Deliveries by Transferor. On or before the Closing Date, Transferor, at its sole cost and expense, shall deliver or cause to be delivered into Escrow the following funds, documents and instruments, as applicable, each dated as of the Closing Date, in addition to all other items and payments required by this Agreement to be delivered by Transferor at the Closing:
Deliveries by Transferor. At the Closing, Transferor shall deliver (a) the Equity Interests, and all certificates reflecting ownership thereof, if any, free and clear of any Encumbrances, duly endorsed in blank or accompanied by duly executed unit powers, with appropriate transfer stamps, if any, affixed thereto and (b) such other documents relating to the transactions contemplated by this Agreement as Transferee or its counsel may reasonably request.
Deliveries by Transferor. Transferor hereby delivers to the Company (a) any share certificates representing the Shares, if in Transferor’s possession, or otherwise authorizes Company to remove any such share certificates from escrow for cancellation and reissuance, (b) a duly authorized and executed Stock Power and Assignment Separate from Stock Certificate, in substantially the form attached hereto as Exhibit A (a “Transferor’s Stock Power”), and (c) a duly executed copy of this Agreement. The Transferor hereby delivers to the Transferee a true, correct, complete and duly executed Internal Revenue Service Form W-9 or applicable Form W-8.
Deliveries by Transferor. At or prior to the Closing, Transferor shall deliver or cause to be delivered to Acquirer the following items:
(a) Duly and validly issued share certificates evidencing all of the Shares, duly endorsed in blank by Transferor or accompanied by stock powers duly executed in blank by Transferor, together with authorized and executed written instruments of transfer and other documents necessary to vest in the Acquirer all of the Transferor’s right, title and interest in and to the Shares, free and clear of all Liens;
(b) A certificate of the Secretary of State of North Dakota as to the legal existence and good standing as of a recent date of Company and Subsidiary in North Dakota;
(c) A certificate of the Secretary of each of Transferor and Company, given by him on behalf of each of Transferor and Company, as applicable, and not in his individual capacity, certifying as to (i) the resolutions duly adopted by the Board of Directors of each of Transferor and Company, as applicable, authorizing the execution and delivery of this Agreement by Transferor and Company, as applicable, and the performance by Transferor and Company, as applicable, of the transactions contemplated hereby and (ii) the resolutions of the stockholders of Transferor approving this Agreement, the Transfer, the Transferor Liquidation and the other transactions contemplated by this Agreement and the adoption of the plan in connection with the Transferor Liquidation;
(d) The certificate referred to in Section 9.2(c);
(e) Original company record books of Company and Subsidiary;
(f) Copies of all Consents required to be obtained prior to Closing, as set forth in Section 4.4(b) of the Transferor Disclosure Letter;
(g) Resignations of each of the directors and officers of the Company and Subsidiary set forth in Section 3.2(g) of the Transferor Disclosure Letter;
(h) An affidavit from Transferor, as provided in Section 1445 of the Code, stating under penalties of perjury that Transferor is not a foreign person within the meaning of Section 1445 of the Code; and
(i) Transferor shall deliver a statement setting forth its good faith estimate of (i) Current Assets, (ii) Current Liabilities and (iii) Net Working Capital as of the Closing Date, including reasonable details and its calculations for such estimates.
(j) Such other documents, instruments and agreements as Acquirer may reasonably request.
Deliveries by Transferor. At the Closing, Transferor shall deliver, or cause to be delivered, the following to Transferee:
(a) The Limited Warranty Deeds, duly executed by Transferor and in recordable form;
(b) The Assignment and Assumption Agreement, duly executed by Transferor;
(c) The Interconnection Agreement, duly executed by Transferor;
(d) The Access Agreements, duly executed by Transferor and in recordable form;
(e) The Merrxxx Xxxek Sublease, duly executed by Transferor and in recordable form;
(f) Copies, certified by the Secretary or Assistant Secretary of Transferor, of resolutions authorizing the execution and delivery of this Agreement, each Additional Agreement to which Transferor is a party and all of the other agreements and instruments, in each case, to be executed and delivered by Transferor in connection herewith;
(g) A certificate of the Secretary or Assistant Secretary of Transferor identifying the name and title and bearing the signatures of the officers of Transferor authorized to execute and deliver this Agreement, each Additional Agreement to which Transferor is a party and the other agreements and instruments contemplated hereby;
(h) All such other agreements, documents, instruments and writings as shall, in the reasonable opinion of Transferee and its counsel, be necessary to sell, assign, convey, transfer and deliver to Transferee the Transferred Assets, in accordance with this Agreement and, where necessary or desirable, in recordable form; and
(i) Such other agreements, documents, instruments and writings as are required to be delivered by Transferor at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required by Transferee in connection herewith.
Deliveries by Transferor. At the Closing, each Transferor shall deliver to Transferee (duly executed where appropriate) the following:
(a) an Assignment of Resident Trust Funds for the Facility, together with the applicable Resident Trust Funds, pursuant to Section 2.4 of this Agreement;
(b) a general assignment in the form of Exhibit E attached to this Agreement (the “General Assignment”);
(c) such other instruments of conveyance, in form reasonably acceptable to the Parties, as Transferee shall reasonably require (including, without limitation, vehicle titles), duly executed by Transferor, conveying to Transferee the Operations Assets, other than those Operations Assets being transferred by another document described in this Section 4;
(d) an Assignment and Assumption Agreement for the Assumed Contracts, in the form of Exhibit F attached to this Agreement (“Assignment and Assumption Agreement”);
(e) possession of (i) the Facility, subject only to the rights of Facility residents and the rights of any Person that is party to a lease or sublease that is an Assumed Contract, which Person provides ancillary services to the Facility, and (ii) the Operations Assets;
(f) keys to all locks, garage door openers and passcodes necessary to access the Facility;
(g) originals, or if originals are not available, copies of all of the Assumed Contracts, to the extent not previously delivered to Transferee or not otherwise immediately available at the Facility;
(h) a closing statement setting forth the Closing Payment to be made pursuant to the provisions of this Agreement (the “Closing Statement”);
(i) a duly executed termination agreement, terminating the Master Lease as it relates to the Facility and the Sublease;
(j) immediately available funds in the amount of the Closing Payment and the Purchase Price to the extent owed under this Agreement; and
(k) such other documents and instruments as may be expressly required under this Agreement or the Ancillary Documents or otherwise reasonably necessary to carry out the transactions contemplated hereby or thereby.
Deliveries by Transferor. Transferor's, Tenant's or Guarantor's ------------------------ due and timely execution and delivery of Transferor's Closing Documents and all of the other documents and items specified in Sections 6.2 and 6.3. --------------------
Deliveries by Transferor. On or prior to the Closing Date, ------------------------ Transferor shall deliver, or cause to be delivered, to Transferee Transferor's Closing Documents (other than the Deed, the Assignment of Ground Lease, the LM Deed of Trust and the Memorandum of Lease (the "Recorded Documents") which shall be delivered to the Title Company) as more fully described in Exhibit R. ---------
Deliveries by Transferor. 8 5.11 UCC Financing Statements...................................... 8
Deliveries by Transferor. Not later than ten (10) days after the Execution Date, Transferor shall deliver or cause to be delivered to Transferee the following: (a) a title insurance commitment (the "TITLE COMMITMENT") issued by Chicago Title Insurance Company (in such capacity, the "TITLE COMPANY"), committing the Title Company to issue the Owner's Title Policy in accordance with Section 6.1.1 hereof; (b) legible copies of all documents referenced as exceptions in the Title Commitment (the "UNDERLYING DOCUMENTS"), for the Land Parcels; and (c) a UCC Search with regard to the Personal Property (the "UCC SEARCH"). Within thirty (30) days after the Execution Date, Transferee may, at Transferee's election and at its sole cost and expense, cause an ALTA survey of the Real Property (the "SURVEY") to be prepared in accordance with ALTA / ACSM minimum technical standards and the laws of the State of Florida, and showing the entire Real Property, adjoining streets and roads, including the points of ingress and egress thereto, setting forth the exact location by metes and bounds and the exact dimensions of the Real Property, a legal description of the Real Property, the exact location of any Improvements, the location of parking areas on the Real Property, the location of all easements on and upon the Real Property, together with all rights-of-way and other matters relating to the Real Property. The Title Commitment, the Underlying Documents, the Survey and the UCC Search shall be collectively referred to herein as the "TITLE DOCUMENTS."
