Seller Deposits. Seller shall deposit (or cause to be deposited) the following:
(a) Special Warranty Deed subject to the Permitted Exceptions, and an Affidavit of Property Value.
(b) Proof of the existence of Seller and the authority of the person signing on its behalf reasonably acceptable to Escrow Agent to cause it to issue its extended owner’s policy of title insurance for the Real Property insuring Buyer following close of Escrow.
(c) Xxxx of Sale for the FF&E and Inventory and an endorsed title for the motor vehicle (if any).
(d) Assignment and Assumption Agreement conveying all of Seller’s right, title and interest in and to the Operating Agreements and Warranties and Intangibles which are assignable.
(e) All keys, books, records, files, logs, registration books (including guest ledgers), sales client contact and revenue history, and all other materials in Seller’s possession or control which are necessary to maintain continuity of operation of the Hotel.
(f) A list of all employees by name, indicating each such employee’s salary or wage and applicable benefits. Other than the Retained Employees, Seller shall terminate all employees on, and no employment contracts with employees shall exist as of, the Closing Date and Seller will pay any and all accrued and earned severance payments or benefits and accrued vacation and other benefits that have accrued or may be payable to such employees on or before 12:01 a.m. on the Closing Date.
(g) A certification of non-foreign status in substantially the form contemplated under Section 1445(a) of the Internal Revenue Code.
(h) Termination of the Existing Management Agreement executed by Seller and Manager.
(i) Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer.
(j) Such other documents as may reasonably be required by Buyer, its counsel, or Escrow Agent, to consummate the transaction which is the subject matter of this Agreement.
Seller Deposits. The Seller hereby agrees, for the benefit of the Purchaser and its permitted assignees under the Related Documents, that, in the event that the Purchaser is required or elects to deposit funds in any amount into the Collection Account with respect to (A) Ineligible Receivables pursuant to Section 2.12 of the Receivables Purchase and Administration Agreement, (B) Eligible Jump Receivables pursuant to Section 2.15(a) of the Receivable Purchase and Administration Agreement, (C) any Unpaid Conversion to Lease Receivables pursuant to Section 2.15(c) of the Receivables Purchase and Administration Agreement, (D) any Change of Responsibility Receivables pursuant to Section 2.15(d) of the Receivables Purchase and Administration Agreement, and (E) Receivables subject to any downward adjustments contemplated by Section 6.15 of the Receivables Purchase and Administration Agreement, then in each case the Seller shall make a deposit of funds into the Collection Account in such amount on behalf of the Purchaser and in satisfaction of the Purchaser’s obligations under Section 2.12, Section 2.15(a), Section 2.15(c), Section 2.15(d) or Section 6.15 (as the case may be) of the Receivables Purchase and Administration Agreement. To the extent that Xxxxx deposits amounts into the Collection Account in satisfaction of the Purchaser’s obligations under Section 2.12, Section 2.15(a), Section 2.15(c) or Section 2.15(d) (as the case may be) of the Receivables Purchase and Administration Agreement, Xxxxx shall also satisfy its obligations pursuant to the corresponding provisions set forth in Sections 5.01 through 5.05 above.
Seller Deposits. Seller shall be credited and Buyer shall be debited with an amount equal to all refundable deposits, retentions, and holdbacks then being held by any governmental entity, any utility company, or other third party under any Contract, together with all interest then accrued thereon for the benefit of Seller, to the extent same constitute liabilities of third parties to Seller which are credited or assigned by Seller to Buyer as of the Close of Escrow.
Seller Deposits. The Seller hereby agrees, for the benefit of the Purchaser and its permitted assignees under the Related Documents, that, in the event that the Purchaser is required or elects to deposit funds in any amount into the Collection Account with respect to (A) Ineligible Receivables pursuant to Section 2.12 of the Receivables Purchase and Administration Agreement, (B) Eligible Jump Receivables pursuant to Section 2.15(a) of the Receivable Purchase and Administration Agreement, (C) any Unpaid Conversion to Lease Receivables pursuant to Section 2.15(c) of the Receivables Purchase and Administration Agreement, and (D) Receivables subject to any downward adjustments contemplated by Section 6.15 of the Receivables Purchase and Administration Agreement, then in each case the Seller shall make a deposit of funds into the Collection Account in such amount on behalf of the Purchaser and in satisfaction of the Purchaser’s obligations under Section 2.12, Section 2.15(a), Section 2.15(c) or Section 6.15 (as the case may be) of the Receivables Purchase and Administration Agreement. To the extent that Xxxxx deposits amounts into the Collection Account in satisfaction of the Purchaser’s obligations under Section 2.12, Section 2.15(a) or Section 2.15(c) (as the case may be) of the Receivables Purchase and Administration Agreement, Xxxxx shall also satisfy its obligations pursuant to the corresponding provisions set forth in Sections 5.01 through 5.04 above.
Seller Deposits. Seller shall be entitled to refunds of all existing deposits, retentions and holdbacks then being held by any governmental entity, any utility company, or other third party, together with all interest accrued thereon. Buyer shall post new utility deposits.
Seller Deposits. Seller shall be entitled to the return of all bonds, deposits, letters of credit, set aside letters or other similar items, if any, that are outstanding with respect to the Real Property that have been provided by Seller or any of its affiliates to any governmental agency, public utility, or similar entity (collectively, "SELLER DEPOSITS"). Purchaser shall replace such Seller Deposits and obtain the release of Seller (or its affiliates) from any obligations under such Seller Deposits. To the extent that any funds are released as a result of the termination of any Seller Deposits for which Seller did not get a credit, such funds shall be delivered to Seller immediately upon their receipt.
Seller Deposits. From the Effective Date until the date that is ninety (90) days following the Closing Date, Seller shall cause the deposits of Seller and its Affiliates maintained at PR Bank as set forth on Section 5.13 of the Seller Disclosure Schedule to remain deposited at PR Bank on the terms set forth on Section 5.13 of the Seller Disclosure Schedule. From the date that is ninety (90) days following the Closing through the date that is one hundred twenty (120) days following the Closing, Seller shall cause no less than fifty percent (50%) of the deposits of Seller and its Affiliates maintained at PR Bank as set forth on Section 5.13 of the Seller Disclosure Schedule to remain deposited at PR Bank on the terms set forth on Section 5.13 of the Seller Disclosure Schedule.
Seller Deposits. Seller shall receive a credit at Closing for all bonds, deposits, letters of credit, set aside letters or other similar items, if any, outstanding with respect to the Property, that have been provided by Seller, or any of its affiliates, to any governmental agency, public utility, or similar entity (collectively, "Seller Deposits") to the extent assignable to Buyer. Otherwise, Buyer shall replace all Seller Deposits and obtain the release of Seller (or its affiliates) from any obligations under the Seller Deposits. To the extent that any funds are released as a result of the termination of Seller Deposits for which Seller did not get a credit, such funds shall be delivered to Seller immediately upon their receipt.
Seller Deposits. 10 3.12.11 Capital Expenditures...................... 10 3.12.12
Seller Deposits. Seller shall deposit into Escrow the following documents (each fully executed and, as to the Deeds, acknowledged): (i) the Deeds to Timber LLC, (ii) the Assignment of LLC Interests; and (iii) such other documents as Seller is required to deliver to Purchaser hereunder.
