Deliveries to Buyer. Citizens shall, and shall cause Seller to deliver to Buyer:
(a) bills of sale and instruments of assignment to the Acquired Assets, duly executed by Seller, substantially in the form of Exhibit B hereto and;
(b) the consents to transfer, of all transferable or assignable Contracts, Intellectual Property, Permits (including Environmental Permits), to the extent specifically required hereunder;
(c) title certificates to any motor vehicles included in the Acquired Assets, duly executed by Seller (together with any other transfer forms necessary to transfer title to such vehicles);
(d) special warranty deeds of conveyance with respect to the parcels of Real Estate owned in fee simple by Seller (or, with respect to any such parcel which was acquired by Seller (or its predecessor in interest, in cases involving mergers) by deed without covenant or warranty of title, a quit claim deed without covenant or warranty of title) to Buyer, duly executed and acknowledged by Seller and in recordable form;
(e) the Foreign Investment in Real Property Tax Act Certification and Affidavit for each parcel of Real Estate, duly executed by the Seller Parties (the "FIRPTA Affidavit");
(f) the certificates, opinions and other documents required to be delivered by the Seller Parties pursuant to Section 6.1 hereof and certified resolutions evidencing the authority of the Seller Parties as set forth in Section 3.2 hereof;
(g) all agreements and other documents required by this Agreement;
(h) a receipt for the payment of the Initial Cash Payment duly executed by Citizens; and
Deliveries to Buyer. At the Closing, on the terms and subject to the conditions of this Agreement, the Seller shall deliver, or shall cause to be delivered, to Buyer each of the following:
(a) a copy of the Certificate of Formation of each of the Company (the “Company Certificate”) and its Subsidiaries that will execute any Seller Ancillary Agreement (each, a “Subsidiary Certificate”) (excluding OpCo and its Subsidiaries), Seller (the “Seller Certificate”) and OpCo (the “OpCo Certificate”) as of the Closing Date certified as of a recent date by the Secretary of State of the applicable jurisdiction;
(b) (i) a certificate of good standing of each of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, issued as of a recent date by the Secretary of State of the applicable jurisdiction and (ii) with respect to each other Subsidiary of the Company, a certificate of the Secretary or Assistant Secretary of the Company that there have been no changes to the status of such Subsidiary under its jurisdiction of organization since the date of the certificate of good standing previously Delivered to Buyer with respect to such Subsidiary;
(c) a certificate of each of the Secretary or Assistant Secretary of each of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as to the following matters for itself to the extent relevant: (i) no amendments to the Company Certificate or any Subsidiary Certificate, the Seller Certificate or the OpCo Certificate, as applicable, since a specified date; (ii) the operating agreement of the Company (the “Company Operating Agreement”), each of its Subsidiaries that will execute any Seller Ancillary Agreement, Seller (the “Seller Operating Agreement”) and OpCo, as applicable, in effect from the date hereof to immediately prior to the Closing; (iii) the resolutions of the governing bodies and the members, as applicable, of Seller, OpCo, the Company and each of its Subsidiaries that will execute any Seller Ancillary Agreement authorizing the execution and performance of this Agreement, any Seller Ancillary Agreements and the transactions contemplated hereby in accordance with the Delaware Limited Liability Company Act; and (iv) the incumbency of the officers of the Company and its Subsidiaries that will execute any Seller Ancillary Agreement, Seller and OpCo executing this Agreement and any ...
Deliveries to Buyer. Seller agrees to deliver to Buyer contemporaneously with the Opening of Escrow all information in Seller's possession or control relating to the leasing, operating, maintenance, construction (including the Certificate of Occupancy for the Property), repair, zoning (including any zoning verification letters), platting, engineering, soil tests, water tests, environmental tests, master planning, architectural drawings and like matters regarding the Property (collectively, "Seller's Diligence Materials"), all at no cost to Buyer. The foregoing deliveries shall include, but not be limited to, copies of all: (i) books of account and records for the Property for the last twenty-four (24) months (including year-end Tenant CAM expense reconciliations); (ii) the Lease, including any amendments thereto and a copy of the leasehold title insurance policy delivered to Tenant; (iii) a detailed listing of all capital expenditures on the Property for the last thirty-six (36) months; (iv) the maintenance history of the Property for the last twenty-four (24) months; (v) current maintenance, management, and listing contracts for the Property including any amendments thereto; (vi) all claims or suits by Tenant or third parties involving the Property or the Lease or any Contracts (whether or not covered by insurance); (vii) a list of all claims or suits by or against Seller regarding the Property for the last thirty-six (36) months; (viii) any appraisals of the Property; (ix) the site plan with respect to the Property; and (x) any other documents or other information in the possession of Seller or its agents pertaining to the Property that Buyer may reasonably request in writing.
Deliveries to Buyer. Seller agrees to deliver to Buyer contemporaneously with the Opening of Escrow all information in Seller’s possession or reasonable control relating to the leasing, operating, maintenance, construction (including the Certificate of Occupancy for each Property), repair, zoning (including any zoning verification letters), platting, engineering, soil tests, water tests, environmental tests, market studies, master planning, architectural drawings and like matters regarding each Property and/or the Tenant (collectively, “Seller’s Diligence Materials”), all at no cost to Buyer. The foregoing deliveries shall include, but not be limited to, to the extent existing and in Seller’s possession or reasonable control, copies of all: (i) books of account and records for each Property for the last twenty-four (24) months (including year-end Tenant CAM expense reconciliations); (ii) the Lease corresponding to each Property, including all amendments thereto, guaranties thereof and assignments thereof and a copy of the leasehold title insurance policy delivered to Tenant with respect to each Property; (iii) a detailed listing of all capital expenditures on each Property for the last thirty-six (36) months; (iv) the maintenance history of each Property for the last twenty-four (24) months; (v) current maintenance, management, and listing contracts for each Property including any amendments thereto; (vi) all claims or suits by Tenant or third-parties involving any Property or any of the Leases or any Contracts (whether or not covered by insurance); and (vii) a list of all claims or suits by or against Seller regarding any Property for the last thirty-six (36) months; (vii) any appraisals of any Property or any part thereof; (ix) the site plan with respect to each Property; (x) copies of all Contracts, Warranties and Permits; and (xi) any other documents or other information in the possession or control of Seller or its agents pertaining to the Properties. Should Seller receive new or updated information regarding any of the matters set forth in this Section 8(a) after the Effective Date and prior to XXX, Seller will immediately notify Buyer of such fact and will promptly deliver complete copies thereof to Buyer.
Deliveries to Buyer. Deliver to Buyer an original General Assignment, the original Certificate of Non-Foreign Status, and a conformed copy of the recorded Deed.
Deliveries to Buyer. Seller shall deliver, or cause to be delivered, to Buyer:
(i) Cyprus Creek #9 Deed, thereby transferring and conveying to Buyer title and access to the Sellers’ Owned Coal;
(ii) Xxxxxx #9 Sublease, Cyprus Creek & Xxxxxx #9 Lease and Sublease, and Cyprus Creek #9 Lease, in the forms attached hereto, thereby leasing and subleasing to Buyer the certain owned and leasehold interests in the #9 coal reserves described therein of Seller;
(iii) Copy of executed Xxxxxx Agreement Relating to Additional Earned Royalty (1%) for the Xxxxxx Leased #9 Coal; and
(iv) Xxxxx Consent to Xxxxxx #9 Sublease.
(v) Copy of unrecorded Xxxxxx Agreement Relating to Additional Advance Royalty “Deep #9 Coal N of Pkwy” dated 5/3/07 (vi) Copy of unrecorded Xxxxxx Agreement Relating to Advance Royalties and Recoupment dated October 31, 2007
Deliveries to Buyer. At, or as soon as reasonably possible after the Closing, Sellers shall deliver the following to Buyer:
Deliveries to Buyer. Buyer shall have received all of Seller’s deliveries due prior to or at the Closing, pursuant to Section 2.03(c).
Deliveries to Buyer. Seller agrees to deliver to Buyer contemporaneously with the Opening of Escrow the following items, to the extent they are within Seller’s possession or control, for the Premises (collectively, “Seller’s Diligence Materials”), all at no cost to Buyer:
(i) the Lease, including all amendments thereto and guaranties thereof;
(ii) to the extent Seller has been served with the same, copies of all claims or suits by Tenant or third-parties involving the Premises or the Lease or any Contracts applicable to the Premises (whether or not covered by insurance);
(iii) copies of all Contracts (excluding any architect or engineering contract), Warranties and Permits applicable to the Premises;
(iv) Seller’s latest ALTA “as-built” survey of the Premises or Seller’s “as-built” plan of the Premises together with an ALTA survey, whichever was completed for the Premises;
(v) tax receipts and real estate tax information applicable to the Premises;
(vi) Seller’s existing title policy applicable to the Premises;
(vii) site/building plans, including the site plan with respect to the Premises;
(viii) Certificate of Occupancy applicable to the Premises;
(ix) environmental reports, soil boring logs and soils reports applicable to the Premises;
(x) zoning information, to be provided on the existing survey contemplated by § 8(a)(iv) above;
Deliveries to Buyer. At the Closing, Seller shall deliver, or shall cause to be delivered, to Buyer the following:
(a) the executed General Assignment, Conveyance and Xxxx of Sale in the form attached as Exhibit B (the “General Conveyance”);
(b) the certificates referred to in Sections 8.3, 8.5 and 8.6;
(c) copies of the consents or approvals references in Sections 8.8 and 6.3(b) that are required;
(d) copies of the release and termination documents referenced in Section 8.9 related to and including only those Liens applicable to the Brownsville Terminal Assets;
(e) copy of the duly executed PMI Contract and consent by PMI to its assignment referred to in Section 8.10;
(f) the Purchase and Sale Agreement between Penn and Buyer; and
(g) the Pipeline Service Agreement and the LPG Transportation Agreement.
