Seller Closing Obligations. At the Closing, the Sellers shall deliver, or cause to be delivered, to Purchaser the following:
(a) a counterpart, executed by Fox OP, of an Assignment of Membership Interests, evidencing the assignment and transfer to Purchaser of the Transferred Interests owned by Fox OP, together with any membership interest certificates representing such Transferred Interests, together with an endorsement executed by Fox OP evidencing the sale, assignment and transfer of the Transferred Interests from Fox OP to Purchaser;
(b) a counterpart, executed by Fox River, of an Assignment of Membership Interests, evidencing the assignment and transfer to Purchaser of the Transferred Interests owned by Fox River, together with any membership interest certificates representing such Transferred Interests, together with an endorsement executed by Fox River evidencing the sale, assignment and transfer of the Transferred Interests from Fox River to Purchaser;
(c) a certificate of each Seller, dated as of the Closing Date, signed by an authorized person of such Seller, certifying that the conditions set forth in Section 9.02(a) have been fulfilled;
(d) the CSA Management Agreement, signed by the GE Parent, in the case of Fox OP, and signed by the Tyr Parent, in the case of Fox River;
(e) (A) a certificate of active status of the Company certified as of a recent date by the Wisconsin Department of Financial Institutions, (B) a good standing certificate of Fox OP certified as of a recent date by its respective Secretary of State or equivalent state regulatory authority, (C) ) a good standing certificate of general partner of Fox OP certified as of a recent date by its respective Secretary of State or equivalent state regulatory authority, (D) a good standing certificate of Fox River certified as of a recent date by its respective Secretary of State or equivalent state regulatory authority, in the case of Fox River, (E) a copy of certificate of formation of the Company certified as of a recent date by the Wisconsin Department of Financial Institutions and (E) a copy of the Organizational Documents of the Company certified as of the Closing Date by an authorized person of the Company;
(f) the GE Parent [CONFIDENTIAL TREATMENT REQUESTED] Letter Agreement, duly executed by GE Parent;
(g) the Tyr Parent [CONFIDENTIAL TREATMENT REQUESTED] Letter Agreement, duly executed by Tyr Parent; CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS...
Seller Closing Obligations. (a) At Closing, the Seller shall deliver to the Buyer each of the following agreements, duly executed:
(i) the Warrant Agreements, duly executed by the relevant individuals;
(ii) the Registration Rights Agreement;
(iii) the Escrow Agreement;
(iv) the Management Agreements, duly executed by the Company and the relevant individual;
(b) At Closing, the Seller shall procure delivery to the Buyer of:
(i) executed stock transfer forms of the Shares in favour of Buyer together with the share certificates for the Shares (or in the case of any lost certificate an indemnity in relation to it);
(ii) a power of attorney by the registered holder of the Shares that is in Agreed Form and which enables the Buyer to attend and vote at general meetings of the Company;
(iii) the resignations as deeds in the Agreed Form of Xxx Xxxxxx Xxxxxxx as secretary of the Company;
(iv) a copy of the bank mandates of the Company and copies of bank statements in respect of each account of the Company as at the close of business on the last Business Day prior to Closing, together in each case with a reconciliation statement prepared by the Company to show the position at Closing (listing unpresented cheques drawn or received by the Company and standing orders payable since the date of such bank statements);
(c) At Closing, the Seller shall procure the holding by the Company of a board meeting covering the following matters and provide the Buyer with minutes (certified by a duly appointed director as being true and correct) showing that:
(i) the transfers of the Shares is approved (subject to stamping if not previously effected) for registration in the books of the Company;
(ii) the resignation of secretary of the Company is approved;
(iii) such persons as are nominated by Buyer as directors and secretary of the Company be appointed with effect from the end of the relevant board meeting;
(iv) any amendments to the authorities to the bankers of the Company relating to bank accounts as may be nominated by the Buyer is approved;
(v) approval by the Company of any Documents to which it is a party.
(d) At Closing, the Seller shall procure that the shareholders of the Company adopt new articles of association as provided by the Buyer and provide the Buyer with a copy of the resolution (certified by a duly appointed director as being true and correct).
(e) The Seller hereby conveys, gives, grants, assigns and transfers to the Company by deed and at no cost, effective as at Closing, (i) any and all...
Seller Closing Obligations. At the Closing, the Seller shall deliver to the Parent or otherwise take the following actions, any of which may be waived by the Parent in the Parent’s sole discretion.
Seller Closing Obligations. At the Closing, Seller will deliver the following to Buyer: (a) the Deed signed by Seller; (b) possession of the Property; and (c) a commitment from Title Company to issue the Title Insurance to Buyer.
Seller Closing Obligations. At the Closing, provided that all of the conditions set forth in Sections 7.1 and 7.3 have been satisfied or waived, in exchange for Purchasers’ performance of its Closing obligations as provided in Section 8.3, Seller shall deliver to Purchasers a written request (kabunushi-meibo kakikae seikyusho) for the registration of the transfer in shareholders’ registry in the name and for the benefit of Honda and Nissin evidencing the legal ownership of the VNBJ Shares.
Seller Closing Obligations. On or before the Closing Date, Seller shall deliver the following documents to Escrow Agent relating to the Facility (“Closing Documents”):
(i) One (1) original executed Special Warranty Deed for each Facility, in recordable form;
(ii) Two (2) original executed counterparts of the Assignment of Lease (the “Assignment of Lease”);
(iii) Two (2) original executed counterparts of the bxxx of sale for the Personal Property (“Bxxx of Sale”), and an assignment of Seller’s interest in the Intangibles (“Assignment of Intangible Property”);
(iv) One (1) original executed certificate executed by Seller confirming that Seller’s representations and warranties continue to be true and correct in all material respects, or stating how such representations and warranties are no longer true and correct (“Seller’s Confirmation”); and
(v) Two (2) original executed counterparts of each of the FIRPTA Certificate, escrow agreements and other documents required by the Title Company in connection with the transactions contemplated by this Agreement (collectively, the “Title Company Documents”).
Seller Closing Obligations. At the Closing, Seller shall deliver to Buyer the various certificates, instruments and documents referred to in Section 8.1.
Seller Closing Obligations. At the Closing, Seller will deliver the following to Buyer: (a) the Warranty Deed; (b) a certified check signed by Seller for any prorated expenses (to the extent pro-rations are made at the Closing); (c) the Closing Documents; (d) possession of the Property, subject to the tenancies created under the Commercial Leases; (e) a commitment from Title Company to issue the Title Insurance to Buyer; (f) Estoppel Certificates; (f) the Commercial Leases; and (g) such other documents and instruments that Buyer may request for the Transaction in form and substance reasonably satisfactory to Buyer.
Seller Closing Obligations. At the Closing, Seller will deliver the following to Buyer: (a) the Warranty Deed; (b) a certified check signed by Seller for any Tenant security deposits (if any) under the Leases and any prorated expenses with respect to the Property to the extent that pro-rations may be made at the Closing; (c) a certified check signed by Seller for prorated expenses with respect to the Property, if applicable, to the extent that the prorations can be made on the Closing Date; (d) exclusive possession of the Property, except for the tenancies created under the Leases; (e) a commitment from Title Company to issue the Title Insurance to Buyer; and (f) such other consents, deeds, bills of sale, certificates of title, assignments, and other documents that Buyer and Seller mutually agree is necessary or appropriate to consummate the Transaction, in form and substance mutually and reasonably satisfactory to Buyer and Seller.
