Common use of Seller Closing Documents Clause in Contracts

Seller Closing Documents. On or prior to the Closing Date, Seller shall deliver, or cause to be delivered, to the Company the following documents (collectively, the "SELLER CLOSING DOCUMENTS"), duly executed by Seller and the other parties thereto (other than the Company) and in form and substance reasonably acceptable to the Company and to Seller unless the form thereof is attached hereto: (a) Bargain and Sale Deed and Assignments conveying the entire interest of the Original Venture in and to the Property to AMLLC. (b) Assignment of membership interests with respect to AMLCC, assigning Seller's interest to the Company. (c) An affidavit of the Original Venture stating its U.S. taxpayer identification number and that it is a "United States person", as defined by Sections 1445(f)(3) and 7701(b) of the Code. (d) Certificates issued by the Delaware Secretary of State, dated not more than ten (10) days prior to the Closing Date, certifying the good standing of AMLLC and the Original Venture. Copies of the Certificates of Formation of AMLLC and any amendments thereto, as of the Closing Date certified by the Secretary of State of the State of Delaware as of a date not more than ten (10) days prior to the Closing Date. (e) Originals or certified copies of the organizational documents for AMLCC and the Original Venture, Operating Agreement including operating agreements, articles of organization, by-laws, minute books and records of meetings, including all amendments thereof.

Seller Closing Documents. On or prior to the Closing Date, Seller shall deliver, or cause to be delivered, to the Company the following documents (collectively, the "SELLER CLOSING DOCUMENTS"), duly executed by Seller and the other parties thereto (other than the Company) and in form and substance reasonably acceptable to the Company and to Seller unless the form thereof is attached hereto: (a) Bargain and Sale Deed and Assignments conveying the entire interest of the Original Venture in and to the Property to AMLLC. (b) Assignment or assignments of membership interests interest with respect to AMLCCNCI, NCII and NC, assigning Seller's interest Interest from Seller to the Company. (cb) An affidavit of the Original Venture Seller stating its U.S. taxpayer identification number and that it is a "United States person", as defined by Sections 1445(f)(3) and 7701(b) of the Code. (c) Such certificates as the Company may reasonably request as to the authorization on the part of Seller of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Seller Closing Documents on behalf of Seller. (d) Certificates issued by the Delaware Secretary of State, dated not more than ten (10) days prior to the Closing Date, certifying the good standing of AMLLC Seller and the Original Venture. Copies general partner(s) of the Certificates of Formation of AMLLC and any amendments theretoSeller, as of the Closing Date certified by the Secretary of State of the State of Delaware as of a date not more than ten (10) days prior to the Closing Daterespectively. (e) Originals or certified copies of the organizational documents for AMLCC and the Original Existing Venture, Operating Agreement NC, NCI and NCII, including partnership agreements, operating agreements, articles of organization, by-laws, minute books and records of meetings, including all amendments thereof.

Seller Closing Documents. On or prior to the Closing Date, Seller shall deliver, or cause to be delivered, to the Company the following documents (collectively, the "SELLER CLOSING DOCUMENTS"), duly executed by Seller and the other parties thereto (other than the Company) and in form and substance reasonably acceptable to the Company and to Seller unless the form thereof is attached hereto: (a) Bargain and Sale Deed and Assignments conveying the entire interest of the Original Venture in and to the Property to AMLLC. (b) Assignment or assignments of membership interests interest with respect to AMLCCSMLLC, together with an assignment of Seller's interest as a limited partner in the Existing Venture, assigning Seller's interest Interest from Seller to the Company. (cb) An affidavit of the Original Venture Seller stating its U.S. taxpayer identification number and that it is a "United States person", as defined by Sections 1445(f)(3) and 7701(b) of the Code. (c) Such certificates as the Company may reasonably request as to the authorization on the part of Seller of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Seller Closing Documents on behalf of Seller. (d) Certificates issued by the Delaware Secretary of State, dated not more than ten (10) days prior to the Closing Date, certifying the good standing of AMLLC Seller and the Original Venture. Copies general partner(s) of the Certificates of Formation of AMLLC and any amendments theretoSeller, as of the Closing Date certified by the Secretary of State of the State of Delaware as of a date not more than ten (10) days prior to the Closing Daterespectively. (e) Originals or certified copies of the organizational documents for AMLCC the Existing Venture and the Original VentureSMLLC, Operating Agreement including partnership agreements, operating agreements, articles of organization, by-laws, minute books and records of meetings, including all amendments thereof.

Seller Closing Documents. On or prior to the Closing Date, Seller shall deliver, or cause to be delivered, to the Company the following documents (collectively, the "SELLER CLOSING DOCUMENTS"), duly executed by Seller and the other parties thereto (other than the Company) and in form and substance reasonably acceptable to the Company and to Seller unless the form thereof is attached hereto: (a) Bargain Assignment or assignments of partnership interest with respect to ASM and Sale Deed ASMII, and Assignments conveying the entire interest of the Original Venture in and to the Property to AMLLC. (b) Assignment assignment of membership interests with respect to AMLCCASMLLC, assigning Seller's interest Interest from Seller to the Company. (cb) An affidavit of the Original Venture Seller stating its U.S. taxpayer identification number and that it is a "United States person", as defined by Sections 1445(f)(3) and 7701(b) of the Code. (c) Such certificates as the Company may reasonably request as to the authorization on the part of Seller of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Seller Closing Documents on behalf of Seller. (d) Certificates issued by the Delaware Secretary of State, dated not more than ten (10) days prior to the Closing Date, certifying the good standing of AMLLC Seller and the Original Venture. Copies general partner(s) of the Certificates of Formation of AMLLC and any amendments theretoSeller, as of the Closing Date certified by the Secretary of State of the State of Delaware as of a date not more than ten (10) days prior to the Closing Daterespectively. (e) Originals or certified copies of the organizational documents for AMLCC and the Original Existing Venture, Operating Agreement ASM, ASMII and ASMLLC, including partnership agreements, operating agreements, articles of organization, by-laws, minute books and records of meetings, including all amendments thereof.