Owner's Deliveries. Upon commencement of this Agreement Owner shall promptly furnish Manager with all documents and records required for the management of Property, including but not limited to all then existing: leases, rental agreements, amendments and correspondence related thereto; the status of rental payments, mortgage loan information and payments instructions, copies of service contracts in effect, and all applicable insurance policies.
Owner's Deliveries. At the Closing, the Owners shall deliver the following to the Acquirer in addition to all other items required to be delivered to the Acquirer by the Owners:
(a) Company Interest Certificates. If the Company Interests are certificated, certificates issued by the Company to the Owners representing all the issued and outstanding Company Interests duly endorsed in blank.
(b) Execution of the Partnership Agreement. Signature pages of the Partnership Agreement (which Partnership Agreement shall be in substantially the form attached hereto as Exhibit D) duly executed by the Contributor (or its designee), as limited partner.
Owner's Deliveries. At the Closing, the Owners shall deliver the following to the Acquirer in addition to all other items required to be delivered to the Acquirer by the Owners:
(a) Company Interest Certificates. If the Company Interests are certificated, certificates issued by the Company to the Owners representing all the issued and outstanding Company Interests duly endorsed in blank.
Owner's Deliveries. Owner Parties shall have delivered to or for the benefit of Company, on or before the Closing Date, all of the deliveries required of Owner Parties pursuant to Sections 7.2 and 7.4 of this Agreement.
Owner's Deliveries. At the Closing, Owners shall cause Owner Parties to deliver to Company Parties all of the following:
(a) A certificate of the Owners updating the representations and warranties set forth in Article III of this Agreement as true and correct in all material respects as of the Closing Date.
(b) Deeds or Assignments of Ground Lease, as applicable, with respect to each Acquired Property (subject to such changes as are required by Applicable Law, local recording requirements and/or customary real estate practices in the jurisdiction(s) in which such Acquired Property is located, provided the substantive terms and provisions of the Deed or Assignment of Ground Lease are not modified as a result of any such changes), in recordable form, duly executed and acknowledged by the appropriate Partnership.
(c) Bills of Sale for each Acquired Property, duly executed by the appropriate Partnership.
(d) Assignment Agreements for each Acquired Property, duly executed by the appropriate Partnership.
Owner's Deliveries. Owner shall have delivered to or for the benefit of Purchaser, on or before the Closing Date, all of the documents required of Owner pursuant to Sections 7.2(a) and 7.4 hereof.
Owner's Deliveries. (a) At the Closing, Wyndham or Owner shall deliver or shall cause Operating Lessee or Wyndham Manager to deliver, as applicable, to Escrow Agent all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged and/or sworn, on behalf of each of Wyndham, Owner, Operating Lessee and/or Wyndham Manager, as applicable, and shall be dated effective as of the Closing Date:
(1) Deed.
(2) The Xxxx of Sale.
(3) The Assignment and Assumption Agreement.
(4) The Assignment of Occupancy Agreement.
(5) The Assignment of Ground Lease.
(6) The New Wyndham License Agreement for the Hotel(s) identified on Schedule 11 attached hereto.
(7) FIRPTA Certificate.
(8) A certificate representing (which representation shall be deemed a representation made pursuant to and contained in and subject to Article III hereof and shall be subject to the limitations on survival and remedies set forth in Section 9.6 hereof) that all of the representations and warranties set forth in Article III hereof are true and correct in all material respects as of the Closing Date as if then made, subject to matters disclosed in such certificate in addition to any matters set forth in the Disclosure Schedule (and except for untruths or inaccuracies of which Purchaser has knowledge as of the Effective Date, which shall be deemed waived by Purchaser).
(9) Any other documents or instruments specifically required by this Agreement.
(b) Promptly after Closing, Wyndham and Owner shall, and shall cause Operating Lessee or Wyndham Manager, to deliver to Purchaser or make available to Purchaser at the Hotel, to the extent in Wyndham’s, Owner’s, Operating Lessee’s or Wyndham Manager’s possession or control, or with respect to Hotels managed by a Third Party Manager, to the extent that such Third Party Manager agrees to make it available upon Wyndham’s request:
(1) all original Warranties and Guarantees, Operating Agreements, Leased Property Agreements, Occupancy Agreements, and Off-Site Facility Agreements in Transferor Parties’ possession or control.
(2) to the extent assumed by Purchaser at Closing, all original Third Party Management Agreements.
(3) information regarding each Hotel Employee whose employment is to be continued by Purchaser’s manager, as to salaries and duties and length of service, the date to which such Hotel Employee has been paid, accrued but unpaid sick leave, vacation pay, salary, wages, bonuses, profit sharing, pension, health and welfare ben...
Owner's Deliveries. Prior to the Close of Escrow as to the Property pursuant to the Option or Early Repurchase Option, Owner shall deposit or cause to be deposited into Escrow for delivery to City at closing the following:
a. A duly executed and acknowledged xxxxx deed(s) in a form satisfactory to City;
b. The ALTA Title Policy insuring fee title to the Property in the full amount of the applicable Purchase Price.
Owner's Deliveries. At least one (1) Business Day immediately prior to the Closing Date, unless an earlier date for delivery is required under the terms of this Agreement, Owner shall deliver to Escrow Agent each of the items described below.
(a) Grant Deed. A grant deed substantially in the form of Exhibit "B" attached hereto and incorporated herein ("Grant Deed").
Owner's Deliveries. Owner shall have delivered to Swift Leasing at or prior to the Closing the following, all of which shall be in a form reasonably satisfactory to Swift Leasing and its counsel such instruments of title, such bills of sale, deeds and assignments with covenants of warranty as to title, assignments, endorsements, leases and other good and sufficient instruments and documents of conveyance, transfer or lease (as applicable), in form reasonably satisfactory to Swift Leasing and its counsel, as shall be necessary and effective to transfer and assign to, and vest in, Swift Leasing (i) good and valid title in and to the Rolling Stock acquired by Purchase, free and clear of all taxes, liens, mortgages, and encumbrances as provided herein; or (ii) a good and valid leasehold interest in the Rolling Stock to be leased by Swift Leasing. In the event an Owner elects the Damage Deduction as provided in Section 4.2, the bill of sale to be utilxxxx for such conveyance shall be identical to Exhibit B attached hereto. In the event an Owner elects the Fixed Deduction, pursuant to Section 4.3, the bill of sale to be utilixxx for such conveyance shall be identical to Exhibit C.
