's liens.
(e) The FIRPTA Certificates.
(f) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part portion of the Project or the management, operation, use or improvement thereof.
(g) Certified copies of the Contributors' and the Partnership's Organizational Documents.
(h) Appropriate resolutions of the partners of the Contributors, together with all other necessary approvals and consents of the Contributors, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents.
(i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.
(l) A written instrument executed by the Contributors, conveying and transferring to the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(m) All current real estate and personal property tax bills in the Contributors' possession or under its control.
(n) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regard.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (Talon Real Estate Holding Corp.)
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instrumentsinstruments in its possession and control, each of which shall have been duly executed andand acknowledged, where if applicable, acknowledged on behalf of the Contributors and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.2.
(b) The Assignment and Assumption AgreementsDeed.
(c) The Bill of Sale [Inventory].
(d) The Bill of Sale [Personal Propertx].
(e) The Assignment and Assumption Agreement.
(f) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(dg) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(eh) The FIRPTA CertificatesCertificate.
(fi) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gj) Certified copies of the Contributors' and the PartnershipContributor's Organizational Documents.
(hk) Appropriate resolutions of the partners of the ContributorsContributor, together with all other necessary approvals and consents of the ContributorsContributor, authorizing (A) the execution on behalf of the Contributors Contributor of this Agreement and the documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors Contributor of its obligations hereunder and under such documents.
(il) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(jm) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(kn) If the Acquiror is assuming the Contributor's obligations under any or all of the Operating Agreements, the originals of such agreements, duly assigned to the Acquiror and with such assignment acknowledged and approved by the other parties to such Operating Agreements.
(o) Such proof as the Acquiror may reasonably require with respect to Contributors' Contributor's compliance with the bulk sales laws or similar statutes.
(lp) A written instrument executed by the ContributorsContributor, conveying and transferring to the Acquiror all of the Contributors' Contributor's right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors Contributor maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(mq) All current real estate and personal property tax bills in the Contributors' Contributor's possession or under its control.
(nr) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(os) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(pt) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' Contributor's commitments in that regard.
(qu) A list of the Contributors' Contributor's outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the ContributorsContributor.
(v) Written notice executed by Contributor notifying all interested parties, including all tenants under any leases of the Property, that the Property has been conveyed to the Acquiror and directing that all payments, inquiries and the like be forwarded to the Acquiror at the address to be provided by the Acquiror.
(w) All keys for the Property.
(x) All books, records, operating reports, appraisal reports, files and other materials in the Contributor's possession or control which are necessary in the Acquirors discretion to maintain continuity of operation of the Property.
(y) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Acquiror the Contributor's employment rating for workmens' compensation and state unemployment tax purposes.
(z) An assignment of all warranties and guarantees from all contractors and subcontractors, manufacturers, and suppliers in effect with respect to the Improvements.
(aa) Complete set of "as-built" drawings for the Improvements.
(bb) Such agreements, affidavits or other documents as may be required by the Title Company in order to issue affirmative mechanics lien coverage in the Owner's Title Policy for the Property.
(cc) a completed version of the Questionnaire from the Contributor and each Transferee.
(dd) Any other document or instrument reasonably requested by the Acquiror or required hereby.
Appears in 1 contract
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors Contributor and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.25.1(b).
(b) The Assignment and Assumption AgreementsDeed.
(c) The Bill xx Sale [Inventory].
(d) The Bill xx Sale [Personal Property].
(e) The Assignment and Assumption Agreement.
(f) Any and all other documentation reasonably requested by the Acquiror, and at the expense of the Acquiror, or required hereby.
(g) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(dh) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liensPolicy.
(ei) The FIRPTA CertificatesCertificate.
(fj) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gk) Certified copies of the Contributors' and the PartnershipContributor's Organizational Documents.
(hl) Recordable releases of all documents which Marriott International, Inc., or the Manager have filed relating to the franchise or otherwise.
(m) Appropriate resolutions consents of the partners of the ContributorsContributor, where required, together with all other necessary approvals and consents of the ContributorsContributor, authorizing (A) the execution on behalf of the Contributors Contributor of this Agreement and the documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors Contributor of its obligations hereunder and under such documents.
(n) A legal opinion from the Contributor's counsel in a form satisfactory to Acquiror's counsel stating that this Agreement (i) Validhas been duly authorized by all necessary action on the part of the Contributor, (ii) has been duly executed and delivered by the Contributor, (iii) constitutes the valid and binding agreements of the Contributor, and (iv) is enforceable in accordance with its respective terms.
(o) If required by Acquiror's lender, a valid, final and unconditional certificate(s) certificate of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(jp) If the Acquiror is assuming the Contributor's obligations under any or all of the Operating Agreements, the originals of such agreements, duly assigned to the Acquiror and with such assignment acknowledged and approved by the other parties to such Operating Agreements.
(q) The written consent of the Licensor Franchisor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.
(lr) A written instrument executed by the ContributorsContributor, conveying and transferring to the Acquiror all of the Contributors' Contributor's right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors Contributor maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(ms) All current real estate and personal property tax bills in the Contributors' Contributor's possession or under its control.
(nt) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Acquiror the Contributor's employment rating for workmen's compensation and state unemployment tax purposes.
(u) A letter signed by Contributor authorizing and directing Marriott and the Manager to provide to Acquiror the following materials:
(i) An affidavit from the Manager's chief financial officer setting forth the date through which each employee of Manager has been paid and setting forth and describing, as to each employee, all accrued but unpaid vacation pay and other fringe benefits.
(ii) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(oiii) An updated schedule of Manager's employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(piv) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' Contributor's or Manager's commitments in that regard.
(qv) A list of the Contributors' Contributor's outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the ContributorsContributor.
(vi) All keys for the Property.
(vii) All books, records, operating reports, appraisal reports, files and other materials in the Contributor's possession or control which are necessary in the Acquiror's discretion to maintain continuity of operation of the Property.
(viii) Written notice executed by Contributor notifying all interested parties, including all tenants under any leases of the Property, that the Property has been conveyed to the Acquiror and directing that all payments, inquiries and the like be forwarded to the Acquiror at the address to be provided by the Acquiror.
(ix) Either (i) a receipt from the Director of Revenue of the Kansas Department of Revenue showing that all sales and use taxes, interest, and penalties due as of the Closing Date have been paid by the Contributor or (ii) a certificate from the Department of Revenue that no such taxes, interest, or penalties are due from the Contributor as of the Closing Date. In the event the Contributor does not produce such receipt or certificate at Closing, this covenant shall survive the Closing to the end of the limitations period for audits relating to such taxes, interest or penalties. If Acquiror receives notice relating to such taxes, interest or penalties that Acquiror is or may be liable for such taxes, interest or penalties, Acquiror shall notify Contributor and Marriott of such notice, and request Contributor and/or Marriott to pay such taxes, interest or penalties for any period for which they were obligated to pay. If Contributor or Marriott refuses or fails to pay such taxes, interest or penalties within sixty (60) days of such notice, Acquiror agrees to finance Contributor's payment of those items in the manner for capital expenditure reserves set forth in Section 2.7.
(x) An agreement between Acquiror and Jack X. XxXxxx xxxiting his right, only to the extent set forth therein, to engage in certain competitive activities with the Acquiror.
Appears in 1 contract
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instrumentsinstruments in the Contributor's possession and control, each of which shall have been duly executed andand acknowledged, where if applicable, acknowledged on behalf of the Contributors and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.2.
(b) The Assignment and Assumption AgreementsDeed.
(c) The Xxxx of Sale [Inventory].
(d) The Xxxx of Sale [Personal Property].
(e) The Assignment and Assumption Agreement.
(f) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(dg) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(eh) The FIRPTA CertificatesCertificate.
(fi) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gj) Certified copies of the Contributors' and the PartnershipContributor's Organizational Documents.
(hk) Appropriate resolutions of the partners of the ContributorsContributor, together with all other necessary approvals and consents of the ContributorsContributor, authorizing (A) the execution on behalf of the Contributors Contributor of this Agreement and the documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors Contributor of its obligations hereunder and under such documents.
(il) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(jm) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(kn) If the Acquiror is assuming the Contributor's obligations under any or all of the Operating Agreements, the originals of such agreements, duly assigned to the Acquiror and with such assignment acknowledged and approved by the other parties to such Operating Agreements.
(o) Such proof as the Acquiror may reasonably require with respect to Contributors' Contributor's compliance with the bulk sales laws or similar statutes.
(lp) A written instrument executed by the ContributorsContributor, conveying and transferring to the Acquiror all of the Contributors' Contributor's right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors Contributor maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(mq) All current real estate and personal property tax bills in the Contributors' Contributor's possession or under its control.
(nr) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(os) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(pt) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' Contributor's commitments in that regard.
(qu) A list of the Contributors' Contributor's outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the ContributorsContributor.
(v) Written notice executed by Contributor notifying all interested parties, including all tenants under any leases of the Property, that the Property has been conveyed to the Acquiror and directing that all payments, inquiries and the like be forwarded to the Acquiror at the address to be provided by the Acquiror.
(w) All keys for the Property.
(x) All books, records, operating reports, appraisal reports, files and other materials in the Contributor's possession or control which are necessary in the Acquirors discretion to maintain continuity of operation of the Property.
(y) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Acquiror the Contributor's employment rating for workmens' compensation and state unemployment tax purposes.
(z) An assignment of all warranties and guarantees from all contractors and subcontractors, manufacturers, and suppliers in effect with respect to the Improvements.
(aa) Complete set of "as-built" drawings for the Improvements.
(bb) Such agreements, affidavits or other documents as may be required by the Title Company in order to issue affirmative mechanics lien coverage in the Owner's Title Policy for the Property.
(cc) a completed version of the Questionnaire from the Contributor and each Transferee.
(dd) Any other document or instrument reasonably requested by the Acquiror or required hereby.
Appears in 1 contract
Contributor’s Deliveries. At the Closing, the Contributors Contributor shall deliver to Acquiror Escrow Agent all of the following instrumentsinstruments (unless previously provided or made available to the Partnership for copying and originals are not in the possession or within the control of Contributor), each of which shall have been duly executed and, where applicable, acknowledged and/or sworn on behalf of the Contributors Contributor and shall be dated as of the date Closing Date: Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Closing:Purchase and Sale
(a) The certificate required by Section 5.25.1(b) hereof.
(b) The Assignment Deed, in the form attached hereto as Exhibit D (subject to such changes as are required by Applicable Law, local recording requirements and/or customary real estate practices in the jurisdiction(s) in which the Property is located, provided, the substantive terms and Assumption Agreementsprovisions of the Deed attached hereto are not modified as a result of any such changes).
(c) The Xxxx of Sale, in the form attached hereto as Exhibit C.
(d) The Assignment of Occupancy Agreements, in the form attached hereto as Exhibit F.
(e) The Assignment and Assumption Agreement (of Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements), in the form attached hereto as Exhibit E.
(f) All Third Party Consents.
(g) Intentionally Omitted.
(h) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(di) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's ’s Title Policy with affirmative coverage over mechanics' subject only to the Permitted Title Exceptions and materialmen's liensto eliminate such standard exceptions and to issue such endorsements thereto which may be eliminated and issued under applicable State law and which are customarily required by institutional investors purchasing property comparable to the Property.
(ej) The FIRPTA CertificatesCertificate.
(fk) True, correct and complete copies Copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part thereof.
(g) Certified copies of the Contributors' and the Partnership's Contributor’s Organizational Documents.
(hl) Appropriate resolutions of the partners of the ContributorsContributor, together with all other necessary approvals and consents of Contributor and such documentary and other evidence as may be reasonably required by the ContributorsPartnership or Escrow Agent, authorizing and evidencing the authorization of (Ai) the execution on behalf of the Contributors Contributor of this Agreement and the authority of the person or persons who are executing the various documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with the Closing, and (Bii) the performance by the Contributors Contributor of its obligations hereunder and under such documents.. Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale
(im) ValidAn assignment of each of the Leased Property Agreements to the Partnership and/or its property manager, final and unconditional certificate(slessee or other designee (as the Partnership shall specify), together with (1) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(j) The written consent of the Licensor lessors of such Leased Property Agreements, if required by such Leased Property Agreements, and (2) executed originals of all such Leased Property Agreements in Contributor’s possession or reasonably available to Contributor. If any Leased Property is leased pursuant to a Leased Property Agreements which is a capital lease, in accordance with generally accepted accounting principles, Contributor shall cancel such capital lease at its expense and convey good and marketable title to such property (which shall constitute Tangible Personal Property hereunder) to the transfer of the licensePartnership and/or its property manager, if applicable, and if so required.
lessee or other designee (k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws Partnership shall specify) free from any lien or similar statutes.
(l) A written instrument executed by the Contributors, conveying and transferring encumbrance pursuant to the Acquiror all Xxxx of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Sale — Personal Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(m) All current real estate and personal property tax bills in the Contributors' possession or under its control.
(n) A complete set of Written notice executed by Contributor notifying all guest registration cardsinterested parties, guest transcriptsincluding, guest historieswithout limitation, all tenants under any Occupancy Agreements, that the Property has been conveyed to the Partnership and directing that all other available guest informationpayments, inquiries and the like be forwarded to the Partnership at the address to be provided by the Partnership.
(o) An updated schedule Agreement of employeesTermination of Lease, showing salaries whereby Contributor and duties with a statement of Marriott have terminated the length of service of each such employeeMarriott Lease, brought current to a date not more than 48 hours prior to the Closingat Contributor’s sole cost and expense.
(p) A complete list The Lock-Up Agreement restricting transfer of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regardUnits.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the ContributorsThe Prospective Subscriber Questionnaire.
Appears in 1 contract
Samples: Contribution Agreement (Ashford Hospitality Trust Inc)
Contributor’s Deliveries. At Closing, the Contributors shall deliver to Acquiror Acquirors all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.2.
(b) The Assignment and Assumption Agreements.
(c) Certificate(s)/Registration of Title for any vehicle owned by the Contributors and used in connection with the Property.
(d) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(e) The FIRPTA Certificates.
(f) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part thereof.
(g) Certified copies of the Contributors' ’ and the Partnership's ’s Organizational Documents.
(h) Appropriate resolutions of the partners of the Partnership Contributors, together with all other necessary approvals and consents of the Contributors, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents.
(i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror Acquirors may reasonably require with respect to Contributors' ’ compliance with the bulk sales laws or similar statutes.
(l) A written instrument executed by the Contributors, conveying and transferring to the Acquiror Acquirors all of the Contributors' ’ right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror Acquirors all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(m) All current real estate and personal property tax bills in the Contributors' ’ possession or under its control.
(n) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror Acquirors to honor the Contributors' ’ commitments in that regard.
(q) A list of the Contributors' ’ outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
(r) All keys for the Property.
(s) All books, records, operating reports, appraisal reports, files and other materials in the Contributors’ possession or control which are necessary in the Acquirors discretion to maintain continuity of operation of the Property.
(t) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Acquirors the Contributors’ employment rating for workmens' compensation and state unemployment tax purposes.
(u) An assignment of all warranties and guarantees from all contractors and subcontractors, manufacturers, and suppliers in effect with respect to the Improvements.
(v) Complete set of "as-built" drawings for the Improvements.
(w) Such agreements, affidavits or other documents as may be required by the Title Company in order to issue affirmative mechanics lien coverage in the Owner's Title Policy for the Property.
(x) Any other document or instrument reasonably requested by the Acquirors or required hereby.
Appears in 1 contract
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instrumentsinstruments in its possession and control, each of which shall have been duly executed andand acknowledged, where if applicable, acknowledged on behalf of the Contributors and shall be dated Contributor as of the date of ClosingClosing Date:
(a) The certificate required by Section 5.2.
(b) The Assignment and Assumption AgreementsDeed.
(c) The Xxxx of Sale [Inventory].
(d) The Xxxx of Sale [Personal Property].
(e) The Assignment and Assumption Agreement.
(f) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(dg) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(eh) The FIRPTA CertificatesCertificate.
(fi) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gj) Certified copies of the Contributors' and the PartnershipContributor's Organizational Documents.
(hk) Appropriate resolutions of the partners of the ContributorsContributor, together with all other necessary approvals and consents of the ContributorsContributor, authorizing (A) the execution on behalf of the Contributors Contributor of this Agreement and the documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors Contributor of its obligations hereunder and under such documents.
(il) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(jm) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(kn) If the Acquiror is assuming the Contributor's obligations under any or all of the Operating Agreements, the originals of such agreements, duly assigned to the Acquiror and with such assignment acknowledged and approved by the other parties to such Operating Agreements.
(o) Such proof as the Acquiror may reasonably require with respect to Contributors' Contributor's compliance with the bulk sales laws or similar statutes.
(lp) A written instrument executed by the ContributorsContributor, conveying and transferring to the Acquiror all of the Contributors' Contributor's right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors Contributor maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(mq) All current real estate and personal property tax bills in the Contributors' Contributor's possession or under its control.
(nr) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(os) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(pt) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' Contributor's commitments in that regard.
(qu) A list of the Contributors' Contributor's outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the ContributorsContributor.
(v) Written notice executed by Contributor notifying all interested parties, including all tenants under any leases of the Property, that the Property has been conveyed to the Acquiror and directing that all payments, inquiries and the like be forwarded to the Acquiror at the address to be provided by the Acquiror.
(w) All keys for the Property.
(x) All books, records, operating reports, appraisal reports, files and other materials in the Contributor's possession or control which are necessary in the Acquirors discretion to maintain continuity of ' operation of the Property.
(y) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Acquiror the Contributor's employment rating for workmens' compensation and state unemployment tax purposes.
(z) An assignment of all warranties and guarantees from all contractors and subcontractors, manufacturers, and suppliers in effect with respect to the Improvements.
(aa) Complete set of "as-built" drawings for the Improvements.
(bb) Such agreements, affidavits or other documents as may be required by the Title Company in order to issue affirmative mechanics lien coverage in the Owner's Title Policy for the Property.
(cc) a completed version of the Questionnaire from the Contributor and each Transferee.
(dd) Any other document or instrument reasonably requested by the Acquiror or required hereby.
Appears in 1 contract
Contributor’s Deliveries. At Closing, the Contributors shall deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.2.
(b) The Assignment and Assumption Agreements.
(c) Certificate(s)/Registration of Title for any vehicle owned by the Contributors and used in connection with the Property.
(d) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative affirma- tive coverage over mechanics' and materialmen's liens.
(e) The FIRPTA Certificates.
(f) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contri- butors and relating to the Improvements and the Personal Property, or any part thereof.
(g) Certified copies of the Contributors' and the Partnership's Organizational Documents.
(h) Appropriate resolutions of the partners of the Contributors, together with all other necessary approvals and consents of the Contributors, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents.
(i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.
(l) A written instrument executed by the Contributors, conveying and transferring to the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(m) All current real estate and personal property tax bills in the Contributors' possession or under its control.
(n) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regard.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
Appears in 1 contract
Contributor’s Deliveries. At Closing, the Contributors shall ------------------------- deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.2.. -----------
(b) The Assignment and Assumption Agreements.
(c) Certificate(s)/Registration of Title for any vehicle owned by the Contributors and used in connection with the Property.
(d) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(e) The FIRPTA Certificates.
(f) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part thereof.
(g) Certified copies of the Contributors' Contributors and the Partnership's Organizational Documents.
(h) Appropriate resolutions of the partners of the Contributors, together with all other necessary approvals and consents of the Contributors, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents.
(i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.
(l) A written instrument executed by the Contributors, conveying and transferring to the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(m) All current real estate and personal property tax bills in the Contributors' possession or under its control.
(n) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regard.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
Appears in 1 contract
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors Contributor and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.25.1(b).
(b) The Assignment and Assumption AgreementsDeed.
(c) The Bill xx Sale [Inventory].
(d) The Bill xx Sale [Personal Property].
(e) The Assignment and Assumption Agreement.
(f) Any and all other documentation reasonably requested by the Acquiror, and at the expense of the Acquiror, or required hereby.
(g) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(dh) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liensPolicy.
(ei) The FIRPTA CertificatesCertificate.
(fj) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gk) Certified copies of the Contributors' and the PartnershipContributor's Organizational Documents.
(hl) Recordable releases of all documents which Marriott International, Inc., or the Manager have filed relating to the franchise or otherwise.
(m) Appropriate resolutions consents of the partners of the ContributorsContributor, where required, together with all other necessary approvals and consents of the ContributorsContributor, authorizing (A) the execution on behalf of the Contributors Contributor of this Agreement and the documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors Contributor of its obligations hereunder and under such documents.
(n) A legal opinion from the Contributor's counsel in a form satisfactory to Acquiror's counsel stating that this Agreement (i) Validhas been duly authorized by all necessary action on the part of the Contributor, (ii) has been duly executed and delivered by the Contributor, (iii) constitutes the valid and binding agreements of the Contributor, and (iv) is enforceable in accordance with its respective terms.
(o) If required by Acquiror's lender, a valid, final and unconditional certificate(s) certificate of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(jp) If the Acquiror is assuming the Contributor's obligations under any or all of the Operating Agreements, the originals of such agreements, duly assigned to the Acquiror and with such assignment acknowledged and approved by the other parties to such Operating Agreements.
(q) The written consent of the Licensor Franchisor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.
(lr) A written instrument executed by the ContributorsContributor, conveying and transferring to the Acquiror all of the Contributors' Contributor's right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors Contributor maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(ms) All current real estate and personal property tax bills in the Contributors' Contributor's possession or under its control.
(nt) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Acquiror the Contributor's employment rating for workmen's compensation and state unemployment tax purposes.
(u) A letter signed by Contributor authorizing and directing Marriott and the Manager to provide to Acquiror the following materials:
(i) An affidavit from the Manager's chief financial officer setting forth the date through which each employee of Manager has been paid and setting forth and describing, as to each employee, all accrued but unpaid vacation pay and other fringe benefits.
(ii) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(oiii) An updated schedule of Manager's employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(piv) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' Contributor's or Manager's commitments in that regard.
(qv) A list of the Contributors' Contributor's outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the ContributorsContributor.
(vi) All keys for the Property.
(vii) All books, records, operating reports, appraisal reports, files and other materials in the Contributor's possession or control which are necessary in the Acquiror's discretion to maintain continuity of operation of the Property.
(viii) Written notice executed by Contributor notifying all interested parties, including all tenants under any
Appears in 1 contract
Contributor’s Deliveries. At ClosingSubsequent to the Contract Date, Contributor shall make available to Acquiror, to the extent specifically requested in writing by Acquiror and in Contributor’s possession and control, copies of all documents, contracts, information, Records (as defined below) and exhibits pertinent to the transaction that is the subject of this Agreement, including, but not limited to, the Contributors shall deliver documents listed as “Contributor’s Deliveries” on EXHIBIT H. As used herein, “Records” means all books, records, tax returns, correspondence, financial data, leases, and all other documents and matters, public or private, maintained by Contributor or its agents, relating to Acquiror receipts and expenditures pertaining to the Project for the three most recent full calendar years and the current calendar year and all contracts, rental agreements and all other documents and matters, public or private, maintained by Contributor or its agents, relating to operations of the following instrumentsProject. In addition, each of which Contributor shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors provide (and shall cooperate in all respects in so providing) Acquiror with copies of, or access to, such factual information as may be dated reasonably requested by Acquiror, and in the possession or control of Contributor, to enable Talon to issue one or more press releases concerning the transaction that is the subject of this Agreement, to file a Current Report on Form 8-K (as of the date of Closing:
(a) The certificate required by Section 5.2.
(b) The Assignment specified on EXHIBIT I), if, as and Assumption Agreements.
(c) Certificate(s)/Registration of Title for any vehicle owned by the Contributors and used in connection with the Property.
(d) Such agreements, affidavits or other documents as when such filing may be required by the Title Company Securities and Exchange Commission (“SEC”) and to issue make any other filings that may be required by any Governmental Authority (as defined below). The obligation of Contributor to cooperate in providing Acquiror with such information for Acquiror to file its Current Report on Form 8-K shall survive the Owner's Title Policy with affirmative coverage Closing and shall not be merged into any of the conveyancing documents delivered at Closing. “Governmental Authority” or “Governmental Authorities” shall mean any agency, commission, department or body of any municipal, township, county, local, state or Federal governmental or quasi-governmental regulatory unit, entity or authority having jurisdiction or authority over mechanics' and materialmen's liens.
(e) The FIRPTA Certificates.
(f) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part thereof.
(g) Certified copies portion of the Contributors' and Project or the Partnership's Organizational Documents.
(h) Appropriate resolutions of the partners of the Contributorsmanagement, together with all other necessary approvals and consents of the Contributorsoperation, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at use or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents.
(i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.
(l) A written instrument executed by the Contributors, conveying and transferring to the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(m) All current real estate and personal property tax bills in the Contributors' possession or under its control.
(n) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regard.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.improvement thereof
Appears in 1 contract
Samples: Contribution Agreement (Talon Real Estate Holding Corp.)
Contributor’s Deliveries. At Closing, the Contributors shall deliver or cause to be delivered to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors and shall be dated as of the date of ClosingClosing Date:
(a) The certificate required by Section 5.2.
(b) The Partnership Agreement, executed by the Contributors.
(c) The Registration Rights Agreement, executed by the Contributors.
(d) The Assignment and Assumption Agreements.
(c) Certificate(s)/Registration of Title for any vehicle owned by the Contributors and used in connection with the Property.
(d) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(e) The FIRPTA CertificatesEscrow Agreement executed by the Contributors.
(f) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part thereofThe FIRPTA Certificates.
(g) Certified copies of the ContributorsContributed Entities' and the Partnership's Organizational Documents.
(h) Appropriate resolutions of the partners partners, directors or managers of the ContributorsContributors for each Contributor which is a partnership, limited liability company or a non-profit corporation, business corporation or insurance company, respectively, together with all other necessary approvals and consents of the Contributors, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents.
(i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.
(l) A written instrument executed by the Contributors, conveying and transferring to the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(mj) All current real estate books, records, operating reports, appraisal reports, files and personal property tax bills other materials in the Contributors' possession or under its controlcontrol which are necessary in the Acquirors discretion to maintain continuity of operation of the Real Property and Improvements.
(nk) A complete set To the extent permitted under applicable law, documents of all guest registration cards, guest transcripts, guest histories, transfer necessary to transfer to the Acquiror the Contributors' employment rating for workmens' compensation and all other available guest informationstate unemployment tax purposes.
(ol) An updated schedule of employees, showing salaries and duties with a statement A completed Questionnaire from each of the length of service of each such employee, brought current to a date not more than 48 hours prior to the ClosingContributors receiving Partnership Units.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regard.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
Appears in 1 contract
Samples: Contribution Agreement (American Financial Realty Trust)
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors Contributor and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.2.
(b) The Assignment and Assumption AgreementsDeed.
(c) The Xxxx of Sale [Inventory].
(d) The Xxxx of Sale [Personal Property].
(e) The Assignment and Assumption Agreement.
(f) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(dg) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(eh) The FIRPTA CertificatesCertificate.
(fi) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gj) Certified copies of the Contributors' and the PartnershipContributor's Organizational Documents.
(hk) Appropriate resolutions of the partners of the ContributorsContributor, together with all other necessary approvals and consents of the ContributorsContributor, authorizing (A) the execution on behalf of the Contributors Contributor of this Agreement and the documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors Contributor of its obligations hereunder and under such documents.
(il) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(jm) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(kn) If the Acquiror is assuming the Contributor's obligations under any or all of the Operating Agreements, the originals of such agreements, duly assigned to the Acquiror and with such assignment acknowledged and approved by the other parties to such Operating Agreements.
(o) Such proof as the Acquiror may reasonably require with respect to Contributors' Contributor's compliance with the bulk sales laws or similar statutes.
(lp) A written instrument executed by the ContributorsContributor, conveying and transferring to the Acquiror all of the Contributors' Contributor's right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors Contributor maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(mq) All current real estate and personal property tax bills in the Contributors' Contributor's possession or under its control.
(nr) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(os) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(pt) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' Contributor's commitments in that regard.
(qu) A list of the Contributors' Contributor's outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the ContributorsContributor.
(v) Written notice executed by Contributor notifying all interested parties, including all tenants under any leases of the Property, that the Property has been conveyed to the Acquiror and directing that all payments, inquiries and the like be forwarded to the Acquiror at the address to be provided by the Acquiror.
(w) All keys for the Property.
(x) All books, records, operating reports, appraisal reports, files and other materials in the Contributor's possession or control which are necessary in the Acquirors discretion to maintain continuity of operation of the Property.
(y) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Acquiror the Contributor's employment rating for workmens' compensation and state unemployment tax purposes.
(z) An assignment of all warranties and guarantees from all contractors and subcontractors, manufacturers, and suppliers in effect with respect to the Improvements.
(aa) Complete set of "as-built" drawings for the Improvements.
(bb) Such agreements, affidavits or other documents as may be required by the Title Company in order to issue affirmative mechanics lien coverage in the Owner's Title Policy for the Property.
(cc) a completed version of the Questionnaire from the Contributor and each Transferee.
(dd) Any other document or instrument reasonably requested by the Acquiror or required hereby.
Appears in 1 contract
Contributor’s Deliveries. At ClosingOn the Closing Date, Contributor shall deposit in the Contributors shall deliver to Acquiror all escrow for each of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of properties comprising the Contributors and shall be dated as of Real Estate the date of Closingfollowing:
(ai) The certificate required by Section 5.2.Deeds and/or Assignments of Partnership Interests;
(bii) The Assignment Contributor's assignment of any and Assumption Agreements.all impounds and reserves held by the holder of the Mortgages, and Contributor's assignment of the Contracts, Leases, Intangible Personal Property and Licenses, as provided in Section 2.01(b);
(ciii) Certificate(s)/Registration Contributor's xxxx of Title for any vehicle owned by the Contributors and used sale as provided in connection with the Property.Section 2.01(c);
(div) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens[OMITTED.]
(ev) The FIRPTA Certificates.
Original executed counterparts of all Contracts, Leases and Licenses assigned to Company pursuant to Section 15.02(ii) above (f) Trueor, in Company's sole discretion where originals are unavailable, copies duly certified by Contributor as being true, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part thereof.
(g) Certified copies of the Contributors' and the Partnership's Organizational Documents.
(h) Appropriate resolutions of the partners of the Contributorsoriginals), together with all other necessary approvals and consents an Assignment of same;
(vi) [OMITTED.]
(vii) Contributor's certificate dated as of the Contributors, authorizing (A) Closing Date confirming that the execution on behalf representations and warranties of Contributor are true and correct as of the Contributors Closing Date, except as modified by prior written notice to Company;
(viii) An opinion of Contributor's counsel regarding authority and enforceability of this Agreement and all Closing documents reasonably acceptable to Company;
(ix) An ALTA Statement, GAP Undertaking, Broker's Affidavit and Manager's Affidavit in the documents to be executed and delivered form required by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents.Title Insurer;
(ix) Valid, final Assignment of all Contracts and unconditional certificate(sother agreements which Company has elected to terminate by notice to Contributor as provided in Section 14.02;
(xi) Certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.authorities authorizing use of each property comprising the Real Property as the same is presently used to the extent same are in such Contributor's possession;
(jxii) The written consent An executed Affidavit in the form attached hereto as Exhibit G or a qualifying statement from the U.S. Treasury Department that the transaction is exempt from the withholding tax requirement imposed by Section 1445A of the Licensor Internal Revenue Code and the rules and regulations promulgated thereunder ("Section 1445A"). In the event that Contributor fails to deliver either the Affidavit or the qualifying statement as aforesaid, Contributor agrees that Company may, at closing, deduct and withhold from the proceeds that are due to Contributor the amount necessary to comply with the withholding tax requirement imposed by Section 1445A. Company shall deposit the amount so withheld in escrow with the Escrowee pursuant to terms and conditions acceptable to Contributor, Company and the Escrowee, but in any event, complying with Section 1445A;
(xiii) Certificates of the good standing of the Beneficiaries and IBD issued by the Secretary of State of Illinois;
(xiv) Letters to tenants of the Property in the form of Schedule 8 attached hereto;
(xv) A payoff letter from General American Insurance confirming its agreement to accept prepayment of loans at any time prior to the transfer Closing Date for a prepayment fee not to exceed one percent (1%) of the license, if applicableoutstanding balance of such loans as of the Closing Date, and if so required.the prepayment fee shall exceed one percent (1%) of the outstanding balance of such Loan, Contributor shall pay such amount which exceeds $137,500.00, and if the prepayment fee shall be less than $137,500.00, Company shall receive a credit against the Contribution Price at Closing in an amount equal to the difference between $137,500.00 and the prepayment fee and Company shall not be responsible to pay any default interest or costs..
(kxvi) Such proof other documents, instruments, certifications and confirmations as may be reasonably required and designated by Company to fully effect and consummate the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutestransactions contemplated hereby.
(l) A written instrument executed by the Contributors, conveying and transferring to the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(m) All current real estate and personal property tax bills in the Contributors' possession or under its control.
(n) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regard.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
Appears in 1 contract
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors and shall be dated as of the date of to OP at Closing:
(a) The certificate required by Section 5.2.Deed;
(b) The Assignment A Bill of Sale and Assumption Agreements.Assignxxxx Agreement in the form attached as Exhibit E (the "Bill of Sale");
(c) Certificate(s)/Registration of Title for any vehicle owned by the Contributors and used An affidavit in connection with the Property.
(d) Such agreements, affidavits or other documents as may be required by form acceptable to the Title Company sufficient to issue the Owner's Title Policy with affirmative coverage over remove any exception for mechanics' and materialmen's liens.liens and parties in possession and appropriate lien waivers, if necessary;
(d) Current information on the Property as of Closing including a current rent roll, delinquent rent aging, and all outstanding work orders, all certified to be complete and correct by the Contributor;
(e) The FIRPTA Certificates.To be delivered at the Property, the original of each of the tenant leases (including any amendments) in effect at the Property as of the day of Closing, all tenant files in its possession or control and all ledger cards;
(f) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating Evidence reasonably satisfactory to the Improvements and OP of Contributor's authority to close the Personal Property, or any part thereof.transactions contemplated by this Agreement;
(g) Certified copies An affidavit certifying that the Contributor (and each of the Contributors' Unit Holders) is not a foreign entity under the Foreign Investment in Real Property Act and the Partnership's Organizational Documents.a similar affidavit (Form 590RE) under California law;
(h) Appropriate resolutions A notice letter to all tenants of the partners of Property in the Contributors, together with all other necessary approvals and consents of form attached as Exhibit H (the Contributors, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents."Notice Letter");
(i) Valid, final A proposed prorations and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.adjustments statement;
(j) The written consent All keys, security codes, or other access devices in the possession of the Licensor Contributor to all locks used or applicable to the transfer of the license, if applicable, and if so required.Property;
(k) Such proof as An authorization transferring the Acquiror may reasonably require with respect Property telephone numbers to Contributors' compliance with OP (the bulk sales laws or similar statutes."Telephone Transfer");
(l) A written instrument Copies of the Partnership Amendments executed by the Contributors, conveying and transferring to the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, Approved Investors; and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(m) All current real estate and personal property tax bills such other documents that are normally transferred at Closing in the Contributors' possession jurisdiction in which the Property is located or under are reasonably requested by the OP, its controltitle company or its counsel; provided, however, the same do not impose any additional material obligations, liabilities or costs on Contributor.
(n) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regard.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
Appears in 1 contract
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors Contributor and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.25.1(b).
(b) The Assignment and Assumption AgreementsDeed.
(c) The Bill xx Sale [Inventory].
(d) The Bill xx Sale [Personal Property].
(e) The Assignment and Assumption Agreement.
(f) Any and all other documentation reasonably requested by the Acquiror, and at the expense of the Acquiror, or required hereby.
(g) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(dh) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liensPolicy.
(ei) The FIRPTA CertificatesCertificate.
(fj) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gk) Certified copies of the Contributors' and the PartnershipContributor's Organizational Documents.
(hl) Recordable releases of all documents which Marriott International, Inc., or the Manager have filed relating to the franchise or otherwise.
(m) Appropriate resolutions consents of the partners of the ContributorsContributor, where required, together with all other necessary approvals and consents of the ContributorsContributor, authorizing (A) the execution on behalf of the Contributors Contributor of this Agreement and the documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors Contributor of its obligations hereunder and under such documents.
(n) A legal opinion from the Contributor's counsel in a form satisfactory to Acquiror's counsel stating that this Agreement (i) Validhas been duly authorized by all necessary action on the part of the Contributor, (ii) has been duly executed and delivered by the Contributor, (iii) constitutes the valid and binding agreements of the Contributor, and (iv) is enforceable in accordance with its respective terms.
(o) If required by Acquiror's lender, a valid, final and unconditional certificate(s) certificate of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(jp) If the Acquiror is assuming the Contributor's obligations under any or all of the Operating Agreements, the originals of such agreements, duly assigned to the Acquiror and with such assignment acknowledged and approved by the other parties to such Operating Agreements.
(q) The written consent of the Licensor Franchisor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.
(lr) A written instrument executed by the ContributorsContributor, conveying and transferring to the Acquiror all of the Contributors' Contributor's right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors Contributor maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(ms) All current real estate and personal property tax bills in the Contributors' Contributor's possession or under its control.
(nt) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Acquiror the Contributor's employment rating for workmen's compensation and state unemployment tax purposes.
(u) A letter signed by Contributor authorizing and directing Marriott and the Manager to provide to Acquiror the following materials:
(i) An affidavit from the Manager's chief financial officer setting forth the date through which each employee of Manager has been paid and setting forth and describing, as to each employee, all accrued but unpaid vacation pay and other fringe benefits.
(ii) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(oiii) An updated schedule of Manager's employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(piv) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' Contributor's or Manager's commitments in that regard.
(qv) A list of the Contributors' Contributor's outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the ContributorsContributor.
(vi) All keys for the Property.
(vii) All books, records, operating reports, appraisal reports, files and other materials in the Contributor's possession or control which are necessary in the Acquiror's discretion to maintain continuity of operation of the Property.
(viii) Written notice executed by Contributor notifying all interested parties, including all tenants under any leases of the Property, that the Property has been conveyed to the Acquiror and directing that all payments, inquiries and the like be forwarded to the Acquiror at the address to be provided by the Acquiror.
(ix) Either (i) a receipt from the the California Department of Revenue showing that all sales and use taxes, interest, and penalties due as of the Closing Date have been paid by the Contributor or (ii) a certificate from the Department of Revenue that no such taxes, interest, or penalties are due from the Contributor as of the Closing Date. In the event the Contributor does not produce such receipt or certificate at Closing, this covenant shall survive the Closing to the end of the limitations period for audits relating to such taxes, interest or penalties. If Acquiror receives notice relating to such taxes, interest or penalties that Acquiror is or may be liable for such taxes, interest or penalties, Acquiror shall notify Contributor and Marriott of such notice, and request Contributor and/or Marriott to pay such taxes, interest or penalties for any period for which they were obligated to pay. If Contributor or Marriott refuses or fails to pay such taxes, interest or penalties within sixty (60) days of such notice, Acquiror agrees to finance Contributor's payment of those items in the manner for capital expenditure reserves set forth in Section 2.7.
(x) An agreement between Acquiror and Jack X. XxXxxx xxxiting his right, only to the extent set forth therein, to engage in certain competitive activities with the Acquiror.
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Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instrumentsinstruments in its possession and control, each of which shall have been duly executed andand acknowledged, where applicable, acknowledged if applicable on behalf of the Contributors and shall be dated as of the date of ClosingContributor:
(a) The certificate required by Section 5.2.
(b) The Assignment and Assumption AgreementsDeed.
(c) The Xxxx of Sale [Inventory].
(d) The Xxxx of Sale [Personal Property].
(e) The Assignment and Assumption Agreement.
(f) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(dg) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(eh) The FIRPTA CertificatesCertificate.
(fi) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gj) Certified copies of the Contributors' and the PartnershipContributor's Organizational Documents.
(hk) Appropriate resolutions of the partners of the ContributorsContributor, together with all other necessary approvals and consents of the ContributorsContributor, authorizing (A) the execution on behalf of the Contributors Contributor of this Agreement and the documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors Contributor of its obligations hereunder and under such documents.
(il) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(jm) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(kn) If the Acquiror is assuming the Contributor's obligations under any or all of the Operating Agreements, the originals of such agreements, duly assigned to the Acquiror and with such assignment acknowledged and approved by the other parties to such Operating Agreements.
(o) Such proof as the Acquiror may reasonably require with respect to Contributors' Contributor's compliance with the bulk sales laws or similar statutes.
(lp) A written instrument executed by the ContributorsContributor, conveying and transferring to the Acquiror all of the Contributors' Contributor's right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors Contributor maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(mq) All current real estate and personal property tax bills in the Contributors' Contributor's possession or under its control.
(nr) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(os) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(pt) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' Contributor's commitments in that regard.
(qu) A list of the Contributors' Contributor's outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the ContributorsContributor.
(v) Written notice executed by Contributor notifying all interested parties, including all tenants under any leases of the Property, that the Property has been conveyed to the Acquiror and directing that all payments, inquiries and the like be forwarded to the Acquiror at the address to be provided by the Acquiror.
(w) All keys for the Property.
(x) All books, records, operating reports, appraisal reports, files and other materials in the Contributor's possession or control which are necessary in the Acquirors discretion to maintain continuity of operation of the Property.
(y) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Acquiror the Contributor's employment rating for workmens' compensation and state unemployment tax purposes.
(z) An assignment of all warranties and guarantees from all contractors and subcontractors, manufacturers, and suppliers in effect with respect to the Improvements.
(aa) Complete set of "as-built" drawings for the Improvements.
(bb) Such agreements, affidavits or other documents as may be required by the Title Company in order to issue affirmative mechanics lien coverage in the Owner's Title Policy for the Property.
(cc) a completed version of the Questionnaire from the Contributor and each Transferee.
(dd) Any other document or instrument reasonably requested by the Acquiror or required hereby.
Appears in 1 contract
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors Contributor and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.25.1(b).
(b) The Assignment and Assumption AgreementsDeed.
(c) The Bill xx Sale [Inventory].
(d) The Bill xx Sale [Personal Property].
(e) The Assignment and Assumption Agreement.
(f) Any and all other documentation reasonably requested by the Acquiror, and at the expense of the Acquiror, or required hereby.
(g) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(dh) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liensPolicy.
(ei) The FIRPTA CertificatesCertificate.
(fj) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gk) Certified copies of the Contributors' and the PartnershipContributor's Organizational Documents.
(hl) Recordable releases of all documents which Marriott International, Inc., or the Manager have filed relating to the franchise or otherwise.
(m) Appropriate resolutions consents of the partners of the ContributorsContributor, where required, together with all other necessary approvals and consents of the ContributorsContributor, authorizing (A) the execution on behalf of the Contributors Contributor of this Agreement and the documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors Contributor of its obligations hereunder and under such documents.
(n) A legal opinion from the Contributor's counsel in a form satisfactory to Acquiror's counsel stating that this Agreement (i) Validhas been duly authorized by all necessary action on the part of the Contributor, (ii) has been duly executed and delivered by the Contributor, (iii) constitutes the valid and binding agreements of the Contributor, and (iv) is enforceable in accordance with its respective terms.
(o) If required by Acquiror's lender, a valid, final and unconditional certificate(s) certificate of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(jp) If the Acquiror is assuming the Contributor's obligations under any or all of the Operating Agreements, the originals of such agreements, duly assigned to the Acquiror and with such assignment acknowledged and approved by the other parties to such Operating Agreements.
(q) The written consent of the Licensor Franchisor to the transfer of the license, if applicable, and if so required.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes.
(l) A written instrument executed by the Contributors, conveying and transferring to the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(m) All current real estate and personal property tax bills in the Contributors' possession or under its control.
(n) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' commitments in that regard.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
Appears in 1 contract
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors Contributor and shall be dated as of the date of Closing:
(a) Certificates representing the Interests.
(b) The certificate required by Section 5.2.
(bc) The Assignment and Assumption AgreementsAgreement.
(cd) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(de) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(ef) The FIRPTA CertificatesCertificate.
(fg) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gh) Certified copies Copies of the Contributors' and the Partnership's LLC’s Organizational Documents.
(hi) Appropriate resolutions consent of the partners of the Contributors, together with all other necessary approvals and consents of the ContributorsLLC, authorizing (A) the execution on behalf of the Contributors of this Agreement and the any documents to be executed and delivered by the Contributors LLC prior to, at or otherwise in connection with ClosingClosing and in connection with the transactions contemplated by this Agreement, and (B) the performance by the Contributors LLC of its obligations hereunder and under such documents.
(ij) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(j) The written consent of the Licensor to the transfer of the license, if applicable, and if so requiredGovernmental Body.
(k) Such proof as the Acquiror may reasonably require with respect to Contributors' Contributor’s compliance with the bulk sales laws or similar statutes.
(l) A written instrument executed by the ContributorsContributor, conveying and transferring to the Acquiror all of the Contributors' Contributor’s right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors Contributor maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(m) All current real estate and personal property tax bills in the Contributors' Contributor’s possession or under its control.
(n) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(o) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(p) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' Contributor’s commitments in that regard.
(q) A list of the Contributors' Contributor’s outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the ContributorsContributor.
(r) Possession of the Property and all keys for the Property.
(s) All books, records, operating reports, appraisal reports, files and other materials in the Contributor’s possession or control which are necessary in the Acquiror’s discretion to maintain continuity of operation of the Property.
(t) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Acquiror the Contributor’s employment rating for workmens' compensation and state unemployment tax purposes.
(u) An assignment of all warranties and guarantees from all contractors and subcontractors, manufacturers, and suppliers in effect with respect to the Improvements.
(v) Complete set of “as-built” drawings for the Improvements as available in Contributor’s possession.
(w) Such proof, reasonably acceptable to the Acquiror evidencing the payment by Contributor of all transfer taxes incurred in connection with the transactions contemplated by this Agreement.
(x) The Joinder.
(y) Any other document or instrument reasonably requested by the Acquiror or required hereby.
Appears in 1 contract
Contributor’s Deliveries. At Closing, the Contributors shall deliver to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributors and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.2.
(b) The Assignment and Assumption Agreements.
(c) Certificate(s)/Registration of Title for any vehicle owned by the Contributors and used in connection with the Property.
(d) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(e) The FIRPTA Certificates.
(fd) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part thereof.
(ge) Certified copies of the Contributors' and the Partnership's LLC’s Organizational Documents.
(hf) Appropriate resolutions of the partners of the Partnership Contributors, together with all other necessary approvals and consents of the Contributors, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its their obligations hereunder and under such documents.
(i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(kg) Such proof as the Acquiror may reasonably require with respect to Contributors' ’ compliance with the bulk sales laws or similar statutes.
(lh) A written instrument executed by the Contributors, conveying and transferring to the Acquiror all of the Contributors' ’ right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(mi) All current real estate books, records, operating reports, appraisal reports, files and personal property tax bills other materials in the Contributors' ’ possession or under its controlcontrol which are necessary in the Acquiror’s discretion to maintain continuity of operation of the Property.
(nj) A complete set An assignment of all guest registration cardswarranties and guarantees from all contractors and subcontractors, guest transcripts, guest historiesmanufacturers, and all other available guest informationsuppliers in effect with respect to the Improvements.
(ok) An updated schedule of employeesSuch agreements, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.affidavits or other documents as may be required
(pl) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable Any other document or instrument reasonably requested by the Acquiror to honor the Contributors' commitments in that regardor required hereby.
(q) A list of the Contributors' outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the Contributors.
Appears in 1 contract
Contributor’s Deliveries. At Closing, the Contributors Contributor shall deliver to Acquiror all of the following instrumentsinstruments in the Contributor's possession and control, each of which shall have been duly executed andand acknowledged, where if applicable, acknowledged on behalf of the Contributors and shall be dated as of the date of Closing:
(a) The certificate required by Section 5.2.
(b) [intentionally omitted].
(c) The Xxxx of Sale [Inventory].
(d) The Xxxx of Sale [Personal Property].
(e) The Assignment and Assumption AgreementsAgreement.
(cf) Certificate(s)/Registration of Title for any vehicle owned by the Contributors Contributor and used in connection with the Property.
(dg) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens.
(eh) The FIRPTA CertificatesCertificate.
(fi) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors Contributor and relating to the Improvements and the Personal Property, or any part thereof.
(gj) Certified copies of the Contributors' and the PartnershipContributor's Organizational Documents.
(hk) Appropriate resolutions of the partners of the ContributorsContributor, together with all other necessary approvals and consents of the ContributorsContributor, authorizing (A) the execution on behalf of the Contributors Contributor of this Agreement and the documents to be executed and delivered by the Contributors Contributor prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors Contributor of its obligations hereunder and under such documents.
(il) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority.
(jm) The written consent of the Licensor to the transfer of the license, if applicable, and if so required.
(kn) If the Acquiror is assuming the Contributor's obligations under any or all of the Operating Agreements, the originals of such agreements, duly assigned to the Acquiror and with such assignment acknowledged and approved by the other parties to such Operating Agreements.
(o) Such proof as the Acquiror may reasonably require with respect to Contributors' Contributor's compliance with the bulk sales laws or similar statutes.
(lp) A written instrument executed by the ContributorsContributor, conveying and transferring to the Acquiror all of the Contributors' Contributor's right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors Contributor maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication.
(mq) All current real estate and personal property tax bills in the Contributors' Contributor's possession or under its control.
(nr) A complete set of all guest registration cards, guest transcripts, guest histories, and all other available guest information.
(os) An updated schedule of employees, showing salaries and duties with a statement of the length of service of each such employee, brought current to a date not more than 48 hours prior to the Closing.
(pt) A complete list of all advance room reservations, functions and the like, in reasonable detail so as to enable the Acquiror to honor the Contributors' Contributor's commitments in that regard.
(qu) A list of the Contributors' Contributor's outstanding accounts receivable as of midnight on the date prior to the Closing, specifying the name of each account and the amount due the ContributorsContributor.
(v) Written notice executed by Contributor notifying all interested parties, including all tenants under any leases of the Property, that the Property has been conveyed to the Acquiror and directing that all payments, inquiries and the like be forwarded to the Acquiror at the address to be provided by the Acquiror.
(w) All keys for the Property.
(x) All books, records, operating reports, appraisal reports, files and other materials in the Contributor's possession or control which are necessary in the Acquirors discretion to maintain continuity of operation of the Property.
(y) To the extent permitted under applicable law, documents of transfer necessary to transfer to the Acquiror the Contributor's employment rating for workmens' compensation and state unemployment tax purposes.
(z) An assignment of all warranties and guarantees from all contractors and subcontractors, manufacturers, and suppliers in effect with respect to the Improvements.
(aa) Complete set of "as-built" drawings for the Improvements.
(bb) Such agreements, affidavits or other documents as may be required by the Title Company in order to issue affirmative mechanics lien coverage in the Owner's Title Policy for the Property.
(cc) a completed version of the Questionnaire from the Contributor and each Transferee.
(dd) Any other document or instrument reasonably requested by the Acquiror or required hereby.
Appears in 1 contract
