Common use of Documents to be Delivered by the Seller Clause in Contracts

Documents to be Delivered by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: (a) stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached; (b) copies of all consents and waivers referred to in Section 7.1(g) hereof; (c) written resignations of each of the officers and directors of the Company; (d) resolution of the board of directors of the Company appointing Wan Fang Liu and Hsu Tzu Yang as members of the Board of Directors, Paxxx Xxxel as xxe CEO xx the Company and Ikai Su as the CFO of the Xxxxxxx; xxd (e) all financial records of the Company including the books and records of original entry for accounting, and (f) all original signed copies of all filings made with the United States Securities and Exchange Commission filed by the Company over the last two years. (g) copies of all correspondence with the United States Securities and Exchange Commission over the last two years; (h) the entirety of the book containing all of the minutes of the Board of Directors and Shareholders for the life of the Company but not less than the previous two years, and (i) copies of all regulatory filings which were required to be filed in the State of Minnesota for the establishment and maintenance of a corporation in that state for at least the last two years, and (j) any and all information about the business of the Company including but not limited to copies of the original tax returns filed that substantiate the amount of previous losses, and (k) engagement agreements with the Company's auditors for at least the last two years, and (l) management's representation letter/agreement presented to the auditors for the last two year's audits, and (m) fully executed signature cards placing the new officers on all of the Company's bank accounts and brokerage accounts and removing the current signers, and (n) delivery of all corporate checking, savings and other account information including checks, debit cards (if any), check books, deposit slips, bank and brokerage account statements and agreements, and (o) all passwords necessary to access any and all Company accounts, including but not limited, to Business Wire, corporate websites, EDGAR reporting arrangements, SEC EDGAR codes, online banking and bxxxxxage accounts, company softwaxx xxd hardware, where applicable, and (p) such other documents as the Purchaser shall reasonably request.

Documents to be Delivered by the Seller. At the Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser the following: 11.1.1 as it relates to the Direct Purchased Assets, the Xxx Xxxxx Purchaser One Assignment and Assumption Agreement, duly executed by Xxx Xxxxx; 11.1.2 as it relates to the Juarez Inventory, the El Paso Inventory, the Trade Accounts Receivable and Trade Accounts Payable and the Juarez Fixed Assets, the Xxx Xxxxx Auto Specialty Assignment and Assumption Agreement, duly executed by Xxx Xxxxx; 11.1.3 a deed in the form of Exhibit J for the transfer of the Xxxxx Rapids Real Property to Auto Specialty, duly executed by Xxx Xxxxx; 11.1.4 as it relates to Motores, (ai) a copy of the resolutions of the partners meeting of Motores authorizing the transfer of the 99.999% Equity Participation from Xxx Xxxxx to Auto Specialty and authorizing the transfer of the 0.001% Equity Participation from Seller to Purchaser and evidencing the waiver by Seller of its right of first refusal provided in the bylaws of Motores and/or under applicable laws of Mexico; (ii) a certification issued by the sole director of Motores as of the Closing Date, in form and substance satisfactory to Purchaser, stating that the relevant minutes of the partners meeting referred to above have been properly recorded at the partners meeting minutes book of Motores and that the resolutions adopted in such meeting have not been amended, modified, revoked or rescinded and are in full force and effect on and as of the Closing Date; and (iii) a copy of the relevant notation in the partners registry book of Motores, certified by its sole director; 11.1.5 as it relates to the Auto Specialty Escrow Agent, a stock certificate representing the Xxx Xxxxx Auto Specialty Common Stock; 11.1.6 as it relates to TCH, stock certificates representing all of the TCH Shares, duly endorsed in blank by Tecumseh or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attachedpowers; (b) copies 11.1.7 a written release of all consents Liens on the TCH Shares, the 0.001% Equity Participation and waivers referred to in Section 7.1(g) hereofall of the equity interests and the assets of TCH and each Subsidiary on which Liens have been placed; (c) written resignations of each 11.1.8 a certificate of the officers Secretary, Assistant Secretary or other officer of Seller, dated the Closing Date, as to the resolutions duly and directors of the Company; (d) resolution of validly adopted by the board of directors such Seller evidencing its authorization of the execution, delivery and performance of this Agreement and such other documents as may be reasonably necessary to consummate the transactions contemplated by this Agreement; 11.1.9 a Master Global Manufacture and Supply Agreement (Tecumseh Power Company) in the form attached hereto as Exhibit G, duly executed by Tecumseh Power Company appointing Wan Fang Liu (the "Master Global Manufacture and Hsu Tzu Yang Supply Agreement (Tecumseh Power Company)"); 11.1.10 a Transition Services Agreement in the form attached hereto as members Exhibit H, duly executed by the Seller (the "Transition Services Agreement"); 11.1.11 a JCI Supply Agreement in the form attached hereto as Exhibit I, duly executed by the Seller (the "JCI Supply Agreement"); 11.1.12 all personnel records (including medical records), subject to the requirements of applicable Law, of Employees (as defined in Section 9.4.1); 11.1.13 a certificate of the Board of Directors, Paxxx Xxxel as xxe CEO xx the Company and Ikai Su as the CFO Executive Vice President or other officer of the Xxxxxxx; xxdSeller to the effect set forth in Section 10.1.1, 10.1.2 and 10.1.3; (e) all financial records 11.1.14 a certificate, in form and substance reasonably satisfactory to Purchaser, certifying that Seller's sale of the Company including TCH Shares is exempt from withholding pursuant to the books Foreign Investment in Real Property Tax Act; 11.1.15 resignations, effective as of the Closing Date, of the directors and records officers of original entry for accounting, TCH and each Subsidiary; and (f) all original signed copies of all filings made with the United States Securities and Exchange Commission filed by the Company over the last two years. (g) copies of all correspondence with the United States Securities and Exchange Commission over the last two years; (h) the entirety of the book containing all of the minutes of the Board of Directors and Shareholders for the life of the Company but not less than the previous two years, and (i) copies of all regulatory filings which were required to be filed in the State of Minnesota for the establishment and maintenance of a corporation in that state for at least the last two years, and (j) any and all information about the business of the Company including but not limited to copies of the original tax returns filed that substantiate the amount of previous losses, and (k) engagement agreements with the Company's auditors for at least the last two years, and (l) management's representation letter/agreement presented to the auditors for the last two year's audits, and (m) fully executed signature cards placing the new officers on all of the Company's bank accounts and brokerage accounts and removing the current signers, and (n) delivery of all corporate checking, savings and other account information including checks, debit cards (if any), check books, deposit slips, bank and brokerage account statements and agreements, and (o) all passwords necessary to access any and all Company accounts, including but not limited, to Business Wire, corporate websites, EDGAR reporting arrangements, SEC EDGAR codes, online banking and bxxxxxage accounts, company softwaxx xxd hardware, where applicable, and (p) 11.1.16 such other documents as the Purchaser shall reasonably request.

Documents to be Delivered by the Seller. At The Seller agrees to deliver the Closing, the Seller shall deliver, or cause to be delivered, following to the Purchaser the followingat Closing: (ai) stock certificates representing a Special Warranty Deed to the SharesProperty in form and content reasonably satisfactory to Seller and Purchaser with appropriate title warranties and documentary stamps affixed thereto at the Seller’s expense, duly endorsed conveying to the Purchaser a good, indefeasible, fee simple title to the Property subject only to the Permitted Exceptions and describing the Property in blank or accompanied by stock transfer powers and accordance with all requisite stock transfer tax stamps attached; (b) copies the provisions of all consents and waivers referred to in Section 7.1(g1.04(c) hereof; (cii) written resignations of each an affidavit of the officers Seller regarding mechanics’ and directors materialmen’s liens, possession of Property, the authority of and power of the Seller to complete the transactions provided for herein, and such other matters as the Title Company shall reasonably require in a form reasonably acceptable to Seller (including, without limitation, a so called “Gap Indemnity”); (iii) a certification of non-foreign status pursuant to the provisions of Section 1445 of the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated therein; (iv) a Certification for Form 1099-S, a Form W-9 and such other documents and instruments to effect the transaction described herein, as may be reasonably required by counsel to the Purchaser or the Title Company; (dv) resolution a Xxxx of Sale in form and substance reasonably acceptable to Seller and Purchaser that (A) permanently assigns and conveys to Purchaser all assignable certificates, licenses, permits, authorizations and approvals issued for or with respect to the Property by governmental and quasi-governmental authorities having jurisdiction with respect thereto; and (B) conveys all portions of the board Property comprised of directors of the Company appointing Wan Fang Liu and Hsu Tzu Yang as members of the Board of Directorspersonal property, Paxxx Xxxel as xxe CEO xx the Company and Ikai Su as the CFO of the Xxxxxxx; xxdif any, to Purchaser; (evi) all financial the Master Declaration, in form suitable for recordation (to the extent the Master Declaration as approved by the Purchaser is not already final and recorded in the public records of Xxxxxx County, Maryland); (vii) the Company including Right of First Offer Agreement, in form suitable for recordation; (viii) the books Construction Easement Agreement, in form suitable for recordation; (ix) the Common Infrastructure Agreement, in form suitable for recordation; (x) the Post-Closing Agreement; (xi) the Seller’s Representations and records of original entry for accounting, Warranties Bringdown Certificate (as hereafter defined); and (f) all original signed copies of all filings made with the United States Securities and Exchange Commission filed by the Company over the last two years. (g) copies of all correspondence with the United States Securities and Exchange Commission over the last two years; (h) the entirety of the book containing all of the minutes of the Board of Directors and Shareholders for the life of the Company but not less than the previous two years, and (i) copies of all regulatory filings which were required to be filed in the State of Minnesota for the establishment and maintenance of a corporation in that state for at least the last two years, and (j) any and all information about the business of the Company including but not limited to copies of the original tax returns filed that substantiate the amount of previous losses, and (k) engagement agreements with the Company's auditors for at least the last two years, and (l) management's representation letter/agreement presented to the auditors for the last two year's audits, and (m) fully executed signature cards placing the new officers on all of the Company's bank accounts and brokerage accounts and removing the current signers, and (n) delivery of all corporate checking, savings and other account information including checks, debit cards (if any), check books, deposit slips, bank and brokerage account statements and agreements, and (o) all passwords necessary to access any and all Company accounts, including but not limited, to Business Wire, corporate websites, EDGAR reporting arrangements, SEC EDGAR codes, online banking and bxxxxxage accounts, company softwaxx xxd hardware, where applicable, and (pxii) such other documents and instruments as are contemplated herein or as may be reasonably required by counsel to the Purchaser shall reasonably requestor the Title Company.