Delivery by Seller. At the Closing, Seller will deliver to Buyer certificates representing the JET Shares, duly endorsed for transfer.
Delivery by Seller. Not later than one (1) business day prior to the Closing Date, Seller shall deposit with Escrow Holder the following:
(a) The original Deed, duly executed and acknowledged by Seller, in recordable form, and ready for recordation on the Closing Date;
(b) Seller’s estimated settlement statement in form and content consistent with this Agreement and otherwise reasonably satisfactory to Seller;
(c) A Non-Foreign Affidavit, duly executed by Seller and satisfying the requirements set forth in Section 1445 of the Internal Revenue Code of 1986, as amended; and
(d) Any other documents or instruments reasonably required by Escrow Holder, the Title Company or under applicable law, in order to convey the Property to Buyer at the Closing.
Delivery by Seller. At the Closing, Seller shall deposit with the Escrow Holder, for the benefit of Buyer, or deliver directly to Buyer the following:
(a) The Deed and the Assignment and Assumption of Leases and Rents, each duly executed and acknowledged by Seller, in recordable form, and ready for recordation in the official records of the jurisdiction in which the Land is located (the "OFFICIAL RECORD");
(b) An assumption of the Existing Loan, in form and substance acceptable to Buyer, duly executed and acknowledged by the holder of the Existing Loan, in recordable form, and ready for recordation in the Official Records;
(c) The Xxxx of Sale duly executed by Seller;
(d) A certificate from the office of the county clerk of Oklahoma County, dated within thirty (30) days of the Closing Date, listing, as of the date of such certificate, all filings against Seller in said offices under the Commercial Code of Oklahoma which would be a lien on any of the Personal Property (other than such filings, if any, (i) as are being released at the time of the Closing or (ii) which have been approved in writing by Buyer) or (iii) which evidence liens securing the Existing Loan), together with fully executed termination statements with respect to such filings;
(e) originals or copies of any warranties and guaranties received by Seller and to be assigned to Buyer, from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repairs or alterations of the Improvements or any tenant improvements;
(f) The Assignment and Assumption of Contracts, Intangible Property, Warranties and Guarantees, duly executed by Seller and acknowledged, assigning all of Seller's interest in the Intangible Property (except that the only Contracts that shall be assigned are the Approved Contracts);
(g) Originals or copies of all certificates of occupancy, licenses and permits for the Improvements;
(h) All existing as-built plans and specifications for the Improvements in the possession of Seller or its manager;
(i) A closing statement prepared by Escrow Holder in form and content consistent with this Agreement and otherwise reasonably satisfactory to Buyer and Seller;
(j) The Non-Foreign Certificate, duly executed by Seller;
(k) A certificate duly executed by Seller and dated as of the Closing Date confirming the truth, accuracy and completeness of each of the Seller's representations and warranties set forth in Article VI below and noting with specificity any changes or exceptions...
Delivery by Seller. Seller shall deliver to Buyer at the Closing the ------------------ following:
(a) a Xxxx of Sale and Assignment in the form attached hereto as Exhibit B, together with such other bills of sale, assignments and other --------- instruments of transfer in form and substance satisfactory to Buyer as Buyer shall deem necessary or appropriate to vest and confirm in Buyer good and marketable title to the Assets and to effectively assign and transfer to Buyer the Assumed Contracts;
(b) other instruments of transfer in form attached hereto as Exhibit ------- C, or otherwise in form and substance satisfactory to Buyer, to vest and confirm - in Buyer good and marketable title to any and all patents, trademarks and copyrights, and applications therefor, included in the Assets;
(c) a certificate, dated the Closing Date, of the president of Seller to the effect that (i) each of the representations and warranties of Seller made herein are true and correct in all material respects on the Closing Date as though such representations and warranties were made on and as of such date, and (ii) Seller has performed and complied with the covenants, conditions and other obligations under this Agreement which are to be complied with by it on or prior to the Closing Date;
(d) a copy, certified as of the Closing Date by the Secretary of Seller, of the resolutions of Seller's shareholders and board of directors approving the execution, delivery and performance of this Agreement and the transactions contemplated hereby and authorizing Xxxxxxx Xxxxxxxx to execute and deliver this Agreement on behalf of Seller;
(e) all of the Documentation;
(f) all of the Customer Lists (in either written or machine readable form as Buyer may request);
(g) the source code for all of the Proprietary Software (in the form of master tapes or disks) and all documentation related to the Proprietary Software;
(h) evidence, in form and substance satisfactory to Buyer, of the Receivables (as defined in Schedule 2.1) and of the proceeds of the Receivables, ------------ in whatever form, received by Seller as of the Closing Date;
(i) all other documents, files, records and other tangible personal property constituting the Assets;
(j) an opinion of Xxxxxx Xxxxx & Xxxxx LLP, counsel to Seller, in the form attached hereto as Exhibit D; ---------
(k) evidence of release of any and all Encumbrances with respect to the Assets in form and substance satisfactory to Buyer;
(l) evidence of termination and dissolution of Se...
Delivery by Seller. At the Closing, Seller shall deliver to Purchaser the following:
9.1.1. The deeds, bills of sale, agreements of assignment and similar instruments of transfer to the Purchased Assets contemplated by Section 3.3
Delivery by Seller. Not later than one (1) business day prior to the Closing Date, Seller shall deposit with Escrow Holder the following:
(a) Copies of each of the Notes, together with a lost not affidavit, duly executed by Seller;
(b) For each Note, one Allonge in the form of Exhibit B attached hereto, duly executed by Seller;
(c) For each Mortgage, one Assignment and Assumption of Mortgage in the form of Exhibit C attached hereto, duly executed by Seller;
(d) Seller’s estimated settlement statement in form and content consistent with this Agreement and otherwise reasonably satisfactory to Seller;
(e) Any other documents or instruments reasonably required by Escrow Holder, or the Title Company in order to convey the Loans to Buyer at the Closing.
Delivery by Seller. At the Closing, Seller shall deliver to Buyer, certificates representing the Preferred Shares and executed Stock Power(s) or other documents satisfactory to Buyer permitting transfer to Buyer of the Shares.
Delivery by Seller. (a) SELLER shall deliver to the PURCHASER the stock certificate and any and all other instruments of conveyance and transfer required by Section 1.2.
(b) SELLER shall deliver, or cause to be delivered, to the PURCHASER such instruments, documents and certificates as are required to be delivered by SELLER or its representatives pursuant to the provisions of this Agreement.
Delivery by Seller. Sellers shall deliver to Purchaser:
(i) The Shares;
(ii) copies of resolutions by the Board of Directors of the Company approving the terms of this Agreement and the execution of the Agreement by the Company;
(iii) copies of all books, records and documents relating to the Company, including the corporate records and stock records of the Company;
(iv) any other such instruments, documents and certificates as are required to be delivered by Sellers or their representatives pursuant to the provisions of this Agreement;
(v) the Consents;
(vi) the Disclosure Schedule; and
(vii) evidence of the satisfaction of all conditions set forth in Section 1.5.
