Documents to Be Delivered at the Closing. At or prior to the Closing, the Grantor shall, directly or through the attorney-in-fact appointed pursuant to Article V hereof, execute, acknowledge where deemed necessary or desirable by the Operating Partnership, and deliver to the Escrow Agent, in addition to any other documents mentioned elsewhere herein, the following:
(a) An assignment of the Interests (the "ASSIGNMENT"), which shall be in the form attached hereto as Exhibit C attached hereto and shall contain a warranty of title that the Grantor owns the Interests free and clear of all Encumbrances (as defined in Section 3.1(a)), and shall either
(i) reaffirm the accuracy of all representations and warranties and the satisfaction of all covenants contained in Article III hereof, or
(ii) if such reaffirmation cannot be made, identify those representations, warranties and/or covenants contained in Article III hereof which the Grantor can no longer make or comply with, represent that the Grantor has used reasonable efforts to take such actions as would permit the Grantor to make such representations and warranties and/or to comply with such covenants, and reaffirm the accuracy of all other representations and warranties and the satisfaction of all other covenants contained in Article III hereof.
(b) If requested by the Operating Partnership in the case where the Grantor is a corporation, partnership, limited liability company or trust, a certified copy of all necessary or appropriate corporate resolutions or partnership, limited liability company or trust actions authorizing the execution, delivery and performance by the Grantor of this Agreement and the Closing Documents.
(c) If requested by the Operating Partnership in the case where the Grantor is a corporation, partnership, limited liability company or trust, an opinion from counsel for the Grantor in form and content reasonably acceptable to the Operating Partnership substantially to the effect that:
(i) the Grantor is a corporation, limited partnership, general partnership, 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 execute, deliver and perform this Agreement and the Closing Documents;
(ii) the execution, delivery and performance by the Grantor of this Agreement and the Closing Documents, and the transactions contemplated hereby and thereby, do not:
(A) constitute a breach or a violation of the Granto...
Documents to Be Delivered at the Closing. BY BUYER
Documents to Be Delivered at the Closing. (a) At the Closing, the Sellers, as applicable, shall deliver to REG and the Purchaser, as applicable, the following:
(i) The Xxxx of Sale in the form attached hereto as Exhibit E executed by the Company;
(ii) The Assignment and Assumption Agreement in the form attached hereto as Exhibit F executed by the Company;
(iii) The Oil Feedstock Supply Agreement in the form attached hereto as Exhibit C executed by Bunge;
(iv) The Services Agreement in the form attached hereto as Exhibit D executed by Bunge;
(v) The Addendum to the Amended and Restated Stockholder Agreement dated July 18, 2007 for the REG Common Stock in the form attached hereto as Exhibit H (the "Stockholder Agreement") executed by the Sellers; [Discuss - are the Sellers entering into a new Stockholder Agreement, or joining the current stockholder agreement]
(vi) The Registration Rights Agreement in the form attached hereto as Exhibit I (the "Registration Rights Agreement") executed by the Sellers;
(vii) Certified copies of the resolutions duly adopted by the Board of Managers and members of the Company authorizing the transfer of the Assets to Purchaser;
(viii) Certified copies of the resolutions duly adopted by the Board of Managers and members of BIG authorizing the transactions contemplated by this Agreement;
(ix) Any and all consents, filings, waivers, registrations, approvals or authorizations, with or by any Governmental Authority and all consents, waivers, approvals or authorizations of any other Person required for the consummation of the Closing;
Documents to Be Delivered at the Closing. (a) At the Closing, Seller shall deliver to Purchaser the following documents each fully executed and, if required, acknowledged by Seller:
(i) a good and sufficient quitclaim deed (the "Deed") conveying good and clear, record and marketable title to the Premises to Purchaser subject only to the Permitted Title Exceptions;
(ii) an assignment and assumption of permits (the "Blanket Assignment") assigning all permits, licenses and approvals with respect to Premises and to Purchaser;
(iii) a bill of sale conveying without representation, warranty or recourse all of the right, title and interest of Seller in and to the personal property used in connection with the Premises;
(iv) an affidavit and indemnity as to mechanics' liens and persons in possession in a customary form reasonably acceptable to Purchaser's title insurance company;
(v) an affidavit stating that Seller is not a foreign person or entity within the meaning of Section 1445 of the Internal Revenue Code, and complying with the Internal Revenue Service Regulations promulgated pursuant to said Section 1445;
(vi) a designation agreement designating the party responsible for any Form 1099 filings as may be required by the Internal Revenue Service's regulations;
(vii) a closing statement;
(viii) an officer's certificate of Seller dated the Closing Date as to satisfaction of the conditions set forth in Section 12(b), attaching appropriate evidence of requisite corporate action with respect thereto, including, but not limited to, votes of the governing bodies of Seller;
(ix) to the extent they are then in Seller's possession and have not been delivered to Purchaser: (A) any plans and specifications for the Premises; (B) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the Premises; (C) all keys for the Premises; (D) originals of all contracts and all correspondence relating thereto and to the operation and maintenance of the Property; and (e) all other books, records, files, plans and other written information including computerized records relating to the development, construction, maintenance, use, operation, title or value of all or any portion of the Property owned by Seller in the possession or control of Seller but specifically excluding any Confidential Property Information;
(x) Four originals of the Lease;
(xi) Intentionally Deleted;
(1) written confirmation that the Broker has been paid...
Documents to Be Delivered at the Closing. 8.1 Documents to be Delivered by the Shareholders and Seller. At the Closing, the Shareholders and Seller will deliver or cause to be delivered to Purchaser, the following, at the expense of the Shareholders and Seller and in proper form for recording where appropriate:
Documents to Be Delivered at the Closing. BY BUYER Buyer will deliver to Seller the following documents at the Closing:
Documents to Be Delivered at the Closing. Documents to Be Delivered by Seller 72 Section 8.2 Documents to Be Delivered by Purchaser 72 ARTICLE IX
Documents to Be Delivered at the Closing. 5.1. Documents to be Delivered by the Company. At the Closing, the Company will deliver to the Purchasers the following:
Documents to Be Delivered at the Closing. 5.1 Documents Delivered by the Seller and the Company. At the Closing, the Seller and the Company shall deliver to the Purchaser the following documents:
(a) Such evidence of limited liability company existence, qualification, good standing, incumbency of officers adoption of resolutions and evidence of other limited liability company procedures and authority as may reasonably be requested by counsel for the Purchaser. (b) Evidence that the property transfers described in Section 3.3 have been made.
Documents to Be Delivered at the Closing. BY CHECKERS Checkers shall deliver to NTDT the following documents at the Closing:
