Common use of Deliveries at the Closing by Sellers Clause in Contracts

Deliveries at the Closing by Sellers. At the Closing, in addition to the other actions contemplated elsewhere herein, Sellers shall deliver or cause to be delivered to the Buyer (or its designee): (a) one or more assignment instruments duly executed by the applicable Sellers in blank accompanied by all certificates and other instruments evidencing or otherwise representing the Casablanca Units, and accompanied by appropriate powers (or similar instruments) duly executed in blank and sufficient to convey to the Buyer good and valid title in and to the Casablanca Units, together with all accrued benefits and rights attaching thereto; (b) a certificate, dated the Closing Date, executed, on behalf of each Seller, by an authorized officer of each Seller certifying as of the Closing Date the following: (i) copies of the articles or certificate of incorporation or formation or declaration of trust of each Seller and each Casablanca Subsidiary and all amendments thereto, certified by the Secretary of State of the relevant jurisdiction of formation as of a date not more than 30 days prior to the Closing Date; (ii) a copy of the bylaws, limited liability company operating agreements, partnership agreements of each Seller and each Casablanca Property, as amended and in effect as of the Closing Date; (iii) copies of resolutions of the board of directors (or similar body) of each Seller authorizing the execution, delivery and performance of the Transaction Documents to which such Seller is a party and any other agreement, instrument or other document necessary for such Seller to consummate the transactions contemplated hereby; (iv) the due authorization of each Seller to execute and deliver the Transaction Documents to which such Seller is a party and any other agreement, instrument or other document necessary for such Seller to consummate the transactions contemplated hereby; and (v) the name, title and incumbency of, and bearing the signatures of, the officers of each Seller authorized to execute and deliver the Transaction Documents to which such Seller is a party and any other agreement, instrument or other document necessary for such Seller to consummate the transactions contemplated hereby; (c) Sellers shall have delivered to the Buyer payoff letters, and to the extent applicable, releases and lien discharges, each in a form and substance reasonably acceptable to the Buyer, with respect to all Indebtedness of the Casablanca Subsidiaries outstanding as of the Closing Date; (d) the certificates, evidence and other deliverables required under Sections 7.2 (Representations and Warranties), 7.3 (Performance of Covenants), 7.4 (No Material Adverse Effect), 7.7 (Outstanding Indebtedness), and, if applicable, 7.9 (Replacement Leases for Canton and Xxxxxxxx) as conditions to the Buyer’s obligation to effect the Closing; (e) Sellers shall have delivered to Buyer the written consents of third parties or Governmental Entities required pursuant to Section 4.4 that Sellers have obtained; (f) the managers and officers of each Casablanca Subsidiary shall have tendered resignation letters in form and substance reasonably acceptable to the Buyer on or prior to the Closing, such resignation letters to be effective upon the Closing; (g) to the extent in the possession or control of Sellers or any Casablanca Subsidiary, all of the keys, passcodes, keycards, and similar items for all locks (for doors, cabinets and any other locked item) within, on or about each of the Casablanca Properties; (h) for each Casablanca Property that is an Insured Property, (i) the original to the extent available, or a copy, of the existing title insurance policy, (ii) a “date down” endorsement to the existing owner’s title policy bringing the date of the title insurance policy to the Closing Date subject only to Permitted Encumbrances, and (iii) a non-imputation endorsement to the existing owner’s title policy in accordance with Section 7.8; (i) for each Casablanca Property that is an Uninsured Property, a Title Policy subject only to Permitted Encumbrances with endorsements reasonably acceptable to the Buyer, including, without limitation comprehensive, zoning, and non-imputation endorsements, to the extent available in accordance with Section 7.8; (j) all deposits and reserves set forth on Section 4.6(e) of the Disclosure Schedule and pertaining to the Casablanca Properties, including all original letters of credit; and (k) the Intercreditor Agreements required by Section 6.12 with respect to the applicable Casablanca Properties.

Deliveries at the Closing by Sellers. At the Closing, in addition to the other actions contemplated elsewhere herein, Sellers shall deliver or cause to be delivered to the Buyer (or its designeeunless delivered previously): (a) one or more assignment instruments a duly executed by Xxxx of Sale in substantially the applicable Sellers in blank accompanied by all form of Exhibit C attached hereto (the “Xxxx of Sale”), together with assignments, certificates of title and other instruments evidencing or otherwise representing the Casablanca Unitsof sale, transfer, and accompanied by appropriate powers (or similar instruments) duly executed assignment in blank form and substance reasonably satisfactory to Buyer and its counsel sufficient to convey sell, transfer, and assign to the Buyer all right, title, and interest of each Seller and good and valid title to each Seller’s interest in and to the Casablanca Units, together with all accrued benefits and rights attaching theretoAcquired Assets; (b) the duly executed Assignment and Assumption Agreement; (c) certified copies of resolutions, duly adopted by the Board of Directors and all equity holders of each Seller, which shall be in full force and effect at the time of the Closing, authorizing the execution, delivery, and performance by each Seller of this Agreement and the consummation of the transactions contemplated hereby and any other authorization required for the transfer of the Acquired Assets to Buyer; (d) a certificatelegal opinion of Shanghai Young-Xxx Xxx Firm, legal counsel to Sellers, dated as of the Closing Date, executed, on behalf substantially in the form of each Seller, Exhibit D attached hereto; (e) a duly executed Employment Agreement between Buyer and Seller Principal to be mutually agreed upon by Seller Principal and Buyer (the “Employment Agreement”); (f) a certificate executed by an authorized officer of each Seller certifying the accuracy of that Seller’s representations and warranties as of the date of this Agreement and as of the Closing Date the following: (i) copies of the articles or certificate of incorporation or formation or declaration of trust of each Seller in accordance with Section 7.1 and each Casablanca Subsidiary and all amendments thereto, certified by the Secretary of State of the relevant jurisdiction of formation as of a date not more than 30 days prior to the Closing Date; (ii) a copy of the bylaws, limited liability company operating agreements, partnership agreements of each Seller and each Casablanca Property, as amended and in effect as of the Closing Date; (iii) copies of resolutions of the board of directors (or similar body) of each Seller authorizing the execution, delivery their compliance with and performance of the Transaction Documents their covenants and obligations to which such Seller is a party and any other agreement, instrument be performed or other document necessary for such Seller to consummate the transactions contemplated hereby; (iv) the due authorization of each Seller to execute and deliver the Transaction Documents to which such Seller is a party and any other agreement, instrument complied with at or other document necessary for such Seller to consummate the transactions contemplated hereby; and (v) the name, title and incumbency of, and bearing the signatures of, the officers of each Seller authorized to execute and deliver the Transaction Documents to which such Seller is a party and any other agreement, instrument or other document necessary for such Seller to consummate the transactions contemplated hereby; (c) Sellers shall have delivered to the Buyer payoff letters, and to the extent applicable, releases and lien discharges, each in a form and substance reasonably acceptable to the Buyer, with respect to all Indebtedness of the Casablanca Subsidiaries outstanding as of before the Closing Date; (d) the certificates, evidence and other deliverables required under Sections 7.2 (Representations and Warranties), 7.3 (Performance of Covenants), 7.4 (No Material Adverse Effect), 7.7 (Outstanding Indebtedness), and, if applicable, 7.9 (Replacement Leases for Canton and Xxxxxxxx) as conditions to the Buyer’s obligation to effect the Closing; (e) Sellers shall have delivered to Buyer the written consents of third parties or Governmental Entities required pursuant to in accordance with Section 4.4 that Sellers have obtained; (f) the managers and officers of each Casablanca Subsidiary shall have tendered resignation letters in form and substance reasonably acceptable to the Buyer on or prior to the Closing, such resignation letters to be effective upon the Closing2.4; (g) a certificate of the Secretary of each Seller certifying, as complete and accurate as of the Closing, attached copies of the charter documents, including the articles of association and bylaws (the “Governing Documents”), of that Seller, certifying and attaching all requisite resolutions or actions of that Seller’s board of directors and equity holders approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement and certifying to the extent in the possession or control of Sellers or any Casablanca Subsidiary, all incumbency and signatures of the keys, passcodes, keycards, and similar items for all locks (for doors, cabinets officers of that Seller executing this Agreement and any other locked item) within, on or about each of the Casablanca PropertiesTransaction Document; (h) for each Casablanca Property that is an Insured Propertyall termination statements and releases necessary or appropriate to terminate, (i) the original to the extent available, or a copy, of the existing title insurance policy, (ii) a “date down” endorsement to the existing owner’s title policy bringing the date of the title insurance policy to the Closing Date subject only to Permitted Encumbrancesrelease, and discharge any Liens (iiiother than Permitted Liens) a non-imputation endorsement to on or affecting the existing owner’s title policy Acquired Assets, including, without limitation, any Liens on or affecting any equipment included in accordance with Section 7.8the Tangible Personal Property; (i) for each Casablanca a duly executed Intellectual Property that is an Uninsured PropertyTransfer Agreement between Buyer and Seller Principal, a Title Policy subject only to Permitted Encumbrances with endorsements reasonably acceptable to substantially in the Buyer, including, without limitation comprehensive, zoning, and non-imputation endorsements, to form of Exhibit F attached hereto (the extent available in accordance with Section 7.8;“IP Transfer Agreement”); and (j) all deposits and reserves set forth on Section 4.6(esuch other documents or instruments as Buyer or its counsel may request that are reasonably required to be delivered by Sellers at or prior to Closing pursuant to this Agreement or otherwise required in connection herewith (such items referred to in clauses (a) of through (j), together with this Agreement are collectively referred to as the Disclosure Schedule and pertaining to the Casablanca Properties, including all original letters of credit; and (k) the Intercreditor Agreements required by Section 6.12 with respect to the applicable Casablanca Properties“Seller Transaction Documents”).