Deliveries by the Seller Parties. Subject to the terms and conditions of this Agreement, in reliance upon the representations, warranties and agreements of Acquiror contained herein and in consideration of the Purchase Price to be paid to Seller, the Seller Parties agree to deliver (or cause to be delivered) to Acquiror at the Closing on the Closing Date the following agreements and documents, all satisfactory in form and substance to Acquiror and its legal counsel: (i) a certificate executed by the Secretary or an Assistant Secretary of Parent certifying as of the Closing Date (A) a true and complete copy of the Organizational Documents of Parent certified as of a recent date by the Secretary of State of the State of Delaware, (B) a true an complete copy of the resolutions of the board of directors of Parent authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (C) incumbency matters; (ii) a certificate executed by the Secretary or an Assistant Secretary of Seller certifying as of the Closing Date (A) a true and complete copy of the Organizational Documents of Seller certified as of a recent date by the Secretary of State of the State of Illinois, (B) a true an complete copy of the resolutions of Parent as sole member of Seller and managers of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (C) incumbency matters; (iii) certificates of good standing and/or subsistence of Seller, dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of Illinois and the Secretary of State of Virginia and a certificate of good standing of Parent, dated as of a recent date prior to the Closing issued by the Secretary of State of the State of Delaware; (iv) a certificate executed by each of the Seller Parties certifying that as of the Closing Date (A) all representations and warranties of the Seller Parties contained in Article IV shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, and (B) the Seller Parties shall have performed and satisfied in all respects all agreements and covenants required hereby to be performed by it prior to or on the Closing Date; except in each case for any such failure to so perform and/or the inaccuracy of any representation which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse Effect or a Material Adverse Change; (v) an opinion of Xxxx Xxxxxx & Xxxxxxxxx, counsel to the Seller Parties, dated as of the Closing Date, in the form attached hereto as Exhibit L; (vi) evidence of receipt of all consents set forth on Schedule 3.2(b)(vi); (vii) an affidavit from Seller stating, under penalties of perjury, Seller's taxpayer identification number and that Seller is not a foreign person pursuant to Section 1445(b)(2) of the Code; and (viii) a Release executed by Parent in favor of Acquiror, in the form attached hereto as Exhibit M.
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Deliveries by the Seller Parties. Subject to At the terms and conditions of this Agreement, in reliance upon the representations, warranties and agreements of Acquiror contained herein and in consideration of the Purchase Price to be paid to SellerClosing, the Seller Parties agree or the other indicated parties executed and delivered or provided, as applicable, to deliver (or cause to be delivered) to Acquiror at the Closing on the Closing Date the following agreements and documents, all satisfactory in form and substance to Acquiror and its legal counselBuyer:
(i) a certificate executed by the Secretary or an Assistant Secretary Bill of Parent certifying Sale and Assignment conveying the Xxxxhased Assets, attached as of the Closing Date (A) a true and complete copy of the Organizational Documents of Parent certified as of a recent date by the Secretary of State of the State of Delaware, (B) a true an complete copy of the resolutions of the board of directors of Parent authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (C) incumbency mattersEXHIBIT D;
(ii) a certificate executed by the Secretary or an Assistant Secretary of Seller certifying Assignment and Assumption Agreement, attached as of EXHIBIT E;
(iii) the Closing Date Purchase Price Disbursement Instruction Letter, attached as EXHIBIT F;
(iv) either (A) UCC-3 termination statements as are required to terminate and release all liens on the Purchased Assets (including without limitation the Liens disclosed on SCHEDULE 6.16), or (B) letters of creditors indicating that such Liens shall be released on the Seller's payment of identified amounts payable, in each case except for Permitted Encumbrances and the permitted liens ("Permitted Liens") listed on SCHEDULE 5.3(a)(iv);
(v) a true and complete copy warranty deed conveying the Real Property, attached as EXHIBIT G;
(vi) the Title Insurer's pro forma title insurance policy based on the Title Commitment deleting all requirements listed therein for issuing the subject title policy, amending the effective date thereof to the date of recordation of the Organizational Documents deed transferring title to the Real Property to Buyer with no exception for the gap between original date of Seller certified issuance of the Title Commitment and recordation, deleting or insuring over any title objections which are not Permitted Encumbrances, attaching all endorsements required hereunder, and insuring Buyer's interest in the Real Property, as evidenced by the Title Insurer's acknowledgment of receipt of the Joint Escrow Instruction Letter to the Title Insurer delivering various closing documents pertaining to the conveyance of the Real Property;
(vii) certificates, dated as of a recent date no earlier than 15 days before the Closing Date, duly issued by the Secretary of State of appropriate governmental authority in the State of Illinois, (B) a true an complete copy of the resolutions of Parent as sole member of reflecting that Seller is in existence and managers of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (C) incumbency mattersin good standing in such state;
(iii) certificates of good standing and/or subsistence of Seller, dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of Illinois and the Secretary of State of Virginia and a certificate of good standing of Parent, dated as of a recent date prior to the Closing issued by the Secretary of State of the State of Delaware;
(iv) a certificate executed by each of the Seller Parties certifying that as of the Closing Date (A) all representations and warranties of the Seller Parties contained in Article IV shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, and (Bviii) the Seller Parties shall have performed and satisfied in all respects all agreements and covenants required hereby to be performed by it prior to or on Consulting Agreement attached as EXHIBIT H (the Closing Date; except in each case for any such failure to so perform and/or the inaccuracy of any representation which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse Effect or a Material Adverse Change;
(v) an opinion of Xxxx Xxxxxx & Xxxxxxxxx, counsel to the Seller Parties, dated as of the Closing Date, in the form attached hereto as Exhibit L;
(vi) evidence of receipt of all consents set forth on Schedule 3.2(b)(vi"Consulting Agreement");
(viiix) an affidavit from Articles of Amendment to the Articles of Incorporation of the Seller statingchanging its name to a name other than "American Rivet Company, under penalties of perjury, Inc.";
(x) a certification stating Seller's U.S. taxpayer identification number and that Seller is not a "foreign person pursuant person" as defined in Code Section 1445(f)(3);
(xi) an affidavit signed and sworn to Section 1445(b)(2on behalf of Seller (to accompany the deed conveying the Real Property) that the provisions of the CodeIllinois Plat Act are inapplicable to said conveyance because Seller owns no property adjacent to the Real Property described in said deed;
(xii) a fully completed Illinois Transfer Tax Declaration for the deed of the Real Property duly executed on behalf of Seller;
(xiii) a fully completed Cook County, Illinois Transfer Tax Declaraxxxx for the deed of the Real Property duly executed on behalf of Seller;
(xiv) stamp(s) and such other certificates or documents as are issued by the Village of Franklin Park, Illinois evidencing payment in full of the applicable transfer tax and satisfaction of all prerequisite requirements pertaining thereto imposed by said Village on the conveyance of the Real Property;
(xv) copies certified by the respective Secretaries of the Seller Parties of resolutions duly adopted by the boards of directors of each of the Seller Parties and by the sole shareholder of Seller authorizing and approving the execution and delivery of this Agreement, including the exhibits hereto, and the transactions contemplated hereby;
(xvi) the Escrow Agreement and the Joint Escrow Instruction Letter to the American National Bank and Trust Company of Chicago attached as EXHIBIT I (the "Escrow Agreement and Instructions"); and
(viiixvii) a Release executed by Parent such other documents, instruments and certificates necessary or appropriate in favor connection with the Seller's sale and transfer of Acquiror, in the form attached hereto as Exhibit M.Purchased Assets and transfer and assignment of the Assumed Liabilities.
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Deliveries by the Seller Parties. Subject to the terms and conditions set forth herein, and on the basis of this Agreement, in reliance upon the representations, warranties warranties, covenants and agreements set forth herein, at the Closing:
(a) the Seller Parties shall deliver to the Buyer Parties, with respect to each Target Owned Property, a grant deed with respect to the Target Real Property in substantially the form attached hereto as Exhibit F (each, a “Deed”), duly executed and acknowledged in recordable form by the relevant Seller Party;
(b) the Seller Parties shall deliver to the Buyer Parties, with respect to each Target Ground Leased Property (other than any Eliminated Target Property) and Related Party Ground Lease, a grant deed and assignment and assumption of Acquiror contained herein leasehold interest in recordable form, in each case substantially in the form attached hereto as Exhibit G, or the form required by the applicable Target Ground Lease or Related Party Ground Lease, as applicable (the “Assignment and Assumption of Target Ground Lease”), duly executed and acknowledged in consideration recordable form by the relevant Seller Party;
(c) the relevant Seller Parties shall deliver to the Buyer Parties, with respect to each Related Party Ground Lease, an assignment and assumption of the Purchase Price lessor’s interests thereunder in recordable form, in each case substantially in the form attached hereto as Exhibit H, or the form required by the applicable Related Party Ground Lease (the “Assignment and Assumption of Related Party Lease”), duly executed and acknowledged in recordable form by the relevant Seller Party;
(d) subject to be paid to SellerSection 6.10, the Seller Parties agree shall deliver to deliver the Buyer Parties an Assignment and Assumption of Target Ground Lease with respect to the Bay Park Plaza Lease Agreement (or cause to be delivered) to Acquiror at the Closing on the Closing Date the following agreements “Assignment and documentsAssumption of Bay Park Lease”), all satisfactory duly executed and acknowledged in recordable form and substance to Acquiror and its legal counsel:
(i) a certificate executed by the Secretary or an Assistant Secretary of Parent certifying as of the Closing Date (A) a true and complete copy of the Organizational Documents of Parent certified as of a recent date by the Secretary of State of the State of Delaware, (B) a true an complete copy of the resolutions of the board of directors of Parent authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (C) incumbency mattersrelevant Seller Party;
(iie) a certificate executed by the Secretary or an Assistant Secretary of Seller certifying as of the Closing Date (A) a true and complete copy of the Organizational Documents of Seller certified as of a recent date by the Secretary of State of the State of Illinois, (B) a true an complete copy of the resolutions of Parent as sole member of Seller and managers of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (C) incumbency matters;
(iii) certificates of good standing and/or subsistence of Seller, dated as of a recent date prior Parties shall deliver to the ClosingBuyer Parties the Stockholders Agreement, issued by the Secretary of State of the State of Illinois and the Secretary of State of Virginia and a certificate of good standing of Parent, dated as of a recent date prior to the Closing issued by the Secretary of State of the State of Delaware;
(iv) a certificate duly executed by each of the Seller Parties certifying that (and/or Seller Designees, as of the Closing Date applicable) and Blackstone Real Estate Advisors, L.P.;
(A) all representations and warranties of the Seller Parties contained in Article IV shall be true and correct in all respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, and (Bf) the Seller Parties shall deliver to the Buyer Parties the Registration Rights Agreement, duly executed by each of the Seller Parties (and/or Seller Designees, as applicable);
(g) the Seller Parties shall deliver to the Buyer Parties a xxxx of sale and assignment and assumption agreement, in the form attached hereto as Exhibit J (the “Xxxx of Sale and Assignment and Assumption”), with respect to the Target Property Leases, the Target Personal Property, the Approved Target Contracts and the Target Intangible Personal Property relating to each Target Property, duly executed by the relevant Seller Party;
(h) the Seller Parties shall deliver to the Buyer Parties a counterpart signature page to the Buyer OP Partnership Agreement (as amended by the OP Amendment and Restatement) and all other documents or instruments as required by the terms of the Buyer Partnership Agreement for the admission of the Seller Parties (and/or Seller Designees, as applicable) as limited partners of Buyer OP;
(i) the Seller Parties shall deliver to the Buyer Parties a counterpart signature page to each VCOC Letter signed by a Buyer Party, duly executed by each Affiliate of the Seller Parties designated by the Seller Parties set forth on the signature pages thereto;
(j) the Seller Parties shall deliver to the Buyer Parties a certificate executed by a duly authorized officer of each of the Seller Parties or its general partner certifying that each of the conditions set forth in Sections 7.2(a) and 7.2(b) have performed and been fully satisfied in all respects all agreements and covenants required hereby to be performed by it prior to or on as of the Closing Date; except in each case for any such failure to so perform and/or the inaccuracy of any representation which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in a Material Adverse Effect or a Material Adverse Change;
(vk) an opinion the Seller Parties shall deliver to the Buyer Parties evidence, reasonably acceptable to the Buyer Parties, of Xxxx Xxxxxx & Xxxxxxxxxthe termination of all Excluded Contracts and all property management agreements, counsel leasing agreements, brokerage agreements and similar agreements with respect to the Target Properties;
(l) the Seller Parties shall deliver to the Buyer Parties, (A) a certificate duly completed and executed by each of the Seller Parties, dated as of the Closing Date, certifying in accordance with Treasury Regulations Section 1.1445-2(b)(2) that each such Seller Party (or, if such Seller Party is a disregarded entity for U.S. federal income tax purposes, the Person treated as the owner of such Seller Party’s assets for such purposes) is not a “foreign person” within the meaning of such section, in substantially the form of Exhibit K hereto; and (B) if required by applicable Law, a duly executed original California state Form 593-C certificate sufficient to exempt the Seller Parties from any California state withholding requirement with respect to the sale contemplated by this Agreement;
(m) other than with respect to any Eliminated Target Property, and subject to Section 1.4 and Section 6.3, the Seller Parties shall deliver to the Buyer Parties the Target Ground Lease Consent with respect to each of the Target Ground Leased Properties (other than the Target Ground Leased Property subject to the Specified Ground Lease), the Target Ground Lease ROFR Waivers and the Target Ground Lease Estoppels, in each case, duly executed by the relevant ground lessor;
(n) the Seller Parties shall deliver to the Title Company the form of owner’s affidavit attached hereto as Exhibit L (“Owner’s Affidavit”), duly executed by the Seller Parties, and, if requested by the Title Company, evidence of the legal existence of the Seller Parties and the authority of the respective signatories of the Seller Parties (or other entity signing on their behalf) to bind the Seller Parties;
(o) the Seller Parties shall deliver an Assignment of Union Agreement for each Union Agreement, duly executed by the Seller Parties (in each case, to the extent delivered by the Buyer Parties in accordance herewith);
(p) the Seller Parties shall deliver to Buyer Parent a certificate in the form attached hereto as Exhibit LM (the “Ownership Limit Waiver Certificate”), duly executed by the Seller Parties;
(viq) evidence the Seller Parties shall deliver a closing statement prepared by the Title Company and approved by the Seller Parties and the Buyer Parties, consistent with the terms of receipt of all consents set forth on Schedule 3.2(b)(vithis Agreement (the “Closing Statement”), duly executed by the Seller Parties;
(viir) the Seller Parties shall deliver to the Buyer Parties an affidavit from Seller stating, under penalties of perjury, Seller's taxpayer identification number updated Rent Roll and that Seller is not a foreign person pursuant Delinquency Report dated within two (2) Business Days prior to Section 1445(b)(2) of the CodeClosing Date; and
(viiis) a Release executed the Seller Parties shall deliver such transfer tax forms, if any, as are required by Parent in favor of Acquiror, in the form attached hereto as Exhibit M.state and local authorities.
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Samples: Asset Purchase Agreement (Hudson Pacific Properties, Inc.)
Deliveries by the Seller Parties. Subject to the terms and conditions of this Agreement, in reliance upon the representations, warranties and agreements of Acquiror contained herein and in consideration of the Purchase Price to be paid to Seller, the Seller Parties agree to deliver (or cause to be delivered) to Acquiror at the Closing on the Closing Date the following agreements and documents, all satisfactory in form and substance to Acquiror and its legal counsel:
(i) a certificate executed by the Secretary or an Assistant Secretary of Parent certifying as of the Closing Date (A) a true and complete copy of the Organizational Documents of Parent certified as of a recent date by the Secretary of State of the State of Delaware, (B) a true an complete copy of the resolutions of the board of directors of Parent authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (C) incumbency matters;
(ii) a certificate executed by the Secretary or an Assistant Secretary of Seller certifying as of the Closing Date (A) a true and complete copy of the Organizational Documents of Seller certified as of a recent date by the Secretary of State of the State of Illinois, (B) a true an complete copy of the resolutions of Parent as sole member of Seller and managers of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and (C) incumbency matters;
(iii) certificates of good standing and/or subsistence of Seller, dated as of a recent date Two Business Days prior to the Closing, issued by the Secretary of State of the State of Illinois Company shall prepare and the Secretary of State of Virginia and deliver to Solera a certificate setting forth a good faith estimate of good standing of Parent, dated as of a recent date prior to the Closing issued by the Secretary of State of the State of Delaware;
(iv) a certificate executed by each of the Seller Parties certifying that as of the Closing Date (A) the amount of all representations outstanding Indebtedness of Newco, the Company and warranties of the Seller Parties contained in Article IV shall be true and correct in all respects on and its Subsidiaries as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, and (B) Available Cash.
(ii) At the Seller Parties Closing, WCAS SRS shall have performed deliver to Solera share certificates representing the WCAS SRS Sale Shares, together with duly executed stock powers assigning such WCAS SRS Sale Shares to Solera or its designee.
(iii) At the Closing, Newco shall deliver to Solera or its designee share certificates representing the Newco Issuance Shares.
(iv) At the Closing, WCAS SRS and satisfied Newco shall deliver to Solera a Stockholders Agreement, in all respects all agreements the form attached as Exhibit A, subject to modification to reflect changes contemplated by Section 4.12(b), and covenants required hereby to be performed by it prior to or on dated as of the Closing Date; except in each case for any such failure to so perform and/or Date (the inaccuracy of any representation which“Stockholders Agreement”), individually or in the aggregate, has not resulted in duly executed by WCAS SRS and would not reasonably be expected to result in a Material Adverse Effect or a Material Adverse Change;Newco. ‑3‑
(v) At the Closing, WCAS SRS and Newco shall deliver to Solera a Registration Rights Agreement, in the form attached as Exhibit B and dated as of the Closing Date (the “Registration Rights Agreement”), duly executed by WCAS SRS and Newco.
(vi) At the Closing, WCAS SRS shall deliver to Solera, an opinion affidavit, sworn under penalties of Xxxx Xxxxxx & Xxxxxxxxxperjury, counsel to stating that WCAS SRS is not a “foreign person” as defined in Section 1445 of the Seller PartiesCode, dated as of the Closing Date, Date and in form and substance required under Treasury Regulations issued pursuant to Section 1445 of the form attached hereto as Exhibit L;
(vi) evidence of receipt of all consents set forth on Schedule 3.2(b)(vi);Code.
(vii) At the Closing, the Company shall deliver to Solera an affidavit from Seller statingexecuted termination agreement, under penalties of perjuryin form and substance reasonably satisfactory to Solera, Seller's taxpayer identification number and that Seller is not a foreign person pursuant with respect to each Affiliate Contract, except for those Affiliate Contracts set forth in Section 1445(b)(21.3(a)(vii) of the Code; andDisclosure Schedule.
(viii) a Release At the Closing, WCAS SRS, Newco and the Company shall deliver to Solera the executed by Parent in favor contribution and exchange agreement dated as of Acquirorthe Closing Date pursuant to which the Newco Contribution shall occur.
(ix) At the Closing, in Newco shall deliver to WCAS that certain letter agreement with respect to VCOC management rights dated as of the form attached hereto Closing Date (the “Management Rights Letter”).
(x) At the Closing, Newco and WCAS SRS shall deliver that certain letter agreement with respect to the pass-through of certain rights to Solera dated as Exhibit M.of the Closing Date (the “Side Letter”).
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