Common use of Documents to be Delivered by Transferor Clause in Contracts

Documents to be Delivered by Transferor. At the Closing, Transferor shall deliver to Transferee. (a) Copies of the resolutions of the Boards of Directors of Transferor authorizing and approving this Agreement and all other transactions and agreements contemplated hereby certified by the respective corporate Secretaries or Assistant Secretaries of Transferor and Parent to be true, correct, complete and in full force and effect and unmodified as of the Closing Date. (b) An instrument transferring the Acquired Assets to Transferee, free and clear of any and all liens, equities, Claims, prior assignments, mortgages, charges, security interests, pledges, conditional sales contracts, collateral security arrangements and other title retention arrangements, restrictions (including, in the case of real property, rights of way, use restrictions, and other variances, reservations or limitations of any nature) or encumbrances whatsoever (collectively, "Liens") other than Permitted Liens. (c) Copies of all Consents to the transfer, assignment or sublease to Transferee of each Acquired Asset that requires such Consent, including, without limitation, orders or approvals of each Governmental Authority required as shown on Schedule 1.3(a) under the heading “Regulatory Approvals”. (d) The Officer's Certificate (as defined in Section 6.1(e)) required by Section 6.1(e). (e) Special Warranty Deeds (the "Deed") in recordable form and in form and substance satisfactory to Transferee conveying the Fee Property to Transferee, free and clear of all Liens whatsoever except for Permitted Liens (as defined in Section 5.1(c)). (f) Releases, including, without limitation, termination statements under the Uniform Commercial Code of any financing statements filed against any Acquired Assets, evidencing discharge, removal and termination of all Liens, if any, to which the Acquired Assets are subject (other than Liens relating to Assumed Indebtedness identified on Schedule 2.1(a)) in connection with the indebtedness described in Schedule 4.2(f) (Existing Indebtedness to be Discharged by Closing) which releases shall be effective at or prior to the Closing. (g) FIRPTA Affidavit (a Non-Foreign Person Affidavit as required by Section 1445 of the Internal Revenue Code of 1986, as amended). (h) Such other deeds, endorsements, assignments, affidavits, and other good and sufficient instruments of assignment, conveyance and transfer in form and substance satisfactory to Transferee, as are required to effectively vest in Transferee good and marketable title in and to all of the Acquired Assets, free and clear of any and all Liens other than Permitted Liens.

Documents to be Delivered by Transferor. At the Closing, Transferor shall deliver to Transferee. (a) Copies of the resolutions of the Boards of Directors of Transferor authorizing and approving this Agreement and all other transactions and agreements contemplated hereby certified by the respective corporate Secretaries or Assistant Secretaries of Transferor and Parent to be true, correct, complete and in full force and effect and unmodified as of the Closing Date. (b) An instrument transferring the Acquired Assets to Transferee, free and clear of any and all liens, equities, Claims, prior assignments, mortgages, charges, security interests, pledges, conditional sales contracts, collateral security arrangements and other title retention arrangements, restrictions (including, in the case of real property, rights of way, use restrictions, and other variances, reservations or limitations of any nature) or encumbrances whatsoever (collectively, "Liens") other than Permitted Liens. (c) Copies of all Consents to the transfer, assignment or sublease to Transferee of each Acquired Asset that requires such Consent, including, without limitation, orders or approvals of each Governmental Authority required as shown on Schedule 1.3(a) under the heading “"Regulatory Approvals”". (d) The Officer's Certificate (as defined in Section 6.1(e)) required by Section 6.1(e). (e) Special Warranty Deeds (the "Deed") in recordable form and in form and substance satisfactory to Transferee conveying the Fee Property to Transferee, free and clear of all Liens whatsoever except for Permitted Liens (as defined in Section 5.1(c)). (f) Releases, including, without limitation, termination statements under the Uniform Commercial Code of any financing statements filed against any Acquired Assets, evidencing discharge, removal and termination of all Liens, if any, to which the Acquired Assets are subject (other than Liens relating to Assumed Indebtedness identified on Schedule 2.1(a)) in connection with the indebtedness described in Schedule 4.2(f) (Existing Indebtedness to be Discharged by Closing) which releases shall be effective at or prior to the Closing. (g) FIRPTA Affidavit (a Non-Foreign Person Affidavit as required by Section 1445 of the Internal Revenue Code of 1986, as amended). (h) Such other deeds, endorsements, assignments, affidavits, and other good and sufficient instruments of assignment, conveyance and transfer in form and substance satisfactory to Transferee, as are required to effectively vest in Transferee good and marketable title in and to all of the Acquired Assets, free and clear of any and all Liens other than Permitted Liens.

Documents to be Delivered by Transferor. At the Closing, Transferor shall deliver to Transferee.Transferee and Parent (unless otherwise agreed to by the parties): (a) Copies of (i) the resolutions of the Boards of Directors of Transferor authorizing and approving this Agreement and all other transactions and agreements contemplated hereby hereby, (ii) Transferor’s Articles of Incorporation, and (iii) Transferor’s Bylaws, all certified by the respective corporate Secretaries or Assistant Secretaries of Transferor and Parent to be true, correct, complete and in full force and effect and unmodified as of the Closing Date.; (b) An instrument Instruments transferring the Acquired Transferred Assets to TransfereeTransferee and the Dividend Assets to Parent, in each case, free and clear of any and all liens, equities, Claims, prior assignments, mortgages, charges, security interests, pledges, conditional sales contracts, collateral security arrangements and other title retention arrangements, restrictions (including, in the case of real property, rights of way, use restrictions, and other variances, reservations or limitations of any nature) or encumbrances whatsoever (collectively, "“Liens") other than Permitted Liens.”); (c) Copies of all Consents to the transfer, assignment or sublease to Transferee or Parent of each Acquired Asset that requires such Consent, including, without limitation, orders or approvals of each Governmental Authority required as shown on Schedule 1.3(athe regulatory bodies referred to in Sections 1.5, 5.1(f) under the heading “Regulatory Approvals”.and 9.3 hereof; (d) The Officer's ’s Certificate (as defined in Section 6.1(e)) required by Section Sections 6.1(e) and 6.3(e).; (e) Special Warranty Deeds (the "Deed"“Deeds”) in recordable form and in form and substance satisfactory to Parent and Transferee conveying the Fee Real Property to TransfereeTransferee or Parent as the case may be, free and clear of all Liens whatsoever except for Permitted Liens (as defined in Section 5.1(c)).; (f) Releases, including, without limitation, termination statements under the Uniform Commercial Code (the “UCC”) of any financing statements filed against any Acquired Assets, evidencing discharge, removal and termination of all Liens, if any, Liens to which the Acquired Assets are subject (other than Liens relating to Assumed Indebtedness identified on Schedule 2.1(a)Indebtedness) in connection with the any indebtedness described in Schedule 4.2(f) (Existing Indebtedness to be Discharged discharged by Closing) , which releases shall be effective at or prior to the Closing.; (g) FIRPTA Affidavit (a A Non-Foreign Person Affidavit as required by Section 1445 of the Internal Revenue Code of 1986, as amendedamended (a “FIRPTA Affidavit”).; and (h) Such other deeds, endorsements, assignments, affidavits, affidavits and other good and sufficient instruments of assignment, conveyance and transfer in form and substance satisfactory to Transferee, as are required to effectively vest in Transferee or Parent, as the case may be, good and marketable title in and to all of the Acquired Assets, free and clear of any and all Liens other than Permitted Liens.

Documents to be Delivered by Transferor. At the Closing, --------------------------------------- Transferor shall deliver to Transferee.Transferee and Parent (unless otherwise agreed to by the parties): (a) Copies of (i) the resolutions of the Boards of Directors of Transferor authorizing and approving this Agreement and all other transactions and agreements contemplated hereby hereby, (ii) Transferor's Articles of Incorporation, and (iii) Transferor's Bylaws, all certified by the respective corporate Secretaries or Assistant Secretaries of Transferor and Parent to be true, correct, complete and in full force and effect and unmodified as of the Closing Date.; (b) An instrument Instruments transferring the Acquired Transferred Assets to TransfereeTransferee and the Dividend Assets to Parent, in each case, free and clear of any and all liens, equities, Claims, prior assignments, mortgages, charges, security interests, pledges, conditional sales contracts, collateral security arrangements and other title retention arrangements, restrictions (including, in the case of real property, rights of way, use restrictions, and other variances, reservations or limitations of any nature) or encumbrances whatsoever (collectively, "Liens") other than Permitted Liens.); (c) Copies of all Consents to the transfer, assignment or sublease to Transferee or Parent of each Acquired Asset that requires such Consent, including, without limitation, orders or approvals of each Governmental Authority required as shown on Schedule 1.3(athe regulatory bodies referred to in Sections 1.5, 5.1(f) under the heading “Regulatory Approvals”.and 9.3 hereof; (d) The Officer's Certificate (as defined in Section 6.1(e)) required by Section Sections 6.1(e) and 6.3(e).; (e) Special Warranty Deeds (the "DeedDeeds") in recordable form and in form and substance satisfactory to Parent and Transferee conveying the Fee Real Property to TransfereeTransferee or Parent as the case may be, free and clear of all Liens whatsoever except for Permitted Liens (as defined in Section 5.1(c)).; (f) Releases, including, without limitation, termination statements under the Uniform Commercial Code (the "UCC") of any financing statements filed against any Acquired Assets, evidencing discharge, removal and termination of all Liens, if any, Liens to which the Acquired Assets are subject (other than Liens relating to Assumed Indebtedness identified on Schedule 2.1(a)Indebtedness) in connection with the any indebtedness described in Schedule 4.2(f) (Existing Indebtedness to be Discharged discharged by Closing) , which releases shall be effective at or prior to the Closing.; (g) FIRPTA Affidavit (a A Non-Foreign Person Affidavit as required by Section 1445 of the Internal Revenue Code of 1986, as amendedamended (a "FIRPTA Affidavit").; and (h) Such other deeds, endorsements, assignments, affidavits, affidavits and other good and sufficient instruments of assignment, conveyance and transfer in form and substance satisfactory to Transferee, as are required to effectively vest in Transferee or Parent, as the case may be, good and marketable title in and to all of the Acquired Assets, free and clear of any and all Liens other than Permitted Liens.

Documents to be Delivered by Transferor. At the Closing, Transferor shall deliver to Transferee.Transferee and Parent (unless otherwise agreed to by the parties): (a) Copies of (i) the resolutions of the Boards of Directors of Transferor authorizing and approving this Agreement and all other transactions and agreements contemplated hereby hereby, (ii) Transferor's Articles of Incorporation, and (iii) Transferor's Bylaws, all certified by the respective corporate Secretaries or Assistant Secretaries of Transferor and Parent to be true, correct, complete and in full force and effect and unmodified as of the Closing Date.; (b) An instrument Instruments transferring the Acquired Transferred Assets to TransfereeTransferee and the Dividend Assets to Parent, in each case, free and clear of any and all liens, equities, Claims, prior assignments, mortgages, charges, security interests, pledges, conditional sales contracts, collateral security arrangements and other title retention arrangements, restrictions (including, in the case of real property, rights of way, use restrictions, and other variances, reservations or limitations of any nature) or encumbrances whatsoever (collectively, "Liens") other than Permitted Liens.); (c) Copies of all Consents to the transfer, assignment or sublease to Transferee or Parent of each Acquired Asset that requires such Consent, including, without limitation, orders or approvals of each Governmental Authority required as shown on Schedule 1.3(athe regulatory bodies referred to in Sections 1.5, 5.1(f) under the heading “Regulatory Approvals”.and 9.3 hereof; (d) The Officer's Certificate (as defined in Section 6.1(e)) required by Section Sections 6.1(e) and 6.3(e).; (e) Special Warranty Deeds (the "DeedDeeds") in recordable form and in form and substance satisfactory to Parent and Transferee conveying the Fee Real Property to TransfereeTransferee or Parent as the case may be, free and clear of all Liens whatsoever except for Permitted Liens (as defined in Section 5.1(c)).; (f) Releases, including, without limitation, termination statements under the Uniform Commercial Code (the "UCC") of any financing statements filed against any Acquired Assets, evidencing discharge, removal and termination of all Liens, if any, Liens to which the Acquired Assets are subject (other than Liens relating to Assumed Indebtedness identified on Schedule 2.1(a)Indebtedness) in connection with the any indebtedness described in Schedule 4.2(f) (Existing Indebtedness to be Discharged discharged by Closing) , which releases shall be effective at or prior to the Closing.; (g) FIRPTA Affidavit (a A Non-Foreign Person Affidavit as required by Section 1445 of the Internal Revenue Code of 1986, as amendedamended (a "FIRPTA Affidavit").; and (h) Such other deeds, endorsements, assignments, affidavits, affidavits and other good and sufficient instruments of assignment, conveyance and transfer in form and substance satisfactory to Transferee, as are required to effectively vest in Transferee or Parent, as the case may be, good and marketable title in and to all of the Acquired Assets, free and clear of any and all Liens other than Permitted Liens.