Seller Documents Clause Samples
POPULAR SAMPLE Copied 21 times
Seller Documents. At the Closing, Seller shall deliver or cause to be delivered to Buyer:
(a) a good standing certificate issued by the Secretary of State of Seller’s and each Acquired Company’s jurisdiction of formation;
(b) certified copies of all limited liability company resolutions necessary to authorize Seller’s execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(c) the certificate described in Section 8.1(c);
(d) certificates representing the Equity Interests, in each case duly endorsed or accompanied by duly executed membership interest powers for transfer to Buyer;
(e) a certificate of non-foreign status conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2), dated as of the Closing Date and stating that Seller is not a “foreign person” as defined in Section 1445 of the Code, substantially the form attached hereto as EXHIBIT C;
(f) the transition services agreement in substantially the form attached hereto as EXHIBIT D (the “Transition Services Agreement”), duly executed by Seller;
(g) the Indemnity Escrow Agreement, duly executed by Seller and the Escrow Agent;
(h) the Organizational Documents for Seller and each of the Acquired Companies, certified as of a recent date by the Secretary of State of the applicable jurisdiction of organization;
(i) written resignations of the managers, directors and officers of the Acquired Companies, to be effective as of the Closing, duly executed by such managers, directors and officers;
(j) mortgage discharges and UCC termination statements or other appropriate releases, in form and substance reasonably satisfactory to Buyer, which when filed will release and satisfy any and all Liens relating to (i) any of the Acquired Company’s assets or properties (other than Permitted Liens) or (ii) the Equity Interests, together with proper authority to file such termination statements or other releases at and following the Closing;
(k) an assignment and assumption agreement, duly executed by Cordillera Interactive LLC (d/b/a Cordillera Digital), pursuant to which Cordillera Digital assigns all of its rights under the CMS MSA solely with respect to the Business to Buyer (including all of Cordillera Digital’s rights, licenses, title and/or interest, as applicable, in and to the Deliverables as defined in the CMS MSA) and Buyer assumes all of Cordillera’s liabilities and obligations thereunder with respect to the Business accruing after the Closing D...
Seller Documents. At Closing, Sellers shall deliver or cause to be delivered to Buyer:
(a) certified copies of all resolutions necessary to authorize the execution, delivery and performance of this Agreement by Sellers and the Company, including the consummation of the Transaction;
(b) the certificate described in Section 7.1(c);
(c) original share certificates representing the Equity Interests (or in the case of lost share certificates, affidavits of loss, including customary indemnification provisions), duly endorsed in blank for transfer, or accompanied by irrevocable stock powers duly executed in blank;
(d) a statement from the Company meeting the requirements of Treasury Regulation sections 1.897-2(h) and 1.1445-3(c)(3) to the effect that the stock in the Company does not constitute a “United States real property interest” under Section 897(c) of the Code, provided that the sole remedy for Buyer if such a statement is not provided is to withhold the required Taxes as provided under Section 1445 of the Code from any Seller which is unable to provide a certificate of non-foreign status that complies with Treasury Regulation Section 1.1445-2(b)(2);
(e) resignations of each officer and director of the Company from their positions as officer or director, as applicable, effective as of the Closing;
(f) a copy of the Escrow Agreement, duly executed by the Stockholder Representative and the Company;
(g) copies of the Organizational Documents of the Company and Sellers that are level entities, certified by the Secretary of State hereof;
(h) a Form W-9 properly completed and duly executed by the Stockholder Representative;
(i) an opinion of counsel to the Voting Trust addressed to the Buyer in substantially the form attached as Exhibit B;
(j) a copy of the Transition Services Agreement, duly executed by The Dispatch Printing Company; and
(k) such other documents and instruments as Buyer has determined to be reasonably necessary to consummate the Transaction.
Seller Documents. With reasonable promptness, but in no event later than three (3) Business Days following the Effective Date, Seller shall deliver to Purchaser the following items to the extent the same exist and are in Seller’s possession or under its control (collectively, the “Seller Documents”): (a) “as-built” plans and specifications for each of the Properties; (b) a certificate of occupancy (or its jurisdictional equivalent) for each of the Properties; (c) all surveys related to the Properties; (d) all environmental reports related to the Properties (including without limitation, Phase I and Phase II environmental investigation reports) and a completed and executed Environmental Questionnaire related to the Properties; (e) all appraisals or valuations related to the Properties; (f) all guaranties and warranties in effect with respect to all or any portion of the Properties; (g) full and complete copies of any existing leases and current rent rolls related thereto and all other agreements related to the Properties, together with all amendments and modifications thereof; (h) Seller’s, Lessee’s and Guarantor’s financial statements and unit-level financial statements for the previous three years; (i) the completed and executed Questionnaire; (j) all property condition reports related to the Properties; and (k) all other documents related to the ownership, lease and operation of the Properties, and reasonably requested by Purchaser.
Seller Documents. At Closing, Seller shall deliver or cause to be delivered to Buyer:
(i) good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation;
(ii) certified copies of resolutions authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(iii) the certificate described in Section 7.1(c);
(iv) an assignment of FCC authorizations assigning the FCC Licenses from Seller to Buyer;
(v) an assignment and assumption of contracts assigning the Station Contracts from Seller to Buyer;
(vi) an assignment and assumption of leases assigning the Real Property Leases (if any) from Seller to Buyer;
(vii) special warranty deeds conveying the Owned Real Property (if any) from Seller to Buyer;
(viii) an assignment of marks assigning the Stations’ registered marks listed on Schedule 1.1(e) (if any) from Seller to Buyer;
(ix) domain name transfers assigning the Stations’ domain names listed on Schedule 1.1
Seller Documents. Seller shall deliver to Buyer (or make available to Buyer at Seller’s offices at the Property during normal working hours and days, together with the right to copy any and all such items as Buyer deems desirable, at Buyer’s expense), any of the following relating to the Property that Seller has in its possession or control (the “Property Information”): (a) the Plans and Reports, (b) the Service Contracts, (c) the Equipment Leases, (c) the Documents; and (d) a written list of any and all warranties or guaranties of which Seller has knowledge relating to the Property or the Improvements and enforceable by the Seller.
Seller Documents. Seller’s rights under any Seller Document;
Seller Documents. At Closing, Seller shall deliver or cause to be delivered to Buyer, duly executed by Seller as necessary or appropriate:
(i) good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation;
(ii) certified copies of resolutions duly adopted by the general partner and manager (or equivalent thereof) of Seller, as applicable, authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(iii) the certificate described in Section 7.1(c);
(iv) an assignment of FCC authorizations assigning the FCC Licenses from Seller to Buyer in the form attached as Exhibit A hereto;
(v) an executed assignment and assumption of contracts assigning the Station Contracts from Seller to Buyer in the form attached as Exhibit A hereto;
(vi) an assignment and assumption of leases assigning the Real Property Leases from Seller to Buyer in the form attached as Exhibit A hereto;
(vii) a special warranty deed conveying the Owned Real Property from Seller to Buyer in the form attached as Exhibit A hereto;
(viii) an assignment of marks assigning the Station’s registered marks listed on Schedule 1.1
Seller Documents. At Closing, Schurz and/or the applicable Sellers shall deliver or cause to be delivered to Buyer:
(a) good standing certificates or certificates of existence issued by the Secretary of State of the applicable Seller’s jurisdiction of formation and each of the jurisdictions in which such Seller is qualified;
(b) certified copies of all corporate, limited liability company or other resolutions of Schurz and Sellers necessary to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(c) the certificate described in Section 7.1(c);
(d) assignments of FCC authorizations assigning the FCC Licenses from the applicable Seller to Buyer in substantially the forms attached hereto as Exhibit B, duly executed by such Seller;
(e) assignments and assumptions of contracts assigning the Purchased Contracts from the applicable Sellers to Buyer in substantially the forms attached hereto as Exhibit C, duly executed by each applicable Seller;
(f) assignments and assumptions of leases assigning the Real Property Leases from the applicable Sellers to Buyer in substantially the forms attached hereto as Exhibit D, duly executed by each applicable Seller;
(g) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) conveying the Owned Real Property from each applicable Seller, to Buyer in forms reasonably acceptable to such Seller and Buyer, duly executed by such Seller;
(h) intellectual property assignments duly executed by each applicable Seller assigning the Intangible Property listed on Schedule 1.1
Seller Documents. At the Closing, Seller shall deliver to Buyer any and all documents required to satisfy the conditions set forth in Section 9 of this Agreement and any other closing documents reasonably requested by Buyer.
Seller Documents. At Closing, Seller will deliver to Buyer the following items, at Seller’s expense (the “Seller’s Closing Documents”):
1. A certificate, in form and substance reasonably acceptable to the Buyer or the Title Company , dated as of the Closing Date and duly executed by the Secretary of Seller certifying (1) as to the incumbency and signatures of the officers of such Seller executing any documents being delivered to the Buyer in connection with the Closing, and (2) that attached to such certificate are true and correct copies of (a) the resolutions of members of Seller authorizing the execution and delivery of this Agreement and the Seller’s Closing Documents and the consummation of the transaction taken under this Agreement, and (b) a Certificate of Good Standing or its equivalent for Seller from the State of Delaware;
2. A duly executed and acknowledged Limited Warranty Deed conveying good, marketable and indefeasible fee simple title to the Property, free of all liens and encumbrances, subject only to the Permitted Exceptions accepted by Buyer (the “Deed”);
3. An owner’s affidavit as to possession, no outstanding, unsatisfied judgments, no bankruptcies and no liens against or involving Seller or the Property, and that that there have been no skill, labor or material furnished to the Property at the request of Seller for which payment has not been made or which mechanic’s liens could be filed and that there are no other unrecorded interests in the Property;
4. A certificate signed by Seller or a statement on the Deed warranting that there are no “▇▇▇▇▇” on the Property within the meaning of Minnesota Statutes § 103I or if there are “▇▇▇▇▇” a well certificate in the form required by law;
5. A FIRPTA or “non foreign” affidavit, properly executed, containing such information as is required by IRC Section 1445(b)(2) and its regulations;
6. An assignment and assumption of the Contracts, Warranties and Records affecting the Property to the extent assignable, without any representations or warranties from Seller (the “Assignment and Assumption”), and delivery of the originals of the Contracts, Warranties, and Records to the extent in Seller’s possession;
7. A closing statement acceptable to the Seller and the Buyer itemizing the Purchase Price and closing costs, together with all applicable credits and debits (the “Closing Statement”); and
8. A certificate of Seller, dated as of the Closing Date, certifying the warranties and representations stated in Section 4.
9. ...