Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof), SELLER shall, with respect to the Offices:
(a) deliver to BUYER at the Offices such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Offices; and
(b) execute, acknowledge and deliver to BUYER all such Limited Warranty Deeds (qualified, as necessary, to reflect all Permitted Exceptions), endorsements, assignments, bills of sale, and other instruments of conveyance, assignment, and transfer as shall reasonably be necessary or advisable and reasonably acceptable to SELLER to consummate the sale, assignment, and transfer of the Assets sold or assigned to BUYER hereunder and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating to the Owned Real Estate, which are now in SELLER's possession or which SELLER has reasonable access to; and such other documents or instruments as may be reasonably required by BUYER, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing ;
(c) execute, acknowledge and deliver to BUYER a duly executed and recordable assignment to BUYER of the Third Party Lease and a consent to assignment from the landlord of the Third Party Lease all in substantially as set forth in SCHEDULE F.
(d) assign, transfer, and make available to BUYER such of the following records as exist and are available and maintained at the Offices (in whatever form or medium then maintained by SELLER) pertaining to the Deposit Liabilities and Office Loans:
(i) originals or copies of signature cards, orders, contracts, and agreements between SELLER and depositors of the Offices and borrowers with respect to Office Loans, and records of similar character; and
(ii) a trial balance listing of records of account; and
(iii) all other miscellaneous records, statements and other data and materials maintained by SELLER relative to any Deposit Liabilities being assumed by BUYER and Office Loans being acquired by BUYER; and
(e) assign, transfer, and deliver to BUYER such safe deposit and safekeeping files and records (in whatever form or medium then maintained by SELLER) pertaining to the safe deposit business of the Offices transferred to BUYER hereunder as exist and are available, together with the contents of the safe deposit boxes mai...
Seller's Actions at Closing. At the Closing (unless another time is specifically stated in Section 6.04 hereof), Seller shall, with respect to the Branch:
(a) transfer possession to Buyer at the Branch such of the Assets purchased hereunder as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business, if any, of the Branch;
(b) execute, acknowledge and deliver to Buyer a special warranty deed (qualified, as necessary, to reflect all Permitted Exceptions), conveying the Branch Real Estate to Buyer and such other documents as the title company may reasonably require; the originals of all blueprints, construction plans, specifications and plat relating to the Branch Real Estate, which are now in Seller's possession or which Seller has reasonable access to; and such other documents or instruments as may be reasonably required by Buyer, required by other provisions of this Agreement, or reasonably necessary to effectuate the Closing;
(c) assign, transfer, and make available to Buyer such of the following records, to the extent such records exist and are available and maintained at the Branch (in whatever form or medium then maintained by Seller), pertaining to the Deposit Liabilities and Branch Loans:
(i) signature cards, orders and contracts and agreements between Seller and depositors of the Branch and borrowers with respect to Branch Loans, and records of similar character;
(ii) canceled checks and/or negotiable orders of withdrawal representing charges to depositors;
(iii) a trial balance listing of records of account;
(iv) overdraft histories for all Deposit Accounts;
(v) any and all suspicious activity reports;
(vi) returned check histories for all Deposit Accounts;
(vii) histories related to all Branch Loans, including, but not limited to, past due histories; and
(viii) all other miscellaneous records, statements and other data and materials maintained by Seller relative to any Deposit Liabilities being assumed by Buyer and Branch Loans being acquired by Buyer;
(d) assign, transfer, and deliver to Buyer such safe deposit and safekeeping files and records (in whatever form or medium then maintained by Seller) pertaining to the safe deposit business of the Branch transferred to Buyer hereunder as exist and are available, together with the contents of the safe deposit boxes maintained at the Branch, as the same exist as of the close of business on the day immediately preceding the Closing Date (subject to the terms and con...
Seller's Actions at Closing. At the Closing, the Seller shall deliver --------------------------- to the Buyer (i) deeds of conveyance in proper form for recording relating to the Properties and the Town & Country Estates Ownership Interest, (ii) an Assignment Agreement, in form and substance satisfactory to the Buyer, assigning to the Buyer all of the Seller's right, title and interest in and to the Apache East, Denali Park Estates, Rancho Margate and Winter Haven Ownership Interests, and (iii) such other documents and instruments, and take such other action, as may be necessary or desirable to effect the transfer of the Properties and the Ownership Interests to the Buyer, in accordance with this Agreement.
Seller's Actions at Closing. At Closing, Seller shall deliver to Purchaser at Seller's sole cost and expense, such bills of sales, endorsements, assignments, and other good and sufficient instruments of conveyance and transfer as provided for herein, and any other instruments in form and substance acceptable to Purchaser as shall be necessary to vest effective in Purchaser all right, title, and interest in and to the Assets, free and clear of all liens, charges, encumbrances, pledges or claims of any nature (except as provided herein), including without limitation, the following:
5.2.1. General bills of sale fully and properly executed by Seller vesting in Purchaser good and marketable title to the Assets, in the form attached hereto as Exhibit "E" ("Bill xx Sale").
5.2.2. Fully and properly executed transfers of MCOs for all vehicles transferred to Purchaser.
5.2.3. Fully and properly executed transfers of title for all company vehicles and used vehicles, subject to the provisions of Section 2.1.2.
5.2.4. A certificate executed by Seller's president in his corporate and not in his individual capacity, certifying that, as of the Closing Date, all of the representations and warranties of Seller are true and correct in all respects and that each and every covenant and agreement to be performed by Seller prior to or as of the Closing Date pursuant to this agreement has been performed in all respects.
5.2.5. A certificate of corporate existence in good standing for Seller from the State of Texas dated within thirty (30) days of the Closing Date.
5.2.6. A copy of resolutions duly adopted by Seller authorizing and approving Seller's performance of the transaction contemplated herein and the execution and delivery of all documents in connection with such transactions, certified by the secretary of Seller, as true in full force as of the Closing Date.
Seller's Actions at Closing. At or before the Effective Time, Seller will take the following actions with respect to the transfer of the Assets, the Asset Obligations and the Deposits:
Seller's Actions at Closing. At the Closing, each Seller shall execute, acknowledge and (upon payment of the Adjusted Purchase Price or Preliminary Adjusted Purchase Price, as applicable) deliver to the Purchaser the following:
(i) An Assignment of Membership Interests in the form of Exhibit E;
(ii) Its respective Seller’s Closing Certificate;
(iii) Its respective Closing Tax Certificate; and
(iv) All other instruments as may be reasonably required to consummate the agreements of the Parties hereunder, including execution and delivery by NG of the Transition Services Agreement.
Seller's Actions at Closing. At the Closing, the Seller shall deliver to Buyer (i) a deeds of conveyance in proper form for recording relating to the Property and the Big Country Estates and Harmony Ranch Ownership Interests, (ii) an Assignment Agreement, in form and substance satisfactory to Buyer, assigning to Buyer all of Seller's right, title and Interest in and to the Ownership Interests, and (iii) such other documents and instruments, and take such other action, as may be necessary or desirable to effect the transfer of the Property and the Ownership Interests to Buyer, in accordance with this Agreement.
Seller's Actions at Closing. At the Closing, the Sellers will deliver to the Buyer the following:
(a) The certificates representing all the Preferred Shares, endorsed or accompanied by documents of assignment which comply with the requirements of Section 8-401 of the Uniform Commercial Code as in effect in Delaware.
(b) The certificates representing all the Common Shares, endorsed or accompanied by documents of assignment which comply with the requirements of Section 8-401 of the Uniform Commercial Code as in effect in Delaware.
(c) The certificates representing all the Warrants which are being sold by Prometheus, endorsed or accompanied by documents of assignment which comply with the requirements of Section 8-401 of the Uniform Commercial Code as in effect in Delaware.
Seller's Actions at Closing. At the Closing, each Seller shall execute, acknowledge and (upon payment of the funds specified in Section 12(b)(I) and Section 12(b)(II)) deliver to the Purchaser the following:
Seller's Actions at Closing. On the Closing Date, Seller shall deliver to Buyer:
2.4.1 An original executed certificate for the IEC Shares representing 100% of the outstanding capital stock of the Company, properly endorsed and assigned to VCG Holding Corp., and any other instruments or documents that may be necessary, desirable or appropriate to transfer and assign to Buyer all of the outstanding shares of the Company, all in a form and substance satisfactory to counsel for Buyer and with any applicable documentary tax stamps attached;
2.4.2 A certificate executed by Seller and the Company confirming the representations and warranties contained in Sections 4 and 5 hereof as of the Closing Date;
2.4.3 All of the books and records of the Company.
2.4.4 Any and all other documents reasonably requested by Buyer to be delivered by Seller at Closing.
