Conveyance of Title and Delivery of Closing Documents Sample Clauses

Conveyance of Title and Delivery of Closing Documents. (i) By the Closing Date, (A) the Contributor shall have delivered (i) all documents attached to this Agreement and incorporated herein by this reference, and (ii) to the extent required by the Code, a non-foreign status affidavit pursuant to Section 1445 of the Code, in the form of Exhibit C, attached to this Agreement and incorporated herein by this reference, duly executed by the Contributor, and (B) the parties hereto shall have submitted to the Title Company any other documents reasonably required by the Title Company for Closing. The Contributor shall provide such normal and customary undertakings, at no cost and expense to the Contributor, as the Title Company may require to issue the Title Policy to the Operating Partnership. (ii) At Closing, the Operating Partnership shall deliver to the Contributor: (i) the Guarantors’ Indemnity, if applicable; (ii) the Amendment, executed by the REIT, as sole general partner of the Operating Partnership; (iii) a true and complete copy of the Operating Partnership Agreement, certified as such by a duly authorized senior officer of the REIT, as the Operating Partnership’s sole general partner; (iv) counterparts of the Assignments of Membership Interests, duly executed by the Operating Partnership; (v) a closing statement conforming to the relevant provisions of this Agreement (“Closing Statement”); (vi) the Tax Protection Agreement; (vii) the Acceptance Certificate; and (viii) the Registration Rights Agreement. At Closing, the Contributor shall deliver executed counterparts of items (ii), (iv), (v), (vi) and (viii).
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Conveyance of Title and Delivery of Closing Documents. By the Closing Date, (A) the Contributors shall have delivered (i) all documents and items set forth in Exhibit B, attached to this Agreement and incorporated herein by this reference, and (ii) a non-foreign status affidavit pursuant to Section 1445 of the Code, in the form of Exhibit C, attached to this Agreement and incorporated herein by this reference, duly executed by the Contributors, and (B) the parties hereto shall have submitted to the Title Company any other documents reasonably required by the Title Company for Closing. The Contributors must provide such undertakings, at no cost and expense to the Contributors, as the Title Company may require to issue the Title Policy to the Operating Partnership.
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Conveyance of Title and Delivery of Closing Documents. (i) By the Closing Date, (a) the Contributor shall have delivered (I) all documents attached to this Agreement and incorporated herein by this reference, irrespective of whether any such documents pertain to (x) affiliated companies of the Contributor, the LLC Interests of which will be contributed to the Operating Company on the Closing Date, or (y) if the parties are proceeding in accordance with Section 3(b), Affected Companies, the LLC Interests of which shall be deemed to have been contributed on, but not before, the Open Interest Closing Date and (II) to the extent required by the Code, a non-foreign status affidavit pursuant to Section 1445 of the Code, in the form of Exhibit C, attached to this Agreement and incorporated herein by this reference, duly executed by the Contributor, and (b) the parties hereto shall have submitted to the Title Company any other documents reasonably required by the Title Company for Closing, including without limitation on a pro forma basis those documents that the Title Company would reasonably require in respect of the Affected Companies and the Open LLC Interests, notwithstanding that the contribution of the Open LLC Interests will not be contributed until the Open Interest Closing. At Closing, if there be Open LLC Interests and at the Open Interest Closing Date, if any, the Contributor shall provide such normal and customary undertakings, at no cost and expense to the Contributor, as the Title Company may require to issue the Title Policy or Policies to the Operating Partnership. (ii) At Closing, the Operating Partnership shall deliver to the Contributor: (a) the Guarantors’ Indemnity, if applicable; (b) the Second Amendment, executed by the REIT, as sole general partner of the Operating Partnership; (c) a true and complete copy of the Operating Partnership Agreement, certified as such by a duly authorized senior officer of the REIT, as the Operating Partnership’s sole general partner; (d) counterparts of the Assignments of Membership Interests and/or the Profits Assignments, if any, duly executed by the Operating Partnership; (e) a closing statement conforming to the relevant provisions of this Agreement (‘Closing Statement’); (f) the Tax Protection Agreement; (g) the Acceptance Certificate; and (h) the Registration Rights Agreement. At Closing, the Contributor shall deliver executed counterparts of items (b), (d), (e), (f) and (h). (iii) In addition to, and not as a limitation upon the provisions of Section 3(b)(i...
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Conveyance of Title and Delivery of Closing Documents. On the Closing Date, (A) the Transferors shall have delivered (i) all documents and items required by this Agreement or reasonably requested by a party to facilitate the consummation of the transaction contemplated hereunder, and (ii) a non-foreign status affidavit pursuant to Section 1445 of the Code, in a form reasonably acceptable to FEA, duly executed by the Transferors, and (B) the parties hereto shall have submitted to the Title Company any other documents reasonably required by the Title Company for Closing. The Transferors must provide such undertakings as the Title Company may require to issue the Title Policy to Assignee.
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Conveyance of Title and Delivery of Closing Documents. On the Closing Date, (A) Dubins shall have delivered (i) all documents and items required by this Agreement or reasonably requested by a party to facilitate the consummation of the transaction contemplated hereunder, and (ii) a non-foreign status affidavit pursuant to Section 1445 of the Code, in a form reasonably acceptable to Assignee, duly executed by Dubins, and (B) the parties hereto shall have submitted to the Title Company any other documents reasonably required by the Title Company for Closing. Dubins must provide such undertakings as the Title Company may require to issue the Title Policy to Assignee.
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Conveyance of Title and Delivery of Closing Documents. On or prior to the Closing Date, the parties shall either deliver or cause to be delivered the following to the Title Company: (1) The original “Deed” executed and notarized by Contributor in the form attached hereto as Exhibit “D - 1”, pursuant to which Contributor shall convey the Property to Assignor, and the “Assignment” executed by Acquiror and Contributor in the form attached hereto as Exhibit “D - 2”, pursuant to which Contributor shall assign all warranties and intangible property relating to the Property to Acquiror. (2) A certificate of non-foreign status ("FIRPTA Certificate"), or form W-9, duly executed by Contributor. (3) A duly completed California Form 593-C (Real Estate Withholding Certificate) duly executed by Contributor. (4) Two (2) original counterparts of the Lease, duly executed by Lessee and Contributor. (5) One (1) original of the Guaranty, executed by the Guarantors. (6) One (1) original of the joinder to the Third Amended and Restated Limited Partnership Agreement, executed by Unit Recipient. (7) A closing statement, duly executed by Contributor and Acquiror, reflecting all adjustments, prorations and credits in accordance with this Agreement, as prepared by the Title Company and reasonably approved by Contributor (“Closing Statement”). (8) A payoff letter from Mercedes Benz Financial Services, LLC, for complete and full repayment of amounts owed, plus accrued and unpaid interest and any prepayment fees or penalties or other expenses or fees, under the Third Party Note. (9) Fully executed Accedited Investor Questionnaire approved and confirmed by Acquiror.
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Conveyance of Title and Delivery of Closing Documents. By the Closing Date, Seller shall have executed and delivered to the Escrow Agent a Bargain and Sale Deed without Covenants in proper statutory short form for recording and which shall contain the covenant required by subdivision 5 of Section 13 of the Lien Law (“Deed”), and which shall be reviewed and approved by Purchaser and the Title Company prior to Closing. The Deed shall be fully executed, properly acknowledged by Seller, conveying fee simple record and marketable record title to the Property to Purchaser, free and clear of all liens, special assessments, easements, reservations, restrictions, and encumbrances whatsoever, excepting only the Permitted Exceptions. By the Closing Date, Seller shall also have delivered all documents and items set forth in Exhibit “D,” attached hereto and incorporated herein, and both parties shall have submitted to the Title Company any other documents required pursuant to this Agreement and by the Title Company for the Closing. The Deed and the other documents and items that need to be recorded for Closing shall not be recorded unless and until the Title Company has received the balance of the Purchase Price and delivered the same to Seller, or as Seller may otherwise direct, subject only to the prorations set forth in Section 8D below.
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Related to Conveyance of Title and Delivery of Closing Documents

  • Delivery of Closing Documents Buyer shall have delivered or caused to be delivered to Seller on the Closing each of the Documents required to be delivered pursuant to Section 9.3.

  • Execution and Delivery of Documents IT WAS RESOLVED that: (a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture; (b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved; (c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit); (d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded; (e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be); (f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company: (i) those Documents to which the Company is a party and which require execution as a deed; (ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit; (g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement; (h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above; (i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and (j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.

  • Delivery of Instruments Xxxxxx Xxx shall furnish to each Holder, upon request, copies of this Trust Agreement, without attachments, applicable to the Certificate(s) held by such Holder.

  • Delivery of the Property The Fund will deliver or arrange for delivery to PFPC Trust, all the Property owned by the Portfolios, including cash received as a result of the distribution of Shares, during the term of this Agreement. PFPC Trust will not be responsible for any assets until actual receipt.

  • Delivery of Escrow Funds Upon confirmation by Escrow Agent that the following conditions have been satisfied, Escrow Agent shall disburse the Escrow Funds to Recipient in connection with the closing of the purchase of the Property or other interest therein: (a) Escrow Agent has confirmed that Recipient has sufficient funds to complete the purchase of, or acquisition of other interest approved by the Director in and to, the Property (the “Closing”) and to pay all costs, fees and expenses to be paid by Recipient with respect thereto as disclosed on the settlement statement prepared by Escrow Agent and signed by Recipient and Seller (the “Settlement Statement”). (b) Upon recording of the Conveyance Instrument (as defined in subsection (d) of this Section 2), (i) Recipient will hold marketable title to the Property or (ii) if Recipient is acquiring an interest in the Property other than fee simple, as approved by the Director, Seller holds marketable title to the Property and has granted a valid interest in the Property to Recipient pursuant to the Contract. (c) If the Contract requires, or Recipient has requested and agreed to pay for, a title insurance policy with respect to the Property (the “Title Policy”), Escrow Agent, as title insurer or agent therefor, is prepared to issue the Title Policy to Recipient. (d) Escrow Agent is prepared to record, on the date of Closing, (i) the deed, or other instrument appropriate for the interest in the Property to be conveyed pursuant to the Contract, from Seller to Recipient with respect to the Property (the “Conveyance Instrument”), and (ii) the deed restrictions approved by the Director with respect to the Property (the “Deed Restrictions”). (e) If Escrow Agent is an agent of a title insurance company, Escrow Agent has caused an insured closing letter to be issued to OPWC by such title insurance company with respect to Escrow Agent’s acts in connection with the Closing and Escrow Agent’s performance of its obligations under this Agreement.

  • Delivery of Mortgage Documents The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered for the Mortgage Loan by the Company under this Agreement as set forth in Exhibit C attached hereto have been delivered to the Custodian. The Company is in possession of a complete, true and accurate Mortgage File in compliance with Exhibit B, except for such documents the originals of which have been delivered to the Custodian;

  • Closing; Delivery (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants shall take place at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxx Xxxxxx, San Francisco, California 94105 at 10:00 a.m., on the date of this Agreement, or such other date, time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) At the Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

  • Execution and Delivery of Certificates The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates.

  • Execution and Delivery of Receipts Upon receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and in addition, if the transfer books of the Issuer or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Issuer that any Deposited Securities have been recorded upon the books of the Issuer or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of the fees and expenses of the Depositary for the execution and delivery of such Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.

  • Purchase, Sale and Delivery of Notes (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto. Delivery of and payment for the Notes shall be made at the offices of [__________] at [____] a.m. (New York time) on [_______], 20[__] (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under limited circumstances, as described in the Prospectus. (b) The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Notes does not constitute closing of a purchase and sale of the Notes. Only (1) the execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative, and (2) the release of all Permitted Liens, as listed on Schedule III hereto, prior to the cut-off time for DTC settlement on the Closing Date, indicates completion of the closing of a purchase of the Notes from the Trust. Furthermore, in the event that the Underwriters make a Payment to the Trust prior to the completion of the closing of a purchase of Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Notes and until all Permitted Liens have been released prior to the cut-off time for DTC settlement on the Closing Date, the Trust will not be entitled to the Payment and the Depositor shall cause the Trust to return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Notes is not completed and the Payment is not returned by the Trust to the Underwriters on the same day the Payment was received by the Trust, the Depositor agrees to pay, or otherwise cause the Trust to pay, to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representative. (c) It is understood that the Representative or any Underwriter, individually, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Notes to be purchased by such Underwriter or Underwriters. No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

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