Delivery of Documents by Seller. Seller shall, if and to the extent that it has not done so as of the Effective Date, within ten (10) days following the Effective Date, deliver to Buyer copies of all of the documents listed on Exhibit “C”, attached hereto, if reasonably available to Seller or which are in the actual possession of Seller (all such documents are collectively referred to herein as the “Seller’s Deliveries”). Furthermore, at least fifteen (15) days prior to Closing, Seller shall obtain and deliver to Buyer estoppel certificates (the “Estoppel Certificates”), containing whatever information may be required by such tenant’s or subtenant’s Lease, or if there is no such lease requirement then in a form reasonably satisfactory to Buyer, from the tenants and subtenants of the Property dated no more than thirty (30) days prior to Closing, which Estoppel Certificates, at a minimum shall confirm that the tenant or subtenant is not aware of its being in default, does not consider the landlord in default, and is not aware of any claims, offsets or demands against the landlord. If Seller is unable to secure an Estoppel Certificate from a tenant or subtenant, then the Buyer will accept an Estoppel Certificate signed by Seller (“Seller’s Estoppel”) certifying the information contained in such Seller’s Estoppel and Seller shall deliver same to Buyer at least five (5) business days prior to Closing.
Delivery of Documents by Seller. (a) Seller may, before the first purchase by Purchaser under a Purchase Agreement of a Mortgage Loan, deliver to Custodian a Limited Power of Attorney, provided, however, Custodian shall have no responsibility or obligation to act under such Limited Power of Attorney.
Delivery of Documents by Seller. (a) The related Seller may, before the first purchase by Purchaser under a Purchase Agreement of a Mortgage Loan, deliver to Custodian a Limited Power of Attorney; provided, however, Custodian shall have no responsibility or obligation to act under such Limited Power of Attorney.
(b) If a Seller desires to engage in Cash Window Transactions, prior to the first such transaction:
(1) relating to a Freddie Mac Commitment, such Seller shall deliver to Purchaser x xxxx of (i) Freddie Mac Form 1035 (Custodial Agreement), if applicable, dulx xxxxxted by the related custodian and Freddie Mac, (ii) Freddie Mac Form 3 (Summary Agreement) or such othex equivalent xxxxxxent as is acceptable to Purchaser, duly executed by such Seller and Freddie Mac, and (iii) Freddie Mac Form 1 (Fixed-Rate Mortgage Xxxxxxxe Contract Convexxxxxxx Home Mortgages - Original Cash) or Freddie Mac Form 0 (Xxxxd-Rate Mortgage Purchase Contract Conventional Home Mortgages - Gold Cash), or Freddie Mac Form 2 (Adjustable Rate Purchase Contract Conventioxxx Xxxe Mortgages); or
(2) relating to a Fannie Mae Commitment, such Seller shall deliver to Purchaser a xxxx ox (i) Fannie Mae Form 2003 (Custodial Agreement) if applicable, duly xxxxxxex xy the related custodian and Fannie Mae, (ii) Fannie Mae Mortgage Selling and Servicing Contract, xxx Fannie Xxx Xxrx 082 (Designation of Payee - Wire Transfer Information), and (iii) either a Standard Mandatory Delivery Commitment or a Negotiated Mandatory Delivery Commitment or a Negotiated Market-Rate Standby Commitment.
(c) With respect to each Mortgage Loan being offered by such Seller for sale to Purchaser pursuant to a Purchase Agreement, such Seller shall deliver to Custodian a Submission Package on the Expected Delivery Date. In no event shall such Seller deliver to Custodian a Submission Package later than 11:00 a.m. New York City time on the related Expected Delivery Date. In addition, the Purchaser shall deliver, no later than 10:30 a.m. New York City time on the Expected Delivery Date, the Request for Certification in computer readable format.
(d) With respect to each Mortgage Loan being offered by such Seller for sale to Purchaser pursuant to a Purchase Agreement, such Seller shall insure that Purchaser has received a Request for Certification no later than 6:00 p.m. New York City time on the Business Day immediately preceding the related Purchase Date, which shall be forwarded by Purchaser to Custodian. Further, such Seller shall insure that (i)...
Delivery of Documents by Seller. On or before the Closing Date, Seller shall deliver or cause to be delivered to the Title Company the following:
(a) The Deed and PTAX-203.
(b) Seller’s Title Documents.
(c) Such other documents, instruments, certificates and assurances as shall be required by the provisions of this Agreement and as are customarily required by the Title Company.
Delivery of Documents by Seller. On or before the Closing Date, Seller shall deliver or cause to be delivered to the Title Company the following, all of which documents shall be duly executed and, if required, acknowledged and otherwise in proper form for recording:
(a) Payoff letters of all mortgages, deeds of trust and other financing instruments affecting the Property, sufficient to delete same from Buyer’s and Buyer’s lender’s (if any) title policies.
(b) The Deed.
Delivery of Documents by Seller. On the Closing Date, Seller ------------------------------- will deliver, or cause to be delivered, to Purchaser:
(a) such bills of sale with covenants of warranty, assignments, endorsements, and other good and sufficient instruments and documents of conveyance and transfer, in form reasonably satisfactory to Purchaser, as shall be necessary and effective to transfer and assign to, and vest in, Purchaser all of Seller's right, title, and interest in and to the Purchased Assets, including, specifically, all certificates of title for all motor vehicles included in the Purchased Assets, duly endorsed for transfer, and the transferable Permits together with all required Consents necessary for their transfer to Purchaser;
(b) duly adopted resolutions of the Board of Directors of Seller, certified by the secretary or other appropriate officer of Seller, as of the Closing Date, authorizing and approving the execution and delivery of the Seller Documents, the consummation of the Transaction in accordance with the terms of the Transaction Documents and all other necessary and proper actions to enable Seller to comply with the terms thereof;
(c) certificates from the Arizona Corporation Commission and the Nevada Secretary of State, dated not more than seven (7) days prior to the Closing Date, as to the legal existence and good standing of Seller, under the laws of such state;
(d) a letter dated as of the Closing Date and addressed to Purchaser from the law firm of Xxxxxxxx, Xxxx & Xxxxxxxxxx, counsel to Seller, in the form and content reasonably acceptable to Purchaser;
(e) the Assignment and the Assumption Agreement, executed by Seller;
(f) the Non-Compete Agreement, executed by Seller;
(g) all of the agreements, contracts and other documents, books, records, customer lists and data which are part of the Purchased Assets;
(h) the Required Consents;
(i) the Estoppels;
(j) a duly executed amendment to the Xxxxxxxx Lease extending the term thereof through 2007 with a five (5) year option to renew in form acceptable to Purchaser.
(k) commitment(s) for an ALTA lessee's title insurance policy with respect to the Leased Property issued in the name of Purchaser by a reputable national title insurance company, that shows marketable fee simple title to such Leased Property in the lessors named therein and agrees to insure the leasehold interest therein in Purchaser, provides coverage in amounts satisfactory to Purchaser, and has no exceptions other than (i) those approved by...
Delivery of Documents by Seller. Seller has heretofore delivered to Buyer, or will deliver to Buyer as soon as practicable following the date of this Agreement, the following documents ("Documents"):
(a) Commitments for title insurance covering the fee estate in the Land and the Improvements ("Title Commitment") from the Title Company, setting forth the status of the title of the Land and the Improvements, showing all matters of record affecting the Land and the Improvements, together with a true, complete, and legible copy of all documents referred to in the Title Commitment;
(b) A current "as built" survey, or recertified, existing "as-built" survey with respect to each Property acceptable to the Title Company to enable the Title Company to delete any exception for matters revealed by a current survey ("Survey") of the Properties containing the certification set forth on Exhibit G;
(c) Current phase I environmental survey with respect to each Property (the "Environmental Reports");
(d) Balance sheet and income statements of Seller for its most recent fiscal quarter, and to the extent such statements are available, the previous three (3) years which separately identifies sales information with respect to each Property (the "Financial Statements");
(e) Balance sheet and income statement of Guarantor (as defined in the Lease Agreement), for calendar years 1998 and preliminary 1999;
(f) Inventory of Personal Property; and
(g) Insurance binder or certificate of insurance covering each Property and Improvements.
Delivery of Documents by Seller. To the extent that Seller has not done so prior to the execution of the Agreement, within three (3) business days after the execution hereof, Seller shall deliver to Buyer true, correct and complete copies of all maps, reports, documents, surveys, studies, agreements, correspondence, or other materials pertaining to or concerning the Property in Seller's possession or under its control, including but not limited to all: environmental reports or assessments; hazardous materials, soils and/or ground water studies and reports; geological and geo-technical studies; seismic reports, tests; engineering studies; reports concerning the roof, membranes, foundation, other structural components, or the HVAC, plumbing electrical or other building systems; surveys; Leases and all information regarding the financial condition of all tenants thereunder; contracts; plans; specifications, drawings; documents pertaining to the operation, use, management, construction, repair or maintenance of the Real Property or to taxes or assessments affecting the Real Property and the Personal Property; government permits and approvals; applications filed with governmental agencies or utility companies; and correspondence with or reports or materials from governmental agencies or utility companies.
Delivery of Documents by Seller. Seller shall cause to be delivered to Buyer at Closing the following documents in a form satisfactory to Buyer and Buyer’s counsel, and the same shall constitute a condition to Buyer’s obligation to consummate this transaction:
(a) Stock Certificates representing the Shares duly executed and endorsed over to Buyer;
(b) Execution and delivery of the Pledge and Security Agreement and the Earnout Agreement.
(c) An officer certificate of the Company containing: resolutions authorizing the transactions contemplated by this Agreement and the Transaction Documents, an incumbency certificate, a good-standing certificate of the Company issued by Mexico, a true and correct copy of the Company’s Articles of Incorporation or similar document; and a true and correct copy of the Company’s Bylaws or similar document;
(d) A closing statement showing payments and disbursements for the transactions contemplated herein;
(e) In the event that Closing does not occur simultaneously with the execution of this Agreement, a closing certificate of the Seller certifying that all of the representations and warranties of the Seller is true and accurate in all material respects on the Closing Date; and
(f) Such other documents as may be reasonably necessary for the implementation and consummation of the transactions contemplated by this Agreement and the Transaction Documents.
Delivery of Documents by Seller. On the Closing Dates, Seller shall deliver to Buyer the following:
4.2.1. The shares of Common Stock and Warrants that are the subject of this Agreement duly executed and endorsed;
