Documents to Be Delivered at Closing by Seller Sample Clauses

Documents to Be Delivered at Closing by Seller. At the Closing, Seller and/or Shareholders shall properly execute (if necessary) and deliver to Purchaser, or cause to be executed and delivered to Purchaser, the following: (a) A Xxxx of Sale and Assignment and Assumption Agreement (the (“Xxxx of Sale”), the form of which is attached to this Agreement as Exhibit B. (b) The Escrow Agreement. (c) The assignment of the Real Property Lease. (d) The third party consents or waivers necessary to assign or transfer to Purchaser each of the Assets set forth on Schedule 8.2(d). (e) The employment agreement by and between Purchaser and Xxxx X. Xxxxx (the “Employment Agreement”), in form satisfactory to Purchaser’s counsel. (f) The Covenants Not to Compete by and between Purchaser and each of Xxxxxx Xxxxxx and Xxxx X. Xxxxx (the “Noncompetition Agreements”), in form satisfactory to Purchaser’s counsel. (g) The transition services agreement by and between Purchaser and Xxxxxx Xxxxxx for the operation of Seller following the Closing and the transition of the Business to Purchaser (the “Transition Agreement”), in form satisfactory to Purchaser’s counsel. (h) An acknowledgement of DCA regarding ownership of intellectual property of Seller and termination of certain provisions contained in that certain Stockholders Agreement of DCA, dated as of June 8, 2005, by and between DCA, Seller and certain other parties (the “DCA Agreement”), in form satisfactory to Purchaser’s counsel. (i) A copy of Seller’s Articles of Incorporation, certified by the Delaware Secretary of State, Certificates of Good Standing for Seller issued by the Delaware Secretary of State and the New Jersey Secretary of State, and a foreign qualification issued by the New Jersey Secretary of State. All such documents shall be dated not earlier then ten (10) days prior to the Closing Date. (j) The Name Change Amendments. (k) A release by Xxxxxxx Xxxx (the “Xxxx Release”) to Seller and Purchaser acknowledging that Xxxxxxx Xxxx has never been issued, and is not entitled to be issued, any equity interest or option, warrant or equivalent right to receive an equity interest in, Seller, in form satisfactory to Purchaser’s counsel. (l) Shareholders shall have caused Seller to deliver to Purchaser Seller’s master contact list, which list contains some of the current and potential customers. (m) A certificate, executed by an officer of Seller, stating (i) that all covenants and agreements undertaken to be performed by Seller or the Shareholders under this Agreement ha...
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Documents to Be Delivered at Closing by Seller. In addition to the Quit Claim Deed required at paragraph 3(b) above, Seller shall deliver to Buyer at closing: a. An affidavit from Seller sufficient to remove any exception in the policy of title insurance for mechanics’ and materialmens’ liens and rights of parties in possession; b. A “bring-down” certificate, certifying that all of the warranties made by Seller in this Agreement remain true as of the Closing Date; c. Affidavit of Seller confirming that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; d. A statement that Xxxxxx does not know of any xxxxx on the Property; e. Any notices, certificates, and affidavits regarding any private sewage systems, underground storage tanks, and environmental conditions as may be required by state or federal statutes, rules or regulations; and f. Any other documents reasonably required by Buyer’s title insurance company or attorney to evidence that title to the Property is marketable and that Seller has complied with the terms of this Purchase Agreement.
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Documents to Be Delivered at Closing by Seller. At the Closing, ---------------------------------------------- Seller shall deliver to Purchaser: (a) A certificate executed by an officer of Seller, dated the Closing Date, to the effect that (i) the warranties and representations of Seller contained herein are true on the Closing Date with the same effect as though made on and as of the Closing Date and the Effective Date, (ii) Seller has performed and complied with all obligations imposed upon it hereunder, including the performances of all covenants, (iii) there has been no material adverse change in the Business or the Assets from the date of this Agreement to the Closing Date, and (iv) Seller has operated the Business only in the ordinary course, and there have been no material adverse changes in the Business or Assets from the date hereof to the Closing Date. (b) Certified Resolutions of Seller's Board of Directors and, if applicable, shareholders approving the terms and conditions of this Agreement and the sale of the Assets as herein provided. (c) Warranty Xxxx of Sale and Assignment and Assumption Agreement, transferring all of the Assets to Purchaser, in the form attached hereto as Exhibit "E" and made a part hereof. ----------- (d) The Covenant Not to Compete. (e) The consent and estoppel certificates described in Section 7.1(j) above. (f) All of the Assets.
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Documents to Be Delivered at Closing by Seller. At Closing, Seller shall deliver to Buyer the following documents duly executed by Seller, acknowledged and in recordable form, where appropriate, and dated as of the date of Closing: (a) the Assignment and Assumption of Lease in form and substance satisfactory to the parties hereto, together with the Lease, the cost of documentary stamp tax and recording to be paid by Buyer; and (b) any other document reasonably deemed necessary by Buyer.
Sample 1
Documents to Be Delivered at Closing by Seller. At the Closing, Seller shall properly execute (if necessary) and deliver to Purchaser, or cause to be executed and delivered to Purchaser, the following: (a) A Warranty Xxxx of Sale and Assignment and Assumption Agreement (the (“Xxxx of Sale”), the form of which is attached to this Agreement as Exhibit C. (b) The Covenant. (c) The Escrow Agreement. (d) Patent and Trademark Assignments covering the Intellectual Property. (e) A lease for approximately 22,000 square feet of real property located at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxx, in a form acceptable to Purchaser. (f) A Consulting Agreement, satisfactory to Purchaser, between Xxxxx Xxxx and Purchaser. (g) Assignment of the exclusive and non-exclusive license agreements with Stanford University and assignment of the license with Sundial Engineering. (h) Certificates of title to the vehicles listed on the attached Schedule 1.1(a), if any. (i) The Closing Statement (j) An opinion of White & Xxx, LLP, counsel to Seller, addressed to Purchaser, the form of which is mutually agreed to by the parties. (k) A copy of Seller’s Articles of Incorporation, certified by the California Secretary of State, and a Certificate of Good Standing for Seller issued by the California Secretary of State and each and every other state in which Seller is authorized to do business. All such documents shall be dated not earlier then ten (10) days prior to the Closing Date. (l) A certificate, executed by an officer of Seller, to the effect that (i) all of the representations, warranties and covenants made by Seller in this Agreement are true and correct on the Closing Date with the same effect as though made on and as of the Closing Date, provided that Seller may include changes to the Schedules as part of such certificate provided that such exceptions are not material, (ii) all covenants and agreements undertaken to be performed by Seller under this Agreement have been taken or performed, (iii) since the date of this Agreement, Seller has operated the Business only in the ordinary course, and (iv) there has been no material adverse change in the Business, the Assets or the Leased Property from the date of this Agreement to the Closing Date. Attached to such certificate shall be a copy of Seller’s bylaws and a copy of the minutes or resolutions approving the transactions contemplated in this Agreement (as required by Section 8.1(c) above), and the officers executing such certificate on behalf of Seller shall certify that, a...
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Related to Documents to Be Delivered at Closing by Seller

  • DOCUMENTS TO BE DELIVERED AT CLOSING At the Initial Closing, each Grantor which is a party hereto shall, directly or indirectly or through the attorney-in-fact appointed pursuant to Article 5 hereof, execute, acknowledge where deemed desirable or necessary by Optionee, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the following: (a) An assignment and xxxx of sale (the “Assignment”), which shall be in a form satisfactory to Optionee, containing a warranty of title that such Grantor owns such Grantor’s Contributed Interest free and clear of all Encumbrances (as defined in Section 3.1) and reaffirming the accuracy of all representations and warranties and the satisfaction of all covenants made by such Grantor in Article 3 hereof. (b) If requested by Optionee, a certified copy of all appropriate entity resolutions or actions and any other evidence requested by Optionee authorizing the execution, delivery and performance by Grantor of this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents, and any other instrument evidencing that all of Grantor’s representations and warranties remain true and correct as of the date of the IPO Closing. (c) If requested by Optionee in the case of any Grantor which is a corporation, limited liability company, partnership, trust or other entity, an opinion from counsel for such Grantor in form and content reasonably acceptable to Optionee substantially to the effect that: (i) such Grantor is a limited partnership, corporation, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization and had and has all applicable power and authority to enter into, delivery and perform this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents; (ii) the execution, delivery and performance of this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents, and the transactions contemplated hereby and thereby, (x) do not and will not constitute a breach or a violation of Grantor’s partnership agreement, declaration of trust, operating agreement, charter or bylaws, as applicable (y) do not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or the Property or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made or which does not remain in effect; and (z) do not and will not result in a breach of, constitute a default under, accelerate any obligation under or give rise to a right of termination of, any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Grantor is a party or by which the property of the Grantor is bound or affected, or result in the creation of any Encumbrance (as defined in Section 3.1) on any of the Contributed Interests; and (iii) all applicable entity action necessary for such Grantor to execute and deliver this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents has been taken and that the same have been validly executed and delivered and are the valid and binding obligations of such Grantor enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights and remedies generally. (d) An affidavit establishing an exemption from the withholding requirements of the Foreign Investment in Real Property Tax (FIRPTA), as amended. (e) Pledge Agreements, satisfactory to Optionee, by each Grantor for the Units conveyed to such Grantor to secure the indemnification obligations described in Article VII for the period commencing on the IPO Closing Date and ending on the first anniversary thereof. (f) Evidence reasonably satisfactory to Optionee that the franchisor of the Property has consented to the change of control of the Contributed Entity as required by the currently effective franchise agreement relating to the Property or that a new franchise agreement between the Contributed Entity and the Property’s franchisor has been executed as of the date of the Initial Closing. (g) Evidence reasonably satisfactory to Optionee that the lender of any borrowed money as set forth on Schedule 3.1 has consented to the transfer of the Property to the Optionee as required by any loan document, deed of trust, mortgage or other evidence of indebtedness related to the Property. (h) Evidence reasonably satisfactory to Optionee that any certificates, approvals, licenses, authorities or permits issued by local, state or federal agencies or bodies necessary to conduct the business conducted by the Contributed Entity on the Property have been transferred to the Optionee or the Optionee’s designee effective as of the date of the Initial Closing. (i) Evidence reasonably satisfactory to Optionee that the insurance policies necessary or desirable to conduct the business conducted by the Contributed Entity on the Property have been transferred to the Optionee or the Optionee’s designee effective as of the date of the Initial Closing. (j) Evidence reasonably satisfactory to Optionee that the Property is properly licensed to serve alcoholic beverages, whether by owner license, third party contract or otherwise, as permitted by applicable law. (k) Evidence reasonably satisfactory to Optionee that all required consents of lessors and permits necessary to conduct the business conducted by the Contributed Entity with respect to the Property have been obtained. (l) Any other documents reasonably necessary to assign, transfer and convey such Grantor’s Contributed Interest and effectuate the transactions contemplated hereby, including filings with any applicable governmental jurisdiction in which the Optionee is required to file its partnership documentation.

  • Documents to be Delivered by Seller At Closing At or prior to the Closing, Seller shall deliver or cause to be delivered to Purchaser the following, all in form and substance reasonably satisfactory to Purchaser: a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions; b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions; c. A Xxxx of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances; d. The original executed Leases; e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto; f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent; g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project; h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof; i. Insurance certificates in Seller's possession required by the tenants under the Lease; j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete; k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project; l. An affidavit of title; m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and n. Such other documents as Purchaser or the Title Company may reasonably request to enable Purchaser to consummate the Transaction contemplated by this Agreement.

  • Documents to be Delivered by Buyer At the Closing, Buyer shall deliver to Company the following documents, in each case duly executed or otherwise in proper form:

  • Items to be Delivered at Closing At the Closing and subject to the terms and conditions herein contained: (a) Seller shall deliver to the Buying Parties the following: (i) 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 the Buying Parties and their counsel, as shall be necessary and effective to transfer and assign to and vest in the Buying Parties all of Seller's right, title and interest in and to the Assets, including without limitation, (A) good and valid title in and to all of the Assets owned by Seller, (B) good and valid leasehold interests in and to all of the Assets leased by Seller as lessee, and (C) all of Seller's rights under all agreements, contracts, commitments, instruments and other documents included in the Assets to which Seller is a party or by which it has rights on the Closing Date; (ii) original instruments of consent or waiver duly executed by third parties with respect to any contracts, agreements, leases or other rights or obligations being transferred to the Buying Parties hereunder and requiring a consent or waiver therefore; (iii) a duly executed copy of a Management Agreement (the "Management Agreement"), in the form annexed hereto as EXHIBIT D; and (iv) such other certificates and documents as the Buying Parties or their counsel may reasonably request. (b) Shawx xxxll deliver to the Buying Parties the following: (i) a duly executed copy of an Employment Agreement and Covenant Not to Compete (the "Employment Agreement), in the form annexed hereto as EXHIBIT E which by virtue of the substantial goodwill associated with the employment of Shawx will contain a liquidated damages provision in the amount of Five Hundred Thousand and no/100 Dollars ($500,000.00) if Shawx xxxves the employ of Diasti without cause or is discharged for cause; (ii) a duly executed copy of a Lease Agreement (the "Lease Agreement), in the form annexed hereto as EXHIBIT F; (iii) a duly executed copy of a Consulting Agreement in the form annexed hereto as EXHIBIT G; and (iv) such other certificates and documents as the Buying Parties or their counsel may reasonably request. Simultaneously with delivery of the items set forth in subsections (a) and (b) of this Section 2.2, Seller shall take all such steps as may be required to put the Buying Parties in actual possession and operating control of the Assets. (c) The Buying Parties shall deliver to Seller the following: (i) the portion of the Purchase Price due at Closing; (ii) the Coast Note; (iii) the Diasti Note; (iv) a duly executed copy of the Management Agreement; and (v) such other certificates and documents as Seller or its counsel may reasonably request. (d) The Buying Parties shall deliver to Shawx xxx following: (i) the Shawx Xxxe; (ii) a duly executed copy of the Employment Agreement; (iii) a duly executed copy of the Lease Agreement; (iv) a duly executed copy of the Consulting Agreement; and (v) such other certificates and documents as Shawx xx his counsel may reasonably request.

  • Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Documents to be Delivered by Holder(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Documents to be Delivered by Xxxxxx(s) Each of the Holder(s) participating in any of the foregoing offerings shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

  • Documents to be Delivered by the Seller On the 2021-B Closing Date, the Seller will deliver such other documents as the Purchaser may reasonably request.

  • Documents Required to be Delivered on each Issuance Notice Date The Agent’s obligation to use its commercially reasonable efforts to place Shares hereunder shall additionally be conditioned upon the delivery to the Agent on or before the Issuance Notice Date of a certificate in form and substance reasonably satisfactory to the Agent, executed by the Chief Executive Officer, President or Chief Financial Officer of the Company, to the effect that all conditions to the delivery of such Issuance Notice shall have been satisfied as at the date of such certificate (which certificate shall not be required if the foregoing representations shall be set forth in the Issuance Notice).

  • Closing Deliveries by Seller At the Closing, Seller shall deliver to Buyer, in each case in form and substance reasonably satisfactory to Buyer: (a) all such instruments of sale, assignment, conveyance and transfer, as the parties agree are customary and reasonably necessary to assign and transfer the Shares to Buyer; (b) a certificate, dated the Closing Date, executed by Seller, as required by Section 7.01; (c) a certificate, duly completed and executed by Seller pursuant to Treasury Regulations Section 1.1445-2(b)(2) certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code, and a validly completed and duly executed IRS Form W-9 from each Person receiving funds pursuant to Section 2.02(b); (d) a certificate of the Secretary of the Company, dated the Closing Date, as to (i) the good standing of the Company in its jurisdiction of organization; (ii) the completeness and lack of amendments to the Organizational Documents; and (iii) the effectiveness of any resolutions of such Company passed in connection with this Agreement and the transactions contemplated hereby; (e) the written consents of the third Persons, as set forth on Section 3.02(e) of the Disclosure Schedule, with respect to the change of control of the Company that will occur upon the consummation of the transactions contemplated by this Agreement and/or any deemed assignment of any Contract that will result therefrom (and all such consents and waivers shall be in full force and effect); (f) payoff letters for the Repaid Indebtedness to the effect that, upon receipt of payment under such payoff letters, the lender shall have been paid in full for such Repaid Indebtedness and any Liens relating thereto shall be released; (g) resignations, effective as of the Closing Date, of the directors and officers of the Company, as requested by Buyer at least three (3) Business Days prior to the Closing; (h) the organizational record books, minute books and company seal of Company; (i) a release in the form of Exhibit A, effective as of the Closing Date, duly executed by Seller; (j) a certificate, dated the Closing Date, executed by Seller, setting forth (i) the aggregate balances of cash and cash-equivalents of the Company as of the Closing after the Estimated Pre-Closing Tax Obligation has been determined (the “Retained Cash”), and (ii) the aggregate balance of the Repurchase Reserve; and (k) all other documents required to be entered into by Seller pursuant to this Agreement or reasonably requested by Buyer to convey the Shares or to otherwise consummate the transactions contemplated by this Agreement.

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