Common use of Seller Deliveries Clause in Contracts

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transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate duly executed by an executive officer of Seller, dated as of the Closing Date, in customary form, to the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.

Appears in 3 contracts

Samples: Purchase Agreement (USA Compression Holdings, LLC), Purchase Agreement (Energy Transfer Partners, L.P.), Purchase Agreement (Energy Transfer Equity, L.P.)

AutoNDA by SimpleDocs

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver or cause to be delivered, delivered to Purchaser or to the Acquiror PartiesEscrowee, as the case may be the following items executed and acknowledged by Seller, as appropriate: (a) a counterpart of an assignment substantially deed (the “Deed”) in the form attached hereto and made a part hereof as Exhibit B F. (b) an assignment and assumption of leases (the “Assignment and Assumption of InterestsLeases”), 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 and made a part hereof as Exhibit C (the “Registration Rights Agreement”), duly executed by Seller;G. (c) a certificate duly executed by xxxx of sale (the Secretary or an Assistant Secretary “Xxxx of Seller, dated as of the Closing DateSale”), in customary form, attesting to the resolutions of the board of managers of Seller authorizing the execution form attached hereto and delivery of the Transaction Documents to which Seller is made 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 part hereof as of the Closing Date;Exhibit H. (d) a certification of non-foreign status in the form attached hereto and made a part hereof as Exhibit I, and any required state certificate duly executed by that is sufficient to exempt Seller from any state withholding requirement with respect to the transactions contemplated hereby. (e) an executive officer assignment and assumption of the Assigned Contracts (the “Assignment and Assumption of Contracts”), in the form attached hereto and made a part hereof as Exhibit J. (f) all existing surveys, blueprints, drawings, plans and specifications for or with respect to the Property or any part thereof, to the extent the same are in Seller’s possession. (g) all keys to the Improvements, dated as of to the extent the same are in Seller’s possession. (h) all Leases in effect on the Closing Date, to the extent the same are in customary formSeller’s possession. (i) all Assigned Contracts, to the effect that extent the same are in Seller’s possession (all items in clauses (f) through (i) may be either delivered at Closing or left at the management office at the Property, to the extent not previously delivered to Purchaser). (j) all applicable transfer tax forms, if any. (k) such further instruments as may be required by the Title Company to record the Deed. (l) notices to each of the conditions specified tenants under the Leases (each, a “Tenant Notice”, and collectively, the “Tenant Notices”) in Section 7.2(a) the form attached hereto and (b)made a part hereof as Exhibit K, have been satisfied in advising such tenants of the sale of the Property to Purchaser and directing them to make all respects;payments to Purchaser or its designee, which Tenant Notices Purchaser shall, at Purchaser’s sole cost and expense, either mail by certified mail return receipt requested or hand-deliver to each applicable tenant. (em) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect evidence reasonably satisfactory to the valid existence Title Company respecting the due organization of Seller and good standing in the State of Delaware of Seller; (f) a certificate, duly executed due authorization and acknowledged execution by Seller dated as of this Agreement and 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 documents required to be delivered pursuant to Section 6.6hereunder. (n) if applicable, an assignment and assumption of existing financing documents (the “Assignment and Assumption of Existing Financing Documents”), in a form approved by the Existing Lender. (o) a certified rent roll updated through 12:01 a.m. on the Closing Date and in the form of the rent roll attached hereto as Exhibit M.

Appears in 3 contracts

Samples: Contract of Sale (Strategic Storage Trust, Inc.), Contract of Sale (Strategic Storage Trust, Inc.), Contract of Sale (Strategic Storage Trust, Inc.)

Seller Deliveries. At the Closing, subject Seller shall deliver to the terms and conditions of Purchaser (or as Purchaser may request or to such other Person as is entitled to receive such delivery pursuant to this Agreement, Seller shall deliver, or cause to be delivered, to the Acquiror Parties:): (a) 2.2.1 a counterpart bxxx of an assignment substantially sale in the form attached hereto as of Exhibit B 2.2.1 (the “Assignment Bxxx of InterestsSale”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller; (b) 2.2.2 the Newsprint Acquired Books and Records, which shall be delivered constructively; 2.2.3 a counterpart of a registration rights agreement, substantially special warranty deed in the form attached hereto as of Exhibit C 2.2.3 (the “Registration Rights Deed” ), duly executed by Seller; 2.2.4 the consent of Coalsales, LLC under that certain Purchase Agreement for Purchase and Sale of Coal dated as of January 1, 2007, between Seller and Coalsales, LLC; 2.2.5 a FIRPTA certificate in the form of Exhibit 2.2.5, duly executed by Seller; 2.2.6 an assignment and assumption agreement by and between Purchaser and Seller in the form of Exhibit 2.2.6 (the “Assignment and Assumption Agreement”), duly executed by Seller; (c) a certificate 2.2.7 the ONP Supply Agreement and the OCC Supply Agreement, in each case duly executed by Seller or its applicable Affiliate; 2.2.8 the Secretary or Transitional Services Agreement, duly executed by Seller; 2.2.9 required Arizona and local real estate and other filings, including an Assistant Secretary Affidavit of Property Value attached hereto as Exhibit 2.2.9 (the “Real Property Affidavit”); 2.2.10 the Stone Container Assignment, duly executed by Seller, ; 2.2.11 stock certificate(s) evidencing the Apache Shares duly endorsed in blank by Seller; 2.2.12 resignations dated as of the Closing Date, in customary formduly executed by all of the directors and officers of Apache, attesting or alternatively (but only to the extent permitted under applicable law), certified resolutions of the board shareholder or directors of managers Apache removing all directors and officers of Seller authorizing Apache and replacing them with such individuals as Purchaser may designate; 2.2.13 the execution certificate required pursuant to Section 7.2.6; 2.2.14 a duly executed release or releases, in form and delivery substance reasonably acceptable to Purchaser releasing the Newsprint Assets from the Encumbrances set forth on Schedule 2.2.14; 2.2.15 with respect to the Newsprint Water Rights, the appropriate executed assignments, requests to change well information and notifications, each in a form (i) acceptable to ADWR when supplemented by evidence of transfer of title and (ii) reasonably acceptable to Purchaser; 2.2.16 the Transaction Documents Pension Plans Assignment and Assumption Agreement, duly executed by Seller; 2.2.17 the Welfare Benefit Plans Assignment and Assumption Agreement, duly executed by Seller; 2.2.18 each Arizona Lease Assignment and Assumption Agreement, in each case together with an Arizona Lease Application Form, each duly executed and completed by Seller; 2.2.19 in form and substance reasonably satisfactory to which Seller is a party and Purchaser, all other consents or waivers from third parties to Material Contracts required to be obtained in connection with the consummation of the transactions contemplated hereby and therebyby this Agreement, and certifying that such resolutions were duly adopted and have not been rescinded the failure of which to obtain would, individually or amended as of in the Closing Date; (d) a certificate duly executed by an executive officer of Selleraggregate, dated as of the Closing Date, in customary form, be material to the effect that each of Newsprint Business or Apache after 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 CodeClosing; and (g) duly executed letters of resignation or evidence of removal2.2.20 such other agreements, effective as of the Closing, of the Resigning Directors documents and Officers instruments as are required contemplated to be delivered by Seller at the Closing pursuant to Section 6.6this Agreement.

Appears in 3 contracts

Samples: Asset and Stock Purchase Agreement (Catalyst Paper Corp), Asset and Stock Purchase Agreement (AbitibiBowater Inc.), Asset and Stock Purchase Agreement (Catalyst Paper Corp)

Seller Deliveries. At Seller shall obtain and deliver to Buyer or to Escrow Agent at the ClosingClosing the following documents (all of which shall be duly executed, and witnessed and/or notarized as necessary): (a) The Deed, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause to be delivered, to the Acquiror Parties:Permitted Title Exceptions. (ab) a counterpart of an assignment A Non-Foreign Certificate, substantially in the form attached as Exhibit G hereto. (c) The Officer’s Certificate substantially in the form attached hereto as Exhibit B K. (d) The Assignment. (e) The Xxxx of Sale. (f) A Closing Statement in form and substance mutually satisfactory to Buyer and Seller (the “Assignment of InterestsClosing Statement”). (g) An affidavit of title or other affidavit customarily required of sellers by the Title Insurer to remove the standard mechanics’ liens and parties in possession exceptions from an owner’s title insurance policy which are capable of being removed by such an affidavit. (h) Such transfer tax, evidencing certificate of value or other similar documents customarily required of sellers in the conveyancecounty in which the Property is located. To the extent that the parties are required to allocate the Purchase Price among Projects for purposes of calculating transfer taxes, assignmentthe parties shall utilize the allocated values determined by Buyer, transfer except as otherwise previously agreed between Seller and delivery Buyer (and confirmed via e-mail communication between the parties) with respect to ETP LLC certain of the Subject Interests, duly executed by Seller;Projects and the allocated values assigned thereto. (bi) Such further instructions, documents and information, including, but not limited to a counterpart of a registration rights agreementForm 1099-S, as Buyer or Title Insurer may reasonably request as necessary to consummate the purchase and sale contemplated by this Agreement. (j) A notice to send to all Tenants substantially in the form attached hereto as Exhibit C H (the Registration Rights AgreementTenant Notice Letters”), duly executed by Seller;. (ck) a certificate duly executed by A notice to send to all Vendors substantially in the Secretary or an Assistant Secretary of Sellerform attached hereto as Exhibit L. (l) All Tenant Estoppel Certificates received from Tenants. (m) The Seller Estoppel Certificate, dated if applicable. (n) A current rent roll in the same substantive format as set forth in the sample rent roll attached hereto as Exhibit U, but prepared within five (5) days of the Closing DateDate and certified by Seller to be true, correct and complete, 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 material 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.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Duke Realty Corp), Purchase and Sale Agreement (Duke Realty Limited Partnership/)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver or cause to be delivereddelivered to Purchaser or deposited with Escrow Agent in the Closing Escrow to be delivered to Purchaser at Closing, to all of the Acquiror Parties:documents (each of which shall be duly executed by Seller or other Person, as applicable, and notarized, if required) and other items set forth in this Section 8.2.1 (the “Seller Closing Deliveries”), as follows:‌ (a) a counterpart of an assignment substantially A special limited warranty deed conveying the Land comprising the Main Parking Lot, to Purchaser in accordance with Section 4.5, 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 SellerB; (b) a counterpart of a registration rights agreementA special limited warranty deed, substantially conveying the Land comprising the Ancillary Parking Lot, to Purchaser in accordance with Section 4.5, in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by SellerC; (c) a certificate duly executed by A bill of sale conveying the Secretary or an Assistant Secretary of Seller, dated Personal Property (if any) located on the Main Parking Lot to Purchaser in the form attached hereto 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 DateExhibit D; (d) a certificate duly executed by an executive officer A bill of Seller, dated sale conveying the Personal Property (if any) located on the Ancillary Parking Lot to Purchaser in the form attached hereto 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 respectsExhibit E; (e) a certificate dated as A Termination of a recent date of the Secretary of State of the State of Delaware Parking Agreement with respect to the valid existence and good standing Main Parking Lot in the State of Delaware of Sellerform attached hereto as Exhibit F; (f) a certificateA Termination of Management Agreement in the form attached hereto as Exhibit G; (g) Such agreements, duly executed and acknowledged affidavits or other documents as may be reasonably requested by the Title Company from Seller dated as to issue the Title Policy; (h) All real estate transfer declaration or similar documents required under Applicable Law in connection with the conveyance of the Closing Date, Property; (i) A FIRPTA affidavit in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Seller is not a “foreign person” within the meaning of form set forth in the regulations under Section 1445 of the CodeInternal Revenue Code of 1986, as amended; (j) The Closing Statement prepared pursuant to Section 9.1; and (gk) duly executed letters of resignation or evidence of removal, effective Such other documents and instruments as of may be reasonably requested by Purchaser in order to complete the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6transaction described in this Agreement.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller the Sellers shall deliver, or cause to be delivered, to the Acquiror PartiesBuyer: (a) the Subject Interests by delivering a counterpart written instrument of an assignment substantially and evidence of the transfer thereof, in the form attached hereto as Exhibit B (the “Assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC case of the Subject InterestsSeller Common Units and the Seller Class B Units, duly executed by Sellerfrom the transfer agent of the Common Units and Class B Units, and, in the case of the Seller AMV Units, from AMV, free and clear of any Encumbrances (other than Encumbrances existing under the Partnership Agreement, the AMV Agreement or arising under applicable securities Laws); (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 the general partner of each Seller, dated as of the Closing Date, in customary form, attesting to (i) the Organizational Documents of such Seller and (ii) the resolutions of the board of managers managers, board of directors or similar governing body of such Seller authorizing the execution and delivery of the Transaction Documents to which such 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; (dc) a certificate duly executed by an executive officer of the general partner of each Seller, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 7.2(a7.02(a) and (b), have been satisfied in all respects; (ed) 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 Sellereach of the Sellers; (e) a receipt, dated as of the Closing Date, executed by the Sellers and delivered to the Buyer certifying that the Sellers have received the Purchase Price; (f) a certificate, duly executed and acknowledged by Seller the Sellers’ regarded owners, dated as of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Seller applicable transferor is not a “foreign person” within the meaning of Section 1445 of the Code; and; (g) a counterpart duly executed by AMV of the AMV Amendment, along with any consents or waivers required to effectuate the AMV Amendment, executed by GIP Eagle; (h) the GP Amendment, duly executed by AMV and the General Partner, along with any consents or waivers required to effectuate the GP Amendment, executed by the Sellers; (i) the duly executed Seller Guarantee; (j) duly executed letters of resignation or evidence of removal, effective as of the Closing, of the Resigning Directors and Officers GIP Management as are required to be delivered pursuant to Section 6.66.08; and (k) a counterpart duly executed by the Sellers and their Affiliates of the Registration Rights Assignment Agreement.

Appears in 2 contracts

Samples: Purchase Agreement (Global Infrastructure Investors II, LLC), Purchase Agreement (Williams Companies Inc)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver or cause to be delivereddelivered to Escrowee the following items executed and acknowledged by Seller, to the Acquiror Partiesas appropriate: (a) a counterpart of an assignment substantially deed (the “Deed”) in the form attached hereto as Exhibit B D. (b) an assignment and assumption of leases and contracts (the “Assignment and Assumption of InterestsLeases and Contracts”), 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 SellerE; (c) a certificate duly executed by xxxx of sale (the Secretary or an Assistant Secretary “Xxxx of Seller, dated as of the Closing DateSale”), 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 form attached hereto as of the Closing Date;Exhibit F. (d) a certification of non-foreign status in the form attached hereto as Exhibit G, and any required state certificate duly executed by an executive officer of Seller, dated as of the Closing Date, in customary form, that is sufficient to exempt Seller from any state withholding requirements with respect to the effect that each of the conditions specified in Section 7.2(a) and (b), have been satisfied in all respectstransactions contemplated hereby; (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware all existing surveys, blueprints, drawings, plans and specifications for or with respect to the valid existence and good standing Property or any part thereof, to the extent the same are in the State of Delaware of Seller’s possession; (f) a certificateall keys to the Improvements, duly executed to the extent the same are in Seller’s possession; (g) originals of all Leases and acknowledged by Seller dated as of Contracts that shall remain in effect on the Closing Date, to the extent the same are in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Seller is not a “foreign person” within Seller’s possession (all items in clauses (e) through (g) may be either delivered at Closing or left at the meaning of Section 1445 management office of the CodeProperty to the extent not previously delivered to Purchaser); (h) such further instruments as may be reasonably required by Purchaser or the Title Company to consummate the transactions hereunder; (i) notices to each of the tenants under the Leases (“Tenant Notices”) in the form attached hereto as Exhibit H duly executed by Seller, advising such tenants of the sale of the Property to Purchaser and directing them to make all payments to Purchaser or its designee, which Tenant Notices Purchaser shall, at Purchaser’s sole cost and expense, either mail by certified mail return receipt requested or hand-deliver to each applicable tenant; and (gj) duly executed letters evidence reasonably satisfactory to the Title Company respecting the due organization of resignation or evidence Seller and the due authorization and execution by Seller of removal, effective as of this Agreement and the Closing, of the Resigning Directors and Officers as are documents required to be delivered pursuant to Section 6.6hereunder.

Appears in 2 contracts

Samples: Contract of Sale, Contract of Sale (Bebe Stores, Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, The Seller shall deliver, deliver the following documents or cause to be delivered, to the Acquiror Partiesitems at each Closing: (ai) a special warranty deed (a “Deed”) for each Property being transferred in substantially the form of Exhibits E-1, E-2, or E-3 hereto, as applicable, duly executed by the Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer whatever rights in the Property the Seller has acquired subject only to the Permitted Exceptions; (ii) the Assignment of Leases for each Property being transferred duly executed in counterpart by the Seller; (iii) a xxxx of sale (a “Xxxx of Sale”) for each Property being transferred duly executed by the Seller in substantially the form of Exhibit F hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the Seller which are currently located upon or attached to the Property or are to be transferred to Buyer pursuant to this Agreement; (iv) the Assignment of Contracts for each Property being transferred duly executed in counterpart by the Seller; (v) an assignment of all warranties, permits, licenses and other Asset Related Property for each Property being transferred in the form of Exhibit G attached hereto (an “Assignment of Asset-Related Property”); (vi) the Assignment of Warranties and Permits for each Property being transferred duly executed by the Seller; (vii) all keys and access control devices/system components to each Property being transferred which are in the Seller's or any Seller-Related Entities' possession or control; (viii) a title affidavit, substantially in the form attached hereto as Exhibit B H hereto (the “Assignment of InterestsTitle Affidavit”), evidencing ; (ix) the conveyance, assignment, transfer and delivery to ETP LLC of the Subject InterestsClosing Statement, duly executed by Seller; (bx) a counterpart of a registration rights agreement, substantially closing certificate in the form attached hereto as of Exhibit C (the “Registration Rights Agreement”), duly executed by SellerI; (cxi) a certificate duly executed by and sworn Secretary's Certificate from Seller (or the Secretary or an Assistant Secretary general partners of Seller, dated as where appropriate) certifying that Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the Closing Datetransactions contemplated hereby and that such authorization has not been revoked, in customary formmodified or amended; (xii) an executed and acknowledged Incumbency Certificate from Seller (or the managers or the general partners of Seller, attesting where appropriate) certifying the authority of the officers of Seller (or the managers or the general partner of Seller, where appropriate) to execute this Agreement and the other documents delivered by Seller to the resolutions Buyer at the Closing; (xiii) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of the board all state or local real property transfer taxes that are payable or arise as a result 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 by this Agreement, in each case, as prepared 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; (fxiv) a certificate, duly executed and acknowledged by Seller dated as of an affidavit that 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 the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit J hereto; (xv) such other assignments, instruments of transfer, and other documents as the Buyer may reasonably require in order to complete the transactions contemplated hereunder; (xvi) originals or copies of certificates of occupancy and any other permits, licenses and easements relating to the Property and originals or copies of all Property plans, in each case to the extent in Seller's possession or control; (xvii) evidence of the Codetermination of the management agreement currently affecting the Properties then being transferred effective on or before Closing; (xviii) an executed letter addressed to the tenants, advising of the sale of the Property and directing that, after the Closing, all rent and other amounts due from tenant and all future correspondence relating to the applicable Tenant Lease should be sent to Buyer (provided, however, that such letter shall not be sent to the tenants until after the Closing) in the form attached hereto as Exhibit K; (xix) an updated Rent Roll of each Property, which shall include an aged accounts receivable list, together with a certificate signed by an authorized officer of Seller, dated as of the Closing Date, certifying that such Rent Roll is true, complete and accurate; (xx) Copies of all files and records in Seller's possession or control relating to the construction, operation and maintenance of each Property; (xxi) Originals of each of the Leases and Assumed Contracts (if any), to the extent in Seller's or any Seller-Related Entities' possession or control; and (gxxii) duly executed letters of resignation or evidence of removal, effective as for the Closing of the Closing, sale of the Resigning Directors Xxxxxxxx Property only, an assignment and Officers assumption of the Xxxxxxxx Loan Documents in the form required by the Xxxxxxxx Loan Documents (or otherwise required by the applicable lender of the Xxxxxxxx Loan); (xxiii) for the Closing of each Construction Project, a Punchlist Holdback Agreement in substantially the form of Exhibit N, if applicable; and (xxiv) for the Closing of each Construction Project, a GC Warranty executed by the applicable General Contractor substantially the form of Exhibit R. (b) In the event any Asset-Related Property is not assignable (such as are required a letter of credit that is not transferable), the Seller shall use commercially reasonable efforts to be delivered pursuant provide the Buyer, at no cost to Section 6.6the Seller, with the economic benefits of such property by enforcing such property (solely at the Buyer's direction) for the benefit and at the expense of the Buyer; such obligation to survive the Closing indefinitely.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Associated Estates Realty Corp), Purchase and Sale Agreement (Associated Estates Realty Corp)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller the Sellers shall deliver, or cause to be delivered, to the Acquiror PartiesBuyer: (a) the Subject Interests by delivering a counterpart written instrument of an assignment substantially and evidence of the transfer thereof, in the form attached hereto as Exhibit B (the “Assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC case of the Subject InterestsSeller Subordinated Units, duly executed by Sellerfrom the transfer agent of the Subordinated Units, and, in the case of the Seller AMV Units, from AMV, free and clear of any Encumbrances (other than Encumbrances existing under the Partnership Agreement, the AMV LLC Agreement or those arising under applicable securities Laws); (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 the general partner of each Seller, dated as of the Closing Date, in customary form, attesting to (i) the Organizational Documents of such Seller and (ii) the resolutions of the board of managers managers, board of directors or similar governing body of such Seller authorizing the execution and delivery of the Transaction Documents to which such 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; (dc) a certificate duly executed by an executive officer of the general partner of each Seller, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 7.2(a7.02(a) and (b), have been satisfied in all respects; (d) evidence of the designation, effective as of the Closing, to the board of directors of the General Partner and the board of managers of AMV of those Persons the Buyer is entitled to designate pursuant to the General Partner LLC Agreement and the AMV LLC Agreement, as applicable; (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 Sellereach of the Sellers; (f) a receipt, dated as of the Closing Date, executed by the Sellers and delivered to the Buyer certifying that the Sellers have received the Purchase Price; (g) a certificate, duly executed and acknowledged by Seller the Sellers’ regarded owners, dated as of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Seller applicable transferor is not a “foreign person” within the meaning of Section 1445 of the Code; (h) a counterpart duly executed by GIP Eagle and AMV of the Fourth Amended and Restated Limited Liability Company Agreement of AMV, substantially in the form agreed to by the Parties (the “AMV LLC Agreement”); (i) the Fifth Amended and Restated Limited Liability Company Agreement of the General Partner, substantially in the form agreed to by the Parties (the “General Partner LLC Agreement”), duly executed by AMV and the General Partner; and (gj) the Seller Guarantee, duly executed letters of resignation or evidence of removalby Global Infrastructure Partners – A, effective as of the ClosingL.P., of the Resigning Directors Global Infrastructure Partners – B, L.P., and Officers as are required to be delivered pursuant to Section 6.6.Global Infrastructure Partners – C, L.P.

Appears in 2 contracts

Samples: Purchase Agreement (Williams Companies Inc), Purchase Agreement (Williams Companies Inc)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause to be delivered, to Purchaser or Textura Parent, as applicable, each of the Acquiror Partiesfollowing: (a) a counterpart A xxxx of an sale and assignment substantially in and assumption agreement for 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 Acquired Assets and the assumption of a registration rights agreement, substantially in the form attached hereto as Exhibit C Assumed Liabilities (the “Registration Rights Xxxx of Sale and Assignment Agreement”), duly executed by Seller; (b) Original instruments of assignment evidencing the assignment of the Owned Intellectual Property, in form suitable for registration, recordation or filing with any applicable Governmental Authority (the “IP Assignment Documents”), in each case duly executed by Seller; (c) a certificate Employment agreements and invention protection agreements in form and substance satisfactory to Purchaser and each of the Key Employees (the “Employment Agreements”), duly executed by each of the Key Employees; (d) A consulting agreement and invention protection agreement in form and substance satisfactory to Purchaser and the Consultant (the “Consulting Agreement”), duly executed by the Secretary or Consultant; (e) (i) Noncompetition agreements in form and substance satisfactory to Purchaser and each of the Unitholders, duly executed by each Unitholder (the “Noncompetition Agreements”) and (ii) an Assistant Secretary agreement with respect to certain other obligations, representations and acknowledgments of and by Seller, the Unitholders and each of the Other Affiliated Entities, duly executed by Seller, each Unitholder and each of the Other Affiliated Entities (other than Techra Software, Inc., which is no longer in existence) (the “Other Closing Matters Agreement”); (f) Copies of all Seller Consents; (g) A certificate of good standing for Seller from the State of Delaware dated as of within ten (10) days prior to the Closing Date, in customary form, attesting to ; (h) A certificate from the secretary of Seller certifying (i) resolutions of the board Board of managers of Seller Managers and the Unitholders approving and authorizing the execution execution, delivery and delivery performance of this Agreement and each of the Transaction Documents to which Seller is a party Related Agreements and the consummation by Seller 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; (eii) 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 Organizational Documents of Seller; (fi) a certificate, An instrument pursuant to which Seller agrees to be bound by the Textura Parent Organizational Documents in form and substance satisfactory to Textura Parent and (ii) ten (10) original stock powers in form satisfactory to Textura Parent duly executed and acknowledged in blank by Seller dated as of Seller, which Escrow Holder shall be authorized to complete, if applicable, after the Closing Dateon the terms and subject to the conditions of Section 6.1 (the “Seller Holdback Stock Powers”); (j) A statement, in accordance with the form set forth in 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 (gk) duly executed letters Such other documents and instruments of resignation transfer as Purchaser may reasonably request to evidence (or evidence of removal, effective as record with Governmental Authorities) the consummation of the Closing, of transactions contemplated by this Agreement and the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6Related Agreements.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Textura Corp), Asset Purchase Agreement (Textura Corp)

Seller Deliveries. At On the ClosingClosing Date, subject in addition to all other obligations of Seller in this Agreement which are to be performed on the terms and conditions of this AgreementClosing Date, Seller shall deliver, or cause to be delivered, to do the Acquiror Partiesfollowing: (a) Seller shall execute and deliver to Purchaser a counterpart of an assignment substantially Special Warranty Deed, in the form attached of Exhibit D-1 annexed 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) made 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 Datepart hereof, 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 certificateproper form for recording, duly executed and acknowledged so as to convey the Premises to Purchaser, subject to the Permitted Exceptions and the other objections waived by Purchaser (the “Deed”). (b) Seller dated as of shall execute, acknowledge and deliver to Purchaser the Closing Date, in accordance with Treasury Regulation Section 1.1445appropriate non-2(b)(2), certifying that Seller is not a “foreign person” within the meaning of affidavit pursuant to Section 1445 of the Internal Revenue Code, as amended, sufficient to provide an exemption under subdivision (b) thereof. (c) Seller shall execute and deliver to Purchaser a xxxx of sale, in the form of Exhibit D-2 annexed hereto and made a part hereof, transferring any Personal Property. (d) Seller shall deliver to Purchaser such documents as are reasonably requested by the Title Insurer to demonstrate that the transactions contemplated hereby have been duly authorized by all necessary organizational action of Seller (including corporate (or other appropriate entity) resolutions and incumbency certificates) and such customary affidavits, evidence and documents as may be reasonably required by the Title Insurer in order to issue so-called owner’s and lender’s title insurance policies insuring Purchaser’s title to the Premises, as relate to (i) mechanics’ or materialmen’s liens; and(ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Premises and (iv) any special assessments not yet of record; provided in no event shall Seller be required to deliver any instrument that shall impose liability upon it or require Seller to undertake any obligations or make any representations not otherwise provided for in this Agreement. (e) Seller shall deliver to Purchaser, to the extent same are in Seller’s (or any of its agent’s) possession or are under Seller (or any of its agent’s) control, originals (or if unavailable, copies) of the following documents to the extent same exclusively relate to the Premises: (i) Leases, (ii) lease files, (iii) assignable permits, licenses, building certificates (e.g., boiler certificates), warranties and/or guaranties, (iv) building specifications and plans, and surveys and reports and studies concerning building operations (as opposed to reports and studies pertaining to the initial development and construction of the Improvements), (v) maintenance logs, (vi) to the extent available, invoices and receipts required to calculate the adjustments under Article IV of this Agreement, and (vii) utility and real estate tax bills for the real estate tax fiscal year in which the Closing occurs. (f) Subject to the provisions of Section 4.2, Seller shall deliver to Purchaser the Shook Letter of Credit held by Seller as security in connection with the Shook Hardy Lease and shall execute and deliver to Purchaser such instruments and forms as shall be necessary to transfer to Purchaser the Shook Letter of Credit. (g) duly Seller shall deliver to Purchaser notice letters executed letters of resignation by Seller, in form reasonably acceptable to Purchaser and Seller, to each Tenant notifying such Tenant that Seller has transferred its interest in such Tenant’s Lease to Purchaser and directing such Tenant to pay future rent as directed by Purchaser. (h) Seller shall deliver to Purchaser keys or evidence of removalaccess cards, effective as the case may be, with respect to the Premises, tagged for identification (Purchaser acknowledges and accepts that the access cards and system for the Premises are not separate from the master system described in the Master Services Agreement). (i) Seller shall deliver the original executed counterpart of the ClosingShook Hardy Estoppel Certificate to the extent Seller may have received the same from Shook Hardy, pursuant to its request under Article XII. (j) Seller shall deliver the original executed counterpart of the Resigning Directors and Officers as are required Shook Hardy Lease Amendment to be delivered the extent Seller may have received the same from Shook Hardy, pursuant to Section 6.6its request under Article XII.

Appears in 1 contract

Samples: Sale Agreement (Hines Real Estate Investment Trust Inc)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to the Acquiror PartiesPurchaser: (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, Special warranty deeds duly executed and acknowledged by Sellerthe applicable record fee owner in recordable form for each parcel of Owned Real Property, conveying good, valid and marketable fee simple title to the Owned Real Property to Purchaser, free and clear of all Liens other than Permitted Liens; (b) a counterpart A xxxx of a registration rights agreement, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), sale duly executed by SellerSeller or its Affiliates, with respect to the Acquired Assets, each in form and substance reasonably satisfactory to Purchaser and its legal counsel; (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 An assignment 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 certificateassumption agreement, duly executed and acknowledged by Seller dated or one of its Affiliates, as applicable, in form and substance reasonably satisfactory to Purchaser, with respect to each of the Closing DateAssumed Contracts (the “Assumed Contracts Assignment”); (d) Lease assignment and assumption agreements, duly executed and acknowledged by Seller or one of its Affiliates, as applicable, and in recordable form, each in form and substance reasonably satisfactory to Purchaser and its legal counsel, with respect to each of the Branch Leases (the “Lease Assignments”); (e) Subject to the provisions of Section 7.4 hereof, such consents of landlords under the Branch Leases as shall be required pursuant to the terms of such Branch Leases to the assignment of such Branch Leases to Purchaser and any required consents of the landlords to the execution of the Lease Assignments; (f) The certificates contemplated by Section 9.1(c); (g) The Transferred Loans, duly and properly endorsed to Purchaser by Seller, together with all notes, guarantees, agreements and other evidence thereof and all collateral and security interests securing the Transferred Loans in the possession of Seller and all necessary assignments (if applicable, in accordance recordable form), endorsements and other instruments of conveyance as may be necessary under the circumstances; provided that all such assignments, endorsements and other instruments of conveyance shall be without recourse as to collection to Seller; (h) Possession of all Loan Documents in whatever form or medium (including imaged documents) and collateral in the custody of Seller, in each case, relating to the Transferred Loans; (i) Physical possession of all Acquired Assets as are capable of physical delivery; (j) An Agency Agreement, duly executed by Seller, in form and substance reasonably satisfactory to Purchaser and its legal counsel, with respect to each XXX or Xxxxx Account included in the Deposits, as contemplated by Section 2.4; (k) A certificate, in form and substance reasonably satisfactory to Purchaser, of non-foreign status pursuant to Treasury Regulation Regulations Section 1.1445-2(b)(2)) from Seller; (l) Such other deeds, certifying that bills of sale, assignments, certificates of title, Transfer Tax documents, other instruments of transfer and conveyance and other documents or certificates as may reasonably be requested by Purchaser, each in form and substance reasonably satisfactory to Purchaser and its legal counsel including such affidavits of title or other certifications as shall be reasonably required by the title insurance company insuring Purchaser’s title to the Owned Real Property; (m) Such affidavits as shall be reasonably required by the title insurance company described in Section 3.5(n) below to enable Seller is not a “foreign person” within to deliver title to the meaning of Section 1445 of the CodeOwned Real Property as required by this Agreement; and (gn) duly executed letters Title insurance policies in the face aggregate amount equal to the book value of resignation or evidence of removalthe Owned Real Property, effective as of the Closingdate hereof, issued by a title insurance company reasonably acceptable to Purchaser insuring Purchaser’s fee simple (and, if applicable, easement) interest in the Owned Real Property (subject only to the Permitted Liens), at Seller’s expense, except for any modification or endorsements thereto, which shall be paid at Purchaser’s expense; landlord estoppel certificates that Seller is able to obtain after using its reasonable best efforts and, subject to the provisions of this Agreement, such consents as may be required to effect the Resigning Directors Lease Assignments; and (o) Such other documents and Officers instruments as are required reasonably necessary to be delivered pursuant to Section 6.6consummate the P&A Transaction as contemplated hereby.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (CenterState Banks, Inc.)

Seller Deliveries. At the Closing, subject the Seller shall deliver to the terms and conditions of this Agreement, Seller shall deliver, or cause to be delivered, to Buyer the Acquiror Partiesfollowing: (a) a counterpart Bxxx of an assignment substantially Sale and Documents of Title. A duly executed Bxxx of Sale in the form attached hereto as Exhibit B (the “Assignment of Interests”3.2(a), evidencing and all other instruments of sale, assignment and transfer as are reasonably necessary or appropriate to sell, assign and transfer to the conveyanceBuyer (and to vest in the Buyer) all of Seller’s right, assignmenttitle and interest in and to the Assets, transfer in recordable form, where appropriate, in form and delivery substance reasonably acceptable to ETP LLC of the Subject InterestsBuyer and the Seller. (b) An Assignment and Assumption Agreement attached hereto as Exhibit 3.2(b), duly executed by the Seller;, assigning to Buyer all rights and obligations of Seller and its Affiliates in and to all of the Assumed Liabilities and Transferred Contracts, exclusive of any Excluded Liabilities. (bc) a counterpart Copies of a registration executed estoppel certificates or assignments for Transferred Contracts and payables which require such assignment. (d) An assignment of all Assigned Rights and rights agreement, substantially and goodwill in the Seller Names in the form attached hereto as Exhibit C (the “Registration Rights Agreement”3.2(d), duly executed by the Seller;. (ce) a Copies of the written consents of third parties as listed on Schedule 3.2(e) (the “Required Consents”). (f) All necessary releases of liens and Uniform Commercial Code termination statements in forms reasonably acceptable to the Buyer’s counsel so that the Seller’s title to the Assets is free and clear of all Encumbrances other than Permitted Encumbrances. (g) A certificate duly executed of good standing with respect to the Seller issued by the Secretary or an Assistant Secretary of Seller, dated State of South Carolina as of a date not more than five (5) days prior to the Closing Date, in customary form, attesting to . (h) A copy of the written consent or resolutions of the Seller’s board of directors or managers and the written consent of the Seller’s members, certified by the Secretary of the Seller as having been duly and validly adopted and being in full force and effect, authorizing the execution and delivery of this Agreement and the other Transaction Documents to which the Seller is a party and the consummation performance by the Seller of the transactions contemplated hereby its obligations hereunder and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date;thereunder. (di) a certificate The Acquired Records, including keys, locks combination codes, contact information and other information which would be required to access the Business Rights. (j) Employment agreements for Key Employees, including Pxxxxxx Xxxxxxx, in the form of Exhibit 3.2(j) annexed hereto and such non-competition, non-disclosure and non-solicitation agreements, as reasonably required by Buyer, each duly executed by an executive officer of Seller, dated as of the Closing DateKey Employees. (k) Assignments, in customary formthe form annexed hereto as Exhibit 3.2(k) reasonably acceptable to Buyer and Seller and, if applicable, as required by any Governmental Authority with which Seller’s or any of its Affiliates’ rights to the effect that each of the conditions specified in Section 7.2(a) and (b), any Intellectual Property to be assigned to Buyer have been satisfied in all respects;filed, assigning to Buyer such Intellectual Property. (el) 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 certificateThe Consulting Agreement, duly executed by the Buyer and acknowledged by Seller. (m) Copies of invoices or confirmation of amounts due to vendors as shown on Schedule 1.5(c) as Assumed Liabilities. (n) A duly executed certification that Seller dated as of is not a foreign Person within the Closing Date, meaning set forth in accordance with Treasury Regulation Section 1.1445-2(b)(22(b)(2)(iii)(A); it being understood that notwithstanding anything to the contrary contained herein, certifying that if Seller is not a “foreign person” within fails to provide Buyer with such certification, Buyer shall be entitled to withhold the meaning of requisite amount from the Purchase Price in accordance with Section 1445 of the Code; andCode and the applicable Treasury Regulations. (go) duly executed letters Such other customary instruments of resignation transfer, assumption, filings or evidence of removaldocuments, effective in form and substance reasonably satisfactory to Buyer, as of the Closing, of the Resigning Directors and Officers as are may be required to be delivered pursuant give effect to Section 6.6this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arkados Group, Inc.)

Seller Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following items: (a) the Assignment and Assumption of Partnership Interests (the "Assignment and Assumption"), duly executed and delivered by Seller, in the forms of Exhibit E annexed hereto and hereby made a part hereof. (b) all Consents and Licenses required in connection with the execution and delivery of this Agreement. (c) good and marketable title to the Conveyed Interests, free and clear of all liens (other than liens created pursuant to the Loan Documents) and an affidavit and/or indemnity sufficient to allow the Title Company to issue to Buyer, a "Fairway Endorsement" and a "Non-Imputation Endorsement", as applicable, in connection with the Owner's Policy, subject to the limitations set forth in Section 4(d) above. (d) evidence reasonably satisfactory to Buyer and the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder. (e) a statement or agreement signed by a duly authorized officer, employee or agent of Lender (the "Acknowledgment Agreement"), dated no more than thirty (30) days before the Closing: (i) stating the amount of the unpaid principal of the loan secured by the Mortgage, the date to which interest has been paid and the amounts, if any claimed to be unpaid for principal and interest, and itemizing the same, (ii) stating the nature and itemized balances (as of the Closing Date) of all escrows and reserves (the "Reserves") held by Lender in connection with the Loan Documents, (iii) certifying that no defaults exist under the monthly payment provisions of the Loan Documents, and (iv) consenting to the transactions contemplated by this Agreement. (f) a duly executed and delivered Amended and Restated Partnership Agreement (the "Restated Partnership Agreement"), duly executed and delivered by Seller, in the form of Exhibit F annexed hereto and hereby made a part hereof, effective as of the Closing Date. (g) a guaranty (the "Guaranty"), duly executed and delivered by Seller, in the form of Exhibit G annexed hereto and hereby made a part hereof, effective as of the Closing Date. The parties acknowledge that, pursuant to the terms and conditions of that certain Purchase and Sale Agreement (the "ARC Agreement"), between Seller and Xxxxxx, collectively, as seller, and Philadelphia ARC-Cedar, LLC ("ARC"), as purchaser, Seller is also obligated to deliver the Guaranty. In the event the closing under the ARC Agreement occurs prior to, or simultaneously with, the Closing (and Seller, pursuant to that closing, has already delivered, or is delivering, simultaneously herewith, the Guaranty), Seller shall not be required to deliver the Guaranty in connection with the Closing. (h) a Master Lease (the "Master Lease"), duly executed and delivered by the Partnership, as landlord, and Seller, as tenant, in the form of Exhibit H annexed hereto and hereby made a part hereof, effective as of the Closing Date. The parties acknowledge that, pursuant to the terms of the ARC Agreement, Seller is also obligated to deliver the Master Lease. In the event the closing under the ARC Agreement occurs prior to, or simultaneously with, the Closing (and Seller, pursuant to that closing, has already delivered, or is delivering, simultaneously herewith, the Master Lease), Seller shall not be required to deliver the Master Lease in connection with the Closing. (i) an Agreement regarding Master Lease (the "Side Letter"), duly executed and delivered by the Partnership and Seller, in the form of Exhibit H-1 annexed hereto and hereby made a part hereof, effective as of the Closing Date. The parties acknowledge that, pursuant to the terms of the ARC Agreement, Seller is also obligated to deliver the Side Letter. In the event the closing under the ARC Agreement occurs prior to, or simultaneously with, the Closing (and Seller, pursuant to that closing, has already delivered, or is delivering, simultaneously herewith, the Side Letter), Seller shall not be required to deliver the Side Letter in connection with the Closing. (i) Subject to the approval of the Lender, a pledge (the "Silver Circle Pledge"), duly executed and delivered by Seller, in the form of Exhibit I annexed hereto and hereby made a part hereof. The parties acknowledge that, pursuant to the terms and conditions of the ARC Agreement, Seller is also obligated to deliver the Silver Circle Pledge. In the event the closing under the ARC Agreement occurs prior to, or simultaneously with, the Closing (and Seller, pursuant to that closing, has already delivered, or is delivering, simultaneously herewith, the Silver Circle Pledge), Seller shall not be required to deliver the Silver Circle Pledge in connection with the Closing. (j) such other documents required by the terms of this Agreement or as may otherwise be reasonably necessary to consummate the transactions contemplated under this Agreement, taking into account 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cedar Income Fund LTD /Md/)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to Escrow Holder the Acquiror Partiesfollowing: (a) a counterpart of an assignment substantially A duly executed and acknowledged original special warranty deed (the “Deed”) in the form attached hereto as of Exhibit B (the Assignment of InterestsE), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller; (b) a counterpart A duly executed original xxxx of a registration rights agreement, substantially sale in the form attached hereto as of Exhibit C “F”, duly executed original assignment and assumption agreements (collectively, “Assignment and Assumption Agreements”) in the form of Exhibits “G” and “G-1” and a duly executed assignment and assumption agreement of the Garage License Agreement (the “Registration Rights AgreementGarage License Assignment and Assumption”), duly executed by Seller; (c) a certificate A duly executed assumption of the Mortgage Loan in the form provided by the Secretary or an Assistant Secretary of Seller, dated as lender of the Closing Date, in customary form, attesting to Mortgage loan (“Mortgage Loan Assumption Agreement”) together with any other documents reasonably required by the resolutions lender of the board of managers of Mortgage Loan to be executed by 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 in connection with such resolutions were duly adopted and have not been rescinded or amended as of the Closing Dateassumption; (d) a certificate A duly executed by an executive officer original certificate of Seller, dated as Seller in the form of Exhibit “H” updating the representations and warranties contained in Section 7.1 to the Closing Date, in customary form, to Date and noting any material changes thereto (the effect that each of the conditions specified in Section 7.2(a) and (b“Seller Closing Certificate”), have been satisfied in all respects; (e) a A duly executed original certificate dated as of a recent date “non-foreign” status in the form of the Secretary of State of the State of Delaware Exhibit “I” and any required state certificate that is sufficient to exempt Seller from any state withholding requirement with respect to the valid existence and good standing in the State of Delaware of Sellersale contemplated by this Agreement; (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) To the extent they are then in Seller’s possession, and have not theretofore been delivered to Buyer: (i) any plans and specifications for the Improvements; (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; (iii) all keys for the Improvements; (iv) originals of all Leases, all correspondence to or from any tenants, relating to the Leases; (v) originals of all Service Agreements that will remain in effect after the Closing; (vi) a certificateset of guest registration cards; (vii) a list of advance room reservations and functions; (viii) a list of Seller’s outstanding accounts receivable as of midnight on the date prior to the Closing; (ix) all Licenses and Permits; (x) all books and records relating solely to the operation of the Property (which materials under this clause (g) may be either delivered at Closing or left at the management office at the Property); and (xi) guest lists, registries, mailing lists and other information, to the extent not the property of the Manager. (h) A duly executed Seller’s title affidavit; (i) A written agreement between Seller and acknowledged by Seller dated as Manager terminating the Management Agreement and all of Manager’s rights and obligations thereunder to manage or operate 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 CodeHotel; and (gj) duly executed letters of resignation Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or evidence of removalliability or obligations of, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6Seller in a manner not otherwise provided for herein).

Appears in 1 contract

Samples: Purchase Agreement (Chesapeake Lodging Trust)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, each Seller Party shall deliver, deliver or cause to be delivereddelivered to Escrowee, unless otherwise noted to be delivered by such Seller Party on or prior to Closing, the Acquiror Partiesfollowing items executed and acknowledged by such Seller Party or such other party, as appropriate: (a) a counterpart of an assignment substantially deed (the “Deed”) in the form attached hereto as Exhibit B D. (b) an assignment and assumption of leases and contracts (the “Assignment and Assumption of InterestsLeases and Contracts”), 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 SellerE; (c) a certificate duly executed by xxxx of sale (the Secretary or an Assistant Secretary “Xxxx of Seller, dated as of the Closing DateSale”), 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 form attached hereto as of the Closing Date;Exhibit F. (d) a certification of non-foreign status in the form attached hereto as Exhibit G, and any required state certificate duly executed by an executive officer of Seller, dated as of the Closing Date, in customary form, that is sufficient to exempt Seller from any state withholding requirement with respect to the effect that each of the conditions specified in Section 7.2(a) and (b), have been satisfied in all respectstransactions contemplated hereby; (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware all existing surveys, blueprints, drawings, plans and specifications for, or with respect to, the Property or any part thereof, to the valid existence and good standing extent the same are in the State of Delaware of Seller’s possession; (f) all keys to the Improvements, to the extent the same are in Seller’s possession, and all passwords, pass cards and access codes used in the operation of the Property; (g) originals of all Leases, all Contracts that will be assumed by Purchaser on the Closing Date in accordance with the provisions of Section 7.2.2. below, and if not previously delivered to Purchaser originals of those Tenant Estoppel Certificates and SNDAs received by Seller, and the balance of the Due Diligence Materials, to the extent the same are in Seller’s possession, and if originals are not in Seller’s possession, then copies thereof shall suffice (all items in clauses (e) through (g) may be either delivered directly to Purchaser from Seller at Closing or left at the management office of the Property, to the extent not previously delivered to Purchaser); (h) The Owner’s Affidavit, Gap Indemnity and Mechanic’s Lien Indemnity in the form of Exhibit C, and such further instruments as may be reasonably required Title Company to consummate the transactions hereunder; (i) notices to each of the tenants under the Leases (“Tenant Notices”) in the form attached hereto as Exhibit H, advising such tenants of the sale of the Property to Purchaser and directing them to make all payments to Purchaser or its designee, which Tenant Notices Purchaser shall at Purchaser’s sole cost and expense, mail by certified mail return receipt requested or nationally recognized overnight carrier to each applicable tenant; (j) evidence reasonably satisfactory to the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder; (k) a certificate, duly executed and acknowledged by certificate (the “Update”) of Seller dated as of the Closing Date certifying that the representations and warranties of Seller set forth in Section 7.1.1 are true and correct in all material respects, as if made on and as of the Closing Date. In no event shall Seller take an intentional action to cause a material and adverse exception to be set forth in the Update; (l) an estoppel certificate, in the form attached hereto as Exhibit B-1, from the Association appointed under that certain Declaration of Easement, Protective Covenants, Conditions & Restrictions for Oakland City Center recorded August 27, 2013 as Document No. 2013289944, as amended; (m) originals of any existing tenant security deposit that is in the form of a letter of credit (“Letter of Credit”), in accordance with Treasury Regulation the provisions of Section 1.1445-2(b)(25.4.1(c) below; (n) letters from the applicable consultants, addressed to Purchaser (and if applicable, Purchaser’s lender, so long as the name of such lender is provided at least five (5) business days prior to the Scheduled Closing Date, or if not so provided by such date then with a general reference to Purchaser’s lender), certifying stating that Seller is not a Purchaser (and, if applicable, Purchaser’s lender) are entitled to rely on the reports described as items 10 through 13 in Exhibit K (collectively, foreign person” within the meaning of Section 1445 of the CodeSeller’s 2017 Reports”); and (go) duly executed letters written evidence that any Contracts which Purchaser did not elect to assume in accordance with the provisions of resignation or evidence of removal, effective Section 7.2.2 below have been terminated as of the Closingclosing, of the Resigning Directors including, without limitation, Seller’s existing property management agreement and Officers as are required to be delivered pursuant to Section 6.6leasing agreement.

Appears in 1 contract

Samples: Contract of Sale (KBS Strategic Opportunity REIT II, Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or execute (and shall cause any applicable third parties to be delivered, execute) and deliver to Buyer the Acquiror Partiesfollowing: (ai) a counterpart one or more bills of an assignment substantially sale in form and substance reasonably acceptable to Buyer, covering all personal property included in the form attached hereto as Exhibit B Assets and the Additional Assets (the “Bxxx of Sale”); (ii) an Assumption and Assignment of InterestsAgreement in form and substance reasonably acceptable to Buyer and Seller (the “Assumption and Assignment Agreement”), evidencing the conveyance, assignment, transfer assignment to and delivery to ETP LLC assumption by Buyer of the Subject Interests, duly executed by SellerAssumed Obligations and Assumed Agreements; (biii) a counterpart documentation suitable for recording with the United States Patent and Trademark Office and the applicable Trademark office in Canada assigning the Brands and the Additional Assets, or if applicable, changing the name of a registration rights agreementthe owner of the Brands and the Additional Assets, substantially to the Seller, such that, upon recording such documentation, the Seller will be the record owner of the Brands and the Additional Assets; provided that, at the request of Buyer, Seller will execute documentation provided by Buyer necessary to accomplish the same in other applicable Trademark offices, agencies, or registrars; (iv) ten original signed assignment agreement(s) providing for the assignment of the Brands and the Additional Assets to Buyer’s Designee, in form attached hereto as Exhibit C and substance reasonably acceptable to Buyer and suitable for recording with the United States Patent and Trademark Office and the applicable Trademark office in Canada (the “Registration Rights AgreementIntellectual Property Assignment(s)”); provided that, duly executed at the request of Buyer, Seller will execute documentation provided by SellerBuyer necessary to record the assignment of the Brands in other applicable Trademark offices, agencies, or registrars; (cv) a certificate duly executed any other transaction documents or instruments listed in Section 10 or otherwise required hereunder or reasonably requested by Buyer to evidence or otherwise in connection with the Secretary or an Assistant Secretary of Seller, dated as transfer of the Closing Date, in customary form, attesting Assets and the Additional Assets to Buyer and the resolutions assumption by Buyer of the board of managers of Seller authorizing the execution Assumed Obligations 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 CodeAssumed Agreements; and (gvi) duly executed letters evidence reasonably satisfactory to Buyer that all Cure Costs and obligations arising out of resignation or evidence in connection with the assignment and assumption of removal, effective the Assumed Agreements have been satisfied or will be satisfied as of the Closing, of or reasonable provisions for the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6payment therefore have been made.

Appears in 1 contract

Samples: Asset Purchase Agreement (Iconix Brand Group, Inc.)

Seller Deliveries. At least one (1) Business Day prior to the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver or cause to be delivereddelivered to Escrowee the following items executed and acknowledged by Seller, to the Acquiror Partiesas appropriate: (a) a counterpart of an assignment substantially deed (the “Deed”) in the form attached hereto as Exhibit B C. (b) an assignment and assumption of Lease (the “Assignment and Assumption of InterestsLease”), 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;D. (c) a certificate duly executed by xxxx of sale and general assignment (the Secretary or an Assistant Secretary “Xxxx of Seller, dated as of the Closing DateSale and General Assignment”), 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 form attached hereto as of the Closing Date;Exhibit E. (d) a certification of non-foreign status in the form attached hereto as Exhibit F, and any required state certificate duly executed by an executive officer of Seller, dated as of the Closing Date, in customary form, that is sufficient to exempt Seller from any state withholding requirements with respect to the effect that each of the conditions specified in Section 7.2(a) and (b), have been satisfied in all respects;transactions contemplated hereby. (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware all existing surveys, blueprints, drawings, plans and specifications for or with respect to the valid existence and good standing Property or any part thereof, to the extent the same are in the State of Delaware of Seller;’s possession. (f) a certificateall keys to the Improvements, duly executed and acknowledged by Seller dated as of to the Closing Date, extent the same are 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; andSeller’s possession. (g) duly executed letters of resignation or evidence of removal, effective as the original of the ClosingLease, to the extent the same is in Seller’s possession. (h) all applicable transfer tax forms, if any. (i) the Owner’s Affidavit. (j) such further instruments as may be reasonably required by the Title Company to record the Deed. (k) a notice to Tenant (the “Tenant Notice”) in the form attached hereto as Exhibit G, advising Tenant of the Resigning Directors sale of the Property to Purchaser and Officers as are directing it to make all payments to Purchaser or its designee, which Tenant Notice Purchaser shall, at Purchaser’s sole cost and expense, either mail by certified mail return receipt requested or hand-deliver to Tenant. (l) evidence reasonably satisfactory to the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered pursuant to Section 6.6hereunder.

Appears in 1 contract

Samples: Contract of Purchase and Sale (Hines Global Reit Ii, Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliverdeliver to Escrow Holder the following (collectively, or cause to be delivered, to the Acquiror Parties:“Seller’s Closing Documents”): (a) By Seller, a counterpart of an assignment substantially duly executed and acknowledged grant deed (the “Deed”) in the form attached hereto as of Exhibit B (the Assignment of InterestsE), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller; (b) a counterpart A duly executed original xxxx of a registration rights agreementsale, substantially assignment and assumption agreement (the “Assignment and Assumption”) in the form attached hereto as of Exhibit C (the Registration Rights AgreementF), duly executed by Seller; (c) a certificate A duly executed by original certificate of Seller (the Secretary or an Assistant Secretary “Seller Closing Certificate”) in the form of Seller, dated as of Exhibit ”G” updating the representations and warranties contained in Section 7.1 to the Closing Date, in customary form, attesting to the resolutions of the board of managers of Seller authorizing the execution Date 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 Datenoting any material changes thereto; (d) a certificate A duly executed by an executive officer original certificate of Seller, dated as “non-foreign” status in the form 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 respectsExhibit “H”; (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 A duly executed original California Form 593-W in the State form of Delaware of SellerExhibit “I”; (f) a certificateDuly executed notice to REMEC under the Leases (“REMEC Notice”), in the form of Exhibit ”J”, which notice Buyer shall, at Buyer’s sole cost and expense, either mail to REMEC by certified mail, return receipt requested or hand-deliver to REMEC; (g) A duly executed Exhibit “C” as attached to each of the respective Letters of Credit; (h) Evidence reasonably satisfactory to Buyer and acknowledged Title Company respecting the due organization of Seller and the due authorization and execution by Seller dated as of this Agreement and the documents required to be delivered hereunder; (i) To the extent they are then in Seller’s possession and do not constitute confidential or proprietary information, and have not theretofore been delivered to Buyer: (i) any plans and specifications for the Improvements; (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; (iii) all keys for the Improvements; (iv) all documents of Seller relating to the Property; (v) originals of all Leases, all correspondence to or from any tenants relating to the Leases; and (vi) originals of all Service Agreements that will remain in effect after the Closing and all correspondence and records relating to the on-going operations (including tenant xxxxxxxx) and maintenance of the Property (which materials under this clause (h) may be either delivered at Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2or left at the management office at the Property), certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; and (gj) duly executed letters of resignation Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or evidence of removalliability or obligations of, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6Seller in a manner not otherwise provided for herein).

Appears in 1 contract

Samples: Purchase Agreement (Cb Richard Ellis Realty Trust)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, has delivered or cause caused to be delivereddelivered to Purchaser, to at Seller's sole cost and expense, the Acquiror Partiesfollowing items at the times indicated: (a1) a counterpart of an assignment substantially A Special Warranty Deed (the "Deed") in the form attached hereto as Exhibit B and incorporated for reference purposes herein, fully executed and acknowledged by Seller, conveying to Purchaser good and indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances (as defined in Section 3(b) hereof). (2) A Xxxx of Sale and Assignment Agreement (the “Assignment "Xxxx of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, Sale") duly executed and acknowledged by Seller; (b) a counterpart of a registration rights agreement, substantially Seller and in the form attached hereto as Exhibit C and incorporated herein for reference purposes, conveying the Personal Property to Buyer free from any and all security interests, liens, or judgments, and also conveying all other tangible and intangible rights of Seller in and to the Property. (3) On the Effective Date hereof, the Certificate as to Non-Foreign Status described in Section 6 hereof, fully executed and sworn to by Seller. (4) On the Effective Date hereof, on the Title Company's standard form, a "bills paid affidavit" verifying that there are no unpaid bills or claims for labor performed or materials furnished with respect to the Property prior to Closing, and by which affidavit Seller indemnifies and holds harmless Purchaser and the Title Company from all loss, liability and expense resulting from or incident to claims against the Property for any such matters, sufficient in all respect to cause the Title Company to insure Purchaser's title against unrecorded mechanic's and materialmen's liens. (5) On the Effective Date hereof, all other documents required by First American Title Insurance Company of Texas, Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (Attn: Xx. Xxxxx Xxxxxx) (the “Registration Rights Agreement”)"Title Company") in connection with this transaction, including, without limitation, a settlement statement, 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Timco Aviation Services Inc)

Seller Deliveries. At To effect the sale transfer of the Purchased Assets referred to in Section 2.1 hereof, the Seller shall, at the Closing, subject execute and deliver to the terms Buyer the following items, all in form and conditions of substance mutually agreeable to Buyer and Seller (together with this AgreementAgreement and with the documents and other items described in Section 4.2(b), Seller shall deliverbelow, or cause to be delivered, to the Acquiror Parties:“Transaction Documents”): (a1) a counterpart bxxx of an assignment substantially sale, conveying in the form attached hereto as Exhibit B (aggregate Seller’s owned personal property that is included in the “Assignment of Interests”)Purchased Assets, evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Sellerif any; (b2) a counterpart an Assignment of a registration rights agreement, substantially in Contract Rights with respect to the form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by SellerAssumed Contracts; (c3) an Assignment of Proprietary Rights (including an assignment of the Seller’s right, title and interest to the following trade names: “Jet-Ag,” “Jet-Oxide,” and “Jet Fog,” and all derivations thereof), in recordable form to the extent necessary to assign such rights and to the extent that such Proprietary Rights may be assigned; (4) such instruments of transfer reasonably necessary or advisable to transfer to the Buyer all of the Seller’s rights to the Permits included as part of the Purchased Assets; (5) such other instrument or instruments of transfer, in such form, as shall be reasonably necessary or appropriate to vest in the Buyer all of the Seller’s right, title and interest to the Purchased Assets; (6) the Consulting Agreement described in Section 3.2 and Section 10.3; (7) the Seller Certification described in Section 5.16; (8) Executed releases of any Liens relating to the Purchased Assets (other than Permitted Liens), in forms satisfactory to the Buyer in its reasonable discretion; (9) a certificate duly executed by the Secretary or an Assistant Secretary of Seller, dated as copy of the Closing Date, in customary form, attesting to the resolutions of the board of managers of Seller authorizing the execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which Seller is a party and approving 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; (d10) a certificate duly executed by an executive officer of SellerForm W-9 and a non-foreign person affidavit, dated as of the Closing Date, in customary form, to sworn under penalty of perjury stating that 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 as defined in US Tax Code Section 1445; (11) the meaning of Section 1445 of the CodeLicense Agreement; and (g12) duly executed letters such other documents necessary or reasonably desirable to effectuate the terms 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 6.6this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Marrone Bio Innovations Inc)

Seller Deliveries. At No less than one (1) Business Day prior to the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver or cause to be delivered, delivered to Purchaser or to the Acquiror PartiesEscrowee, as the case may be, the following items executed and acknowledged by Seller, as appropriate: (a) a counterpart of an assignment substantially deed (the “Deed”) in the form attached hereto and made a part hereof as Exhibit B F. (b) an assignment and assumption of the Leases (the “Assignment and Assumption of InterestsLeases”), 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 and made a part hereof as Exhibit C (the “Registration Rights Agreement”), duly executed by Seller;G. (c) a certificate duly xxxx of sale (the “Xxxx of Sale”) executed by the Secretary or an Assistant Secretary of Seller, in the form attached hereto and made a part hereof as Exhibit H. (d) a certification of non-foreign status (the “FIRPTA”) executed by Seller, in the form attached hereto and made a part hereof as Exhibit I, and any required state certificate that is sufficient to exempt Seller from any state withholding requirement with respect to the transactions contemplated hereby. (e) an assignment and assumption of the Contracts (the “Assignment and Assumption of Contracts”), in the form attached hereto and made a part hereof as Exhibit J. (f) all existing surveys, blueprints, drawings, plans and specifications for or with respect to the Property or any part thereof, to the extent the same are in Seller’s possession. (g) all keys to the Improvements, to the extent the same are in Seller’s possession. (h) all Leases in effect on the Closing Date, to the extent the same are in Seller’s possession. (i) all Contracts that shall remain in effect after the Closing, to the extent the same are in Seller’s possession (all items in clauses (f) through (i) may be either delivered at Closing or left at the management office at the Property, to the extent not previously delivered to Purchaser). (j) a Seller’s Residency Certification/Exemption form. (k) an Affidavit of Consideration for Use. (l) such further instruments as may be required by the Title Company to record the Deed. (m) notices to each of the tenants under the Leases (each, a “Tenant Notice”, and collectively, the “Tenant Notices”) in the form attached hereto and made a part hereof as Exhibit K, advising such tenants of the sale of the Property to Purchaser and directing them to make all payments to Purchaser or its designee, which Tenant Notices Purchaser shall, at Purchaser’s sole cost and expense, either mail by certified mail return receipt requested or hand-deliver to each applicable tenant. (n) evidence reasonably satisfactory to the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder. (o) a Certificate of Construction Records Clearance issued by the appropriate office in Bernards Township, New Jersey. (p) an owner’s affidavit and gap indemnity in the form of Exhibit L attached hereto and made a part hereof (the “Title Affidavit”). (q) a certificate (the “Update”) of Seller dated as of the Closing Date certifying that the representations and warranties of Seller set forth in Section 7.1.1 of this Agreement, other than the representations and warranties set forth in Section 7.1.1 of this Agreement which are made as of the date of this Agreement (the representations and warranties of Seller set forth in Section 7.1.1 of this Agreement, other than the representations and warranties set forth in Section 7.1.1 of this Agreement which are made as of the date of this Agreement, being hereafter referenced to as “Closing Date Representations”), remain true and correct in all material respects as of the Closing Date, it being agreed that if any Closing Date Representation shall no longer be true and correct in customary form, attesting any material respect due to a change in the facts or circumstances which do not otherwise constitute a default of Seller pursuant to the resolutions express terms of this Agreement and Seller is unable to deliver the Update, the failure of Seller to deliver the Update shall, subject to the terms of Section 7.2.3(e), constitute a failure of a condition to Closing and shall not constitute a default by Seller under this Agreement, and Purchaser’s sole remedy in connection therewith shall be to terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned to Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement; provided, however, that if Seller has notified Purchaser as and in the manner provided by Section 3.1 of this Agreement, Escrowee shall release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 3.1 of this Agreement. (r) all originals in Seller’s possession or control (and where originals are not available, copies) 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 6.6Property Documents.

Appears in 1 contract

Samples: Contract of Sale (KBS Real Estate Investment Trust II, Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall will deliver, or cause to be delivereddelivered to Bulgakov for the benefit of the Purchasers, to each of the Acquiror Partiesfollowing: (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 copy of the Subject Interests, duly stock power with respect to the Preferred Shares executed by Seller; (b) a counterpart copy of a registration rights agreementthe 2018 Warrant, accompanied by an Assignment executed by Seller, in substantially in the form attached hereto as Exhibit C to the 2000 Xxxxxxx; (c) a copy of the “Registration Rights Agreement”)Note, duly accompanied by an Assignment of Promissory Note 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 copy of the Closing Dateexecuted SPA, in customary form, to Security Agreement and the effect that each of the conditions specified in Section 7.2(a) Subordination and (b), have been satisfied in all respectsStandstill Agreement; (e) a certificate dated as of a recent date copy of the Secretary 2019 Warrant, accompanied by an Assignment of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Warrant, executed by Seller; (f) a certificatecopy of the Unsecured Note executed by the Company, duly accompanied by an Assignment of Promissory Note, executed by Seller; (g) a copy of the executed letter agreement between Seller and acknowledged the Company pursuant to which the Company waived delivery of any written legal opinions required in connection with the sale and transfer of the Subject Securities to Purchasers; (h) a copy of a letter to be distributed by Seller dated following the Closing, addressed to the Company and the investors listed on the Schedule of Buyers in the SPA, pursuant to which Seller resigns as of collateral agent under the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Seller is not a “foreign person” within Security Agreement and as senior agent under the meaning of Section 1445 of the CodeSubordination and Standstill Agreement; and (gi) duly executed letters a copy of resignation or evidence of removal, effective as a notice to the Company with respect to the transfer of the ClosingSubject Securities and related rights to the Purchasers, of the Resigning Directors and Officers as are required in a form to be delivered pursuant to Section 6.6agreed.

Appears in 1 contract

Samples: Securities Purchase Agreement (S7 Finance B.V.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to ----------------- Escrow Holder the Acquiror Partiesfollowing: (a) a counterpart of an assignment substantially A duly executed and acknowledged original special warranty deed (the "Deed") in the form attached hereto as of Exhibit B (the “Assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller"E"; (b) a counterpart A duly executed and acknowledged original assignment and assumption of a registration rights agreement, substantially Hotel Management Agreement (the "Hotel Management Agreement Assignment and Assumption") in the form attached hereto as of Exhibit C (the “Registration Rights Agreement”), duly executed by Seller"F"; (c) a certificate A duly executed by bill of sale in the Secretary or an Assistant Secretary form of Seller, dated as Exhibit "G"; (d) A duly executed original certificate of Seller (the "Seller Closing Certificate") in the form of Exhibit "H" updating the representations and warranties contained in Section 7.1 to the Closing Date, Date and noting any changes thereto; (e) A duly executed original certificate of "non-foreign" status in customary form, attesting the form of Exhibit "I" and any required state certificate that is sufficient to exempt Seller from any state withholding requirement with respect to the resolutions of sale contemplated by this Agreement; (f) Evidence reasonably satisfactory to Buyer and Title Company respecting the board of managers due organization, good standing and qualification to do business of Seller authorizing the execution and delivery of the Transaction Documents to which Seller is a party and the consummation due authorization and execution of this Agreement and the transactions contemplated hereby and therebydocuments required to be delivered hereunder; (g) To the extent they are then in Seller's possession, and certifying that such resolutions were duly adopted and have not theretofore been rescinded delivered to Buyer: (i) any plans and specifications for the Improvements; (ii) all unexpired warranties and guarantees which Seller has received in connection with any work or amended services performed with respect to, or equipment installed in, the Improvements; (iii) all keys for the Improvements; (iv) originals of all Leases, all correspondence to or from any tenants, relating to the Leases; (v) originals of all Service Agreements that will remain in effect after the Closing; (vi) a set of guest registration cards; (vii) a list of advance room reservations and functions; (viii) a list of Seller's outstanding accounts receivable as of midnight on the date prior to the Closing; (ix) all permits and licenses for the Property; and (x) all books and records relating solely to the operation of the Property (which materials under this clause (h) may be either delivered at Closing or left at the management office at the Property); (h) A duly executed Seller's title affidavit; (i) Such documents as are required from Seller and its affiliates by the holders of the existing mortgage and mezzanine loans for the assumption by Buyer of such loans and an assignment of the existing interest rate cap agreements with respect to such loans to Buyer (as part of the purchase consideration); (j) Evidence reasonably satisfactory to Buyer of Manager's waiver of its right to purchase the Property with respect to the sale and purchase under this Agreement, whether by failure by Manager to respond to Seller's notice of sale within the time period provided in the Management Agreement or by express written waiver by Manager, which waiver shall be in force and effect as of the Closing Date; (dk) 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 Duly executed and acknowledged by Seller dated as resale certificates or other exemption certificates which are applicable to sales taxes on the transfer 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 Codepersonal property; and (gl) duly executed letters of resignation Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or evidence of removalliability or obligations of, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6Seller in a manner not otherwise provided for herein).

Appears in 1 contract

Samples: Purchase Agreement (DiamondRock Hospitality Co)

Seller Deliveries. At the Closing, subject each of Phase I and Phase II shall, with respect to the terms and conditions portion of this Agreementthe Property owned by such party (as applicable), Seller shall deliver, deliver or cause to be delivered, delivered to Purchaser or to the Acquiror PartiesEscrowee, as the case may be, the following items executed and acknowledged by such party, as appropriate: (a) a counterpart of an assignment substantially deed (the “Deed”) in the form attached hereto and made a part hereof as Exhibit B E. (b) an assignment (the “Assignment and Assumption of InterestsLeases)) of all right, evidencing title and interest of such party under the conveyanceLeases (to the extent assignable) which are in effect on the Closing Date, assignmentwithout recourse, transfer and delivery to ETP LLC of the Subject Interestsrepresentation or warranty, duly executed by Seller; (b) a counterpart of a registration rights agreement, substantially in the form attached hereto and made a part hereof as Exhibit C (F, which shall include Purchaser’s assumption of such party’s obligations under the “Registration Rights Agreement”), duly executed by Seller;Leases accruing from and after the Closing Date. (c) a certificate duly executed by xxxx of sale (the Secretary “Xxxx of Sale”) in the form attached hereto and made a part hereof as Exhibit G. (d) a certification of non-foreign status in the form attached hereto and made a part hereof as Exhibit H. (e) an assignment (the “Assignment and Assumption of Contracts”) of all right, title and interest of such party under the Contracts (to the extent assignable) which are in effect on the Closing Date and to which such party is a party, without recourse, representation or an Assistant Secretary warranty, in the form attached hereto and made a part hereof as Exhibit I, which shall include Purchaser’s assumption of such party’s obligations under the Contracts accruing from and after the Closing Date. (f) all existing surveys, blueprints, drawings, plans and specifications for or with respect to the Property or any part thereof, to the extent the same are in Seller’s possession. (g) all keys to the Improvements, dated as of to the extent the same are in Seller’s possession. (h) all Leases in effect on the Closing Date, in customary form, attesting to the resolutions extent the same are in Seller’s possession. (i) all Contracts that shall remain in effect after the Closing, to the extent the same are in Seller’s possession. (j) all applicable transfer tax forms, if any. (k) such further instruments as may be necessary to record the Deed. (l) notices to the tenants under the Leases (each, a “Tenant Notice”, and collectively, the “Tenant Notices”) in the form attached hereto and made a part hereof as Exhibit J, advising such tenants of the board sale of managers the Property to Purchaser and directing them to make all payments to Purchaser or its designee, which Tenant Notices Purchaser shall, at Purchaser’s sole cost and expense, either mail by certified mail return receipt requested or hand-deliver to each applicable tenant. (m) evidence reasonably satisfactory to the Title Company respecting the due organization of Seller authorizing and the due authorization and execution by Seller of this Agreement and delivery the documents required to be delivered hereunder. (n) an owner’s affidavit in the form attached hereto and made a part hereof as Exhibit K. (o) either (x) a satisfaction and waiver of lien executed by the Transaction Documents Broker (as hereinafter defined) in the form attached hereto and made a part hereof as Exhibit L (a “Broker Lien Waiver”), or (y) such other documents and evidence as the Title Company may reasonably require in order to which Seller is a party insure Purchaser’s title to the Property free and clear of any claim or right to lien under the Illinois Commercial Real Estate Broker Lien Act, as amended from time to time, for broker commissions in connection with 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;by this Agreement. (dp) a certificate duly satisfaction and waiver of lien executed by an executive officer of Seller, dated Property Manager (as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 7.2(ahereinafter defined) 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) form attached hereto and made a certificate, duly executed and acknowledged by Seller dated part hereof 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.Exhibit M.

Appears in 1 contract

Samples: Contract of Sale (KBS Real Estate Investment Trust, Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller Parties shall deliver, deliver (or cause to be delivered, ) to Buyer the Acquiror Partiesfollowing: (a) a counterpart Warranty Xxxx of an assignment substantially Sale in the form attached hereto as Exhibit B (A, providing for the “Assignment transfer to Buyer of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interestsall purchased Assets, duly executed by Seller; (b) a counterpart of a registration rights agreement, substantially the Assignment and Assumption Agreement in the form attached hereto as Exhibit C (B, providing for the “Registration Rights Agreement”)assignment and assumption of the Assumed Liabilities, duly executed by Seller; (c) a certificate duly executed by the Secretary or an Assistant Secretary Fifth Addendum to and Assignment and Assumption of Seller, dated as of the Closing DateCommercial Lease Agreement, in customary form, attesting form and substance reasonably satisfactory to Buyer and Seller (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;“Lease (d) a certificate duly executed by an executive officer of Seller, dated as copies of the Closing Datethird party consents, in customary formapprovals, waivers and authorizations required to consummate the effect that each of the conditions specified in Section 7.2(atransactions contemplated by this Agreement, if any, as listed on Schedule 7.1(d) and (b), have been satisfied in all respectsattached hereto; (e) a certificate dated as evidence that all Liens encumbering the purchased Assets or any other assets of a recent date of LicenseCo have been duly released by the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Sellerlienholders, including, without limitation, UCC- 3 termination statements; (f) resignation letters, in form and substance reasonably satisfactory to Buyer and duly executed by Xxxxx (and all other officers and directors of LicenseCo, if any), providing for the resignation from all offices and positions they hold in LicenseCo, effective as of (but contingent upon) the Closing; (g) resolutions of Xxxxx in his capacity as the sole director of LicenseCo prior to the Closing, in form and substance reasonably satisfactory to Buyer, approving the election of Xxxxx Xxxxxx as the sole director of LicenseCo, effective as of (but contingent upon) the Closing; (h) a certificatecertified copy of the resolutions of the Member of Seller and such member actions as may be required by Seller’s Operating Agreement to confirm Seller’s authority to undertake the sale of Assets and other transactions contemplated by this Agreement; (i) a notice to employees and independent contractors (if and as applicable) of LicenseCo advising of the instant transactions in a form mutually agreed upon between the Seller Parties and Buyer, duly executed by Seller; (j) good standing certificates for each of Seller and acknowledged LicenseCo, issued by Seller dated the Arizona Corporation Commission 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 Coderecent date; and (gk) duly executed letters of resignation such other documents or evidence of removal, effective deliverables as of may be reasonably requested by Buyer to give full effect to the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, (i) Seller shall deliver, or cause deliver to be delivered, to the Acquiror PartiesCompany: (aA) a counterpart of an assignment substantially in the form attached hereto as Exhibit B (the “Assignment of Interests”), evidencing the conveyance, An assignment, transfer signed by Seller 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 formthe form attached to this Agreement as Exhibit D whereby Seller shall sell, attesting assign and transfer all of his right, title and interest in and to the resolutions of Patents and Pending Patents to Company, (said assignment being referred to as 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;“Patent Assignment”). (dB) a certificate duly executed An assignment, signed by an executive officer of Seller, Polymation and dated as of the Closing Date, in customary formthe form attached to this Agreement as Exhibit E whereby Polymation shall sell, assign and transfer all of its right, title and interest in and to the effect that each of Trademark to Company, (said assignment being referred to as the conditions specified in Section 7.2(a) and (b“Trademark Assignment”), have been satisfied in all respects;. (eC) a certificate An assignment, signed by PMP and 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 the form attached to this Agreement as Exhibit F, whereby PMP shall sell, assign and transfer all of its right, title and interest in and to the Domain Name to Company and an instrument setting forth all information, including IDs, usernames and passwords, necessary to accomplish the transfer and use the Domain Name (the “Domain Assignment” and collectively with Treasury Regulation the Patent Assignment and the Trademark Assignment, the “Assignments”). (D) A xxxx of sale, signed by Seller and dated the Closing Date, in the form attached to this Agreement as Exhibit G, whereby Seller shall sell, assign and transfer all of his right, title and interest in and to the Molds to Company, subject to his right to retain exclusive possession and use of them, as more fully set forth in said xxxx of sale. (ii) Seller shall deliver to the Escrow Holder assignment to Company of the 60MM Certificate and the 203MM Certificate, as those terms are defined in Section 1.1445-2(b)(21.3(b)(i)(A), certifying each of which shall be undated, signed by Seller and bear a signature guarantee obtained from an Eligible Guarantor Institution, as that Seller term is not defined in Rule 17Ad-15 promulgated under the Exchange Act, acceptable to Company, or a signature guarantee obtained from a participant in the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program the New York Stock Exchange Medallion Signature Program (said assignments, bearing said signature guarantee, being the “Share Assignments,” a signature guarantee in any of the specified forms being 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 6.6Signature Guarantee”).

Appears in 1 contract

Samples: Asset Purchase Agreement (Acology Inc.)

Seller Deliveries. At the Closing, subject Seller shall deliver or cause to be delivered to Buyer the following items executed and acknowledged by Seller, as appropriate: (a) duly executed counterparts of the Assignment and Assumption of Partnership Interests (the "Assignment and Assumption"), from both Selbridge and Xxxxxx, in the forms of Exhibit C annexed hereto and hereby made a part hereof. (b) all Consents and Licenses required in connection with the execution and delivery of this Agreement. (c) Good and marketable title to the Conveyed Interests, free and clear of all liens and an affidavit and/or indemnity sufficient to allow the Title Company to issue to Buyer, a "Fairway Endorsement" and a "Non-Imputation Endorsement", as applicable, in connection with the existing policy insuring the title of the partnership in the Property, or a new Title Policy (in the event Buyer elects to purchase same). (d) Evidence reasonably satisfactory to Buyer and the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder. (e) a statement or agreement signed by a duly authorized officer, employee or agent of Lender, dated no more than thirty (30) days before the Closing: (i) stating the amount of the unpaid principal of the Mortgage, the date to which interest has been paid and the amounts, if any claimed to be unpaid for principal and interest, and itemizing the same, (ii) stating the nature and itemized balances (as of the Closing Date) of all escrows and reserves held by Lender in connection with the Mortgage, (iii) certifying that no defaults exist under the Mortgage, and (iv) consenting to the transactions contemplated by this Agreement. (f) such other documents required by the terms of this Agreement or as may otherwise be reasonably necessary to consummate the transactions contemplated under this Agreement, taking into account 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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Uni Invest Usa LTD)

Seller Deliveries. At Seller and Parent shall deliver the following documents, as applicable, duly executed and delivered to the Buyer at the Closing, subject each in form and substance reasonably satisfactory to the terms and conditions of this Agreement, Seller shall deliver, or cause to be delivered, to the Acquiror PartiesBuyer's counsel: (a) a counterpart bills of an sale, assignment substantially in the form attached hereto as Exhibit B (the “Assignment of Interests”), evidencing the and general conveyance, assignment, with respect to the transfer and delivery of Assets to ETP LLC Holdco or a Subsidiary thereof (other than any Asset to be transferred pursuant to any of the Subject Interests, duly executed by Sellerinstruments referred to in any other clause of this Section 3.3.1); (b) assignments of all Contracts, Permits and any other agreements and instruments constituting Assets, assigning to Holdco or a counterpart Subsidiary thereof, all of a registration rights agreementSeller's right, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”)title and interest therein and thereto, duly executed by Sellerwith any required Consent endorsed thereon; (c) a certificate special warranty deed, with covenants against grantor's acts, or its equivalent, with respect to each parcel of Owned Real Property in form and substance reasonably satisfactory to Buyer and Seller, conveying fee simple title to the Owned Real Property to Holdco or a Subsidiary thereof, together with any necessary transfer declarations, or other filings; (d) assignments and assumptions of the Leases conveying leasehold title to Holdco or a Subsidiary thereof, subject to the Permitted Liens, together with any necessary transfer declarations or other filings; (e) an assignment of names and Intellectual Property, in recordable form; (f) certificates representing the Interests, duly endorsed or accompanied by stock powers duly executed in blank, with appropriate stock transfer tax stamps, if any, affixed, or any other documents that are necessary to transfer good and valid title to the Interests to Holdco; (g) the compliance certificate referred to in Section 6.2.1 hereof; (h) each of the Collateral Agreements to which Seller or Parent is a party; (i) the Books and Records; (j) certified copies of resolutions duly adopted by each Seller's and Parent's board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby as applicable; (k) certified copies of each Seller's and Parent's certificate of incorporation and bylaws; (l) a certificate of the Secretary or an Assistant Secretary of Seller, dated each Seller and Parent as to the incumbency of the Closing Date, in customary form, attesting to the resolutions officer(s) of the board of managers of such Seller authorizing the execution and delivery of the Transaction Documents to which Seller is a party Parent executing this Agreement 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 DateCollateral Agreements; (dm) a certificate duly executed by an executive officer of Seller, dated as resignations of the Closing Date, in customary form, to the effect that each directors and officers 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 Transferred Entities that are designated 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, ; (n) a short-form certificate of good standing of each Seller and Parent; (o) a legal opinion from counsel to Seller and Parent reflecting the matters specified in Exhibit G hereto; (p) evidence of the Resigning Directors release of the liens attributable to the Seller Indebtedness; (q) the FIRPTA Affidavit as provided for in Section 6.2.7; (r) estoppel certificates from the landlords under the material Leases; (s) copies of the material Consents referred to in Section 6.2.6 hereof; and (t) such other documents, certificates and Officers as are required instruments (i) to be delivered pursuant to Section 6.6Buyer as contemplated by this Agreement or the Collateral Agreements or (ii) as Buyer reasonably deems necessary to effect the transfer of the Assets to Holdco or a Subsidiary thereof as contemplated hereby.

Appears in 1 contract

Samples: Recapitalization Agreement (Paracelsus Healthcare Corp)

Seller Deliveries. At the Closing, subject least one (1) business day prior to the terms and conditions of this AgreementClosing Date, Seller shall deliver, deliver (or cause to be delivered, ) to Escrow Agent the Acquiror Partiesfollowing: (a) a counterpart of an assignment substantially A duly executed and acknowledged original grant deed (the “Deed”) in the form attached hereto as of Exhibit B F for the Property; (b) A duly executed original xxxx of sale, assignment and assumption agreement (a “Xxxx of Sale, Assignment and Assumption”) in the form of Exhibit G for the Property; (c) A duly executed original certificate of “non-foreign” status in the form of Exhibit H and a duly executed original California state Form 593-C certificate sufficient to exempt Seller from any California state withholding requirement with respect to the sale contemplated by this Agreement; (d) Unless Buyer and Seller elect to deliver the same outside of escrow, a duly executed notice to Tenant (the “Assignment of InterestsTenant Notice”), evidencing in the conveyanceform of Exhibit I, assignmentwhich notice Buyer shall, transfer at Buyer’s sole cost and expense, either mail to Tenant by certified mail, return receipt requested or hand-deliver to Tenant (and Buyer shall provide proof of delivery thereof to ETP LLC Seller promptly following the Closing); (e) Unless Buyer and Seller elect to deliver the same outside of escrow, duly executed notices to each of the Subject Interestsvendors under any Service Agreement to be assumed by Buyer at the Closing as provided in this Agreement (“Vendor Notices”), such Vendor Notices to be in such form(s) as are reasonably required by Seller, which notices Buyer shall, at Buyer’s sole cost and expense, mail to each such vendor by certified mail, return receipt requested (and Buyer shall provide proof of delivery thereof to Seller promptly following the Closing); (f) A Seller Closing Certificate duly executed by Seller; (bg) a counterpart Evidence reasonably satisfactory to Escrow Agent regarding the due organization of a registration rights agreementSeller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder; (h) To the extent they do not constitute Reserved Company Assets and are then in the possession of Seller (or its agents or employees) and have not theretofore been delivered to Buyer: (i) any plans and specifications for the Improvements for the Property; (ii) all unexpired warranties and guarantees that Seller has received in connection with any work or services performed with respect to, or equipment installed in, the Property; (iii) all keys and other access control devices for the Property; (iv) originals of all Leases for the Property and all correspondence to or from Tenant; (v) originals of all Service Agreements for the Property that will remain in effect after the Closing; and (vi) all correspondence relating to the ongoing operations and maintenance of the Property, including tenant leasing information, leasing files and other material documents relating to the operation or maintenance of the Property in Seller’s possession (which materials under this clause may be either delivered at the Closing or as otherwise reasonably agreed by the parties); (i) If required by Title Company, an Owner’s Certificate as to Debts, Liens and Parties In Possession substantially in the form attached hereto as of Exhibit C J (“Title Affidavit”) and a Gap Certificate substantially in the form of Exhibit K (Registration Rights AgreementGap Certificate”), duly executed each to facilitate the issuance of any title insurance sought by Seller; (c) a certificate duly executed by the Secretary or an Assistant Secretary of Seller, dated as of the Closing Date, Buyer 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 connection with the transactions contemplated hereby and therebyhereby, 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, but in customary form, no event shall Seller be obligated 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 provide any additional certificate, duly executed and acknowledged by Seller dated as of the Closing Date, affidavit or indemnity in accordance connection 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 Codesuch title insurance; and (gj) duly executed letters of resignation Such additional documents as may be reasonably required by Buyer and Escrow Agent in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or evidence of removalliability or obligations of, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6Seller in a manner not otherwise provided for herein).

Appears in 1 contract

Samples: Purchase Agreement (BLACK CREEK INDUSTRIAL REIT IV Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver or cause to be delivered, delivered to the Acquiror PartiesPurchaser: (ai) a counterpart one special warranty deed for each county in the State of an assignment substantially Texas in which the Real Property is located in the form attached hereto as Exhibit B D (collectively, the “Assignment of InterestsDeeds”), evidencing the conveyanceduly executed and acknowledged by Seller, assignment, transfer and delivery conveying to ETP LLC Purchaser all of the Subject Interests, duly executed by SellerReal Property; (bii) a counterpart Xxxx of a registration rights agreement, substantially Sale in the form attached hereto as Exhibit C E (the “Registration Rights Xxxx of Sale”), duly executed by Seller, conveying to Purchaser the Personal Property, and all of Seller’s right, title and interest in the Records and Plans. (iii) an Assignment and Assumption Agreement in the form attached hereto as Exhibit F (the “Assignment and Assumption Agreement”), duly executed by Seller, conveying to Purchaser all of Seller’s right, title and interest in and to the Leases, Purchased Contracts and Licenses; (civ) an affidavit in the form attached hereto as Exhibit G, executed by Seller in favor of the Title Company; (v) water and sewer notice, and other like notices required pursuant to the laws of the State of Texas. (vi) a certificate of non-foreign status in the form attached hereto as Exhibit H duly executed by Seller; (vii) the Secretary Conveyancing Instruments necessary to transfer to Purchaser the Mineral Rights and the Water Rights; (viii) releases (in recordable form if necessary) of any and all financing or an Assistant Secretary materialmen’s, mechanic’s, workers’, carriers’ or other like liens on the Property, security interests in any of Sellerthe Property, and all other liens, claims or interests objected to by Purchaser with respect to the Property; (ix) a certificate dated as of the Closing Date, in customary form, attesting Date and executed by a duly authorized officer of Seller certifying as to the resolutions fulfillment of the conditions set forth in Sections 3.03(c), (d) and (e) and Section 7.01(a); (x) a copy of the resolution of the board of managers directors of Seller authorizing the execution execution, delivery and delivery performance of this Agreement and the Related Agreements to be executed by Seller, certified by the secretary or an assistant secretary of Seller; (xi) all of the Transaction Documents consents that Seller and Purchaser have agreed are required to which consummate the transactions contemplated by this Agreement; (xii) a legal opinion from Seller’s general counsel in the form attached hereto as Exhibit I; (xiii) a lease agreement in a form to be mutually agreed upon by Seller is and The Xxxxxx Woodlands Group for the administrative office of Seller located in Silsbee, TX (the “Lease Agreement”), duly executed by Seller; provided that such lease agreement shall contain a party ten year lease term, with an option to extend such term for a period of five years at the election of The Xxxxxx Woodlands Group, and an annual rent of $100.00; (xiv) a letter agreement in the form attached hereto as Exhibit J (the “Letter Agreement”), duly executed by Seller; and (xv) such other certificates, assurances and documents as Purchaser may reasonably request to carry out 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 6.6this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Louisiana Pacific Corp)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to Purchaser the Acquiror Partiesfollowing: (ai) a counterpart special warranty Deed for the Property; (ii) a standard owner’s affidavit to the Title Company, and such further standard documents as may reasonably be required by the Title Company to consummate the transaction contemplated hereby and in connection with issuance of the owner’s extended coverage title insurance policy; (iii) an assignment substantially and assumption agreement for the Lease (the “Lease Assignment”), in the form attached hereto as Exhibit B G; (iv) an assignment and assumption agreement for all Service Contracts, if any, that Purchaser elects to have assigned and assumed pursuant to Section 6(a)(vi) above (the “Assignment of InterestsService Contract Assignment), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller) as contained in Exhibit H; (bv) a counterpart xxxx of a registration rights agreementsale conveying Seller’s right title and interest in and to the Personal Property to Purchaser free and clear of all interests, substantially liens and encumbrances, in the form attached hereto as Exhibit C I; (vi) a general assignment of all intangibles including, without limitation, all licenses, permits, warranties and authorizations presently issued in connection with the operation of all or any part of the Property, in the form attached hereto as Exhibit J; (vii) the original executed Leases and such Service Contracts as Purchaser has elected to assume as provided herein, all other files, documents and materials relating to the Property which are in Seller’s possession, all keys and security cards and codes relating to the Property, and all other personal property comprising a part of the Property not located on the Property, if any; (viii) a letter to each Tenant properly executed by Seller advising it of the sale to Purchaser; (ix) the Escrow Agreement attached hereto as Exhibit E (Registration Rights IRS Escrow Agreement”), duly ) executed by Seller;, pursuant to which Purchaser, in compliance with the Foreign Investment in Real Property Tax Act of 1980, as amended and Section 1445 of the Internal Revenue Code of 1986, shall remit a portion of the Purchase Price to the Title Company, which amount shall be held in an interest bearing account by the Title Company until a withholding certificate has been issued by the Internal Revenue Service. (cx) a certificate duly executed by the Secretary or an Assistant Secretary of “bring down certificate” stating that Seller, dated ’s representations and warranties are true and correct as of the Closing Date, in customary formthe form attached as Exhibit K; (xi) such resolutions, attesting authorizations, bylaws or other corporate, limited liability company and/or partnership documents relating to Seller as shall be reasonably required by the Title Insurer; (xii) keys to all locks located in or about any portion of the Property and all personal properly described in the Xxxx of Sale to the resolutions of extent in Seller’s possession or reasonable control; (xiii) all warranty transfer request forms related to warranties for the board of managers of roof, equipment and other items, if any. Seller authorizing agrees to use good faith efforts to assist Purchaser in completing the execution and delivery of the Transaction Documents warranty transfers after Closing; (xiv) all other documents, instruments or writings which may be reasonably required to which Seller is a party and the consummation of consummate the transactions contemplated hereby and therebyherein, and certifying including any reasonable closing documents requested by Title Insurer (provided that in no event shall any such resolutions were duly adopted and have not been rescinded or amended as document increase the liability of Seller); and. (xv) 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 Representation pursuant to Section 6.618(l) below.

Appears in 1 contract

Samples: Agreement of Sale (RREEF Property Trust, Inc.)

Seller Deliveries. At No less than one (1) Business Day prior to the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver or cause to be delivered, delivered to Purchaser or to the Acquiror PartiesEscrowee, as the case may be, the following items executed and acknowledged by Seller, as appropriate: (a) a counterpart of an assignment substantially deed (the “Deed”) in the form attached hereto and made a part hereof as Exhibit B F. (b) an assignment and assumption of the Leases (the “Assignment and Assumption of InterestsLeases”), 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 and made a part hereof as Exhibit C (the “Registration Rights Agreement”), duly executed by Seller;G. (c) a certificate duly xxxx of sale (the “Xxxx of Sale”) executed by the Secretary or an Assistant Secretary of Seller, in the form attached hereto and made a part hereof as Exhibit H. (d) a certification of non-foreign status (the “FIRPTA”) executed by Seller, in the form attached hereto and made a part hereof as Exhibit I, and any required state certificate that is sufficient to exempt Seller from any state withholding requirement with respect to the transactions contemplated hereby. (e) an assignment and assumption of the Contracts (the “Assignment and Assumption of Contracts”), in the form attached hereto and made a part hereof as Exhibit J. (f) all existing surveys, blueprints, drawings, plans and specifications for or with respect to the Property or any part thereof, to the extent the same are in Seller’s possession. (g) all keys to the Improvements, to the extent the same are in Seller’s possession. (h) all Leases in effect on the Closing Date, to the extent the same are in Seller’s possession. (i) all Contracts that shall remain in effect after the Closing, to the extent the same are in Seller’s possession (all items in clauses (f) through (i) may be either delivered at Closing or left at the management office at the Property, to the extent not previously delivered to Purchaser). (j) a Seller’s Residency Certification/Exemption form. (k) an Affidavit of Consideration for Use. (l) such further instruments as may be required by the Title Company to record the Deed. (m) notices to each of the tenants under the Leases (each, a “Tenant Notice”, and collectively, the “Tenant Notices”) in the form attached hereto and made a part hereof as Exhibit K, advising such tenants of the sale of the Property to Purchaser and directing them to make all payments to Purchaser or its designee, which Tenant Notices Purchaser shall, at Purchaser’s sole cost and expense, either mail by certified mail return receipt requested or hand-deliver to each applicable tenant. (n) evidence reasonably satisfactory to the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder. (o) all applicable transfer tax forms, if any. (p) an owner’s affidavit and gap indemnity in the form of Exhibit L attached hereto and made a part hereof (the “Title Affidavit”). (q) a certificate (the “Update”) of Seller dated as of the Closing Date certifying that the representations and warranties of Seller set forth in Section 7.1.1 of this Agreement, other than the representations and warranties set forth in Section 7.1.1 of this Agreement which are made as of the date of this Agreement (the representations and warranties of Seller set forth in Section 7.1.1 of this Agreement, other than the representations and warranties set forth in Section 7.1.1 of this Agreement which are made as of the date of this Agreement, being hereafter referenced to as “Closing Date Representations”), remain true and correct in all material respects as of the Closing Date, it being agreed that if any Closing Date Representation shall no longer be true and correct in customary form, attesting any material respect due to a change in the facts or circumstances which do not otherwise constitute a default of Seller pursuant to the resolutions express terms of this Agreement and Seller is unable to deliver the Update, the failure of Seller to deliver the Update shall, subject to the terms of Section 7.2.3(e), constitute a failure of a condition to Closing and shall not constitute a default by Seller under this Agreement, and Purchaser’s sole remedy in connection therewith shall be to terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned to Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement; provided, however, that if Seller has notified Purchaser as and in the manner provided by Section 3.1 of this Agreement, Escrowee shall release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 3.1 of this Agreement. (r) all originals in Seller’s possession or control (and where originals are not available, copies) 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 6.6Property Documents.

Appears in 1 contract

Samples: Contract of Sale (KBS Real Estate Investment Trust II, Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver or cause to be delivereddelivered to Purchaser, or to Fidelity National Title Insurance Company ("Escrowee"), as the Acquiror Partiescase may be, the following items executed and acknowledged by Seller, as appropriate: (a) a counterpart of an assignment substantially special warranty deed (the "Deed") in the form attached hereto and made a part hereof 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;EXHIBIT C. (b) a counterpart an assignment (the "Assignment and Assumption of a registration rights agreementLeases") of all right, substantially title and interest of Seller under the Leases which are in effect on the Closing Date, without recourse, representation or warranty, in the form attached hereto and made a part hereof as Exhibit C (EXHIBIT D, which shall include Purchaser's assumption of Seller's obligations under the “Registration Rights Agreement”), duly executed by Seller;Leases accruing from and after the Closing Date. (c) a certificate duly executed by xxxx of sale (the Secretary or "Xxxx of Sale") in the form attached hereto and made a part hereof as EXHIBIT E. (d) a certification of non-foreign status in the form attached hereto and made a part hereof as EXHIBIT F. (e) an Assistant Secretary assignment (the "Assignment and Assumption of SellerContracts") of all right, dated as title and interest of Seller under the Contracts (to the extent assignable) which are in effect on the Closing Date, in customary form, attesting to the resolutions of the board of managers of Seller authorizing the execution Date and delivery of the Transaction Documents to which Seller is a party party, without recourse, representation or warranty, in the form attached hereto and made a part hereof as EXHIBIT G, which shall include Purchaser's assumption of Seller's obligations under the consummation of the transactions contemplated hereby Contracts accruing from and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of after the Closing Date;. (df) a certificate duly executed by an executive officer of all existing surveys, blueprints, drawings, plans and specifications, permits, licenses and approvals for or with respect to the Property or any part thereof, to the extent the same are in Seller's possession. (g) all keys to the Improvements, dated as of to the extent the same are in Seller's possession. (h) all Leases in effect on the Closing Date, to the extent the same are in customary formSeller's possession. (i) all Contracts that shall remain in effect after the Closing, to the effect that extent the same are in Seller's possession. (j) all applicable transfer tax forms, if any. (k) such further instruments as may be necessary to record the Deed. (l) notices to each of the conditions specified tenants under the Leases (each, a "Tenant Notice", and collectively, the "Tenant Notices") in Section 7.2(a) the form attached hereto and (b)made a part hereof as EXHIBIT H, have been satisfied in advising such tenants of the sale of the Property to Purchaser and directing them to make all respects;payments to Purchaser or its designee, which Tenant Notices Purchaser shall, at Purchaser's sole cost and expense, either mail by certified mail return receipt requested or hand-deliver to each applicable tenant. (em) a certificate dated as evidence reasonably satisfactory to Fidelity National Title Insurance Company (the "Title Company") respecting the due organization of a recent date of Seller and the Secretary of State of the State of Delaware with respect to the valid existence due authorization and good standing in the State of Delaware of Seller; (f) a certificate, duly executed and acknowledged execution by Seller dated as of this Agreement and 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 documents required to be delivered pursuant to Section 6.6hereunder.

Appears in 1 contract

Samples: Contract of Sale (Keystone Property Trust)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliverdeliver to Buyer or, or cause to be deliveredif so directed by Buyer, to the Acquiror Partiesits designee, Extra Space Properties Twelve LLC, a Delaware limited liability company and a subsidiary of Buyer: (ai) a counterpart of an assignment substantially deeds for the Properties in the form forms attached hereto as Exhibit B A to this Agreement (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 AgreementDeeds”), duly executed by Seller; (cii) a certificate xxxx of sale in the form of Exhibit B attached to this Agreement and incorporated herein by this reference (the “Xxxx of Sale”), duly executed by Seller; (iii) an assignment and assumption of all leases or occupancy agreements for tenants or occupants of the Secretary or Properties in effect on the Closing Date together with all amendments and modifications thereto (“Leases”), in the form of Exhibit C attached to this Agreement and incorporated herein by this reference (the “Assignment of Leases”), duly executed by Seller for each of the Properties; (iv) an Assistant Secretary assignment and assumption of the contracts and Seller’s interest in and to all of the following, dated in each case, to the extent assignable: (a) to the extent that the same are in effect as of the Closing Date, in customary formany consents, attesting to licenses, permits, privileges, certificates of occupancy and other authorizations necessary for the resolutions use, operation or ownership of the board of managers of Seller authorizing the execution Properties, (b) those guaranties and delivery warranties in effect with respect to any portion 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 Properties as of the Closing Date, in customary form(c) all accounts, to the effect that each of the conditions specified in Section 7.2(a) accounts receivable 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 reserve funds held by Seller with respect to the valid existence operation of the Properties and good standing (d) contracts (to the extent the same are not transferred by the Deed, Xxxx of Sale or Assignment of Leases) in the State form of Delaware Exhibit D attached to this Agreement and incorporated herein by this reference (the “Assignment of Intangible Property”), duly executed by Seller for each of the Properties; (v) a duly executed copy of any Term Loan Release Document (as defined herein) and any Glendale Lease Release Document (as defined herein) to be executed by Seller or PICA, as applicable; (vi) if applicable, duly completed and executed real estate transfer or similar tax returns, together with payment, in the manner set forth in Section 7.4 of this Agreement, of all transfer or similar taxes due from Seller pursuant to the terms of this Agreement in connection with the Transaction; (vii) a non-foreign status affidavit in the form of Exhibit E attached hereto and incorporated herein by this reference (the “FIRPTA Affidavit”), pursuant to Section 1445 of the United States Internal Revenue Code of 1986, as amended (the “Code”), executed by Seller; (fviii) a certificate, duly executed and acknowledged such other documents as may reasonably be required by the Title Company or as may be agreed upon by Seller dated as and Buyer to consummate the Transaction; (ix) documentation to establish to Buyer’s reasonable satisfaction the due authorization 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 Seller’s execution of Section 1445 of the Codeall documents contemplated by this Agreement; and (gx) the certificate required by Section 4.6 of this Agreement, 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 6.6by Seller.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Extra Space Storage Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller Parties shall deliver, deliver (or cause to be delivered, ) to Buyer the Acquiror Partiesfollowing: (a) a counterpart Warranty Xxxx of an assignment substantially Sale in the form attached hereto as Exhibit B (A, providing for the “Assignment transfer to Buyer of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interestsall purchased Assets, duly executed by Seller; (b) a counterpart of a registration rights agreement, substantially the Assignment and Assumption Agreement in the form attached hereto as Exhibit C (B, providing for the “Registration Rights Agreement”)assignment and assumption of the Assumed Liabilities, duly executed by Seller; (c) a certificate Fifth Addendum to and Assignment and Assumption of Commercial Lease Agreement, in form and substance reasonably satisfactory to Buyer and Seller (the “Lease Assignment”), duly executed by the Secretary or an Assistant Secretary of Seller, dated as current tenant and the landlord 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 DateLeased Premises; (d) a certificate duly executed by an executive officer of Seller, dated as copies of the Closing Datethird party consents, in customary formapprovals, waivers and authorizations required to consummate the effect that each of the conditions specified in Section 7.2(atransactions contemplated by this Agreement, if any, as listed on Schedule 7.1(d) and (b), have been satisfied in all respectsattached hereto; (e) a certificate dated as evidence that all Liens encumbering the purchased Assets or any other assets of a recent date of LicenseCo have been duly released by the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Sellerlienholders, including, without limitation, UCC-3 termination statements; (f) resignation letters, in form and substance reasonably satisfactory to Buyer and duly executed by Xxxxx (and all other officers and directors of LicenseCo, if any), providing for the resignation from all offices and positions they hold in LicenseCo, effective as of (but contingent upon) the Closing; (g) resolutions of Xxxxx in his capacity as the sole director of LicenseCo prior to the Closing, in form and substance reasonably satisfactory to Buyer, approving the election of Xxxxx Xxxxxx as the sole director of LicenseCo, effective as of (but contingent upon) the Closing; (h) a certificatecertified copy of the resolutions of the Member of Seller and such member actions as may be required by Seller’s Operating Agreement to confirm Seller’s authority to undertake the sale of Assets and other transactions contemplated by this Agreement; (i) a notice to employees and independent contractors (if and as applicable) of LicenseCo advising of the instant transactions in a form mutually agreed upon between the Seller Parties and Buyer, duly executed by Seller; (j) good standing certificates for each of Seller and acknowledged LicenseCo, issued by Seller dated the Arizona Corporation Commission 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 Coderecent date; and (gk) duly executed letters of resignation such other documents or evidence of removal, effective deliverables as of may be reasonably requested by Buyer to give full effect to the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Securities Purchase Agreement (4Front Ventures Corp.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver or cause to be delivered, delivered to Purchaser or to the Acquiror PartiesEscrowee, as the case may be the following items executed and acknowledged by Seller, as appropriate: (a) a counterpart of an assignment substantially (the “Assignment and Assumption of Ground Lease”) of all right, title and interest of Seller under the Ground Lease, in the form attached hereto and made a part hereof as Exhibit B F. (b) an assignment and assumption of leases (the “Assignment and Assumption of InterestsLeases”), 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 and made a part hereof as Exhibit C (the “Registration Rights Agreement”), duly executed by Seller;G. (c) a certificate duly executed by xxxx of sale (the Secretary or an Assistant Secretary “Xxxx of Seller, dated as of the Closing DateSale”), in customary form, attesting to the resolutions of the board of managers of Seller authorizing the execution form attached hereto and delivery of the Transaction Documents to which Seller is made 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 part hereof as of the Closing Date;Exhibit H. (d) a certification of non-foreign status in the form attached hereto and made a part hereof as Exhibit I, and any required state certificate duly executed by that is sufficient to exempt Seller from any state withholding requirement with respect to the transactions contemplated hereby. (e) an executive officer assignment and assumption of the Assigned Contracts (the “Assignment and Assumption of Contracts”), in the form attached hereto and made a part hereof as Exhibit J. (f) all existing surveys, blueprints, drawings, plans and specifications for or with respect to the Property or any part thereof, to the extent the same are in Seller’s possession. (g) all keys to the Improvements, dated as of to the extent the same are in Seller’s possession. (h) all Leases in effect on the Closing Date, to the extent the same are in customary formSeller’s possession. (i) all Assigned Contracts, to the effect that extent the same are in Seller’s possession (all items in clauses (f) through (i) may be either delivered at Closing or left at the management office at the Property, to the extent not previously delivered to Purchaser). (j) all applicable transfer tax forms, if any. (k) such further instruments as may be required by the Title Company to record the Assignment and Assumption of Ground Lease. (l) notices to each of the conditions specified tenants under the Leases (each, a “Tenant Notice”, and collectively, the “Tenant Notices”) in Section 7.2(a) the form attached hereto and (b)made a part hereof as Exhibit K, have been satisfied in advising such tenants of the sale of the Property to Purchaser and directing them to make all respects;payments to Purchaser or its designee, which Tenant Notices Purchaser shall, at Purchaser’s sole cost and expense, either mail by certified mail return receipt requested or hand-deliver to each applicable tenant. (em) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect evidence reasonably satisfactory to the valid existence Title Company respecting the due organization of Seller and good standing in the State of Delaware of Seller; (f) a certificate, duly executed due authorization and acknowledged execution by Seller dated as of this Agreement and 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 documents required to be delivered pursuant to Section 6.6hereunder. (n) if applicable, an assignment and assumption of existing financing documents (the “Assignment and Assumption of Existing Financing Documents”), in a form approved by the Existing Lender. (o) a certified rent roll updated through 12:01 a.m. on the Closing Date and in the form of the rent roll attached hereto as Exhibit M.

Appears in 1 contract

Samples: Contract of Sale (Strategic Storage Trust, Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliverdeliver where indicated below to Buyer or to Buyer’s nominee the following items, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same to Buyer or cause to be delivered, its nominees: 8.2.1 A Special Warranty Deed (“Deed”) 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 Real Property from 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, in the form of Exhibit B; 8.2.2 Two (2) original Assignment and Assumption of Property Contracts, substantially in the form of Exhibit C, duly executed by Seller dated to Buyer; 8.2.3 Three (3) originals such affidavits or letters of indemnity as the Title Company shall customarily require in order to issue, without extra charge, an owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens, or for rights of parties in possession other than pursuant to the Leases to Buyer; 8.2.4 Two (2) original Non-Foreign Affidavits as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended, in the form of Exhibit D, duly executed by Seller to Buyer; 8.2.5 All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like, including the originals thereof, in Seller’s possession or control relating to the Land or the Improvements to Buyer; 8.2.6 Originals or copies certified by Seller of all records, Property Contracts, and all other books, records and files maintained by Seller and Seller’s property manager relating to the construction, leasing, operation and/or maintenance of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Seller is not a “foreign person” within Property (including without limitation all operating manuals relating to the meaning of Section 1445 operation of the Code; and (g) duly executed letters of resignation or evidence of removal, effective as equipment and systems which are a part of the Closing, of Property) to Buyer. 8.2.7 Two (2) original Settlement Statements executed by Seller in the Resigning Directors form as agreed by the parties to Buyer. 8.2.8 All other instruments and Officers as are documents reasonably required or desirable to be delivered pursuant effectuate this Agreement and the transactions contemplated thereby to Section 6.6Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Perma Fix Environmental Services Inc)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, Sellers’ Representative is delivering or cause causing to be delivered, delivered to the Acquiror PartiesBuyer: (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 Intereststhis Agreement, duly executed by Sellerthe Company, each Seller and the Sellers’ Representative; (b) (i) a counterpart certificate, dated the Closing Date, signed by the Secretary or any Assistant Secretary of the managing member of the Company, attesting to: (a) the completion of all necessary limited liability company action by the Company and all necessary corporate action by BHH to execute and deliver this Agreement, the other Seller Transaction Documents and the other Company Transaction Documents and to consummate the Transactions, and including copies of the Company’s Governing Documents and all resolutions required in connection with this Agreement or any other Company Transaction Document and (b) the good standing (or similar) certificates of the Company with respect to such entity’s jurisdiction of organization, and (ii) a registration rights agreementcertificate, substantially in dated the form attached hereto as Exhibit C (Closing Date, signed by an authorized officer of LMI, attesting to the “Registration Rights Agreement”), duly executed completion of all necessary corporate action by SellerLMI to execute and deliver this Agreement and the other Seller Transaction Documents and to consummate the Transactions; (c) a certificate duly executed payoff letter(s) in form and substance reasonably satisfactory to Buyer (the “Payoff Letters”), together with UCC-3 termination statements with respect to the financing statements filed against the assets of the Company by the Secretary or an Assistant Secretary holders of Seller, dated as of the Closing Datesuch Liens, in customary formeach case, attesting in form and substance reasonably satisfactory to Buyer relating to the resolutions payment of all Estimated Closing Indebtedness set forth in the board of managers of Seller authorizing Estimated Closing Statement (the execution and delivery of the Transaction Documents to “Payoff Amounts”), 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 DatePayoff Letters will contain customary lien releases; (d) a certificate duly executed by an executive officer of Seller, dated as the consents set forth on Section 1.3.1(d) of the Closing DateDisclosure Schedule, in customary formeach case, in form and substance reasonably satisfactory to the effect that each of the conditions specified in Section 7.2(a) and (b), have been satisfied in all respectsBuyer; (e) a certificate dated as Notice of a recent date Non-U.S. Real Property Holding Corporation Status which meets the requirements of Treasury Regulation Section 1.897-2(h) and is sufficient to exempt the transactions contemplated by this Agreement from withholding pursuant to the provisions of the Secretary of State of the State of Delaware with respect to the valid existence and good standing Foreign Investment in the State of Delaware of SellerReal Property Tax Act; (f) a certificateevidence of binding director and officer insurance coverage; (g) offer letters, duly executed and acknowledged by Seller dated as the Employees identified on Section 1.3.1(g) of the Closing DateDisclosure Schedule, pursuant to which such Employees agree to be bound by Buyer’s terms and conditions of employment; (h) resignations, in accordance with Treasury Regulation Section 1.1445-2(b)(2)form and substance reasonably satisfactory to Buyer, certifying that Seller is not a “foreign person” within the meaning of Section 1445 each manager, director and executive officer of the CodeCompany, which will be effective upon the Closing, except for such Persons as will have been designated in writing prior to the Closing by Buyer to the Sellers’ Representative; and (gi) duly executed letters of resignation or evidence of removal, effective as a DVD containing a copy of the Closing, of information and documents set forth in the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6Data Room.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Clarus Corp)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver the following to Buyer either directly or cause to be delivered, to the Acquiror Partiesthrough Escrow hereunder: (a) a counterpart A duly executed and acknowledged bxxx of an sale, assignment substantially and assumption agreement ("Assignment and Assumption Agreement") in the form of Exhibit "E" 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 Sellermade a part hereof; (b) a counterpart A certificate of a registration rights agreement, substantially Seller ("Seller Closing Certificate") updating the representations and warranties contained in Paragraph 7A hereof to the form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by SellerClosing Date and noting any changes thereto; (c) a certificate duly executed A notice to the tenants ("Tenant Notice") signed by the Secretary or an Assistant Secretary of Seller, dated as Seller advising them of the Closing Date, sale in customary form, attesting form reasonably satisfactory 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 DateBuyer; (d) a certificate duly executed A notice to the parties to the Service Agreements ("Service Provider Notice") signed by an executive officer of Seller, dated as Seller advising them of the Closing Date, sale in customary form, form reasonably satisfactory to the effect that each of the conditions specified in Section 7.2(a) Seller and (b), have been satisfied in all respectsBuyer; (e) a certificate dated as Duly executed and acknowledged certificates regarding the "non-foreign" status of a recent date Seller ("Certificate of the Secretary of State of the State of Delaware with respect to the valid existence and good standing Non-Foreign Status") in the State form of Delaware of SellerExhibit "F" attached hereto and made a part hereof; (f) a certificate, duly Duly executed and acknowledged by transfer declarations or other similar documents satisfying state law requirements, if applicable ("Transfer Declarations"); (g) To the extent not previously delivered to Buyer, copies of all Tenant Estoppel Certificates, Seller dated as Estoppel Certificates and REA Estoppel Certificates in Seller's possession. (h) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Seller is not a “foreign person” within due authorization and execution of this Agreement and the meaning of Section 1445 of the Codedocuments required to be delivered hereunder; and (gi) duly executed letters Such additional documents as may be reasonably required by Buyer and Title Company and the Other Title Company (subject to the terms hereof) in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein). (j) To the extent in Seller's possession or control, originals of resignation all Tenant Leases, Service Agreements, the balance of any tenant advertising, merchandising, promotional funds or evidence of removalother similar accounts, effective as all non-cash security deposits under Tenant Leases, if any, plans and specifications, tenant files, invoices, bxxxxxxx and other similar books and records necessary for the continued operation of the ClosingProperty, licenses, permits, certificates of occupancy, certificates of insurance from any tenants, and keys tagged for identification, to the extent the foregoing relate to the Property (such delivery being made by causing such items to be retained at the Property). To the extent that any of the Resigning Directors foregoing items are in the possession and Officers as control of Seller or its property manager, but are required not located at the Property, Seller will cause such items to be delivered pursuant at the Property (or, in the case of any original Tenant Leases or Service Agreements in the possession and control of Seller or its property manager but not located at the Property, at Buyer's offices at the address set forth in Paragraph 9H below), and to Section 6.6the extent that any of the foregoing items are in the possession and control of Seller or its property manager and are located at the Property, Seller will cause such items to be retained at the Property, and except for keys tagged for identification, Seller and its property manager shall be entitled to retain duplicate copies of any and all such items. (k) To the extent applicable to the Property, as reasonably determined by Seller, a Letter of Non-Applicability or a De Minimus Quantity Exemption, in form reasonably acceptable to Buyer, under the New Jersey Industrial State Recovery Act, N.J.

Appears in 1 contract

Samples: Purchase Agreement (JMB Income Properties LTD Xi)

AutoNDA by SimpleDocs

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Closing Seller shall deliver, or cause to be delivered, to the Acquiror Parties: (a) a counterpart of an assignment substantially A special warranty deed in proper form for recording, duly executed, witnessed and acknowledged, so as to convey to Buyer the form attached hereto as Exhibit B (fee simple title to the “Assignment of Interests”)Real Property and Improvements, evidencing subject only to the conveyancePermitted Exceptions. The previous provision to the contrary notwithstanding, assignment, transfer Buyer acknowledges and delivery to ETP LLC agrees that the special warranty deed executed by the Seller shall except from the conveyance of the Subject InterestsReal Property and Improvements and shall reserve unto the Seller and its successors and assigns, duly executed by in perpetuity, all of the oil, gas, petroleum, minerals, and mineral rights and related royalties in, under, and upon the Real Property, and all proceeds and other rights in connection therewith; provided, however, Seller will, for Seller, its successors and assigns, surrender and release Seller’s right to use the surface of the property for any purpose related to Seller’s ownership of the oil, gas, petroleum, minerals, and mineral rights and related royalties reserved, including, but not necessarily limited to, Seller’s right to use the surface for and in connection with the explorations for and the development, production, and mining of oil, gas, petroleum or other minerals from the Real Property, to the end that the Buyer may have the exclusive use of the surface of the Real Property; (b) a counterpart Originals, if available, or if not, true copies of a registration rights agreement, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by SellerLeases and Contracts; (c) a certificate duly executed Assignment to Buyer of all Leases, containing an indemnity against breach of such instruments by the Secretary or an Assistant Secretary of Seller, dated as of Seller prior to the Closing Date, in customary form, attesting Date and including all security deposits and other sums from tenants held by or for Seller with respect 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 therebyLeases, and certifying that containing a reciprocal indemnity from Buyer against breach of such resolutions were duly adopted instruments and have not been rescinded or amended as of claims made by tenants which arise from and after the Closing Date; (d) a certificate duly executed Assignment to Buyer of all Contracts, containing an indemnity against breach of such instruments by an executive officer of Seller, dated as of Seller prior to the Closing Date, in customary form, to and containing a reciprocal indemnity from Buyer against breach of such instruments and claims which arise from and after the effect that each of the conditions specified in Section 7.2(a) and (b), have been satisfied in all respectsClosing Date; (e) a certificate dated as A quitclaim xxxx of a recent date sale or assignment 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 Sellerall Personal Property; (f) An updated Rent Roll certified by Seller; (g) Tenant Estoppel Letters obtained by Seller, if not already delivered to Buyer, which must include those from seventy five percent (75%) by number of the tenants who have signed leases for any portion of the Real Property. In the event that one or more of the required Tenant Estoppel Letters is not delivered at least three (3) business days prior to Closing, the Seller shall have the right, in fulfillment of this condition, to deliver a certificateLandlord Estoppel Letter in the form attached hereto as Exhibit 8.1(g) (“Landlord Estoppel Letter”). If Seller delivers a Landlord Estoppel Letter for any tenant and within ninety (90) days thereafter delivers a Tenant Estoppel Letter from such tenant in form required herein and containing the same provisions as are included in the Landlord Estoppel Letter, duly executed Seller will be released from any and acknowledged all liabilities and obligations thereafter accruing under such Landlord Estoppel Letter; (h) An owner’s affidavit, non-foreign affidavit, non-tax withholding certificate and such other documents as may reasonably be required by the Title Company in order to effectuate the provisions of this Agreement and the consummation of the transactions contemplated herein; (i) Resolutions or affidavits of Seller authorizing the transaction described herein; (j) All keys and other means of access to the Improvements in the possession of Seller or its agents, or if the Improvements are accessed by a master key, Buyer shall be responsible for re-keying such Improvements; (k) Letters to tenants signed by Seller dated as notifying the tenants of the acquisition of the Property by Buyer and directing the tenants to pay all rents and other sums to Buyer from and after 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 (gl) duly executed letters of resignation or evidence of removal, effective Such other documents as of the Closing, of Title Company may reasonably request to effect the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6transaction contemplated by this Agreement.

Appears in 1 contract

Samples: Real Estate Sale Agreement (Hartman Short Term Income Properties XX, Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver or cause to be delivered, delivered to Purchaser or to the Acquiror PartiesEscrow Holder, as the case may be, the following items executed and acknowledged by Seller, as appropriate: (a) a counterpart of grant deed (the "Deed") in the form attached hereto and made a part hereof as Exhibit C. (b) an assignment substantially (the "Assignment and Assumption of Leases") of all right, title and interest of Seller under any Leases entered into pursuant to Section 7.2.3 (to the extent assignable) which are in effect on the Closing Date, without recourse, representation or warranty, in the form attached hereto and made a part hereof as Exhibit M, which shall include Purchaser's assumption of Seller's obligations under the Leases accruing from and after the Closing Date. (c) a bill of sale (the "Bill of Sale") xx the form attacxxx hereto and made a part hereof as Exhibit E. (d) a certification of non-foreign status in the form attached hereto and made a part hereof as Exhibit F. (e) an assignment (the "Assignment and Assumption of Contracts") of all right, title and interest of Seller under the Contracts (to the extent assignable) which are in effect on the Closing Date and to which Seller is a party, without recourse, representation or warranty, in the form attached hereto and made a part hereof as Exhibit G, which shall include Purchaser's assumption of Seller's obligations under the Contracts accruing from and after the Closing Date. (f) all existing surveys, blueprints, drawings, plans and specifications for or with respect to the Property or any part thereof, including any plans and specifications drawn for purposes of remodeling and expansion, to the extent the same are in Seller's possession or control. (g) all keys to the Improvements, to the extent the same are in Seller's possession. (h) subject to Section 7.2.3, all Leases in effect on the Closing Date, to the extent the same are in Seller's possession. (i) all Contracts that shall remain in effect after the Closing, to the extent the same are in Seller's possession. (j) all applicable transfer tax forms, if any. (k) such further instruments as may be necessary to record the Deed. (l) subject to Section 7.2.3, notices to each of the tenants under the Leases entered into in accordance with Section 7.2.3 (each, a "Tenant Notice", and collectively, the "Tenant Notices") in the form attached hereto as Exhibit B (the “Assignment of Interests”)I, evidencing the conveyance, assignment, transfer and delivery to ETP LLC advising such tenants of the Subject Interestssale of the Property to Purchaser and directing them to make all payments to Purchaser or its designee, duly executed which Tenant Notices Purchaser shall, at Purchaser's sole cost and expense, either mail by Seller;certified mail return receipt requested or hand deliver to each applicable tenant. (bm) 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 evidence reasonably satisfactory to the resolutions of Title Company respecting the board of managers due organization 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 due authorization 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 execution by Seller dated as of this Agreement and 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 documents required to be delivered pursuant to Section 6.6hereunder.

Appears in 1 contract

Samples: Contract of Sale (Sports Arenas Inc)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause execute and deliver to be delivered, to Buyer the Acquiror Partiesfollowing documents: (a) a counterpart of an assignment substantially noncompetition agreement (the "NONCOMPETITION AGREEMENT") 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 EXHIBIT D with Seller; (b) a counterpart the Xxxx of a registration rights agreementSale, substantially in and such other instruments of assignment as Buyer and its counsel reasonably request to evidence or effect the form attached hereto as Exhibit C (sale, transfer and conveyance and assignment of the “Registration Rights Agreement”), duly executed by SellerAssets to the Subsidiary; (c) a certificate duly executed certificate, signed by the Secretary or an Assistant Secretary chief executive officer of Seller, Seller and dated as of the Closing Date, in customary form, attesting to the resolutions effect that (i) all of the board of managers representations and warranties of Seller authorizing the execution in this Agreement are true and delivery correct as of the Transaction Documents Closing Date, as if made on the Closing Date; and (ii) Seller has fully performed each covenant required 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 be performed prior to the Closing Date; (d) a certificate duly executed by certificate, dated the Closing Date, of an executive officer of SellerSeller attaching resolutions of the Board of Directors of Seller in connection with the authorization and execution, dated delivery and performance by Buyer of this Agreement and the other Transaction Documents to which Buyer is a party, certified as being in full force and effect 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 disks, tapes and/or CDs containing the Secretary of State of the State of Delaware with respect to the valid existence intangible Assets set forth in Section 1.2 and good standing SCHEDULE 1.2(a); all records and other materials and documentation set forth in the State of Delaware of SellerSection 1.2 and SCHEDULE 1.2(a); (f) a certificate, duly executed all passwords and acknowledged by Seller dated as communications information used solely to operate the Business; (g) all other records of the Closing DateBusiness not previously provided to Buyer as reasonably requested by Buyer; (h) an opinion of Seller's counsel in form and substance satisfactory to Buyer and its counsel; (i) all consents necessary to transfer agreements, domain names and other tangibles and intangibles included 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 CodeAssets; and (gj) duly a receipt, executed letters of resignation or evidence of removalby the Shareholders, effective as acknowledging issuance to them of the Closing, of Buyer Common Stock and providing certain investment representations and representations acknowledging the Resigning Directors and Officers as are required to be delivered restrictions placed on the shares pursuant to Section 6.6this Agreement.

Appears in 1 contract

Samples: Asset Purchase Agreement (National Information Consortium)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to the Acquiror PartiesPurchaser: (a) a counterpart Special warranty deed and other instruments of an assignment substantially in the form attached hereto conveyance as Exhibit B (the “Assignment of Interests”), evidencing the conveyance, assignmentmay be necessary to sell, transfer and delivery convey all right, title and interest in and to ETP LLC the Real Property to Purchaser, free and clear of all Encumbrances (other than customary title exceptions that do not impair in any material respect Purchaser’s possession, use or enjoyment of any of the Subject InterestsReal Property), duly executed in forms to be reasonably agreed upon by SellerSeller and Purchaser; (b) a counterpart A xxxx of a registration rights agreementsale in substantially the form agreed upon by Seller and Purchaser prior to the Closing, pursuant to which the Personal Property shall be transferred to Purchaser; (c) An assignment and assumption agreement in substantially the form agreed upon by Seller and Purchaser prior to the Closing, pursuant to which Purchaser shall assume the Assumed Liabilities (the “Assignment and Assumption Agreement”); (d) Assignment and assumption agreements in substantially the form agreed upon by Seller and Purchaser prior to the Closing, with respect to each of the Equipment Leases (the “Equipment Lease Assignments”); (e) Assignment and assumption agreements in substantially the form agreed upon by Seller and Purchaser prior to the Closing, with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”); (f) The certificate required to be delivered by Seller pursuant to Section 9.1(e); (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; (i) A certificate of non-foreign status pursuant to Treasury Regulations Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form attached hereto of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv); (j) Affidavits and such other customary documentation as Exhibit C shall be reasonably required by a title company selected by Purchaser and reasonably acceptable to Seller to issue title insurance policies (each, a “Title Policy,” and collectively, the “Registration Rights AgreementTitle Insurance), duly executed ) with respect to the Real Property insuring Purchaser or its designee as owner of marketable fee simple title; (k) Seller’s keys to the safe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Office; (l) Seller’s records related to the Deposits assumed by Purchaser hereunder as exist and are in the possession or control of Seller; (cm) a certificate duly executed by The contract, agreements, leases and other documentation related to the Secretary or an Assistant Secretary Assets and the Assumed Liabilities; (n) A certified copy of Seller, dated as of the Closing Date, in customary form, attesting to the resolutions of the board of managers directors of Seller authorizing the execution and delivery of the Transaction Documents to which Seller is a party and the consummation of approving 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 Codehereby; and (go) duly executed letters of resignation or evidence of removal, effective Such other documents as of the Closing, of parties determine are reasonably necessary to consummate the Resigning Directors and Officers P&A Transaction as are required to be delivered pursuant to Section 6.6contemplated hereby.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (CenterState Banks, Inc.)

Seller Deliveries. At Simultaneously with the Closing, subject to the terms and conditions execution of this Agreement, Seller shall deliver, or cause is delivering to be delivered, to Purchaser the Acquiror Partiesfollowing: (a) a counterpart executed bills of an assignment substantially in the form attached hereto as Exhibit B (the “Assignment sale, instruments of Interests”), evidencing the conveyance, assignment, transfer certificates of title 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 Sellerother conveyance documents, dated as of the Closing Date, transferring to Purchaser all of Seller's right, title and interest in customary form, attesting and to the resolutions Assets, together with possession of the board Assets, including the Xxxx of managers Sale (the "Xxxx of Seller authorizing Sale") attached hereto as Exhibit 2.5(a); (b) executed trademark assignment agreement, transferring to Purchaser all of Seller's right, title and interest in and to the execution Embryomax trademark and delivery the Specialty Media trade name and related trademark (the "Trademark Assignment Agreement") attached hereto as Exhibit 2.5(b); (c) documents evidencing the assignment of the Transaction Documents to which Seller is a party Assumed Contracts and the consummation assignment of any assignable Licenses, including the transactions contemplated hereby Assignment and thereby, Assumption Agreement (the "Assignment and certifying that such resolutions were duly adopted and have not been rescinded or amended Assumption Agreement") attached hereto as of the Closing DateExhibit 2.5(c); (d) a certificate duly executed by an executive officer of SellerUniform Commercial Code termination statements attached hereto as Exhibit 2.5(d), dated as of terminating the Closing Date, in customary form, security interests with respect to the effect that each of Assets evidenced by the conditions specified in Section 7.2(a) and (b), have been satisfied in all respectsUniform Commercial Code financing statements described therein; (e) a certificate dated the Escrow Agreement, attached hereto 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;Exhibit 2.5(e); and (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 all other documents required to be delivered entered into by Seller pursuant hereto or reasonably requested by Purchaser to Section 6.6convey the Assets to Purchaser or to otherwise consummate the transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sentigen Holding Corp)

Seller Deliveries. At No less than one (1) Business Day prior to the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver or cause to be delivered, delivered to Purchaser or to the Acquiror PartiesEscrowee, as the case may be, the following items executed and acknowledged by Seller, as appropriate: (a) a counterpart of an assignment substantially deed (the “Deed”) in the form attached hereto and made a part hereof as Exhibit B F. (b) an assignment and assumption of the Leases (the “Assignment and Assumption of InterestsLeases”), 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 and made a part hereof as Exhibit C (the “Registration Rights Agreement”), duly executed by Seller;G. (c) a certificate duly xxxx of sale (the “Xxxx of Sale”) executed by the Secretary or an Assistant Secretary of Seller, in the form attached hereto and made a part hereof as Exhibit H. (d) a certification of non-foreign status (the “FIRPTA”) executed by Seller, in the form attached hereto and made a part hereof as Exhibit I, and any required state certificate that is sufficient to exempt Seller from any state withholding requirement with respect to the transactions contemplated hereby. (e) an assignment and assumption of the Contracts (the “Assignment and Assumption of Contracts”), in the form attached hereto and made a part hereof as Exhibit J. (f) all existing surveys, blueprints, drawings, plans and specifications for or with respect to the Property or any part thereof, to the extent the same are in Seller’s possession. (g) all keys to the Improvements, to the extent the same are in Seller’s possession. (h) all Leases in effect on the Closing Date, to the extent the same are in Seller’s possession. (i) all Contracts that shall remain in effect after the Closing, to the extent the same are in Seller’s possession (all items in clauses (f) through (i) may be either delivered at Closing or left at the management office at the Property, to the extent not previously delivered to Purchaser). (j) a Seller’s Residency Certification/Exemption form. (k) an Affidavit of Consideration for Use. (l) such further instruments as may be required by the Title Company to record the Deed. (m) notices to each of the tenants under the Leases (each, a “Tenant Notice”, and collectively, the “Tenant Notices”) in the form attached hereto and made a part hereof as Exhibit K, advising such tenants of the sale of the Property to Purchaser and directing them to make all payments to Purchaser or its designee, which Tenant Notices Purchaser shall, at Purchaser’s sole cost and expense, either mail by certified mail return receipt requested or hand-deliver to each applicable tenant. (n) evidence reasonably satisfactory to the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder. (o) all applicable transfer tax forms, if any. (p) an owner’s affidavit and gap indemnity in the form of Exhibit L attached hereto and made a part hereof (the “Title Affidavit”). (q) a certificate (the “Update”) of Seller dated as of the Closing Date certifying that the representations and warranties of Seller set forth in Section 7.1.1 of this Agreement, other than the representations and warranties set forth in Section 7.1.1 of this Agreement which are made as of the date of this Agreement (the representations and warranties of Seller set forth in Section 7.1.1 of this Agreement, other than the representations and warranties set forth in Section 7.1.1 of this Agreement which are made as of the date of this Agreement, being hereafter referenced to as “Closing Date Representations”), remain true and correct in all material respects as of the Closing Date, it being agreed that if any Closing Date Representation shall no longer be true and correct in customary form, attesting any material respect due to a change in the facts or circumstances which do not otherwise constitute a default of Seller pursuant to the resolutions express terms of this Agreement and Seller is unable to deliver the Update, the failure of Seller to deliver the Update shall, subject to the terms of Section 7.2.3(e), constitute a failure of a condition to Closing and shall not constitute a default by Seller under this Agreement, and Purchaser’s sole remedy in connection therewith shall be to terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned to Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement; provided, however, that if Seller has notified Purchaser as and in the manner provided by Section 3.1 of this Agreement, Escrowee shall release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 3.1 of this Agreement. (r) all originals in Seller’s possession or control (and where originals are not available, copies) 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;Property Documents. (ds) 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 6.6Intercreditor Agreement.

Appears in 1 contract

Samples: Contract of Sale (KBS Real Estate Investment Trust II, Inc.)

Seller Deliveries. At No less than one (1) Business Day prior to the Closing, subject to the terms and conditions of this Agreement, Seller Sellers shall deliver, deliver or cause to be delivered, delivered to Purchaser or to the Acquiror PartiesEscrowee, as the case may be, the following items executed and acknowledged by each Seller, as appropriate: (a) a counterpart of an assignment substantially deed for the One Land and One Improvements (the “One Deed”) in the form attached hereto and made a part hereof 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;F-1. (b) a counterpart of a registration rights agreement, substantially deed for the Two Land and Two Improvements (the “Two Deed”) in the form attached hereto and made a part hereof as Exhibit C (the “Registration Rights Agreement”), duly executed by Seller;F-2. (c) a certificate duly deed for the Three Land and Three Improvements (the “Three Deed” and, together with the “One Deed” and the “Two Deed”, collectively, the “Deeds”) in the form attached hereto and made a part hereof as Exhibit F-3. (d) an assignment and assumption of the Leases for each of the One Property, the Two Property and the Three Property (individually and collectively, the “Assignment and Assumption of Leases”), in the form attached hereto and made a part hereof as Exhibit G. (e) a xxxx of sale for each of the One Property, the Two Property and the Three Property (individually and collectively, the “Xxxx of Sale”), in the form attached hereto and made a part hereof as Exhibit H. (f) a certification of non-foreign status (the “FIRPTA”) executed by the Secretary or an Assistant Secretary of each Seller, in the form attached hereto and made a part hereof as Exhibit I, and any required state certificate that is sufficient to exempt Sellers from any state withholding requirement with respect to the transactions contemplated hereby. (g) an assignment and assumption of the Contracts for each of the One Property, the Two Property and the Three Property (individually and collectively, the “Assignment and Assumption of Contracts”), in the form attached hereto and made a part hereof as Exhibit J. (h) all existing surveys, blueprints, drawings, plans and specifications for or with respect to the Property or any part thereof, to the extent the same are in Sellers’ possession. (i) all keys to the Improvements, to the extent the same are in Sellers’ possession. (j) all Leases in effect on the Closing Date, to the extent the same are in Sellers’ possession. (k) all Contracts that shall remain in effect after the Closing, to the extent the same are in Sellers’ possession (all items in clauses (f) through (i) may be either delivered at Closing or left at the management office at the Property, to the extent not previously delivered to Purchaser). (l) such further instruments as may be required by the Title Company to record the Deeds. (m) notices to each of the tenants under the Leases (each, a “Tenant Notice”, and collectively, the “Tenant Notices”) in the form attached hereto and made a part hereof as Exhibit K, advising such tenants of the sale of the Property to Purchaser and directing them to make all payments to Purchaser or its designee, which Tenant Notices Purchaser shall, at Purchaser’s sole cost and expense, either mail by certified mail return receipt requested or hand-deliver to each applicable tenant. (n) evidence reasonably satisfactory to the Title Company respecting the due organization of Sellers and the due authorization and execution by Sellers of this Agreement and the documents required to be delivered hereunder. (o) an owner’s affidavit and gap indemnity as to each Property in the form of Exhibit L attached hereto and made a part hereof (individually and collectively, the “Title Affidavit”). (p) a certificate (the “Update”) of Sellers dated as of the Closing Date certifying that the representations and warranties of Sellers set forth in Section 7.1.1 of this Agreement, other than the representations and warranties set forth in Section 7.1.1 of this Agreement which are made as of the date of this Agreement (the representations and warranties of Sellers set forth in Section 7.1.1 of this Agreement, other than the representations and warranties set forth in Section 7.1.1 of this Agreement which are made as of the date of this Agreement, being hereafter referenced to as “Closing Date Representations”), remain true and correct in all material respects as of the Closing Date, it being agreed that if any Closing Date Representation shall no longer be true and correct in customary form, attesting any material respect due to a change in the facts or circumstances which do not otherwise constitute a default of Sellers pursuant to the resolutions express terms of this Agreement and Sellers are unable to deliver the Update, the failure of Sellers to deliver the Update shall, subject to the terms of Section 7.2.3(e), constitute a failure of a condition to Closing and shall not constitute a default by Sellers under this Agreement, and Purchaser’s sole remedy in connection therewith shall be to terminate this Agreement by written notice to Sellers, in which event the Deposit shall be returned to Purchaser and no party hereto shall have any further obligations in connection herewith except under those provisions that expressly survive the Closing or a termination of this Agreement; provided, however, that if Sellers have notified Purchaser as and in the manner provided by Section 3.1.2 of this Agreement, Escrowee shall release the Deposit to Purchaser, less the Pre-Closing Breach Amount, which Pre-Closing Breach Amount shall be held by Escrowee until the same is to be released as and in the manner provided by Section 3.1.2 of this Agreement. (q) all originals in Sellers’ possession or control (and where originals are not available, copies) 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 6.6Property Documents.

Appears in 1 contract

Samples: Contract of Sale (KBS Real Estate Investment Trust III, Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to Purchaser the Acquiror Partiesfollowing: (ai) a counterpart of standard warranty Deed for the Property; (ii) an owner’s affidavit, “gap” undertaking and authorization documents to the Title Company as provided for herein, and such further standard documents as may reasonably be required by the Title Company to consummate the transaction contemplated hereby; (iii) an assignment substantially and assumption agreement for the Lease and Xxxx of Sale in the form forms attached hereto as Exhibit B E and Exhibit F (the “Assignment of InterestsAssignment”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller; (biv) the original executed Lease and such Service Contracts, if any, as Purchaser has elected to assume as provided herein, all other files, documents and materials relating to the Property which are in Seller’s possession, all keys and security cards and codes relating to the Property, and all other personal property comprising a part of the Property not located on the Property, if any; (v) a counterpart letter to Tenant properly executed by Seller advising it of a registration rights agreement, substantially in the form sale to Purchaser and advising it to pay all future rent as Purchaser may direct; (vi) the Escrow Agreement attached hereto as Exhibit C D (the Registration Rights IRS Escrow Agreement”), duly ) executed by Seller; (c) a certificate duly executed by the Secretary or an Assistant Secretary of Seller, dated as of the Closing Datepursuant to which Purchaser, in customary formcompliance with the Foreign Investment in Real Property Tax Act of 1980, attesting to the resolutions of the board of managers of Seller authorizing the execution as amended 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; andInternal Revenue Code of 1986, shall remit a portion of the Purchase Price to the Title Company, which amount shall be held in an interest bearing account by the Title Company until a withholding certificate has been issued by the Internal Revenue Service. (gvii) 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 6.6a Closing Statement.

Appears in 1 contract

Samples: Agreement of Sale (Plymouth Industrial REIT Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to Buyer the Acquiror Partiesfollowing: (a) a counterpart A duly executed bxxx of an sale, assignment substantially and assumption agreement (“Assignment and Assumption Agreement”) from Seller with respect to the tangible and intangible personal property included in the Property (including the Leases and Service Agreements) in the form attached hereto of Exhibit “G,” together with any and all consents as Exhibit B (may be required to effect the “Assignment assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Sellerany tangible or intangible personal property; (b) a counterpart A duly executed certificate of a registration rights agreement, substantially Seller (the “Seller Closing Certificate”) in the form attached hereto of Exhibit “I” updating the representations and warranties contained in Section 7.1 hereof to the Closing Date and noting any changes thereto (subject, however, to Buyer’s right to terminate as Exhibit C provided herein with respect to any such changes); (c) Notices to each of the tenants under the Leases (Registration Rights AgreementTenant Notices”), duly executed by Seller; (c) a certificate duly executed by Seller in the Secretary or an Assistant Secretary form of SellerExhibit “K”, dated as addressed to each 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 Datetenants; (d) a certificate duly executed by an executive officer Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization and good standing of Seller, dated as Seller and the due authorization and execution of this Agreement and the Closing Date, in customary form, documents required to the effect that each of the conditions specified in Section 7.2(a) and (b), have been satisfied in all respectsbe delivered hereunder; (e) a certificate dated as To the extent they are then in Seller’s possession, and have not heretofore 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 for all improvements on the Property; (iv) all documents of a recent date Seller relating to the Property; (v) originals of all Leases (and all modifications and amendments thereto, side letters, indemnity and/or reimbursement agreements, letters of credit and other documents and materials relating thereto), copies of all subleases and other occupancy agreements affecting the Property, all correspondence to or from any tenants, relating to the Leases; and (vi) originals of all Service Agreements that will remain in effect after the Closing and all correspondence and records relating to the on-going operations (including tenant bxxxxxxx) and maintenance of the Secretary Property (which materials under this clause (e) may be either delivered at Closing or left at the management office at the Property). In addition, Seller shall direct its property management company, if any, to deliver any documents or other files of State Seller in such management company’s possession to Buyer at the Closing or to be left at the offices of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of SellerProperty; (f) a certificate, duly executed and acknowledged by Seller dated as A Certificate of the Closing Date, in accordance with Treasury Regulation Section 1.1445Non-2(b)(2), Foreign Status; (g) A California Franchise Tax Board Form 590RE certifying that Seller is not a “foreign person” within exempt from withholding requirements under Revenue & Taxation Code Section 18662; (h) Any customary owner’s affidavit and indemnities for mechanics’ liens and similar matters as may be required by the meaning of Section 1445 of Title Company to issue the CodeTitle Policy (defined below) to Buyer; and (gi) duly executed letters of resignation Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or evidence of removalliability or obligations of, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6Seller in a manner not otherwise provided for herein).

Appears in 1 contract

Samples: Purchase Agreement (Hines Real Estate Investment Trust Inc)

Seller Deliveries. (a) At the Initial Closing or the Subsequent Closing, as applicable, Seller shall deliver to Purchaser: (i) an executed global assignment of the Loan Documents in respect of the Initial Closing Loans or the Subsequent Closing Loans, as applicable, in substantially the form of Exhibit 3.5(a)(i) (the "Loan Document Assignment"), assigning all of the rights, benefits and title to each of the Initial Closing Loans or the Subsequent Closing Loans, as applicable, 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 an Initial Closing Loan or Subsequent Closing Loan, as applicable, 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 mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable parish land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each such Initial Closing Loan or Subsequent Closing; (ii) The certificate required to be delivered by Seller pursuant to Section 9.1(e); and (iii) The Records with respect to the Initial Closing Assets or Subsequent Closing Assets, as applicable. (b) At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to the Acquiror PartiesPurchaser: (ai) a counterpart Deeds and other instruments of an assignment substantially in the form attached hereto conveyance as Exhibit B (the “Assignment of Interests”), evidencing the conveyance, assignmentmay be necessary to sell, transfer and delivery convey all of Seller's right, title and interest in and to ETP LLC the Owned Real Property to Purchaser, free and clear of the Subject Interestsall Encumbrances (other than Permitted Encumbrances), duly executed in forms to be reasonably agreed upon by SellerSeller and Purchaser; (bii) a counterpart A xxxx of a registration rights agreement, sale in substantially in the form attached hereto as of Exhibit C (the “Registration Rights Agreement”3.5(b)(ii), duly executed by Sellerpursuant to which the Personal Property shall be transferred to Purchaser; (ciii) a certificate duly executed by An assignment and assumption agreement in substantially the Secretary or an Assistant Secretary form 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; (dExhibit 3.5(b)(iii) 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 Assumed Liabilities, except for Loans as contemplated by Section 3.5(b)(v) (the "Assignment and good standing in the State of Delaware of SellerAssumption Agreement") and all third party consents obtained pursuant to Section 7.4; (fiv) 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(b)(iv), with respect to each of the Branch Leases (the "Branch Lease Assignments"); (v) an executed Loan Document Assignment assigning all of the rights, benefits and title to each of the Loans (other than the Initial Closing Loans and the Subsequent Closing Loans, if any), and (ii) a certificate, power of attorney duly executed and acknowledged by Seller dated 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 (other than an Initial Closing Loan and a Subsequent Closing Loan, if any) 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 mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable parish land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each of the Loans (other than the Initial Closing DateLoans and the Subsequent Closing Loans, in accordance if any); and any other documentation associated with the Loans acquired hereunder as Purchaser may reasonably request; (vi) The certificate required to be delivered by Seller pursuant to Section 9.1(e); (vii) 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); (viii) Affidavits and such other customary documentation as shall be reasonably required by a title company selected by Purchaser (the "Title Insurer") to issue the Title Insurance with respect to the Real Property insuring Purchaser or its designee as either owner of marketable fee simple title (in the case of each of the Owned Real Properties) or holder of marketable leasehold interest (in the case of each of the Leased Real Properties in respect of which a memorandum of lease is of public record), certifying that Seller is not a “foreign person” within subject only to Permitted Encumbrances; (ix) A signed commitment by the meaning of Section 1445 of Title Insurer to issue the CodeTitle Insurance; (x) The Safe Deposit Agreements and Seller's keys to the safe deposit boxes, as well as all other records as exist and are in Seller's possession or control related to the safe deposit box business at the Branches; and (gxi) duly executed letters of resignation or evidence of removal, effective as The Records (other than in respect of the ClosingInitial Closing Assets and the Subsequent Closing Assets, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6if any).

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Hancock Holding Co)

Seller Deliveries. At Seller shall have delivered to Purchaser: (A) a bargain and sale deed in the Closingform attached as Exhibit E, with covenant against grantor’s acts, in recordable form, duly authorized and executed by or on behalf of Seller, conveying fee simple title to the Property, subject to all Permitted Exceptions (the terms and conditions of this Agreement, Seller shall deliver, or cause to be delivered, to the Acquiror Parties:“Deed”), (aB) 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 InterestsLease, duly executed by or on behalf of Seller;, (bC) 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), affidavit certifying that Seller is not a “foreign person” within the meaning of Section Sections 1445 or 7701 of the Code, (D) [omitted]; (E) to the extent in Seller’s possession and not otherwise delivered or available to Purchaser prior to the Closing, copies of all governmental permits and certificates of occupancy, (F) any applicable State or local transfer tax forms in accordance with Section 7(a), (G) an assignment by Seller to Purchaser of (1) all licenses, permits and other governmental approvals to operate the Property, and (2) all warranties and guarantees with respect to the improvements, fixtures and equipment (if any) included within the Property, provided that such assignment shall be restricted to such items which legally may be assigned and the assignment of which does not impair in any respect or result in the loss of the rights of the holder thereunder. (H) documents reasonably required by the Purchaser’s lender to be signed by Seller such as an estoppel by Seller in respect of the Lease in form and substance reasonably acceptable to Seller and Purchaser’s lender, the Subordination, Nondisturbance and Attornment Agreement (as defined in Section 12(ii)) and other customary documents; provided, however, that the foregoing shall not impose any additional liabilities or duties upon Seller beyond those imposed herein and as of the date hereof or imposed upon Seller, as lessee, under the Lease, and (gI) duly executed letters an opinion of resignation or evidence of removal, effective as of Seller’s counsel that the Closing, of the Resigning Directors Lease is enforceable against Seller in accordance with its terms subject to customary bankruptcy and Officers as are required to be delivered pursuant to Section 6.6equitable remedies.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ca, Inc.)

Seller Deliveries. At or before the Closing, subject to the terms and conditions of this Agreement, Seller shall deliverdeliver to Escrow Agent or Buyer (as applicable) the following documents in the forms attached hereto or otherwise reasonably satisfactory in form and substance to Seller and Buyer and their counsel, or cause to be delivered, to the Acquiror Partiesproperly executed and acknowledged as required: (ai) a counterpart An original deed (the “Deed”) in the form of Exhibit D attached hereto and incorporated herein by reference; (ii) Four (4) duly executed counterparts of an assignment substantially original Bill of Sale in the form of Exhibit E attached hereto and incorporated herein by reference; (iii) Four (4) duly executed counxxxxarts of an original of an Assignment and Assumption Agreement relating to the Leases and security deposits, key deposits, last month’s rent and accrued interest thereon to the extent required by the Lease or applicable law but excluding any of such deposits which are non-refundable (collectively, the “Security Deposits”) in the form attached hereto as Exhibit B F and incorporated herein by reference (the “Assignment of InterestsLease Assignment”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller; (biv) a counterpart Originals of a registration rights agreementall Leases, substantially any renewals thereof and all amendments thereto, and copies of Lease records, service contracts, guarantees, licenses, permits, warranties and all other non-confidential and nonproprietary books, records and files, maintained by Seller or Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property, to the extent in Seller’s possession or control and located at the Premises (excluding Seller’s corporate records); (v) Four (4) duly executed counterparts of an original of an Assignment and Assumption Agreement in the form attached hereto as Exhibit C G and incorporated herein by reference relating to the Intangible Property and Operating Contracts, as hereinafter defined (the “Registration Rights AgreementContract Assignment”), duly executed by Seller; (cvi) a certificate duly executed by To the Secretary extent not previously delivered originals or an Assistant Secretary copies of all certificates of occupancy in Seller, dated as ’s possession or control for all of the Closing Date, in customary form, attesting to the resolutions Improvements that form a part of the board of managers of Seller authorizing the execution Property 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 all tenant occupied space included within such resolutions were duly adopted and have not been rescinded or amended as of the Closing Datebuildings; (dvii) a certificate Four (4) duly executed counterparts of an original certification of non foreign status in the form attached hereto as Exhibit H and incorporated herein 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 respectsreference; (eviii) a certificate dated as Evidence satisfactory to the Title Company that all necessary approvals and/or consents by the directors of a recent date Seller have been delivered and such other evidence satisfactory to the Title Company of Seller’s authority and the authority of the Secretary signatory on behalf of State Seller to convey the Premises pursuant to this Contract; 8457297.7 (ix) Originals or a copy of all as built plans and specifications, architectural and engineering drawings, utilities layout plans, topographical plans and the State of Delaware with respect to like for the valid existence and good standing Improvements (if in Seller’s possession or control if not delivered at the State of Delaware of SellerPremises); (fx) All Security Deposits, together with accrued interest thereon if payable under the Leases or pursuant to applicable law; (xi) Affidavits sufficient for the Title Company to delete any exceptions for parties in possession (other than tenants under the Leases, as tenants only) and mechanics’ or materialmen’s liens from the Title Policy; (xii) A Rent Roll certified as true and correct in all material respects as of five days before the Closing Date which certification shall be subject to the qualifications and limitations set forth in Section 11.3; (xiii) A signed copy of a certificateclosing statement setting forth the Purchase Price, the closing adjustments and prorations and the application thereof at the Closing (the “Closing Statement”); (xiv) Four (4) duly executed and acknowledged counterparts of a certification by Seller dated that all representations and warranties made by Seller in this Contract are true and correct in all material respects on the date of Closing; (xv) A copy of a standard tenant notification letter in a form to be drafted by Buyer and reasonably satisfactory to Seller and 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 Coderequired by law; and (gxvi) duly executed letters of resignation or evidence of removal, effective Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the ClosingContract, of the Resigning Directors and Officers as are provided that in no event shall Seller be required to be delivered pursuant to Section 6.6deliver any item which increases its liabilities or obligations after the Closing.

Appears in 1 contract

Samples: Purchase and Sale Contract (New England Realty Associates Limited Partnership)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller Sellers shall deliver, deliver or cause to be delivereddelivered to Escrowee or to Purchaser, unless otherwise noted to be delivered by Sellers on or prior to Closing, the Acquiror Partiesfollowing items for each Project Asset executed and acknowledged by the Applicable Seller or such other party, as appropriate: (a) a counterpart of an assignment substantially original duly executed and acknowledged deed (the “Deed”) 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 SellerD; (b) a counterpart an assignment and assumption of a registration rights agreementleases and contracts (the “Assignment and Assumption of Leases and Contracts”), substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by SellerE; (c) a certificate duly executed by the Secretary or an Assistant Secretary xxxx of Seller, dated as sale and general assignment(the “Xxxx of the Closing DateSale”), 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 form attached hereto as of the Closing DateExhibit F; (d) a certification of non-foreign status in the form attached hereto as Exhibit G, and any required state certificate duly executed by an executive officer of Seller, dated as of the Closing Date, in customary form, that is sufficient to exempt each Seller from any state and local withholding requirements with respect to the effect that each of the conditions specified in Section 7.2(a) and (b), have been satisfied in all respectstransactions contemplated hereby; (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware all existing surveys, blueprints, drawings, plans and specifications for, or with respect to, the Project Assets or any part thereof, to the valid existence and good standing extent the same are in the State of Delaware of SellerSellers’ possession or control; (f) a certificateall Pinole Point Personal Property and Fremont Personal Property, duly executed including all keys, pass cards, security codes, computer software and acknowledged by Seller dated as other devices relating to access to the Improvements, to the extent the same are in Sellers’ possession or control; (g) originals of all Leases and Contracts that shall remain in effect on the Closing Date, to the extent the same are in accordance with Treasury Regulation Sellers’ possession or control, and if originals are not in Sellers’ possession or control, then copies thereof shall suffice (all items in clauses (e) through (g) may be either delivered at Closing or left at the management office of each Project Asset, to the extent not previously delivered to Purchaser); (h) Title Company’s so-called customary “Owner’s Affidavit” and such further instruments as may be reasonably required by Purchaser or the Title Company in order to issue the Owner’s Policy as described in Section 1.1445-2(b)(2)4.1, certifying that Seller is not a “foreign person” within including as may be required by the meaning of Section 1445 Title Company in order to delete all standard exceptions to the Owner’s Policy, including, without limitation, the exceptions related to the parties in possession and mechanic’s liens; (i) notices to each of the Codetenants under the Leases (“Tenant Notices”) in the form attached hereto as Exhibit H, advising such tenants of the sale of the Project Asset to Purchaser and directing them to make all payments to Purchaser or its designee, which Tenant Notices Purchaser shall at Purchaser’s sole cost and expense, mail by certified mail return receipt requested or nationally recognized overnight carrier to each applicable tenant; (j) a duly executed closing settlement sheet to reflect the credits, prorations and adjustments contemplated by or specifically provided for in this Agreement; and (gk) duly executed letters evidence reasonably satisfactory to the Title Company respecting the due organization of resignation or evidence Sellers and the due authorization and execution by Sellers of removal, effective as of this Agreement and the Closing, of the Resigning Directors and Officers as are documents required to be delivered pursuant to Section 6.6hereunder.

Appears in 1 contract

Samples: Contract of Sale (Industrial Income Trust Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to the Acquiror PartiesBuyer: (a) a counterpart Xxxx of an assignment substantially Sale for all of the Assets that are Tangible Personal Property in the form attached hereto as Exhibit B 3.2.1(a) (the Assignment Xxxx of InterestsSale”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller; (b) Certificate of title for any Tangible Personal Property that are vehicles or other Asset evidenced by a counterpart certificate of a registration rights agreementtitle, 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 Assignment of the Closing Date, Real Property Lease assumed by Buyer in customary form, attesting a form and substance satisfactory 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 DateBuyer; (d) Assignment of the Assets that are intangible personal property to Buyer in a certificate duly form attached as Exhibit 3.2.1(d) (“Assignment and Assumption Agreement”) 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 Assignments of a recent date all Intellectual Property Assets and separate assignments of the Secretary DBA and all registered Marks, Patents, and Copyrights in a form attached as Exhibit 3.2.1(e) (“Assignment of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Intellectual Property”) executed by Seller; (f) a certificateDomain Name Assignment for transfer of the domain name “xxxxxxxxxxxxx.xxx” in form attached as Exhibit 3.2.1(f), duly to be 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; andand Xxxx Xxxxxxxx; (g) duly Trademark/Service Xxxx Assignment for transfer of the federal registered trademark “SDN Essentials” in form attached as Exhibit 3.2.1(g), to be executed by SDN Essentials, LLC; (h) Noncompetition agreements in the form of Exhibit 3.2.1(h) (the “Noncompetition Agreements”) executed by Seller; (i) Releases of all Encumbrances relating to the Assets, and the Seller shall have obtained and delivered to Buyer payoff letters with respect to all Indebtedness outstanding immediately prior to the Closing (in each case on terms and conditions satisfactory to Buyer), as well as UCC-3 termination statements and any other documents required to evidence the Liens and Encumbrance releases; (j) Certificate of resignation or evidence the secretary of removalSeller, effective in a form satisfactory to Buyer, certifying, as complete and accurate, as of the Closing, (i) copies of the Resigning Directors Governing Documents of Seller, (ii) certificate of good standing or other similar certificate issued by the Secretary of State of Delaware dated no earlier than five (5) Business Days prior to Closing, and Officers (iii) resolutions or actions of the Board of Director of Seller approving the execution and delivery of this Agreement and the consummation of the Contemplated Transactions; (k) Third party consents for assignment of all of the Assumed Contracts; (l) Such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in form and substance satisfactory to Buyer and its legal counsel and executed by Seller; and (m) Such other documents or instruments as Buyer reasonably requests and are required reasonably necessary to be delivered pursuant to Section 6.6consummate the Contemplated Transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Intercloud Systems, Inc.)

Seller Deliveries. At the Closing, subject As a condition precedent to the terms and conditions of this AgreementXxxxx's obligations hereunder, Seller shall deliver, or cause to be delivered, deliver the following (fully executed and notarized where appropriate) to the Acquiror Parties“Escrow Agent” of the Title Company for delivery to Buyer at Closing with respect to the Property: (a1) a counterpart of an assignment substantially A Special Warranty Deed to Buyer, duly executed and acknowledged by Xxxxxx, conveying good and indefeasible fee simple title to the Property to Buyer, subject only to Permitted Exceptions and reserving for Seller all oil, gas, hydrocarbons, geothermal and minerals, in the form attached hereto as Exhibit B B. (the “2) A Bill of Sale, Assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject InterestsAssumption, duly executed and acknowledged by Seller; , assigning to Buyer all of Seller’s right, title and interest in and to: (a) all Personal Property; (b) a counterpart of a registration rights agreement, substantially Personal Property Leases; (c) Service Contracts; (d) all warranties applicable to the Property; and (e) all Intangible Property in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by Seller;C. (c3) a certificate duly executed by the Secretary or an Assistant Secretary An Assignment and Assumption 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 Leases 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 certificateSecurity Deposits, duly executed and acknowledged by Seller dated Xxxxxx, assigning to Buyer all of Seller's right, title, and interest in the Leases and any amendments or modifications thereto, together with the executed originals of all of the Leases or any other occupancy agreements relating to all or any part of the Property, in the form attached hereto as Exhibit D. (4) A copy of Seller's most recent operating agreement, and Minutes of Action By Consent of The Special Meeting of The Members of Xxx Xxxxxxx, LLC, in the form attached hereto as Exhibit E. (5) An affidavit in a form acceptable to the Title Company sufficient to remove any exception for mechanic’s and materialmen's liens. (6) In the form of a credit against the Purchase Price, an amount equal to the refundable security and other deposits set forth on the Rent Roll or in Seller’s possession. (7) Deliver: (a) the originals of each of the Leases (including any amendments) in effect at the Property as of the Closing Date; (b) all tenant files, in accordance with Treasury Regulation Section 1.1445-2(b)(2)including without limitation, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Codeall applications, correspondence, and credit reports for each tenant; and (gc) 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.all tenant ledgers; (d) an escrow

Appears in 1 contract

Samples: Purchase and Sale Agreement

Seller Deliveries. At least one (1) Business Day before the Closing, subject to the terms and conditions of this AgreementClosing Date for any particular Loan, Seller shall deliverexecute (and where applicable, or cause duly acknowledge) and deliver a copy to be deliveredBuyer via electronic delivery, the following documents (collectively, “Seller Closing Documents”) in connection with the sale of such Loan, unless (and then, only to the Acquiror Parties: extent) delivery of any of the below items is waived by Buyer in writing: (ai) a counterpart of an assignment substantially in the Note evidencing such Loan; (ii) the duly executed allonge endorsement to the Note evidencing such Loan, the form of which is attached hereto as Exhibit B B; (iii) the “Assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery Loan Documents applicable to ETP LLC such Loan; (iv) one (1) duly executed counterpart of the Subject InterestsAssignment and Assumption of Loan Documents for such Loan, duly executed by Seller; (b) a counterpart of a registration rights agreement, substantially in the form of which is attached hereto as Exhibit C (the Registration Rights AgreementAssignment and Assumption of Loan Documents”), duly executed by Seller; ; (cv) a certificate duly executed by the Secretary or an Assistant Secretary Assignment 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 Security Instrument with respect to the valid existence Security Instrument applicable to such Loan, in substantially the form and good standing in the State of Delaware of Seller; (f) content set forth on Exhibit D, attached hereto and made a certificatepart hereof, duly executed and acknowledged by Seller dated (“Assignment of Security Instrument”); (vi) the Seller Loan Policy for such Loan; (vii) a loan payment history for the Note; (viii) a separate letter executed by Seller and addressed to the Borrower of such Loan (1) notifying the Borrower that the Loan and all Loan Documents associated therewith have been purchased by, and assigned to, Buyer as of the Closing DateDate (for each Loan, a “Borrower Notification Letter”), a form of which is attached hereto as Exhibit E, which shall be (A) prepared in accordance with Treasury Regulation Section 1.1445-2(b)(2)the Loan Documents (to the extent the Loan Documents contemplate same) and (B) otherwise reasonably acceptable to Buyer, certifying that Seller is not a “foreign person” within (ix) if and to the meaning of Section 1445 of extent any impound accounts have been established for such Loan, (A) cause all such impound accounts (and the Code; and (gfunds therein) duly executed letters of resignation or evidence of removal, effective to be assigned to Buyer as of the ClosingClosing Date for such Loan, or (B) Buyer shall receive a credit against the Purchase Price for such Loan in an amount equal to all funds included within such impound accounts as of such Closing Date; and (x) such other documents as may be reasonably requested by Buyer to consummate the Resigning Directors sale of such Loan to Buyer in accordance with the terms of this Agreement and Officers as are required to be delivered pursuant to Section 6.6the Loan Purchase Certificate for such Loan.

Appears in 1 contract

Samples: Master Loan Sale Agreement

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to the Acquiror PartiesBuyer: (ai) 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 Sellercertificate, dated as of the Closing Date, in customary form, attesting to the resolutions of the board of managers of Seller authorizing the execution Date and delivery of the Transaction Documents to which Seller is signed by 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 authorized officer of Seller, dated as of the Closing Date, in customary formBuyer, to the effect that each of the conditions specified set forth in Section 7.2(a7.1(a) and (b), Section 7.1(b) have been satisfied in all respectssatisfied; (eii) a certificate dated as xxxx of a recent date sale and assignment, trademark assignments, domain name assignment, vehicle bills of the Secretary sale, and such other instruments of State of the State of Delaware transfer with respect to the valid existence and good standing in Acquired Assets as Buyer reasonably requests; (iii) a counterpart of the State of Delaware Escrow Agreement, duly executed on behalf of Seller; (fiv) a counterpart of the Transition Services Agreement, duly executed on behalf of Seller; (v) the Non-Competition/Non-Solicitation Agreement, duly executed on behalf of Houston Wire & Cable Company; (vi) copies of UCC financing statements terminating the Lien under the Revolver with respect to the Acquired Assets and any other UCC financing statements required to terminate all other Liens against the Acquired Assets; (vii) copies of consents to assignment from the landlords under the leases relating to the Leased Real Property; (viii) a certificate of the appropriate Governmental Authority, dated as of a date not more than fifteen (15) days prior to the Closing Date, attesting to the existence and good standing of Seller in its state of incorporation; (ix) 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 CodeSecretary of Seller as to (i) the certificate of incorporation and all amendments thereto of Seller; (ii) the by-laws of Seller; and (iii) the incumbency and company proceedings in connection with the consummation of the transactions contemplated hereby; and (gx) duly executed letters of resignation such other documents or evidence of removal, effective instruments as of Buyer reasonably requests and are reasonably necessary and commercially customary to consummate the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6transactions contemplated hereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Houston Wire & Cable CO)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, The Seller shall deliverdeliver the following documents or items at each Closing: (i) a special warranty deed (a “Deed”) for each Property being transferred in substantially the form of Exhibits E-1, E-2, or cause to be deliveredE-3 hereto, 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 Interestsapplicable, duly executed by the Seller; , which deed, upon proper recording by the 30 Buyer, shall be sufficient to transfer and convey to the Buyer whatever rights in the Property the Seller has acquired subject only to the Permitted Exceptions; (bii) the Assignment of Leases for each Property being transferred duly executed in counterpart by the Seller; (iii) a xxxx of sale (a “Xxxx of Sale”) for each Property being transferred duly executed by the Seller in substantially the form of Exhibit F hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the Seller which are currently located upon or attached to the Property or are to be transferred to Buyer pursuant to this Agreement; (iv) the Assignment of Contracts for each Property being transferred duly executed in counterpart by the Seller; (v) an assignment of all warranties, permits, licenses and other Asset Related Property for each Property being transferred in the form of Exhibit G attached hereto (an “Assignment of Asset-Related Property”); (vi) the Assignment of Warranties and Permits for each Property being transferred duly executed by the Seller; (vii) all keys and access control devices/system components to each Property being transferred which are in the Seller's or any Seller-Related Entities' possession or control; (viii) a registration rights agreementtitle affidavit, substantially in the form attached hereto as Exhibit C H hereto (the “Registration Rights AgreementTitle Affidavit”); (ix) the Closing Statement, duly executed by Seller; ; (cx) a closing certificate in the form of Exhibit I; (xi) a duly executed by and sworn Secretary's Certificate from Seller (or the Secretary or an Assistant Secretary general partners of Seller, dated as of the Closing Date, in customary form, attesting where appropriate) certifying that Seller has taken all necessary action to the resolutions of the board of managers of Seller authorizing authorize the execution and delivery of the Transaction Documents to which Seller is a party all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have authorization has not been rescinded revoked, modified or amended as amended; (xii) an executed and acknowledged Incumbency Certificate from Seller (or the managers or the general partners of Seller, where appropriate) certifying the authority of the Closing Date; officers of Seller (dor the managers or the general partner of Seller, where appropriate) to execute this Agreement and the other documents delivered by Seller to the Buyer at the Closing; (xiii) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a certificate result of the 31 consummation of the transactions contemplated by this Agreement, in each case, as prepared and duly executed by the Seller; (xiv) an executive officer of Seller, dated as of affidavit that 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 the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit J hereto; (xv) such other assignments, instruments of transfer, and other documents as the Buyer may reasonably require in order to complete the transactions contemplated hereunder; (xvi) originals or copies of certificates of occupancy and any other permits, licenses and easements relating to the Property and originals or copies of all Property plans, in each case to the extent in Seller's possession or control; (xvii) evidence of the Codetermination of the management agreement currently affecting the Properties then being transferred effective on or before Closing; and (gxviii) duly an executed letters letter addressed to the tenants, advising of resignation or evidence the sale of removalthe Property and directing that, effective after the Closing, all rent and other amounts due from tenant and all future correspondence relating to the applicable Tenant Lease should be sent to Buyer (provided, however, that such letter shall not be sent to the tenants until after the Closing) in the form attached hereto as Exhibit K; (xix) an updated Rent Roll of each Property, which shall include an aged accounts receivable list, together with a certificate signed by an authorized officer of Seller, dated as of the ClosingClosing Date, certifying that such Rent Roll is true, complete and accurate; (xx) Copies of all files and records in Seller's possession or control relating to the construction, operation and maintenance of each Property; (xxi) Originals of each of the Resigning Directors Leases and Officers Assumed Contracts (if any), to the extent in Seller's or any Seller-Related Entities' possession or control; and (xxii) for the Closing of the sale of the Xxxxxxxx Property only, an assignment and assumption of the Xxxxxxxx Loan Documents in the form required by the Xxxxxxxx Loan Documents (or otherwise required by the applicable lender of the Xxxxxxxx Loan); (xxiii) for the Closing of each Construction Project, a Punchlist Holdback Agreement in substantially the form of Exhibit N, if applicable; and (xxiv) for the Closing of each Construction Project, a GC Warranty executed by the applicable General Contractor substantially the form of Exhibit R. 32 (b) In the event any Asset-Related Property is not assignable (such as are required a letter of credit that is not transferable), the Seller shall use commercially reasonable efforts to be delivered pursuant provide the Buyer, at no cost to Section 6.6.the Seller, with the economic benefits of such property by enforcing such property (solely at the Buyer's direction) for the benefit and at the expense of the Buyer; such obligation to survive the Closing indefinitely. ARTICLE VI

Appears in 1 contract

Samples: Purchase and Sale Agreement

Seller Deliveries. At the Closing, subject least one (1) business day prior to the terms and conditions of this AgreementClosing Date, Seller shall deliver, deliver (or cause to be delivered, ) to the Acquiror PartiesEscrow Agent the following: (a) a counterpart of an assignment substantially A duly executed and acknowledged original grant deed (the “Deed”) in the form attached hereto as of Exhibit B (“E” for the “Assignment of Interests”)Property. In connection with the Deed, evidencing neither the conveyance, assignment, Purchase Price nor the documentary transfer and delivery tax payable with respect to ETP LLC recordation of the Subject InterestsDeed shall be included within the Deed, duly executed but shall instead be separately reported as required by SellerLaws to Governmental Entities having jurisdiction pursuant to Section 11932 of the Revenue and Taxation Code, as amended; (b) a counterpart A duly executed original xxxx of a registration rights agreementsale, substantially assignment and assumption agreement (an “Assignment and Assumption”) in the form attached hereto as of Exhibit C (“F” for the “Registration Rights Agreement”), duly executed by SellerProperty; (c) a certificate A duly executed by original certificate of “non-foreign” status in the Secretary or an Assistant Secretary form of Seller, dated as of the Closing Date, in customary form, attesting Exhibit “G” and a duly executed original California state Form 593-C certificate sufficient to exempt Seller from any California state withholding requirement with respect 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 sale contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Dateby this Agreement; (d) a certificate duly Duly executed by an executive officer of Seller, dated as of the Closing Datenotice to Tenant (“Tenant Notice”), in customary formthe form of Exhibit “H”, which notice Buyer shall, at Buyer’s sole cost and expense, mail to the effect that each of the conditions specified in Section 7.2(a) and (b)Tenant by certified mail, have been satisfied in all respectsreturn receipt requested; (e) a certificate dated as of a recent date Duly executed notices to each of the Secretary of State of the State of Delaware with respect vendors under any Service Agreement to the valid existence be assumed by Buyer at Closing as provided in this Agreement (“Vendor Notices”), such Vendor Notices to be in such form(s) as are reasonably required by Seller, which notices Buyer shall, at Buyer’s sole cost and good standing in the State of Delaware of Sellerexpense, mail to each such vendor by certified mail, return receipt requested; (f) The Seller’s Closing Certificate; (g) To the extent required by the Escrow Agent, evidence reasonably satisfactory to the Escrow Agent respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder; (h) To the extent they do not constitute Reserved Company Assets and are then in Seller’s or its agent’s possession and have not theretofore been delivered to Buyer: (i) any plans and specifications for the Improvements for 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 Property; (iii) all keys and other access control devices for the Property; (iv) an original of the Lease and all correspondence to or from Tenant relating to the Lease; and (v) originals of all Service Agreements for the Property that will remain in effect after the Closing and all correspondence relating to the ongoing operations and maintenance of the Property, including tenant leasing information, leasing files and other documents relating to the operation or maintenance of the Property in Seller’s possession (which materials under this clause (f) may be either delivered at Closing or left at the management offices at the Property); (i) If required by Title Company, a certificate in the form of Exhibit “I” to facilitate the issuance of any title insurance sought by Buyer in connection with the transactions contemplated hereby, but in no event shall Seller be obligated to provide any additional certificate, duly executed and acknowledged by Seller dated as of the Closing Date, additional affidavit or additional indemnity in accordance connection 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 CodeBuyer’s title insurance; and (gj) duly executed letters of resignation Such additional documents as may be reasonably required by the Escrow Agent in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or evidence of removalliability or obligations of, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6Seller in a manner not otherwise provided for herein).

Appears in 1 contract

Samples: Purchase Agreement (KBS Real Estate Investment Trust II, Inc.)

Seller Deliveries. . At the Closing, subject least three (3) business days prior to the terms and conditions of this AgreementClosing Date, Seller Sellers shall deliver, deliver (or cause to be delivered, ) to the Acquiror PartiesEscrow Agent the following: (a) A duly executed and acknowledged original grant deed (each, a counterpart of an assignment substantially “Deed and collectively, the “Deeds”) in the form attached hereto as of Exhibit B (the Assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by SellerI” for each Fee Property; (b) a counterpart A duly executed original xxxx of a registration rights agreementsale, substantially assignment and assumption agreement (each an “Assignment and Assumption”) in the form attached hereto as of Exhibit C (the Registration Rights Agreement”), duly executed by SellerJ” for each Fee Property and each Leasehold Property; (c) a certificate A duly executed by and acknowledged original assignment and assumption of ground lease (each a “Ground Leasehold Assignment”) in the Secretary or an Assistant Secretary form 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 DateExhibit “K” for each Leasehold Property; (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 respectsintentionally omitted; (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 Sellerintentionally omitted; (f) intentionally omitted; (g) intentionally omitted; (h) A duly executed original certificate of “non-foreign” status in the form of Exhibit “P” and a duly executed original California state Form 593-C certificate sufficient to exempt the applicable Seller from any California state withholding requirement with respect to the sale contemplated by this Agreement; (i) Duly executed notices to each of the tenants under the Leases for the Fee Properties and the Leasehold Properties (“Tenant Notices”), in the form of Exhibit “Q”, addressed to each of such tenants, which notices Buyer shall, at Buyer’s sole cost and expense, either mail to each such tenant by certified mail, return receipt requested or hand-deliver to each such tenant. (j) Evidence reasonably satisfactory to Buyer and the Escrow Agent respecting the due organization of Sellers and the due authorization and execution by Sellers of this Agreement and the documents required to be delivered hereunder; (k) To the extent they are then in Sellers' possession, and have not theretofore been delivered to Buyer, for each Fee Property and each Leasehold Property: (i) any plans and specifications for the Improvements for such Underlying Property; (ii) all unexpired warranties and guarantees in connection with any work or services performed with respect to, or equipment installed in, such Underlying Property; (iii) all keys and other access control devices for such Underlying Property; (iv) originals of all Leases for such Underlying Property and all correspondence to or from any tenants relating to such Leases; (v) all non-confidential books, records and property files for such Underlying Property; and (vi) originals of all Service Agreements for such Underlying Property that will remain in effect after the Closing and all correspondence relating to the ongoing operations and maintenance of such Underlying Property (which materials under this clause (k) may be either delivered at Closing or left at the management offices at such Underlying Property); (l) A certificate in the form of Exhibit “R” to facilitate the issuance of any title insurance sought by Buyer in connection with the transactions contemplated hereby, but in no event shall any Seller be obligated to provide any additional certificate, duly executed affidavit or indemnity in connection with Buyer’s title insurance and acknowledged by Seller dated as in no event shall the issuance of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Seller is not such title insurance be a “foreign person” within the meaning of Section 1445 of the Codecondition to Closing; and (gm) duly executed letters of resignation Such additional documents as may be reasonably required by Buyer and the Escrow Agent in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or evidence of removalliability or obligations of, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6any Seller in a manner not otherwise provided for herein).

Appears in 1 contract

Samples: Purchase Agreement (Maguire Properties Inc)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to the Acquiror PartiesPurchaser: (a) a counterpart of an assignment substantially in the form attached hereto as Exhibit B A Special Warranty deed (the “Assignment of InterestsDeed), evidencing the conveyance, assignment) to sell, transfer and delivery convey all right, title and interest in and to ETP LLC the Owned Real Property to Purchaser, free and clear of all Encumbrances (other than customary title exceptions that do not impair in any material respect Purchaser’s use of any of the Subject InterestsOwned Real Property as currently used, easements, covenants, conditions and restrictions of record or visible from the ground that do not impair in any material respect Purchaser’s use of any of the Owned Real Property as currently used, applicable zoning laws, building restrictions and all other laws of duly executed constituted public authorities, grants of public rights of way and the rights of landlords under any ground leases relating to the Owned Real Property), in forms to be reasonably agreed upon by SellerSeller and Purchaser; (b) a counterpart A bxxx of a registration rights agreement, substantially in the form attached hereto as Exhibit C sale (the “Registration Rights AgreementBxxx of Sale) in substantially the form of Exhibit 3.5(b), duly executed by Sellerpursuant to which the Personal Property shall be transferred to Purchaser; (c) a certificate duly executed by An assignment and assumption agreement in substantially the Secretary or an Assistant Secretary form of SellerExhibit 3.5(c), dated as of the Closing Date, in customary form, attesting with respect to the resolutions of Assumed Liabilities, except for Loans as contemplated by Section 3.5(e) (the board of managers of Seller authorizing the execution “Assignment 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 DateAssumption Agreement”); (d) a The certificate duly executed required to be delivered by an executive officer of Seller, dated as of the Closing Date, in customary form, Seller pursuant to the effect that each of the conditions specified in Section 7.2(a) and (b9.1(e), have been satisfied in all respects; (e) a certificate dated Seller’s resignation as of a recent date of the Secretary of State of the State of Delaware trustee or custodian, as applicable, with respect to the valid existence and good standing each Deposit in an IXX or Kxxxx Account included in the State Deposits and designation of Delaware of SellerPurchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4; (f) a certificate, duly executed and acknowledged by Seller dated as A certificate of the Closing Date, in accordance with 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 Section 1.1445-2(b)(2)(iv)(B); (i) an executed global assignment of the Loan Documents, in a form reasonably satisfactory to Purchaser, 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 mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land records), certifying that for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan; (h) Affidavits and such other customary documentation as shall be reasonably required by a title company selected by Purchaser and reasonably acceptable to Seller is not to issue title insurance policies (each, a “foreign personTitle Policy,within and collectively, the meaning “Title Insurance”) with respect to the Owned Real Property insuring Purchaser or its designee as owner of Section 1445 of insurable fee simple title; (i) The Safe Deposit Agreements, Seller’s keys to the Codesafe deposit boxes and all other records as exist and are in Seller’s possession or control related to the safe deposit box business at the Milford Road Branch; (j) The Records; and (gk) duly executed letters of resignation or evidence of removal, effective as of the Closing, of the Resigning Directors and Officers Such other documents as are required necessary to be delivered pursuant to Section 6.6effect the transactions contemplated hereby as Purchaser shall reasonably request.

Appears in 1 contract

Samples: Branch Purchase and Deposit/Loan Assumption Agreement (First National Community Bancorp Inc)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, each Seller shall deliver, deliver or cause to be delivered, delivered to Purchaser or to the Acquiror PartiesEscrowee, as the case may be the following items executed and acknowledged by such Seller, as appropriate: (a) a counterpart of deed (the “Deed”) in the form attached hereto and made a part hereof as Exhibit F. (b) an assignment substantially and assumption of leases and brokerage agreements related to such leases (the “Assignment and Assumption of Leases”), in the form attached hereto and made a part hereof as Exhibit G. (c) a xxxx of sale (the “Xxxx of Sale”), in the form attached hereto and made a part hereof as Exhibit H. (d) a certification of non-foreign status in the form attached hereto and made a part hereof as Exhibit I, and any required state certificate that is sufficient to exempt Seller from any state withholding requirement with respect to the transactions contemplated hereby. (e) an assignment and assumption of Contracts (the “Assignment and Assumption of Contracts”), in the form attached hereto and made a part hereof as Exhibit J. (f) all existing surveys, blueprints, drawings, plans and specifications for or with respect to the Property or any part thereof, to the extent the same are in Seller’s possession. (g) all keys to the Improvements, to the extent the same are in Seller’s possession. (h) all Leases in effect on the Closing Date. (i) all Contracts that shall remain in effect after the Closing, to the extent the same are in Seller’s possession or the possession of Seller’s property manager (all items in clauses (f) through (i) may be either delivered at Closing or left at the management office at the Property, to the extent not previously delivered to Purchaser). (j) all applicable transfer and documentary stamp tax forms, if any, as prepared by Purchaser with Seller’s reasonable cooperation. (k) such further instruments as may be required by the Title Company to record the Deed, including without limitation a standard owner’s affidavit in the form attached hereto as Exhibit B T. (l) notices to each of the tenants under the Leases (each, a “Tenant Notice”, and collectively, the “Assignment of InterestsTenant Notices), 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 and made a part hereof as Exhibit C (K, advising such tenants of the “Registration Rights Agreement”)sale of the Property to Purchaser and directing them to make all payments to Purchaser or its designee, duly executed which Tenant Notices Purchaser shall, at Purchaser’s sole cost and expense, either mail by Seller;certified mail return receipt requested or hand-deliver to each applicable tenant. (cm) a certificate duly executed by the Secretary or an Assistant Secretary of Seller, dated as of the Closing Date, in customary form, attesting evidence reasonably satisfactory to the resolutions of Title Company respecting the board of managers due organization 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 due authorization 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 execution by Seller dated as of this Agreement and 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 documents required to be delivered pursuant to Section 6.6hereunder. (n) an assignment and assumption of existing financing documents (the “Assignment and Assumption of Existing Financing Documents”), in a form approved by the Existing Lender, if applicable.

Appears in 1 contract

Samples: Contract of Sale (Hines Global Reit Ii, Inc.)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, deliver or cause to be delivered, delivered to Purchaser or to the Acquiror PartiesEscrowee, as the case may be, the following items executed and acknowledged by Seller, as appropriate: (a) a counterpart deed (the “Deed”) in the form attached hereto and made a part hereof as Exhibit C subject only to the Permitted Exceptions. (b) an assignment and assumption of leases (the “Assignment and Assumption of Leases”), in the form attached hereto and made a part hereof as Exhibit D. (c) a xxxx of sale and general assignment (the “Xxxx of Sale”) in the form attached hereto and made a part hereof as Exhibit E. (d) a certification of non-foreign status in the form attached hereto and made a part hereof as Exhibit F. (e) an assignment and assumption of contracts (the “Assignment and Assumption of Contracts”), in the form attached hereto and made a part hereof as Exhibit G. (f) all existing surveys, blueprints, drawings, plans and specifications for or with respect to the Property or any part thereof, to the extent the same are in Seller’s possession. (g) all keys to the Improvements, to the extent the same are in Seller’s possession. (h) all Leases in effect on the Closing Date. (i) all Contracts that shall remain in effect after the Closing (all items in clauses (f) through (i) may be either delivered at Closing or left at the management office at the Property, to the extent not previously delivered to Purchaser). (j) all applicable transfer tax forms, if any. (k) such further instruments as may be reasonably required by the Title Company to consummate the transactions contemplated hereby and in connection with issuance of an assignment substantially ALTA Owner's Policy of Title Insurance covering the Property subject only to the Permitted Exceptions in the amount of the Purchase Price (the "Owner's Policy"). (l) a generic notice to the tenants under the Leases (each, a “Tenant Notice”, and collectively, the “Tenant Notices”) in the form attached hereto and made a part hereof as Exhibit H, advising such tenants of the sale of the Property to Purchaser and directing them to make all payments to Purchaser or its designee, which Tenant Notices Purchaser shall, at Purchaser’s sole cost and expense, deliver to each applicable tenant upon consummation of Closing. (m) evidence reasonably satisfactory to Purchaser and the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder. (n) a Real Estate Transfer Disclosure Statement signed by Seller 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.M.

Appears in 1 contract

Samples: Purchase and Sale Agreement (KBS Legacy Partners Apartment REIT, Inc.)

Seller Deliveries. At or before the Closing, Seller shall deliver to Escrow Agent the following documents in the forms attached hereto or otherwise reasonably satisfactory in form and substance to Seller and Buyer and their counsel, properly executed and acknowledged as required: (i) An original deed (the “Deed”) in the form of Exhibit D attached hereto and incorporated herein by reference; (ii) An original of a Xxxx of Sale in the form of Exhibit E attached hereto and incorporated herein by reference; (iii) An original of an Assignment and Assumption Agreement relating to the Leases and security deposits, key deposits, last month’s rent and accrued interest thereon to the extent required by the Lease or applicable law but excluding any of such deposits which are non-refundable (collectively, the “Security Deposits”) in the form attached hereto as Exhibit F and incorporated herein by reference (the "Lease Assignment"); (iv) Originals of all Leases, any renewals thereof and all amendments thereto to the extent in Seller’s possession or control will be delivered at the Premises; (v) An original of an Assignment and Assumption Agreement in the form attached hereto as Exhibit G and incorporated herein by reference relating to the Operating Contracts and the Intangible Property, as hereinafter defined (the "Contract Assignment"); (vi) To the extent not previously delivered originals or copies of all certificates of occupancy in Seller’s possession or control for all of the Improvements that form a part of the Property and all tenant‑occupied space included within such buildings; (vii) An original of a certification of non‑foreign status in the form attached hereto as Exhibit H and incorporated herein by reference; (viii) Evidence satisfactory to the Title Company that all necessary approvals and/or consents by the directors of Seller have been delivered and such other evidence satisfactory to the Title Company of Seller's authority and the authority of the signatory on behalf of Seller to convey the Premises pursuant to this Contract; (ix) Originals or a copy of as‑built plans and specifications for the Improvements (if in Seller's possession or control if not delivered at the Premises); (x) All Security Deposits, together with accrued interest thereon if payable under the Leases or pursuant to applicable law; (xi) Originals of affidavits sufficient for the Title Company to delete any exceptions for parties in possession (other than tenants under the Leases, as tenants only) and mechanics' or materialmen's liens from the Title Policy and otherwise issue the Title Policy; (xii) A Rent Roll certified as true and correct in all material respects as of five days before the Closing Date which certification shall be subject to the qualifications and limitations set forth in section 11.3; (xiii) An original of a closing statement setting forth the Purchase Price, the closing adjustments and prorations and the application thereof at the Closing (the "Closing Statement"); (xiv) Such transfer tax, gains or other similar forms required by law, including, without limitation, an original California Franchise Tax Board Form 593; (xv) An original of the Memorandum (as hereinafter defined); (xvi) An original of an Assignment and Assumption Agreement with respect to the Declaration (as hereinafter defined) in substantially the form attached hereto as Exhibit K (the “Declaration Assignment”); (xvii) Copy of a standard tenant notification letter in a form to be drafted by Buyer and satisfactory to Seller and as required by law; (xviii) An original of the City Consent (as hereinafter defined); (xix) Written evidence of termination of the current written property management agreement (if any); (xx) An original of an Assignment and Assumption Agreement (the “CCR Declaration Assignment”) with respect to that certain Declaration of Covenants, Conditions, Restrictions, and Reservation of Easements for Riverbend dated as of September 13, 2005 recorded on September 21, 2005 as Instrument No. 2005-000748213 with the of the Official Records of Orange County, California (the “Official Records”) as affected by "Assignment of Declarant’s Rights under Declaration of Covenants, Conditions, Restrictions, and Reservation of Easements for Riverbend" recorded December 01, 2006 as Instrument No. 2006-000805654 of Official Records (collectively, the “CCR Declaration”), which CCR Declaration Assignment shall be in substantially the form of the assignment document to Seller which described above recorded on December 1, 2006; provided, however that it shall contain a provision stating that it is 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 CodeMemorandum; and (gxxi) duly executed letters of resignation or evidence of removal, effective Such other instruments as are reasonably required by the Escrow Agent to close the escrow and consummate the acquisition of the ClosingProperty in accordance with the terms hereof, of provided the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6same does not impose any additional liability or obligation on Seller.

Appears in 1 contract

Samples: Purchase and Sale Contract (Resource Real Estate Opportunity REIT, Inc.)

Seller Deliveries. At the or prior to Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to the Acquiror PartiesBuyer: (a) a counterpart certificate, dated the Closing Date, executed by Seller's secretary, to the effect that (A) the Certificate of Incorporation and Bylaws of Seller shall have not been amended since the date upon which certified copies of each had been delivered to Buyer and remain in full force and effect and (B) the officers executing this Agreement and Seller's Documents on behalf of Seller are duly elected and hold the offices set forth therein, with copies of resolutions approved by the board of directors of Seller attached as an assignment substantially exhibit thereto; (b) a duly executed copy of the Xxxx of Sale and such deeds, assignments, certificates of title and other instruments of transfer and conveyance, conveying, selling, transferring and assigning to Buyer title to all of the Property (subject to Section 1.3), free and clear of all security interests, liens, charges or encumbrances whatsoever, except for Permitted Liens and those liens assumed by Buyer pursuant to this Agreement or the Xxxx of Sale; together with the written consents of all parties necessary in order to duly transfer such title to the extent obtained; (c) the Assignment of Intellectual Property Rights in the form attached hereto as Exhibit B EXHIBIT F (the “Assignment of Interests”"IP Assignment"), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller; (bd) a counterpart of a registration rights agreement, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by Sellercopy of the Assignment; (ce) a certificate duly executed by the Secretary or an Assistant Secretary of Seller, dated as copy of the Closing Date, in customary form, attesting Lease Assignment; (f) a copy of the consent of General Electric Capital Corporation ("GECC") under Seller's Loan and Security Agreement with GECC to the resolutions transactions consummated hereby (the "Bank Consent"); and (g) a copy of the board consent of managers of Seller authorizing the execution each Governmental Authority and delivery of the Transaction Documents to which Seller each other person whose consent is a party and required for the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded by this Agreement or amended as for the assignment of any of the Closing Date; (d) a certificate duly executed by an executive officer Property of Seller, dated as of the Closing Date, in customary form, Seller 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 6.6Buyer.

Appears in 1 contract

Samples: Asset Purchase Agreement (Del Global Technologies Corp)

Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause deliver to be delivered, to Buyer the Acquiror Partiesfollowing: (a) a counterpart A duly executed and acknowledged bxxx of sale and an assignment substantially and assumption agreement ("ASSIGNMENT AND ASSUMPTION AGREEMENT") in the form of Exhibit "E" 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 Sellermade a part hereof; (b) a counterpart Duly executed and acknowledged certificates regarding the "non-foreign" status 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 Evidence reasonably satisfactory to Buyer and Title Company respecting 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 due organization of Seller authorizing the execution and delivery of the Transaction Documents to which Seller is a party and the consummation due authorization and execution of this Agreement and 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 Datedocuments required to be delivered hereunder; (d) An affidavit or certificate certifying that Seller is a certificate duly executed by an executive officer of Seller, dated as resident of the Closing DateState of Georgia (or deemed to be a resident) for purposes of complying with O.C.G.A. 48-7-128, in customary form, to the effect that each of the conditions specified in Section 7.2(a) and et seq. (bGeorgia Withholding Tax), have been satisfied in all respectsand is therefore not subject to withholding pursuant to such section (or, if not applicable or is not complied with, Seller and the Title Company shall otherwise comply with the applicable provisions of O.C.G.A. 48-7-128, et seq.); (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect Original (or copies to the valid existence extent originals are not available) of all Leases and, to the extent in Seller's possession or control, originals (or copies to the extent that originals are not available) of all records, correspondence, plans, specifications, reports, studies, easements, appurtenances, licenses, permits, certificates of occupancy, approvals, dedications, entitlements, warranties, guaranties, representations and good standing in other intangible property (the State of Delaware of Sellerforegoing items deemed delivered by Seller causing the same to be retained by the Property); (f) a certificateAll keys in Seller's possession or control and, to the extent known to Seller, all combinations and other items and information necessary for Buyer to have access to all portions of the Property (the foregoing items deemed delivered by Seller causing the same to be retained by the Property); (g) A written notice to each of the tenants under the Leases in the form and substance of EXHIBIT "J" attached hereto, each duly executed and acknowledged by Seller dated (the "TENANT NOTICE LETTER"); (h) A certification by Seller of an updated rent roll effective on and as of the date of Closing Datein the form of EXHIBIT "K" attached hereto; (i) Original $35,000 letter of credit provided under the Transoft, in accordance Inc. lease, together with Treasury Regulation Section 1.1445-2(b)(2), certifying that an assignment thereof by Seller is not a “foreign person” within the meaning of Section 1445 of the Codeto Buyer; (j) A closing statement; and (gk) duly executed letters of resignation Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not materially increase the costs to, or evidence of removalliability or obligations of, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6Seller in a manner not otherwise provided for herein).

Appears in 1 contract

Samples: Purchase Agreement (Carlyle Real Estate LTD Partnership Xv)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!