Delivery of Seller’s Documents. On or before Closing Date, Seller shall deposit with Escrow Holder all of the following: (i) the fully executed and acknowledged grant deed described in subparagraph 5.2 hereof; (ii) Seller's escrow instructions sufficient to enable Escrow Holder to close the escrow in accordance with the terms of this Agreement, (iii) the affidavits described in subparagraph 5.4 hereof; and (iv) any other documents, records, or agreements called for hereunder that have not previously been delivered.
Delivery of Seller’s Documents. Seller shall execute and deliver or cause to be delivered to Buyer all agreements, certificates and other documents required to be delivered by them pursuant to the terms of this Agreement, including without limitation the following:
(A) an Assignment and Assumption Agreement with respect to the Subject Assets and the Assumed Liabilities executed by Seller in a form mutually acceptable to Seller and Buyer and their respective counsel (the “Assignment and Assumption Agreement”);
(B) a Xxxx of Sale and Assignment of Intangibles with respect to the Subject Assets executed by Seller in a form mutually acceptable to Seller and Buyer and their respective counsel;
(C) a Noncompetition Agreement executed by Seller in a form mutually acceptable to Seller and Buyer and their respective counsel (the “Noncompetition Agreement”);
(D) an Occupancy Agreement with respect to each of Seller’s facilities listed on Schedule 2.3 hereto, executed by Seller in a form mutually acceptable to Seller and Buyer and their respective counsel (the “Occupancy Agreement);
(E) a Transition Services Agreement executed by Seller in a form mutually acceptable to Seller and Buyer and their respective counsel (the “Services Agreement”);
(F) an amendment to Seller’s Master Laundry Agreement with ERP Operating Limited Partnership in a form mutually acceptable to Seller and Buyer and their respective counsel; and
(G) an Asset Purchase Agreement relating to the sale by Buyer to Seller of Buyer’s Route Business executed by Seller in a form mutually acceptable to Seller and Buyer and their respective counsel (the “Mac-Gray Asset Purchase Agreement”).
Delivery of Seller’s Documents. 5.1 Within ten (10) business days after the Effective Date, Seller shall deliver to Buyer, to the extent Seller has not already done so, copies of all title policies, plans, surveys, engineering and environmental reports, operating and financial documents, records, reports, audits, agreements, contracts for services, leases, construction and development documents, warranties, tests, reports, studies, notices, advisories, permits, certification for occupancy, and anything else in its possession material to the status or condition of the Property, to the extent the same are in the possession or control of Seller.
5.2 Seller shall deliver its most current ALTA/ACSM TLTA equivalent Land Survey of the Property within ten (10) days following the Effective Date. Seller shall deliver an ALTA/ACSM TLTA equivalent Land Survey of the Property bearing a creation date or recertification date at or after the Effective Date within twenty one (21) days following the Effective Date.
5.3 Buyer agrees that any and all information delivered by Seller or its agents and representatives with respect to the Property shall be held by Buyer in confidence and not released or shared with anyone except such employees, lenders and professional advisors as are reasonably necessary to allow Buyer to evaluate the Property. If for any reason this transaction does not close, any such information and any copies that have been made by Buyer shall be promptly returned to Seller. The provisions of this Section 5.3 shall survive the termination of this Agreement.
Delivery of Seller’s Documents. 5.1 Within ten (10) days after the Effective Date, Seller shall(to the extent such materials are in the possession and control of Seller) deliver to Buyer, to the extent Seller has not already done so, any and all operating and financial documents, records, reports, audits, agreements, contracts for services, title insurance commitments, title insurance policies, leases (a copy of the fully executed Lease, any lease memorandum, and all lease amendments, if any), construction and development documents, warranties, surveys, tests, reports, environmental reports, studies, notices, advisories, permits, certificates of occupancy, and anything else in its possession material to the status or condition of the Property ("Inspection Materials"). Such materials are delivered to facilitate Buyer in conducting its inspection of the Property during the Inspection Period.
5.2 Owner shall deliver an ALTA/ACSM Land Survey of the Property to Buyer not later than ten (10) days prior to the conclusion of the Inspection Period and certified not later than ninety (90) days prior to Closing. The cost of such survey or recertification costs of an existing survey shall be paid by Seller. All update costs, if any, shall be paid by Buyer.
5.3 Buyer agrees that any and all information delivered by Seller or its agents and representatives with respect to the Property shall be held by Buyer in confidence and not released or shared with anyone except such employees, lenders and professional advisors as are reasonably necessary to allow Buyer to evaluate the Property. If for any reason this transaction does not close, any such information and any copies that have been made by Buyer shall be promptly returned to Seller. The provisions of this Section 5.3 shall survive the termination of this Agreement.
Delivery of Seller’s Documents. Within five (5) working days after the Effective Date of this Agreement, SELLER shall deliver copies of all tests, surveys, maps, plans, records, permits, correspondence reports or other materials affecting the Purchase Property which are within the SELLER’s possession or control and which have not already been provided to the COUNTY.
Delivery of Seller’s Documents. The Sellers’ Representatives on behalf of the Sellers will procure that the SKM Parties, at Implementation, (a) deliver to Xxxxxx any forms of proxy required to give effect to clause 10 and (b) deliver and make available to Xxxxxx (as applicable) the items specified in clause 4.3(a)(xxi) of the Merger Implementation Deed.
Delivery of Seller’s Documents. Each of the Seller’s Closing Documents will have been delivered to Buyer.
Delivery of Seller’s Documents. 5.1 Within ten (10) days after the Effective Date, Seller shall deliver to Buyer, to the extent Seller has not already done so, all operating and financial documents, records, reports, audits, agreements, contracts for services, title insurance commitments, title insurance policies, leases (a copy of the fully executed Lease, any lease memorandum, and all lease amendments, if any), construction and development documents, appraisals, construction appraisals, warranties, surveys, tests, reports, environmental reports, studies, notices, advisories, permits, certificates of occupancy, and anything else in its possession material to the status or conditions of the Property ("Inspection Materials")
5.2 Owner shall deliver an ALTA/ACSM Land Survey of the Property to Buyer not later than ten (10) days prior to the conclusion of the Inspection Period and certified not later than ninety (90) days prior to Closing. The cost of such survey or recertification costs of an existing survey shall be paid by Buyer.
5.3 Buyer agrees that any and all information delivered by Seller or its agents and representatives with respect to the Property shall be held by Buyer in confidence and not released or shared with anyone except such employees, lenders and professional advisors as are reasonably necessary to allow Buyer to evaluate the Property. If for any reason this transaction does not close, any such information and any copies that have been made by Buyer shall be promptly returned to Seller. The provisions of this Section 5.3 shall survive the termination of this Agreement.
Delivery of Seller’s Documents. At or prior to the Closing Date, the Seller or Seller’s counsel or other authorized representative shall deliver or cause to be delivered to the Buyer any and all documentation evidencing Seller’s ownership of the JV Interests to be transferred to the Buyer and evidencing the transfer of the ownership of such JV Interests from the Seller to the Buyer.
Delivery of Seller’s Documents. At the Closing, Sellers shall deliver to Buyer the following documents, any of which may be waived by the Buyer in its discretion:
(a) certified copies of the written authorization of each Seller authorizing the sale of the Assets pursuant hereto, the execution and delivery of this Agreement and all other documents delivered in connection herewith by officers of each Seller and the performance each of Seller of its respective obligations hereunder and thereunder in accordance with the terms of this Agreement and a certificate of each Seller dated as of the Closing Date confirming that such written authorization remains in full force and effect as of such date and confirming the authority of the individuals signing the Transaction Documents (“Sellers’ Officer’s Certificates”) and such other documents on behalf of Sellers, together with the true signatures of such individuals;
(b) the executed Xxxx of Sale substantially in the form attached hereto as Exhibit 1.1(a);
(c) Sellers’ Officer’s Certificates;
(d) the Assignment and Assumption Agreement executed by each Seller;
(e) the Belcamp Assignment executed by Dolphin Belcamp and Upper Chesapeake Health System, Inc.;
(f) the Greenbelt Assignment executed by Dolphin Greenbelt and Second Trade Center Office Associates, Inc.;
(g) the Holyoke Assignment executed by Dolphin Holyoke and Holyoke Hospital, Inc.;
(h) the Franklin Sublease executed by Dolphin Parent and Autumn Springs, LLC;
(i) the Scottsdale Professional Services Assignment, executed by Dolphin Scottsdale and the Scottsdale Provider;
