Deliveries by Seller to Buyer. Seller shall deliver (or cause to be delivered) the following documents to Buyer, duly executed (as applicable): (a) The following documents relating to Real Property Interests: (i) special warranty deeds (the “Deeds”) as to the Real Property Interests owned in fee by Seller, in the form attached hereto as Exhibit A; (ii) assignments of all easement rights, and other customary conveyancing documents as to the Real Property Interests other than those owned in fee by Seller, in the form attached hereto as Exhibit B; and (iii) affidavits of Seller as to title and other customary documents reasonably required by a reputable title company to obtain the Title Insurance Policies. (b) bills of sale and assignments for any Purchased Assets other than the Real Property Interests, in the form attached hereto as Exhibit C; (c) a certificate of good standing for Seller issued by the Illinois Secretary of State dated not more than five (5) days prior to the Closing Date; (d) each of the certificates described in Sections 6.2.1 and 6.2.2; (e) evidence reasonably satisfactory to Buyer that Seller has obtained all of the Seller Required Consents; (f) the FIRPTA certificate described in Section 9.3; (g) transfer tax declarations as to the Deeds in customary form required by state and local law, executed by Seller; and (h) such other documents as Buyer may reasonably request.
Appears in 2 contracts
Samples: Put Option Agreement, Put Option Agreement (Ameren Energy Generating Co)
Deliveries by Seller to Buyer. Seller shall deliver (or cause to be delivered) the following documents to Buyer, duly executed (as applicable):
(a) The following documents relating to Real Property Interests:
(i) special warranty deeds (the “Deeds”) as to the Real Property Interests owned in fee by Seller, in a form to be reasonably agreed upon by the form attached hereto as Exhibit ABuyer and Seller;
(ii) assignments of all easement rights, and other customary conveyancing documents as to the Real Property Interests other than those owned in fee by Seller, in a form to be reasonably agreed upon by the form attached hereto as Exhibit BBuyer and Seller; and
(iii) affidavits of Seller as to title and other customary documents reasonably required by a reputable title company to obtain the Title Insurance Policies.
(b) bills of sale and assignments for any Purchased Assets other than the Real Property Interests, in a form to be reasonably agreed upon by the form attached hereto as Exhibit CBuyer and Seller;
(c) a certificate of good standing for Seller issued by the Illinois Secretary of State dated not more than five (5) days prior to the Closing Date;
(d) each of the certificates described in Sections 6.2.1 and 6.2.2;
(e) evidence reasonably satisfactory to Buyer that Seller has obtained all of the Seller Required Consents;
(f) the FIRPTA certificate described in Section 9.3;
(g) transfer tax declarations as to the Deeds in customary form required by state and local law, executed by Seller; and
(h) such other documents as Buyer may reasonably request.
Appears in 2 contracts
Samples: Put Option Agreement (Ameren Energy Generating Co), Asset Purchase Agreement (Ameren Energy Generating Co)