Seller’s Closing Deliverables. At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Buyer each of the following:
(a) a counterpart, executed by Seller, of an assignment of membership interests evidencing the assignment and transfer to Buyer of all of the Interests, in the form of Exhibit D (the “Interests Assignment and Assumption Agreement”), together with any membership interest certificates representing the Interests and an endorsement executed by Seller evidencing the sale, assignment and transfer of the Interests from Seller to Buyer;
(b) an executed counterpart of each of the O&M Agreement, the Energy Management Agreement and the Transition Services Agreement;
(c) a certification of non-foreign status in the form prescribed by Treasury Regulation Section 1.1445-2(b) with respect to Seller;
(d) the certificate required to be delivered pursuant to Section 7.3 hereof;
(e) an executed Seller Parent Guaranty;
(f) executed counterparts of documents that evidence the termination of the Existing Affiliate Contracts effective as of the Closing;
(g) such resolutions, certificates and other documents reasonably satisfactory to Buyer evidencing the completion of the Additional Assets Contribution;
(h) such resolutions, certificates or other documents as Buyer may reasonably request to establish the authorization, execution, delivery, validity, binding effect or enforceability of any Transaction Document to be delivered at Closing by Seller and XXXX;
(i) all other previously undelivered certificates, agreements and other documents required by this Agreement to be delivered by Seller prior to the Closing in connection with the transactions contemplated by this Agreement or the other Transaction Documents;
(j) an Internal Revenue Service Form 8023 with respect to each of the Section 338(h)(10) elections required by Section 6.14(j) in a form acceptable to the Parties (the “Form 8023”) signed by an authorized representative of the “common parent” of the “selling consolidated group” within the meaning of such Form 8023;
(k) written documentation of the resignation or removal of all members, managers, officers and directors of each of the Acquired Companies;
(l) the Title Insurance Commitments;
(m) the ALTA Surveys; and
(n) written documentation required to remove as signatories or authorized persons for all accounts or safe deposit boxes set forth on Schedule 4.5; and
(o) the Project Financing Payoff Letters.
Seller’s Closing Deliverables. At the Closing, Seller shall deliver or cause to be delivered to Purchaser, the following executed, certified, and acknowledged by Seller, as appropriate:
(a) A special warranty deed, executed with the appropriate acknowledgement form and otherwise in proper form for recording so as to convey title to the Property as required by this Agreement. The delivery of the special warranty deed by Seller, and the acceptance by Purchaser, shall be deemed the full performance and discharge of every obligation on the part of Seller to be performed pursuant to this Agreement, except those obligations of Seller that are expressly stated in this Agreement to survive the Closing.
(b) A bill of sale whereby Seller conveys to Purchaser all of Seller's right, title, and interest in and to the Personal Property, equipment, and other tangible property included in this sale, together with all state and local sales tax returns, and payment of all sales taxes payable in connection with such conveyance of Personal Property. The bill of sale will be delivered without any Seller representations or warranties.
(c) In connection with the Leases, Seller shall deliver to Purchaser:
(i) Originals of all Leases, if in Seller's possession, or copies certified by Seller as being true, correct, and complete;
(ii) An updated and current rent roll certified by Seller as being true, correct, and complete along with a list of any tenants who are delinquent in their payment of rent and the amount of rent that remains outstanding, if any, dated no more than fifteen (15) days prior to Closing;
(iii) An updated and current schedule of all security deposits under the Leases along with a check, or credit to Purchaser, in the amount of any cash security deposits, including any interest thereon payable to Purchaser, held by Seller pursuant to the Leases on the Closing Date; and if any security deposit is in the form of a letter of credit, Seller shall coordinate for the transfer of any such letter of credit to Purchaser on the Closing Date;
(iv) An executed counterpart to an assignment and assumption agreement relating to the Leases and specifically providing: (A) Seller's assignment of the Leases and Purchaser's assumption of the Leases; (B) no representations and warranties from Seller relating to the Leases other than as expressly set forth in this Agreement; (C) Seller's agreement to indemnify, defend, and hold harmless Purchaser from and against all claims, actions, proceedings, losses and liabilit...
Seller’s Closing Deliverables. At Closing, Seller shall deliver or cause to be delivered to Buyer, all applicable Seller Closing Items.
Seller’s Closing Deliverables. At the Closing, Seller shall deliver or cause to be delivered to Buyer, the following:
(i) a Xxxx of Sale which shall include assignment of all the Purchased Assets relating to the Business, including the Assumed Contracts, in the form of Exhibit A hereto;
(ii) an intellectual property assignment agreement in the form attached hereto as Exhibit B (the “IP Assignment”);
(iii) an assignment and assumption agreement in the form attached hereto as Exhibit C (the “Assumption Agreement”);
(iv) a certificate from the Secretary of Seller, certifying as to (i) the resolutions adopted or other written records of the actions taken by the Board of Directors of Seller approving the transactions contemplated by this Agreement and (ii) the incumbency of each individual signing this Agreement and the Transaction Documents on behalf of Seller;
(v) a certificate from the Secretary of State of the State of Hawaii, dated as of a recent date prior to Closing, certifying as to Seller’s good standing; and
(vi) Seller shall, upon request, have delivered to Buyer such other instruments or documents as may be necessary or appropriate to carry out the transactions contemplated by this Agreement or the Transaction Documents.
Seller’s Closing Deliverables. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing Seller will deliver to Buyer: the Xxxx of Sale duly executed and delivered by Seller; the Assignment and Assumption Agreement duly executed and delivered by Seller; Wind Energy Easements Assignment Documents and any other assignment documents in connection with the assignment of any other Real Property Contracts, duly executed and delivered by Seller and as applicable, notarized by a notary public; Wind Energy Easement Estoppels from Land Owners for all Wind Energy Easements upon which Project Facilities are to be located per the Site Plan as of Closing, duly executed and delivered by the applicable Land Owner; the Escrow Agreement duly executed and delivered by Seller (or, alternatively, the original Letter of Credit, if applicable); 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 duly executed and delivered by Seller; a certificate executed by Seller as to the accuracy of its representations and warranties as of the Effective Date and as of the Closing in accordance with Section 8.1 and as to its compliance with and performance of its covenants and obligations to be performed or complied with at or before the Closing in accordance with Section 8.2; and a certificate of an officer or manager of Seller certifying and attaching all requisite resolutions or actions of Seller’s member approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and the change of name contemplated by Section 6.6 and certifying to the incumbency and signatures of the officers or managers of Seller executing this Agreement and the Seller’s Closing Documents.
Seller’s Closing Deliverables. At Closing, Seller shall deliver or cause to be delivered to Purchaser, (a) one (1) original warranty deed for the Property described in Section 1.01 in substantially the form attached hereto as Exhibit A, duly executed with the appropriate acknowledgment form and otherwise in proper form for recording so as to convey title to the Property to Purchaser as required by this Agreement, and (b) a Title Policy as set forth in Section 4.01.
Seller’s Closing Deliverables. At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:
(i) an assignment and ratification agreement in substantially the form of Exhibit 8.2(i) (as contemplated by Paragraph 19.1 of the C&O Agreement) and such other conveyance and transfer instruments under which the Assets will be assigned and transferred to Buyer;
(ii) the officer’s certificates referred to in Section 7.2(b); and
(iii) a non-foreign affidavit, as such affidavit is referred to in Section 1445(b)(2) of the Code, in form attached hereto as Exhibit 8.2(iii), dated as of the Closing Date.
Seller’s Closing Deliverables. At the Closing, Seller shall deliver to Target, Buyer and Payee a copy of this Agreement executed by Seller.
Seller’s Closing Deliverables. At the Closing, Sellers will deliver to Purchaser the following items:
Seller’s Closing Deliverables. At the Closing, Sellers shall deliver to Buyer the following:
(a) Share certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank.
(b) The Transaction Documents and all other agreements, documents, instruments or certificates required to be executed and delivered by Sellers at or prior to the Closing.
(c) A certificate of the Secretary (or other officer) of the Company certifying: (i) that attached thereto are true and complete copies of all resolutions of the board of directors and the stockholders of the Company authorizing the execution, delivery, and performance of this Agreement, the Escrow Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the “Transaction Documents”) to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, and that such resolutions are in full force and effect; (ii) the names, titles, and signatures of the officers of the Company authorized to sign this Agreement and the other Transaction Documents; and (iii) that attached thereto are true and complete copies of the governing documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect.
(d) Resignations of the directors and officers of the Company, effective as of the Closing Date.
(e) Agreements in exchange for option grants with each of Cxxx Xxxxxx and Jxxxx Xxxxxxx, in a form reasonably acceptable to Buyer.
(f) Executed agreement from Hxxxxxx Xxxxxxxxxx for her continuing employment with the Company.
(g) The consents and notices, as applicable, listed on Section 3.05 of the Disclosure Schedules.
(h) A good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the jurisdiction in which the Company is organized and each jurisdiction where the Company is required to be qualified, registered, or authorized to do business. The term “Governmental Authority” means any federal, state, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal of competent jurisdiction.
