Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the legal documents and other items (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following:
(a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B;
(b) A tax protection agreement, in the form attached hereto as Exhibit H;
(c) The OP Agreement in the form attached hereto as Appendix C;
(d) The Amendment, OP Unit Certificates and/or other evidence of the transfer of OP Units to the Contributors and the subsequent transfer by each such Contributor of the OP Units to be sold by such Contributor to the Company as provided by Section 1.3;
(e) An affidavit from each Contributor stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code;
(f) An IRS Form W-9 from each Contributor;
(g) Any other documents that are in the possession of any Contributor or their affiliates which are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Interests free and clear of all Liens and effectuate the transactions contemplated hereby;
(h) The Operating Partnership and the Company, on the one hand, and each Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and
(i) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxx...
Pre-Closing Deliveries. At least five Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a written statement (“Estimated Closing Statement”) setting forth in reasonable detail (a) the Company’s good faith estimate of (i) Cash (“Estimated Cash”), (ii) Working Capital (“Estimated Working Capital”), (iii) Indebtedness (“Estimated Indebtedness”), (iv) Transaction Expenses (“Estimated Transaction Expenses”) and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation of the Initial Purchase Price, together with reasonable supporting schedules as appropriate, with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other pertinent information and reasonable access during business hours to the Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be deemed to have been timely delivered in accordance with this Section 2.3); provided that the obligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, further, that no such proposed adjustments shall in any way prejudice the process following the Closing set forth in Section 2.6.
Pre-Closing Deliveries. The Sellers and the Company shall have delivered the items, certificates and documents required by Section 1.2(b).
Pre-Closing Deliveries. 8.01 Within five (5) days after the date of this Agreement, NRGF shall deliver to HFR and MRREA, at HFR and MRREA's offices originals or true and correct copies of all:
(a) Written contracts relating to stockholders, directors, officers, employees, and agents;
(b) Written contracts relating to any agreement with a securities broker or underwriter concerning holding, selling, marketing, or otherwise buying or selling stock or other securities of NRGF;
(c) Written contracts with attorneys engaged by NRGF;
(d) Written contracts with accountants engaged by NRGF;
(e) Written contracts with any other professional or agent of NRGF not specified in subparagraphs (a) through (d) above;
(f) The current stockholder list, showing each stockholder's name, address, number of shares owned, and denomination and date of each certificate, all as of a date within five (5) days of the date of this Agreement;
(g) A transaction register from NRGF's Transfer Agent setting forth the details of all issuance's of common stock certificates, indicating in the case of each certificate the date of issuance, certificate number, number of shares, registered owner, and whether such certificate constitutes an original issuance or the transfer of outstanding stock, indicating, in the case of transfers, the number of the certificate from which such stock was transferred;
(h) All filings, notices, or other communications with the SEC and the NASD, together with copies of all communications received by NRGF;
(i) All filings, notices, or other communication from either the SEC or the NASD, with any state securities commission, state corporations commission, or similar agency, together with copies of all communication received by NRGF from any such authority;
(j) All filings with any non-United States securities commission, non-United States corporations commission, Canadian province, or similar authority; and
(k) The Certificate of Management substantially in the form as attached as Schedule "K" in regard to certain of the statements as set out herein.
8.02 Within five (5) days after the date of this Agreement, HFR and MRREA shall deliver to NRGF, at NRGF's office originals or true and correct copies of all:
(a) Written contracts relating to stockholders, directors, officers, employees, and agents;
(b) Written contracts relating to any agreement with a securities broker or underwriter concerning holding, selling, marketing, or otherwise buying or selling stock or other securities of HFR and MRR...
Pre-Closing Deliveries. At least ten (10) business days prior to the Closing Date, Home shall deliver to Cascade a statement (the “Initial Closing Statement”) setting forth (i) the Home Closing Tangible Net Worth in balance sheet format, (ii) the Final Transaction Costs and (iii) updated 280G calculations with respect to each disqualified individual, in each case with all necessary and appropriate supporting information and documentation that is satisfactory to Cascade. Home shall also update the Initial Closing Statement following its delivery, if necessary, to reflect any changes therein. In the event Cascade disputes any item in the Initial Closing Statement, the Parties shall confer in good faith to resolve any such dispute. The term “Final Closing Statement” shall mean the Initial Closing Statement, as it may be adjusted pursuant to this Section 6.16 to reflect any changes or resolve any disputes, as reasonably agreed upon by the Parties at least two (2) business days prior to the Closing Date.
Pre-Closing Deliveries. At least three (3) business days prior to the Closing Date, the Company will deliver to the Buyer (i) a certificate signed by an executive officer of the Company (the “Estimated Purchase Price Certificate”) setting forth (A) the Company’s best estimate of the Closing Cash and (B) a calculation of the Closing Purchase Price based thereon; (ii) a certificate signed by an executive officer of the Company (“Closing Indebtedness Certificate”) setting forth the amount of Closing Indebtedness and attaching each payoff letter from each holder of Closing Indebtedness (A) indicating the amount required to discharge such indebtedness at Closing, and (B) including, if such indebtedness is secured by any Liens, an obligation to release such Liens upon receipt of the stated payoff amount; (iii) a certificate signed by an executive officer of the Company (the “Sellers’ Expense Certificate”) setting forth the amount of the Sellers’ Expenses as of the Closing, the payees of such Sellers’ Expenses and wire transfer instructions for such payees; and (iv) a certificate signed by an executive officer of the Company (the “Payment Certificate”) setting forth the cash amount payable at Closing to each Seller and wire instructions therefor and the proportion in which the Stock Consideration shall be allocated to each Seller, in each case in a form reasonably acceptable to the Buyer and, upon request by the Buyer, the supporting documentation therefor.
Pre-Closing Deliveries. Seller will, within 30 days after the date of the Purchase Notice, deliver to Buyer the following:
1.11.1 A list of all leases, collocation agreements, service contracts, warranties and other contracts, agreements, warranties, and other contracts, agreements and commitments affecting the Property or its ownership, management or operation.
1.11.2 True and complete copies of all certificates of occupancy, licenses and permits required by law and issued by all governmental authorities having jurisdiction of the Property or its operation.
1.11.3 True and complete copies of any plans, specifications, surveys, architectural drawings or renderings, physical condition, environmental or other reports pertaining to the Property that are in Seller's possession or control.
Pre-Closing Deliveries. The Borrower shall have delivered to the Lender:
a. the Agreement duly executed by the Borrower; and
b. the stock in electronic form representing the Pledged Collateral. Instructions for electronic transfer of stock to Lender are as follows: Bank/Institution Name: xxxxxx DTC No.: xxxxxx Account Name: xxxxxx Account Number: xxxxxx
Pre-Closing Deliveries. The Borrower shall have delivered to the Lender:
a. the Pledge Agreement duly executed by the Borrower; and
b. the stock in electronic form representing the Pledged Collateral. Instructions for electronic transfer of stock to Lender are as follows: Name of Firm: State Street Bank DTC Code: 0987 FFC: BJ60 Account Name: Equities First Holdings, LLC Account Number: 630841
Pre-Closing Deliveries. At least three (3) Business Days prior to the Closing Date, the Seller will furnish to the Buyer (i) a certificate signed by the Seller setting forth the Seller’s estimate of the Closing Working Capital, including an itemization of the components of Closing Working Capital, (ii) a certificate signed by the Seller containing the Estimated Closing Purchase Consideration (the “Estimated Closing Purchase Consideration Certificate”), and (iii) a Schedule 2.03(iii), in form and substance reasonably satisfactory to the Buyer, (A) identifying each holder of Indebtedness, indicating the amount required to discharge in full such Indebtedness at Closing, and setting forth wire transfer instructions for each such holder, (B) identifying each payee of any portion of the Transaction Expenses, indicating the amount required to discharge in full such Transaction Expenses at Closing, and setting forth wire transfer instructions for each such payee (other than the Seller), (C) setting forth wire transfer instruction for the Seller (for amounts payable to the Seller), and (D) setting forth wire transfer instructions for the Escrow Agent.
