Items to be Delivered by Seller. Seller, at Seller's sole cost and expense, has delivered to Purchaser the following items:
Items to be Delivered by Seller. At Closing, Seller shall deliver to Purchaser the following items, each of which shall be in form and substance reasonably satisfactory to Purchaser:
i. An Assignment and Assumption of Membership Interest, assigning to Purchaser all of Seller’s membership rights, title and interest in and to the Company, fully and duly executed by Seller;
ii. An Assumption and Payment Agreement, pursuant to which Seller assumes and agrees to pay the Obligations and to hold Purchaser and the Company harmless therefrom;
iii. Resignation of Seller as Manager, Member, and tax matters partner of the Company, fully and duly executed by Seller;
iv. Amendments of the Articles of Organization and/or Operating Agreement of the Company, to the extent required by Purchaser, fully and duly executed by Seller;
v. Such affidavits, resolutions, indemnities, and other documentation as shall be reasonably required by Purchaser or its counsel which shall confirm that this transaction and the execution and delivery of all required documents by Seller and/or the Company are duly authorized; and
vi. The actual, exclusive, full and complete physical possession of the assets and properties of the Company.
Items to be Delivered by Seller. Seller shall provide Purchaser with each of the following at Seller’s sole cost and expense:
(a) Within seven (7) days after the Effective Date, a current commitment for the issuance of an owner policy of title insurance to Purchaser from Xxxxxxx Title Company, Attn: Xxxxx Xxxx, 000 X Xxxxxxx Xx, Ste 103, Burleson, Texas 76028 (the “Title Company”), including true, correct and legible copies of all instruments referred to in the commitment as conditions or exceptions to title to the Land, including items listed in Schedule C of the commitment (the “Title Commitment”);
(b) Within three (3) days after the Effective Date, Seller’s existing survey of the Land, if any. Purchaser shall have the right to update or re-certify the existing survey, or obtain a new survey of the Land (the “Survey”) at Purchaser’s expense. The legal description of the Land contained in the Survey, if different from the description contained in Exhibit A, shall, subject to Purchaser’s reasonable approval, be substituted for the description of the Land contained in Exhibit A, and this Contract shall be deemed automatically amended by the substitution of the legal description of the Land contained in the Survey, as a new Exhibit A hereto; and
(c) Within three (3) days after the Effective Date, to the extent they exist, are still valid and are available, Seller agrees specifically to provide Purchaser with, and acknowledges that Purchaser shall be relying on, copies of all agreements, contracts, documents, information, data, studies and reports which affect the Property, including, but not limited to, any plans, drawings, surveys, title policies, title reports, title opinions, title documents, mortgages or deeds of trust, declarations, restrictive covenants, easements, title exceptions, inspection reports, repair reports, traffic studies, utility expense history, environmental reports, geotechnical studies, flood studies, drainage plans, zoning reports, zoning information, oil and gas leases, permits, licenses, tax statements, litigation or threatened litigation, and a written description of all oral agreements with third parties, if any, affecting the Land or the operation thereof (collectively, the “Property Documents”).
Items to be Delivered by Seller. Seller must deliver the items specified in Section 5.1 to the Purchaser within seven (7) days after the Effective Date.
Items to be Delivered by Seller. The Parties must deliver the items specified in Section 5.1 to the Purchaser within thirty (30) days after the Effective Date.
Items to be Delivered by Seller. (a) No later than two (2) Business Days prior to the scheduled Closing Date, Seller shall deliver to the Escrow Agent the following documents to be held in escrow pending Closing, in each case, duly executed by Seller or otherwise in proper form:
(i) a xxxx of sale in the form attached hereto as Exhibit A;
(ii) a Deed with respect to the Owned Real Properties;
(iii) an Assignment and Assumption Agreement in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”);
(iv) an Intellectual Property Assignment Agreement in the form attached hereto as Exhibit D;
(v) assignments of all of the Real Property Leases in a form approved by the Buyer
(vi) the Books and Records pursuant to Section 1.1(g) hereof;
(vii) a FIRPTA affidavit;
(viii) the DODO Letters of Credit;
(ix) all other documents consistent with the terms and conditions of this Agreement and reasonably required by Buyer or Title Company for Closing, including, but not limited to such other specific instruments of transfer, conveyance and assignment of the Assets as Buyer may reasonably request, and an owner’s affidavit in form and substance satisfactory to permit the issuance of an owner’s title insurance policy, including any required gap indemnity; and
(x) the Assignment of Reimbursement Claims;
(xi) a certificate, signed by a duly authorized officer of Seller and dated as of the Closing Date, confirming the satisfaction of the conditions set forth in Sections 5.1 and 5.2.
(b) At the Closing, Seller shall deliver to the Escrow Agent a settlement statement showing all components of the Purchase Price and itemizing the closing costs and prorations contemplated by this Agreement, all of which shall have been agreed by Buyer in writing executed by Seller (the “Settlement Statement”).
Items to be Delivered by Seller. At the Closing, Seller shall deliver to Purchaser:
(a) A Bill of Sale in substantially the form of Exhibit 3 hereto, an Assignmxxx and Assumption Agreement in substantially the form of Exhibit 2 hereto and such other instruments and documents as Purchaser may reasonably require as necessary or desirable for transferring, assigning and conveying to Purchaser good and marketable title to the Assets, and permitting assumption of Liabilities by Purchaser, to be transferred to Purchaser pursuant to this Agreement, all in form and substance reasonably satisfactory to Purchaser.
(b) A Bargain and Sale Deed With Covenants, in proper form for recording, conveying the Real Property to Purchaser duly executed by Seller's wholly-owned subsidiary as grantor.
(c) A master endorsement endorsing and transferring all of the promissory notes evidencing the Loans, together with assignments of mortgages and assignments of UCC-1 financing statements, assigning and transferring the collateral for the Loans.
(d) Such other documents of assignment or transfer as Purchaser may reasonably request which may be necessary to fully transfer the Loans to Purchaser.
(e) All loan files maintained by Seller with respect to each of the Loans including, without limitation, documentation files, collateral files and origination files, to the full extent maintained by Seller.
(f) Payment of amounts required to be paid by Seller under Section 3.4.
(g) An opinion of Seller's counsel, dated the Closing Date, to the effect that:
(i) Seller has duly and validly authorized, executed and delivered this Agreement, and this Agreement is the valid and binding obligation of Seller, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles;
(ii) Seller has been duly organized and is validly existing as a bank, in good standing under the laws of the State of New York, and Seller has full corporate power and authority to own or lease its properties, to conduct its banking business as now conducted and to enter into and perform its obligations under this Agreement;
(iii) Neither the execution and delivery of this Agreement nor its performance are restricted by or violate the Organization Certificate of Seller or the By-laws of Seller or any statute, regulation, rule, order or judgment;
(iv) The execution, delivery and performance of the Agree...
Items to be Delivered by Seller. Seller shall deliver to Purchaser or ------------------------------- Purchaser's agent at or immediately prior to the Closing, the following items:
Items to be Delivered by Seller. As of the date hereof, the Seller will deliver or cause to be delivered to the Buyer:
(i) to the Buyer, the Stock Certificate representing the Shares; and
(iii) to the Buyer and the Pledge Agent (as hereinafter defined), a Pledge Agreement, of even date (the "Pledge Agreement") among the Seller, the Buyer and Paul G. Goss, Esq., as pledge agent (the "Pledge Agent"), pursuanx xx xxxxx xhe Shares are pledged as collateral for the Buyer's performance under the Promissory Note.
Items to be Delivered by Seller. Seller, at Seller’s sole cost and expense, has delivered or made available in an electronic data room to Purchaser for Purchaser’s review the following items:
