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transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date;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. Seller shall deliver to Buyer the following:
(a) A duly executed xxxx of sale, assignment and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Existing Lease and Service Agreements) in the form of Exhibit “G” (to the extent Seller is only conveying a Designated Portion, Seller shall only convey the respective Designated Percentage in such tangible and intangible personal property);
(b) A duly executed certificate of Seller (the “Seller Closing Certificate”) in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto;
(c) A duly executed certificate of “non-foreign” status in the form of Exhibit “I” from Seller and any required state withholding or non-foreign status certificate;
(d) On the first Closing Date, a duly executed tenancy in common agreement (the “TIC Agreement”) from Seller in the form of Exhibit “J”;
(e) On the first Closing Date, a duly executed memorandum of the tenancy in common agreement (the “Memorandum of TIC Agreement”) from Seller in the form of Exhibit “K”;
(f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder;
(g) On the final Closing Date, to the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for all Improvements on the Property; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or services performed with respect to, or equipment installed in, the improvements on the Property; (iii) all keys and other access control devices for all improvements on the Property; (iv) all documents of Seller relating to the Property; (v) originals of the Existing Lease and of any correspondence or other documents amending the provisions thereof; and (vi) originals of all service agreements that will remain in effect after the Final Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property. In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of Seller which are reasonably related to such on-going operations a...
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Massachusetts Quitclaim Deeds in substantially the form of Schedule 3.5(a), pursuant to which the Owned Real Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults provided, however, that Purchaser receives a clean fee title policy upon closing;
(b) A xxxx of sale in substantially the form of Schedule 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser “AS IS”, “WHERE IS” and with all faults;
(c) An assignment and assumption agreement in substantially the form of Schedule 3.5(c) (except as otherwise required by local state law), with respect to (i) the Liabilities, (ii) the Loans and (iii) the Reimbursement Obligations (the “Assignment and Assumption Agreement”);
(d) Lease assignment and assumption agreements, in recordable form, in substantially the form of Schedule 3.5(d), with respect to each of the Branch Leases and the ATM Lease (the “Lease Assignments”);
(e) An Officer’s Certificate in substantially the form of Schedule 3.5(e);
(f) The Memorandum of Understanding;
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; and
(i) Such other documents as the parties determine are reasonably necessary to consummate the P&A Transaction as contemplated hereby.
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. At Closing, Seller shall deliver to Buyer, through the escrow administered by Escrow Agent, the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same:
7.2.1. An Assignment and Assumption Agreement (Bond Documents) from Seller, substantially in the form of Exhibit F-1, duly executed by Seller.
7.2.2. An Assignment (Bond), substantially in the form of Exhibit F-2, duly executed by Seller, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit G, duly executed by Seller.
7.2.4. An Assignment and Assumption of Leases from Seller, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at th...
Seller Deliveries. On the date of this Agreement, the Seller shall deliver to the Parent the following:
(i) all Organizational Documents of the Seller (including all amendments thereto);
(ii) all Organizational Documents of the Company (including all amendments thereto);
(iii) a unanimous written consent, or minutes of the meeting, of the Seller’s Board and the Direct Seller Shareholders authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the Seller;
(iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Company;
(v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and
(vi) complete and accurate copies of all Reorganization Documents;
(vii) all Organizational Documents of ID&T Design (including any amendments thereto);
(viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the Xxxxxxxxx Management Agreement, the Xxxxxxxxx Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent;
(ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation,
(x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxxx, and Tavecchio as Directors of the Company with effect as of immediately following the Closing,
(xi) copies of all Consents of Governmental Authoriti...
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. 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 xxxx 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. Seller has made available to Purchaser, all of the items specified on Exhibit B attached hereto (the “Documents”) but only to the extent such items are in Seller’s possession or control; 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. Subject to Seller’s representations and warranties set forth in Section 7.1 hereof and in the documents delivered by Seller at Closing, 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, roof or other physical inspection reports, 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. Prior to Closing, 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, attorneys, representatives, lenders and financial partners and their agents, consultants and representatives. Purchaser shall return all of the Documents provided by Seller to Purchaser, 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, except as provided in Section 12.1 below.
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:
