DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. 10.1 At the Closing, each Seller shall execute, acknowledge and/or deliver (or cause to be delivered), as applicable, the following to Purchaser or the Title Company:
(a) A bargain and sale deed with covenant against grantor's acts, or its equivalent, in recordable form and otherwise reasonably acceptable to the parties (the "Deed"), conveying title to the Property(ies) owned by such Seller.
(b) An assignment and assumption of Yonkers' right, title and interest in and to the Ground Lease in the form of Exhibit "B" annexed hereto and made a part hereof, assigning free of liens, encumbrances and claims (except Permitted Encumbrances and as set forth in Section 6) all of Yonkers' right, title and interest in and to the Ground Lease (the "Ground Lease Assignment"). [Yonkers only]
(c) The Assignment and Assumption of Leases and Security Deposits in the form of Exhibit "C" annexed hereto and made a part hereof assigning free of liens, encumbrances and claims (except Permitted Encumbrances and as set forth in Section 6) all of such Seller's right, title and interest, if any, in and to the Leases, all guarantees thereof and the Security Deposits thereunder in such Seller's possession, if any (the "Lease Assignment").
(d) The Assignment and Assumption of Licenses and Intangible Property in the form of Exhibit "D" annexed hereto and made a part hereof (the "License and Intangible Property Assignment"; together with the Lease Assignment, the "Assignment Agreements") assigning free of liens, encumbrances and claims (except Permitted Encumbrances and as set forth in Section 6) all of such Seller's right, title and interest, if any, in and to (i) all of the assignable licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to its Property (or the Ground Lease) by any governmental authority (collectively, the "Licenses"); and (ii) all intangible property owned by such Seller with respect to the operation of its Property (including, without limitation, trade names, assumed names and trade logos); and, if any, transferable guarantees and warranties relating to the Property (or the Ground Lease) (the "Intangible Property").
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At the Closing, Seller shall deliver or cause to be delivered to Purchaser directly or, if either party elects, through the Closing Escrow, the following, each of which shall be in form reasonably satisfactory to Purchaser and (if applicable) the Title Insurer:
(a) a special warranty deed (the “Deed”) duly executed and acknowledged by Seller, conveying the Land and Improvements to Purchaser subject only to the Permitted Exceptions;
(b) the Title Policy or a “xxxx-up” of the Title Commitment;
(c) evidence of the authorization of Seller as to the execution of this Agreement and the sale of the Property to Purchaser and the performance of other acts required hereunder;
(d) an affidavit to the effect that Seller is not a foreign person under Section 1445(b) of the United States Internal Revenue Code;
(e) such other instruments and documents, including, but not limited to, an ALTA Statement and a gap undertaking, as may be reasonably required by the Title Insurer in order to issue the Title Policy in the form required pursuant to Section 4.2 hereof; and
(f) all other documents required to be executed and/or delivered by Seller pursuant to other provisions of this Agreement or the Escrow Agreement.
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At the Closing Seller shall deliver or cause to be delivered to Purchaser directly or, if either party elects, through the Escrow, the following with respect to its applicable Properties, each of which shall be in form reasonably satisfactory to Purchaser and (if applicable) the Title Insurer:
(a) a duly executed and acknowledged special warranty deed(s) to the Properties subject only to the Permitted Exceptions;
(b) a xxxx of sale respecting any personal property to be conveyed;
(c) copies of the most recent tax or assessment bills or other items on which pro- rations are based;
(d) the Title Policy;
(e) evidence of authorization of Seller as to the execution of this Agreement and the sale of the Properties to Purchaser and the performance of other acts required hereunder;
(f) an affidavit to the effect that Seller is not a foreign person under Section 1445(b) of the United States Internal Revenue Code (FRPTA);
(g) evidence of payment and a lien waiver from any broker whose commission is to be paid by Seller under Section 10.2 below;
(h) all other documents (if any) required, pursuant to other provisions of this Agreement or to the Escrow Agreement, to be executed and delivered by Seller; and
(i) such other instruments and documents as may be reasonably required in order to carry out the purposes of this Agreement.
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At Closing, Xxxxxx agrees to execute and shall deliver to Buyer:
1. Warranty Deed conveying title to the Property to the Buyer free and clear of all liens and encumbrances except the following items (allowable encumbrances):
a) Building and zoning laws, ordinances, state and federal statutes or other governmental regulations;
b) Easements and restrictions of record which do not interfere with Xxxxx’s intended use of the Property;
c) Reservation of any minerals or mineral rights in the State of Minnesota, if any.
2. Standard form affidavit of Seller prepared by Xxxxx showing no bankruptcies, judgments or mechanics' liens affecting the Property.
3. Certificate that Seller is not a foreign national.
4. Abstract or Registered Property Abstract and any duplicate Certificate of Title in Seller's possession to the Property.
5. Bill of Sale conveying title to the Buyer for the Personal Property and Fixtures as set forth in Exhibit B.
6. If the environmental investigation referenced in paragraph 14 herein discloses the existence of petroleum product or other pollutant, contaminant or other hazardous substance, either (i) a closure letter from the Minnesota Pollution Control Agency (MPCA) or other appropriate regulatory authority that remediation has been completed to the satisfaction of the MPCA or other authority; or (ii) agreement for remediation/indemnification and security as the Buyer may require under paragraph 14 herein.
7. Well disclosure certificate, if required, or, if there is no well on the Property, the Warranty Deed given pursuant to subparagraph a. above must include the following statement: "The Seller certifies that the seller does not know of any xxxxx on the described real property."
8. Any other documents reasonably required by the 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 Agreement.
9. Certificate of Real Estate Value (CRV).
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At the Closing, Seller shall deliver or cause to be delivered to Buyer:
(a) resolutions of the Board of Directors of Seller authorizing the execution and delivery of this Agreement and the performance of the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of Seller;
(b) a Secretary's Certificate attesting to the incumbency of Seller's officers executing this Agreement and the other certificates and agreements delivered by Seller at the Closing;
(c) an Officer's Certificate relating to the matters set forth in Section 7.2;
(d) bargain and sale deeds substantially in the form of Exhibit 3.2
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At the Closing, Seller shall deliver a Bargain and Sale Deed and a non-foreign affidavit executed by Seller, containing such information as is required by Internal Revenue Code and the regulations thereunder. Seller shall also deliver any other document reasonably requested by Buyer’s attorney or title insurance company and customarily delivered at closings in the State of Rhode Island.
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At Closing, Seller shall deliver or cause to be delivered to the Title Insurer each of the following instruments and documents:
(a) Deed. The Deed, in the form attached hereto as Exhibit C.
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At or prior to the Closing, Seller shall deliver to Buyer any of the following which may be applicable to the Property:
A) General Warranty Deed to Buyer in recordable form conveying good and marketable title in fee simple to the Property, buildings, improvements and fixtures, free and clear of all Liens (as defined in the SPA), subject only to the matters set forth in subparagraphs (a) through (e) of Paragraph 1 above, together with a Declaration of Value and Groundwater Hazard Statement in recordable form.
B) All other documents affecting title to and/or possession of the Property and necessary or desirable to transfer the same to Buyer, including without limitation (i) the documents referred to in Paragraph 6 below, and (ii) an Owner Lien Affidavit executed by Seller in the form acceptable to Commonwealth Land Title Insurance Company as required for Buyer to obtain title insurance for the Property under the Commitment for Title Insurance dated September 12, 2014 (a copy of which has been provided to Seller).
C) A closing statement mutually acceptable to Buyer and Seller.
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At or prior to the Closing, Seller shall deliver to Buyer any of the following which may be applicable to the Property:
A) General Warranty Deed to Buyer in recordable form conveying good and marketable title in fee simple to the Property, buildings, improvements and fixtures, free and clear of all Liens (as defined in the SPA), subject only to the matters set forth in subparagraphs (a) through (e) of Paragraph 1 above, together with a Declaration of Value and Groundwater Hazard Statement in recordable form.
B) All other documents affecting title to and/or possession of the Property and necessary or desirable to transfer the same to Buyer, including without limitation (i) the documents referred to in Pxxxxxxxx 0 xxxxx, (xx) a copy of Seller's Articles of Organization and Operating Agreement, and (iii) an Owner Lien Affidavit executed by Seller in the form acceptable to Commonwealth Land Title Insurance Company as required for Buyer to obtain title insurance for the Property under the Commitment for Title Insurance dated September 12, 2014 (a copy of which has been provided to Seller).
C) A closing statement mutually acceptable to Buyer and Seller.
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. The originals of all documents set forth below shall be delivered by the Seller or the Corporation to Buyer (or to a designated wholly-owned subsidiary of the Buyer) at the Closing except for items B, C, D, G, H, K, O and Q, which shall be provided at least ten (10) business days before the Closing:
A. The Corporation Stock Certificates, free and clear of all encumbrances, fully paid, non-assessable, and duly endorsed in blank.
B. All leases to which the Corporation is a party, together with the written consent of any landlord as may be required under such leases.
C. The Corporation's license(s) to do business in the jurisdictions in which it operates.
D. Broker/Agent Agreements to which the Corporation is a party. E Contracts requiring performance after the Closing and contracts with warranties which shall remain in effect after the Closing.
F. Warranties on the Corporation's equipment assets.
G. Opinion letter of the Corporation's and Seller's counsel, as described in Section 13 and Section 14 hereof.
H. Certificates of good standing of the Seller and of the Corporation (and of any subsidiaries thereof) certified by the Office of the Lieutenant Governor of the Virgin Islands or any other appropriate official, as of no more than four weeks prior to the Closing Date.
I. Resignations of all present directors and officers of the Corporation effective on the Closing Date.
J. Minute book(s), stock transfer book(s), stock certificate book and corporate seal(s) of the Corporation.
K. Noncompetition Agreements as described in Section 11 of this Agreement.
L. Documentation that the Corporation's insurance contract forms have been filed and approved pursuant to 22 V.I.C. ss.810.
M. Resolutions of the Board of Directors of Seller unanimously approving the sale of the stock and unanimously approving the guaranty and indemnities given to Buyer by Seller as set forth in Subsection 5B(2) and Section 15 hereof.
N. Written approval of the sale of the Corporation by the Shareholders of Seller.
O. Annual reports filed by the Corporation under 22 V.I.C.ss.222 and 22 V.I.C.ss.602.
P. A paid receipt from the law firm of Xxxxx & Francois, indicating that all attorney's fees, costs and expenses incurred by the Corporation in the pursuit of the Eagle Star Claim have been paid in full, through the month immediately preceding Closing.
Q. The Closing Financial Statements (as defined in Section 3). These shall be provided to Buyer as soon as they are available.
R. The certificate spe...
