Delivery of Certificates and Documents. Seller shall have furnished to Buyer the following: (a) a certificate of the Secretary or Assistant Secretary of Enstar as to (i) the general partnership agreement of Seller; (ii) all actions taken by and on behalf of Seller and the General Partners to authorize the execution, delivery and performance of this Agreement and the Related Agreements and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of Seller; (b) a certificate of an executive officer of Enstar, certifying on behalf of Seller that the conditions set forth in Sections 7.1 and 7.2 have been met; (c) the Bill xx Sale and Assignment and Assumption Agreement, duly executed by Seller; (d) the Indemnity Escrow Agreement, duly executed by Seller; (e) a deed, in form and substance reasonably satisfactory to Seller and Buyer, conveying title to each parcel of Real Property owned by Seller to Buyer; (f) copies of all Material Consents obtained on or prior to Closing; and (g) all other documents as are reasonably necessary to transfer title to the Assets to Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Enstar Income Program Iv-1 Lp)
Delivery of Certificates and Documents. Seller shall have furnished to Buyer the following:
(a) : a certificate of the Secretary or Assistant Secretary of Enstar as to (i) the general partnership agreement of Seller; (ii) all actions taken by and on behalf of Seller and the General Partners to authorize the execution, delivery and performance of this Agreement and the Related Agreements and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of Seller;
(b) ; a certificate of an executive officer of Enstar, certifying on behalf of Seller that the conditions set forth in Sections 7.1 and 7.2 have been met;
(c) ; the Bill xx Xxxx of Sale and Assignment and Assumption Agreement, duly executed by Seller;
(d) ; the Indemnity Escrow Agreement, duly executed by Seller;
(e) ; a deed, in form and substance reasonably satisfactory to Seller and Buyer, conveying title to each parcel of Real Property owned by Seller to Buyer;
(f) ; copies of all Material Consents obtained on or prior to Closing; and
(g) and all other documents as are reasonably necessary to transfer title to the Assets to Buyer.. an opinion of counsel for the Seller in the form set forth in Exhibit F, attached hereto
Appears in 1 contract
Samples: Asset Purchase Agreement (Enstar Income Growth Program Five-a Lp)
Delivery of Certificates and Documents. Seller shall have furnished to Buyer the following:
(a) : a certificate of the Secretary or Assistant Secretary of Enstar as to (i) the general partnership agreement of Seller; (ii) all actions taken by and on behalf of Seller and the General Partners to authorize the execution, delivery and performance of this Agreement and the Related Agreements and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of Seller;
(b) ; a certificate of an executive officer of Enstar, certifying on behalf of Seller that the conditions set forth in Sections 7.1 and 7.2 have been met;
(c) ; the Bill xx Xxxx of Sale and Assignment and Assumption Agreement, duly executed by Seller;
(d) ; the Indemnity Escrow Agreement, duly executed by Seller;
(e) ; a deed, in form and substance reasonably satisfactory to Seller and Buyer, conveying title to each parcel of Real Property owned by Seller to Buyer;
(f) ; copies of all Material Consents obtained on or prior to Closing; and
(g) and all other documents as are reasonably necessary to transfer title to the Assets to Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Enstar Income Growth Program Five-a Lp)
Delivery of Certificates and Documents. Seller shall have furnished to Buyer the following:
(a) a certificate of the Secretary or Assistant Secretary of Enstar as to (i) the general partnership agreement of Seller; (ii) all actions taken by and on behalf of Seller and the General Partners to authorize the execution, delivery and performance of this Agreement and the Related Agreements and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of Seller;
(b) a certificate of an executive officer of Enstar, certifying on behalf of Seller that the conditions set forth in Sections 7.1 and 7.2 have been met;
(c) the Bill Bilx xx Sale and Assignment and Assumption Agreement, duly executed by Seller;
(d) the Indemnity Escrow Agreement, duly executed by Seller;
(e) a deed, in form and substance reasonably satisfactory to Seller and Buyer, conveying title to each parcel of Real Property owned by Seller to Buyer;
(f) copies of all Material Consents obtained on or prior to Closing; and
(g) all other documents as are reasonably necessary to transfer title to the Assets to Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Enstar Income Program Iv-2 Lp)
Delivery of Certificates and Documents. Seller Sellers shall have furnished to Buyer the following:
(a) a certificate of the Secretary or Assistant Secretary of Enstar each Seller or, if applicable, such Seller's ultimate corporate general partner, as to (i) the general partnership agreement of Seller; (ii) all actions taken by and on behalf of Seller and the General Partners its partners to authorize the execution, delivery and performance of this Agreement and the Related Agreements and (iiiii) the incumbency of officers signing this Agreement and any Related the Agreement on behalf of such Seller;
(b) in the case of each Seller that is a Limited Partnership, a certificate of good standing of such Seller that is a limited partnership from the Secretary of State of its state of formation and a certificate of foreign qualification from the state of Illinois;
(c) a certificate of an executive officer of Enstar, certifying on behalf of Seller Sellers that the conditions set forth in Sections 7.1 and 7.2 have been met;
(cd) the Bill Bilx xx Sale and Assignment and Assumption AgreementAgreements, duly executed by Seller;
(d) the Indemnity Escrow Agreement, duly executed by SellerSellers;
(e) a deed, in form and substance reasonably satisfactory to the applicable Seller and Buyer, conveying title to each parcel of Real Property real property owned by such Seller to Buyer;
(f) copies of all Material Consents obtained on or prior to Closing; and
(g) all other documents as are reasonably necessary to transfer title to the Assets to Buyer.
Appears in 1 contract
Samples: Asset Purchase Agreement (Enstar Income Program Iv-2 Lp)
Delivery of Certificates and Documents. Each Seller shall have furnished to Buyer the following:
(a) : a certificate of the Secretary or Assistant Secretary of Enstar as to (i) the general partnership agreement agreements of such Seller; (ii) all actions taken by and on behalf of such Seller and the General Partners to authorize the execution, delivery and performance of this Agreement and the Related Agreements and (iii) the incumbency of officers signing this Agreement and any Related Agreement on behalf of such Seller;
(b) ; a certificate of an executive officer of Enstar, certifying on behalf of such Seller that the conditions set forth in Sections 7.1 7.2 and 7.2 7.3 have been met;
(c) ; the Bill xx Xxxx of Sale and Assignment and Assumption Agreement, duly executed by such Seller;
(d) ; the Indemnity Escrow Agreement, duly executed by such Seller;
(e) ; a deed, in form and substance reasonably satisfactory to Seller and Buyer, conveying title to each parcel of Real Property owned by such Seller to Buyer;
(f) ; copies of all Material Consents obtained on or prior to Closing; and
(g) all other documents as are reasonably necessary to transfer title to the Assets to Buyer.;
Appears in 1 contract
Samples: Asset Purchase Agreement (Enstar Income Program Ii-2 Lp)