Seller Deliveries Clause Samples

Seller Deliveries. Seller shall have tendered for delivery or caused to be tendered for delivery to Purchaser the items set forth in Section 2.2(a).

Seller Deliveries. At Closing, Seller shall deliver to Buyer the following: (1) Duly executed deeds and all other instruments of conveyance as may be necessary to sell, transfer, assign and convey all right, title and interest in and to the Premises to Buyer; (2) A duly executed ▇▇▇▇ of sale in substantially the form of Exhibit A attached hereto pursuant to which the Personal Property shall be transferred to Buyer; (3) Rights to possession of the Assigned Contracts, Required Consents and other written agreements, contracts, leases and other documentation that relate to the Assets and Liabilities and the Safe Deposit Agreements; (4) Rights to possession of the Loan Files and Loan Documents and the collateral security held by Seller as security for any Assigned Loan, with physical possession of such as provided for in Section 6(c); (5) Certified copies of resolutions of Seller’s board of directors authorizing the execution and delivery of this Agreement (6) Copies of the Records; (7) Such instruments of assumption of Liabilities as are required to effectively assign and transfer the obligations for the Liabilities to the Buyer and for Buyer to assume those Liabilities as provided herein, including, without limitation, an assignment and assumption agreement in substantially the form set forth on Exhibit B attached hereto with respect to the Liabilities, duly executed by Seller (the “Assignment and Assumption Agreement”); (8) A payoff letter from the FHLB and any other secured lender releasing any Liens that may exist on the Assigned Loans described on Section 9(e)(7); (9) Updated schedules of Assets and Liabilities and the Seller Disclosure Schedule as of a date mutually agreed upon by the parties; (10) Seller’s resignation as trustee or custodian, as applicable, with respect to each ▇▇▇ that represents part of the Deposit Liabilities, and designation of Buyer as successor trustee or custodian with respect thereto, as contemplated by Section 2(c); (11) The certificate of Seller’s officer required by Section 8(7); (12) The Draft Closing Statement (which shall have been furnished to Buyer prior to the Closing Date) in substantially the form of Exhibit C; (13) A certification of non-foreign status meeting the requirements of Treasury Regulation 1.1445-2(b)(2), duly executed and acknowledged substantially in the form of the sample certificates set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv); (14) The Cash On Hand; (15) The Estimated Payment Amount (if required pursuant ...

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause to be delivered, to the Acquiror Parties: (a) a counterpart of an assignment substantially in the form attached hereto as Exhibit B (the “Assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller; (b) a counterpart of a registration rights agreement, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by Seller; (c) a certificate duly executed by the Secretary or an Assistant Secretary of Seller, dated as of the Closing Date, in customary form, attesting to the resolutions of the board of managers of Seller authorizing the execution and delivery of the Transaction Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate duly executed by an executive officer of Seller, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 7.2(a) and (b), have been satisfied in all respects; (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Seller; (f) a certificate, duly executed and acknowledged by Seller dated as of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; and (g) duly executed letters of resignation or evidence of removal, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6.

Seller Deliveries. At the Closing, Seller shall deliver to Purchaser: (a) Special or limited warranty deeds (warranting against claims by Seller and all Persons claiming by, through or under Seller) and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in and to the Owned Real Property to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be reasonably agreed upon by Seller and Purchaser; (b) A ▇▇▇▇ of sale in substantially the form of Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser; (c) An assignment and assumption agreement in substantially the form of Exhibit 3.5(c), with respect to the Assumed Liabilities, except for Loans as contemplated by Section 3.5(i) (the “Assignment and Assumption Agreement”), which, among other things, shall assign Seller’s interest in the Safe Deposit Agreements and the Deposits; (d) Lease assignment and assumption agreements, in recordable form with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Exhibit 3.5(d), with respect to each of the Branch Leases (the “Branch Lease Assignments”); (e) Assignment and assumption agreements in substantially the form of Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”); (f) The certificate required to be delivered by Seller pursuant to Section 9.1(e); (g) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an ▇▇▇ and designation of Purchaser as successor trustee or custodian with respect thereto; (h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B); (i) An executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of...

Seller Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following: (i) the duly executed Note; (ii) the duly executed Registration Rights Agreement; and (iii) copies of any consents necessary to effectuate this Agreement and to consummate the transactions contemplated hereby.

Seller Deliveries. Seller shall use its reasonable, good faith efforts to deliver to Purchaser or make available at the Property, at Seller's option, all of the items specified on Exhibit B, attached hereto (the "Documents"), within five (5) days after the Effective Date; provided, however, except as otherwise expressly set forth in Section 7.1 hereof, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in such documents, if any, relating to the Property. Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. Notwithstanding anything contained in the preceding sentence, Seller shall not deliver or make available to Purchaser Seller's internal memoranda, attorney-client privileged materials, internal appraisals and economic evaluations of the Property, and reports regarding the Property prepared by Seller or its affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Documents that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Other than as may be required by law, Purchaser agrees not to disclose such non-public Documents, or any of the provisions, terms or conditions thereof, to any party outside of Purchaser's organization other than its agents, consultants, representatives and lenders, and its and their legal counsel. Purchaser shall return all of the Documents, on or before three (3) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reason. This Section 5.3 shall survive any termination of this Agreement without limitation.

Seller Deliveries. On or prior to the Closing Date, Seller shall deliver to Escrow Agent the following: 7.2.1. A special warranty deed (the “Deed”) to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form attached hereto as Exhibit E. 7.2.2. A ▇▇▇▇ of sale for the Personalty from Seller, substantially in the form attached hereto as Exhibit F, duly executed by Seller. 7.2.3. An assignment and assumption of Leases, Contracts and Security Deposits (the “Assignment and Assumption of Leases, Contracts and Security Deposits”) from Seller, substantially in the form attached hereto as Exhibit G, duly executed by Seller. 7.2.4. An assignment of the Intangible Property (the “Assignment of Intangible Property”) from Seller, substantially in the form attached hereto as Exhibit H, duly executed by Seller. 7.2.5. A notice to tenants (the “Tenant Notice Letter”) from Seller advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing, substantially in the form attached hereto as Exhibit I, duly executed by Seller. 7.2.6. An owner’s affidavit and, if requested by Buyer’s title insurer, a gap indemnity agreement reasonably acceptable to Seller, sufficient for the Buyer’s title insurer to issue, without extra charge, an owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenants) prior to Closing, or for rights of parties in possession other than pursuant to the Leases, or for defects, liens or encumbrances which might arise in the period between the date and time of the last title update respecting the Property and the earlier of (x) the date and time of recordation of the Deed, and (y) the date which is five (5) days following the Closing. 7.2.7. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended, in the form of Exhibit J, duly executed by Seller. 7.2.8. A certification by Seller substantially in the form attached hereto as Exhibit K that all representations and warranties made by Seller in Article 3 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate. 7.2.9. An assignment of Ground Lease (the “Assignment of Ground Lease”) from Seller, substantially in the form attached hereto as Exhibit L, duly executed by Seller. 7.2.10. A...

Seller Deliveries. No later than one (1) business day prior to the Closing Date (or such earlier date as is specified in any subsection below), the applicable Seller shall deliver to Escrow Holder the following (and subject to Buyer’s right to direct Seller to assign all or any portion of this Agreement and/or convey all or any portion of the Property (as permitted under Section 14 of this Agreement):

Seller Deliveries. At Closing, Seller shall deliver to Buyer the following, and it shall be a condition to Buyer's obligation to close that Seller shall have delivered the same to Buyer: