Common use of Seller’s Closing Deliveries Clause in Contracts

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.), Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.), Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)

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Seller’s Closing Deliveries. At least one (1) business day prior Sellers shall deliver the following documents to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent on or before the followingClosing Date: (a) A With respect to the Owned Properties: (i) a deed executed by Seller, in the form of Exhibit E (the “Deed”)) for each Owned Property in the form agreed upon by Sellers and Buyer and duly executed by the relevant Seller; (ii) the Assignment of Leases for each Owned Property duly executed by the relevant Seller; (iii) the Assignment of Contracts for each Owned Property duly executed by the relevant Seller; (iv) the Tenant Notices for each Owned Property duly executed by the relevant Seller; (v) the Xxxx of Sale and Assignment and Assumption of Licenses, Permits, Warranties and General Intangibles for each Owned Property duly executed by the relevant Seller; (vi) a true and complete copy of an updated Rent Roll as of a date that is no earlier than the last day of the month preceding the month in which the Closing Date occurs; (vii) with respect to each Owned Property, a customary form of owner’s title affidavit and gap indemnity reasonably acceptable to the relevant Seller, executed by the applicable Seller; (viii) a special warranty deed for water share certificates or water rights for certain of the Owned Properties located in the State of Colorado and California in the forms agreed upon by Sellers and Buyer and duly executed by the relevant Seller; (ix) an assignment of water share certificates for certain of the Owned Properties located in the State of Colorado in the forms agreed upon by Sellers and Buyer and duly executed by the relevant Seller; (x) original stock share certificates for all of the shares identified for conveyance under the forms of assignment agreed to by Sellers and Buyer; and (xi) a DR 1083 Form for each Owned Property in the State of Colorado. (b) A Xxxx of Sale With respect to the Ownership Interests, the Interest Assignment, duly executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.relevant Interest Sellers;

Appears in 2 contracts

Samples: Agreement of Purchase and Sale, Purchase and Sale Agreement (Forestar Group Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver execute and deliver, or cause to be delivered executed and delivered, as applicable, to Escrow Agent Buyer, the following: (ai) a Xxxx of Sale and Assignment substantially in the form attached hereto as Exhibit A deed (the “Xxxx of Sale and Assignment”), duly executed by Seller conveying all of Seller’s right, title and interest in the Purchased Assets (other than those conveyed pursuant to a Deed, Lease Assignment or other Real Property assignment); (ii) an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit B (the “General Assignment and Assumption”), duly executed by Seller, whereby Seller assigns to Buyer Seller’s rights in the Assumed Contracts and Buyer assumes the Assumed Liabilities; (iii) an Assignment and Assumption Agreement substantially in the form of attached hereto as Exhibit C (the “DCS Assignment and Assumption”), duly executed by Xxxxxxxx Coal Sales, Inc. (“DCS”) with respect to the DCS Contracts; (iv) one or more Statutory Warranty Deeds to Buyer with respect to the Real Property conveyed to Seller by deed, in recordable form and substance substantially in the form attached hereto as Exhibit D (each, a “Deed”; and collective, the “Deeds”)), duly executed by Seller; (v) one or more Assignment and Assumption Agreements with respect to the Leases, in form and substance reasonably acceptable to each Party (each, a “Lease Assignment”; and collectively, the “Lease Assignments”)), duly executed by Seller; (vi) the Transition Services Agreement substantially in the form attached hereto as Exhibit E (the “DeedTransition Services Agreement”). (b) A Xxxx of Sale , duly executed by Seller, ; (vii) documents of title and instruments of conveyance necessary to transfer record title to Buyer of all motor vehicles included in the form of Exhibit F attached hereto (the “Xxxx of Sale”).Purchased Assets; (cviii) A certification from a certificate executed by an authorized officer of Seller and dated the Seller as required Closing Date, certifying that attached thereto are true and complete copies of resolutions duly adopted by the Foreign Investors Real Property Tax ActBoard of Directors of Seller authorizing the execution, as delivery, and performance of this Agreement and each other agreement, instrument or certificate to be executed and delivered by Seller pursuant to this Agreement, and that such resolutions have not been modified, rescinded or amended; (ix) a FIRPTA affidavit duly executed by Seller in form and substance that is reasonably acceptable to Buyer, which meets the requirements of Treasury Regulation 1.1445-2(b) and certifies that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; (x) the Consents of third parties set forth on Schedule 1.07(a)(x), in form and substance reasonably satisfactory to the Buyer; (xi) written amendments to those Contracts set forth in Schedule 1.07(a)(xi) to extend the term of such Contacts in accordance with Schedule 1.07(a)(xi); (xii) a Certificate of Non-Foreign Status”).Good Standing (dated no more than ten Business Days prior to Closing) with respect to Seller from the Secretary of State of the State of Alabama; (dxiii) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy IDB Bonds, duly endorsed by Seller and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).accompanied by appropriate instruments of transfer; (exiv) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice an agreement in the form attached hereto as Exhibit K F (the “Tenant NoticeExcluded Property Agreement”) with respect to access and other rights; (xv) a Broker’s Lien Affidavit and a Real Estate Sales Validation Form in connection with the transfer of the Real Property; (xvi) an escrow agreement in the form attached hereto as Exhibit G (the “Escrow Agreement”), duly executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.Seller; and (ixvii) A Seller’s residency certification/exemptionthe written release of all material Liens, except for Permitted Liens, with respect to the Purchased Assets (including any applicable UCC-3 termination statements, payoff letters and other documentation relating thereto), if required by applicable lawany. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Peabody Energy Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller Sellers shall deliver or cause to be have delivered to Escrow Agent Purchaser Parent (or such other party as appropriate) the following: (ai) A deed a certificate, dated as of the Closing Date, duly executed by the Secretary of Sellers, certifying as to (1) true and complete copies of the organizational documents of each Seller, (2) true and complete copies of the resolutions of the boards of directors of each Seller approving this Agreement and the Ancillary Agreements, and (3) setting forth the names of each of the officers of each Seller authorized to execute this Agreement and all documents, certificates and agreements ancillary hereto, together with their specimen signatures; (ii) a certificate, dated as of the Closing Date, from Graco and Graco US Finishing Brands, duly executed by an officer of each of Graco and Graco US Finishing Brands, certifying that the conditions specified in Sections 7.1(a), (b), and (c) have been satisfied as of the Closing Date; (iii) a Certificate of Good Standing of each Seller and each Acquired Subsidiary from the applicable Governmental Authority, dated no more than ten (10) days prior to the Closing Date; (iv) the Xxxx of Sale, duly executed by Graco and Graco US Finishing Brands, in addition to such other assignments and assumptions (including, but not limited to, the Transition Services Assignment and Assumption Agreement and the Transitional Trademark License Assignment and Assumption Agreement), duly executed by Graco, in respect of Acquired ITW Ancillary Agreements under which Graco is assigning to Purchaser Parent some, but not all, of Graco’s rights and Purchaser Parent is assuming some, but not all, of Graco’s liabilities; (v) assignments, in form and substance reasonably satisfactory to Purchaser Parent, duly executed by the appropriate Sellers, transferring all of Sellers’ right, title and interest in and to the Business Intellectual Property to Purchaser Parent or Carlisle Fluid Technologies, Inc., a Delaware corporation, as Purchaser Parent’s designee; (vi) certificates evidencing all of the outstanding ownership interests in the Acquired Subsidiaries, duly endorsed for transfer or accompanied by duly executed assignments separate from certificates in form suitable for transfer; (vii) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Sellers; (viii) the Mutual Transition Services Agreement, duly executed by the Sellers parties thereto; (ix) the Cross License Agreement, duly executed by Graco US Finishing Brands, Graco and Xxxx Switzerland GmbH; (x) The Transitional Trademark License and Permitted Use Agreement, duly executed by Graco; (xi) assignments to the applicable Purchaser of each of the Real Property Leases to which any Asset Selling Subsidiary is a party, duly executed by the applicable Asset Selling Subsidiary, together with any consents required in connection with such assignments (and any consents required pursuant to any Real Property Lease to which any Acquired Subsidiary is a party in connection with the consummation of the transactions contemplated by this Agreement); (xii) special or limited warranty deeds, duly executed by the applicable Asset Selling Subsidiaries and in recordable form, conveying the Owned Real Property of the Asset Selling Subsidiaries to the applicable Purchaser free and clear of all Liens, except for (1) Permitted Liens and (2) such matters as are acceptable to Purchaser Parent in its sole and absolute discretion, together with all documents or instruments that may be required under Applicable Law or reasonably required by Purchaser Parent’s title insurance company to transfer the Owned Real Property of the Asset Selling Subsidiaries to the applicable Purchasers subject only to Permitted Liens, including any Asset Selling Subsidiary’s affidavits, title affidavits, “gap undertakings” or non-imputation affidavits required by such title insurance company and any revenue or tax certificates or statements, or any certifications related to the environmental condition of such Owned Real Property; (xiii) binding title insurance policies (which may be in the form of Exhibit E marked-up title insurance commitments) covering each parcel of the Owned Real Property, issued on a current form of ALTA owner’s title insurance policy by a title insurance company reasonably acceptable to Purchaser Parent, and insuring fee simple title to each parcel of the Owned Real Property in the applicable Purchaser or its designee as of the Closing Date (including all recorded appurtenant easements insured as separate legal parcels), with gap coverage from the “Deed”).Closing through the date of recording, subject to no exceptions to coverage that are not reasonably acceptable to Purchaser Parent, providing coverage in such amount as Purchaser Parent reasonably determines to be the value of each such parcel of Owned Real Property, and including an extended coverage endorsement (insuring over the general or standard exceptions) and ALTA Form 3.1 zoning or its equivalent (with parking and loading docks) and all other endorsements reasonably requested by Purchaser Parent, all in form and substance reasonably satisfactory to Purchaser Parent; (bxiv) A Xxxx releases, termination statements or satisfactions, as appropriate, as to all Liens on the Acquired Assets (other than Permitted Liens); (xv) the third-party consents identified on Schedule 7.1(e), in form and substance reasonably satisfactory to Purchaser Parent; (xvi) a certificate dated as of Sale executed by Sellerthe Closing Date from each Asset Selling Subsidiary that is conveying any interest in real property in the United States, in the applicable form set forth in Section 1.1445-2(b)(2)(iii) of Exhibit F attached hereto (the “Xxxx United States Treasury Regulations, so that Purchaser Parent is exempt from withholding any portion of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller.thereunder; and (hxvii) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any all other funds, documents, instruments or agreements (signed by Seller and acknowledgedwritings required to be delivered to Purchaser Parent, if appropriate) reasonably necessary US Purchaser or any Purchaser at or prior to effectuate the transaction contemplated by Closing pursuant to this Agreement, and such other certificates of authority and documents as Purchaser Parent may reasonably request. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Graco Inc), Asset Purchase Agreement (Carlisle Companies Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the followingBuyer: (ai) A deed a certificate of Seller duly executed by an authorized signatory of Seller, dated as of the Closing Date, certifying as to Seller’s compliance with the conditions set forth in the form of Exhibit E (the “Deed”Section 6.2(a) and Section 6.2(b).; (bii) A Xxxx counterparts of Sale each Transaction Document other than this Agreement to which a Seller Party is a party, duly executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”).such Seller Party; (ciii) A certification the written resignations of the directors and officers of each of the Transferred Companies from their positions as directors or officers of the Seller as required Transferred Companies to the extent requested by Buyer in accordance with Section 4.17; (iv) a statement, meeting the Foreign Investors Real Property Tax Actrequirements of Section 1.1445-2(b) of the Treasury Regulations, as amended, to the effect that Seller is not a “foreign person” (within the “Certificate meaning of Non-Foreign Status”).Section 1445 of the Code and the Treasury Regulations thereunder; (dv) A customary affidavit sufficient a certificate of good standing (or its equivalent) of each of the Transferred Companies from its relevant jurisdiction of incorporation or organization, dated within 10 Business Days prior to the Closing Date; (vi) reasonably satisfactory pay-off letters or evidence of release with respect to all of the Closing Date Funded Indebtedness of the Transferred Companies required to be repaid or terminated under the terms of this Agreement, duly executed by the applicable Transferred Company, Seller or its Affiliates and the appropriate person, lender or creditor indicating the amount required for the Title Company payment and satisfaction in full of all such Closing Date Funded Indebtedness, together with evidence reasonably satisfactory to issue Buyer of the Approved Title Policy contemporaneous release of all Liens related thereto; (vii) to the extent not already provided under Section 2.3(a)(vi), evidence reasonably satisfactory to Buyer of the release of all Liens on the Shares of GTIH and to delete on the equity of any exceptions for parties in possession of the other Transferred Companies and all Liens (other than tenants under Permitted Liens) on the Leases) and mechanics’ or materialmen’s therefrom (assets of the “Title Affidavit”).Transferred Companies; (eviii) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice final written opinions from PricewaterhouseCoopers substantially in the form attached hereto as Exhibit K H (the “Tenant NoticePWC Opinions”); (ix) certificates representing the Shares, executed duly endorsed in blank or accompanied by instruments of transfer in proper form to vest good and valid title to the Shares in Buyer, free and clear of any and all Liens; and (x) such further instruments and documents as may be required to be delivered by Seller pursuant to the terms of this Agreement or of a ministerial nature as may be reasonably requested by Buyer, and which Purchaser shall send to each tenant under each are customary for transactions of this nature, in connection with the Closing of the Leases promptly after the Closingtransactions contemplated hereby. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Walter Investment Management Corp), Stock Purchase Agreement (Walter Investment Management Corp)

Seller’s Closing Deliveries. At least Closing, each Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the documents described below (with respect to each Real Property owned by it): (i) one (1) business day prior original special warranty deed in form attached hereto as Exhibit F-1 and otherwise acceptable to Title Insurer, subject only to the ClosingPermitted Exceptions; (ii) two original counterparts of a xxxx of sale and assignment and assumption of Assignable Leases, Seller shall deliver or cause to be delivered to Escrow Agent the following: Taken Service Contracts (a) A deed executed by Seller, as defined in the form of Exhibit E (Company Disclosure Letter) and Assignable Construction Contracts as to the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors applicable Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K G (the “Tenant NoticeXxxx of Sale and General Assignment”); (iii) one original notice letter to each of the tenants as to the applicable Real Property, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor as to the applicable Real Property under an Assignable Service Contract or Assignable Construction Contracts, substantially in the form attached hereto as Exhibit I; (v) one original non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by the Title Company, in its capacity as escrow agent, “Escrow Agent” (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of all property management agreements, including without limitation (a) any existing master property management agreement with Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC Management”) as to the applicable Real Property, and (b) any existing sub-management agreement with the property management company identified in the Company Disclosure Letter (“Property Manager”) as to the applicable Real Property; (ix) such transfer tax forms, prepared and submitted in electronic format using xxxxx://xxxxx.xxxxxxxx.xxx/MyDec, as are required by law as to the applicable Real Property, if any (the “Transfer Declarations”); (x) to the extent assignable, assignments of such Sellers’ rights to any security deposit that is not in the form of cash; (xi) a release letter of certificate from each of (a) the Illinois Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 9-902(d) of the Illinois Income Tax Act, as amended, or 35 ILCS 120/5j of the Illinois Compiled Statues, as amended; (b) from the Chicago Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Section 3-4-140 of the Chicago Uniform Revenue Procedures Ordinance, as amended; and (c) from the Xxxx County Department of Revenue stating that no assessed but unpaid tax penalties or interest are due under Article XI of the Xxxx County, Illinois Revenue Ordinance, as amended; or in the absence of any such letters, an indemnity agreement in the form attached hereto as Exhibit Q, executed by Seller which Purchaser shall send to each tenant under each Seller; and (xii) a certificate from the City of Chicago Department of Water Management stating that a final reading of the Leases promptly after water meter at the Closing. Property has been made and full payment of all outstanding charges have been received. To the extent any Construction Contract is not assignable and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available and applicable, each Seller shall deliver all of the original Leases, Taken Service Contracts (i) A Seller’s residency certification/exemptionas defined in the Company Disclosure Letter), if Assignable Construction Contracts, keys and electronic pass cards or devices to all entrance doors to, and equipment and utility rooms and vault boxes located in, the Property, plans and specifications, Licenses and Permits pertaining to such Sellers’ Real Property at the applicable Real Property. To the extent required by applicable law. Title Insurer to issue the Owner Title Policy (j) A closing instruction letter from defined in Section 8.4 below), Seller agrees to deliver to Title Insurer such evidence of Sellers’ organization, power and authority and such other documents as the Title Insurer may reasonably require to issue the Owner Title Policy or to consummate the transactions contemplated under this Agreement or the documents to be executed and delivered by Sellers at Closing, including, without limitation, an ALTA Statement and GAP Indemnity in the forms attached to the Escrow AgentCompany Disclosure Letter as Exhibit T-1 and Exhibit T-2. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 2 contracts

Samples: Real Estate Sale Agreement, Real Estate Sale Agreement (Equity Commonwealth)

Seller’s Closing Deliveries. At least one (1) business day or prior to the Closing, Seller shall deliver deliver, or cause to be delivered delivered, to Escrow Agent Purchaser or its designee the following: (a) A deed the consents to assignment of the landlords with respect to each Real Property Lease constituting a Purchased Contract; (b) an affidavit of non-foreign status of Seller that complies with the Treasury Regulations under Section 1445 of the Code (a “FIRPTA Affidavit”); (c) a certificate of good standing dated not more than five (5) Business Days prior to the Closing Date with respect to Seller issued by the Secretary of State of the State of Louisiana; (d) one or more duly executed bills of sale in the form of Exhibit B hereto; (e) a duly executed assignment and assumption agreement in the form of Exhibit C hereto; (f) such instruments and documents (including payoff letters) necessary to release any and all Liens, other than Permitted Exceptions, on the Purchased Assets, including appropriate UCC financing statement amendments (termination statements); (g) resolutions as to the due authorization of this Agreement and all of the transactions contemplated hereby and Seller’s Articles of Organization and Fifth Amended and Restated Limited Liability Company Operating Agreement, as amended, each certified by the Secretary of Seller, ; (h) a duly executed transition services agreement (the “Transition Services Agreement”) in the form of Exhibit D hereto; (i) a duly executed trademark assignment agreement in the form of Exhibit E (the “Deed”).hereto; and (bj) A Xxxx an Excel file with all information necessary for purposes of Sale executed by Sellerbilling the Customers, including the information set forth in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form billing template attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller G to the Escrow Agentextent reasonably available to Purchaser. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Interface Security Systems, L.L.C.), Asset Purchase Agreement (Interface Security Systems Holdings Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy Policy, and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’s or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice (the “Tenant Notice”) in the form attached hereto as Exhibit K (the “Tenant Notice”)K, executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (lj) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall Sellers will deliver or cause to be delivered Buyer the following documents, duly executed as required, and each in form and substance reasonably acceptable to Escrow Agent the followingBuyer and its counsel: (a) A deed executed by Seller, motor vehicle transfer/tax forms transferring the automobiles comprised in the form Acquired Assets to Buyer, free and clear of Exhibit E all Liens (one for each automobile) and duly endorsed certificates of title for the “Deed”automobiles evidencing that title to such vehicles are held in Buyer and are free and clear of all Liens (one for each automobile).; provided, however, that as to all such vehicles which are covered by leases from Wheels, Inc., as referenced above, Buyer recognizes that Wheels, Inc. will cause new certificates of title to be issued and delivered to Buyer after Closing according to the standard procedures of the applicable states regarding such matters; (b) A Xxxx of Sale the Registration Rights Agreement, duly executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”).SCI; (c) A certification from a xxxx of sale conveying the Seller as required by applicable Acquired Assets to Buyer, in form and substance reasonably acceptable to Buyer; (d) an Assignment and Assumption Agreement assigning to Buyer all of the Foreign Investors Real Property Tax ActAssumed Contracts; (e) an assignment agreement assigning to Buyer (and/or to Buyer’s Trustee, as amendedappropriate), all Trust Funds, insurance policies and Receivables related to the Pre-/At-Need Contracts (other than those specified in Section 5.5); (f) a certificate of Sellers, to the effect that the conditions set forth in Sections 6.2(a), (b) and (f) hereof have been satisfied; (g) a certificate of each Seller to the effect that such Seller is not a foreign person” person within the meaning of Section 1445 of the Code (the “Certificate of Non-Foreign Status”or any comparable law). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller.; (h) A notice Special Warranty Deeds conveying to Buyer title in fee simple to the Owned Real Property; (i) a Dignity Affiliate Agreement for each of the funeral homes included in the Business in the form attached hereto as Exhibit K E (the “Tenant NoticeDignity Affiliate Agreements”), each duly executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemptionDignity Memorial Network, if required by applicable law.Inc., a Delaware corporation; (j) A closing instruction letter from Seller to the Escrow Agent.Transition Agreement in the form attached hereto as Exhibit F (the “Transition Agreement”), duly executed by SCI; (k) Any other funds, documents, instruments or agreements (signed by Seller fully executed counterparts of any and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement.all required transfer tax forms; (l) A certificate such title affidavits, opinions and indemnities as may be requested by the Title Company to issue the policy to Buyer; (m) all other bills of sale, deeds, transfers, assignments, acts, things and assurances as may be required in the reasonable opinion of Buyer for more perfectly and absolutely assigning, transferring, conveying, assuring to and vesting in Buyer title to the Acquired Assets free and clear of all Liens; (n) stock certificates (or other certificates) evidencing all of the issued and outstanding equity interests of the Pre-35 Funeral Home, together with such assignment transfer or transfer documents reasonably necessary to transfer ownership thereof to Buyer; (o) copies of all Required Consents, duly executed by Seller certifying the Person from whom consent is required to Purchaser be obtained; (p) written evidence reasonably satisfactory to Buyer that Seller has no actual knowledge the management and any other related relationship between SCI (including its Affiliates) and the funeral director of any breach by Seller of any each funeral home included as part of the representations and warranties made Business (including, without limitation, any entity owned by Seller in this Agreement or, if applicable, disclosing any such breachfuneral director) has been terminated; (q) the Lakeview Access Easement; and (r) such other documents as may be reasonably required to consummate the transaction contemplated hereunder.

Appears in 2 contracts

Samples: Asset Purchase and Sale Agreement, Asset Purchase Agreement (Stonemor Partners Lp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to the Title Company, for delivery to Purchaser, the following items, which shall be delivered in a form and substance reasonably satisfactory to Escrow Agent the followingPurchaser: (a) A deed executed by Seller, The Plat recorded in the form of Exhibit E (the “Deed”)ROHC. (b) A Xxxx of Sale executed by Seller, limited warranty deed (“Deed”) in the form of Exhibit F attached hereto (as Exhibit C, conveying to Purchaser title to the “Xxxx Property subject only to the lien of Sale”).ad valorem property taxes not yet due and payable, the Permitted Exceptions, and any other exceptions to title approved by Purchaser in its sole discretion, executed and acknowledged by Seller and in recordable form; (c) A certification permanent and perpetual non-exclusive easement in form and content to be reviewed and accepted by Purchaser and Seller prior to the end of the Inspection Period (or Investigation Period Extension), from Seller’s affiliate, West End Loading LLC (“Seller Affiliate”) (and other property owners, if necessary) granting vehicular and truck access between the Property and the River Barge Crane (“Crane”) as shown on Exhibit D and also providing for Purchaser’s periodic use and operation, without charge, of the Crane and the adjacent pier and for the maintenance, repair and replacement thereof by the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a Affiliate and its successors in interest (foreign person” (the “Certificate of Non-Foreign StatusCrane Easement”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom mutual environmental indemnity agreement (the “Title AffidavitMutual Indemnity Agreement) (which also is to be executed by Purchaser), running with the land, under which Seller and Purchaser mutually indemnify each other with respect to losses, costs and damages caused by the activities of Seller or Purchaser on their respective properties, which both (i) adversely affect the other’s property, and (ii) are in violation of the Land Use Restrictions, the Site Management Plan or the Bxxxxxxxxx Agreement. (e) A General Assignment executed by SellerAll easements, covenants, and restrictions contemplated in this Agreement, or specified in the form of Exhibit H attached hereto assigning Plat, or necessary to Purchaser all of Sellerremove, correct, remedy, or insure over, the Title Objections and provide for stormwater drainage and access which Seller is obligated to resolve with Purchaser’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”)reasonable cooperation. (f) An Assignment At Purchaser’s expense, an ALTA owner’s policy of Leases executed by Sellertitle insurance from the Title Company based on the Title Commitment that is reasonably acceptable to Purchaser, in an amount not less than the form Purchase Price, insuring Purchaser as owner of Exhibit I attached heretofee simple, assigning indefeasible title to the Property and the appurtenant Crane Easement, with full extended coverage over all general exceptions, free and clear of any and all liens and other encumbrances, and subject only to the lien of ad valorem property taxes not yet due and payable, the Permitted Exceptions, and any exceptions to title approved by Purchaser all of Seller’s interest under the Leases in its sole discretion and such other endorsements ordered and paid for by Purchaser except as required to be assigned paid by Seller to Purchaser at Closing cure or remedy any Title Objections (the “Assignment of LeasesTitle Policy”).; (g) A closing statement reflecting Such evidence as the Purchase Price and Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller or to satisfy all adjustments, prorations, credits, costs and expenses other requirements set forth herein (in the “Closing Statement”) approved Title Commitment which are reasonably required by Seller.the Title Company; (h) A notice An affidavit of ownership as reasonably required by the Title Company in order to induce the form attached hereto as Exhibit K (Title Company to omit the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each standard exceptions from its policy of the Leases promptly after the Closing.owner’s title insurance; (i) A Seller’s residency certification/exemption, if certificate in such form as may be required by applicable law.the Internal Revenue Service pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations issued pursuant thereto, certifying as to the non-foreign status of a transferor; (j) A closing instruction letter from Seller to Terminations of any lease or other occupancy agreement affecting the Escrow Agent.Property; (k) Any Possession and occupancy of the Property to Purchaser; (1) An assignment and delivery of all claims, guaranties, warranties, indemnities and all other fundsrights, if any, that Seller may have against suppliers, laborers, materialmen, contractors or subcontractors arising out of or in connection with the installation, construction and maintenance of the improvements, fixtures and personal property on or about the Property, together with the originals of all such guaranties, warranties and such similar instruments and copies of any prior assignments thereof to Seller; (m) An assignment of all Property Reports, if any, including all plans and specifications relating to the Property and all licenses, permits, and certificates of occupancy, or such other comparable certificates or documents issued by the appropriate governmental authority, with respect to the Property or any part of the Property or the operation thereof as well as any other documentation as may be required by any statute, law, ordinance or regulation to allow the consummation of this sale; (n) A limited warranty bxxx of sale in a form and substance reasonably acceptable to Purchaser; (o) A non-exclusive easement expiring June 30, 2023, in form and content reasonably acceptable to Purchaser, from Seller and Seller’s affiliates having ownership interests in the TDEC regulatory sites which are subject to the Site Management Plan (collectively, the “Site”) granting access to and use of the Site for the purposes described in the Site Management Plan, including the use of other portions of the Site, in locations reasonably acceptable to Seller, for the relocation of soils removed from the Property as a result of grading or excavation activities from time to time, in accordance with the Site Management Plan and in coordination with Seller (or its affiliates) and TDEC (the “Environmental Easement”); and (p) Such other documents, instruments or agreements (including a signed Closing Statement, as are necessary and appropriate for the consummation of this transaction by Seller and acknowledged, if appropriate) or reasonably necessary to effectuate requested by Purchaser or the transaction contemplated by this AgreementTitle Company. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (NOVONIX LTD), Purchase and Sale Agreement (NOVONIX LTD)

Seller’s Closing Deliveries. At least one (1) business day On or prior to the ClosingClosing Date, Seller the Sellers shall deliver or cause the following to be delivered to Escrow Agent the followingBuyers: (ai) A deed the Bills of Sale duly executed by Seller, the applicable Seller (in the form event that Buyers determine it is necessary or desirable for purposes of Exhibit E Buyers obtaining required licenses or permits, Sellers will deliver the Bills of Sale promptly following execution hereof with an effective date of the Closing Date); (ii) the Assignment and Assumption Agreements duly executed by the applicable Seller; (iii) except as provided in Sections 1.05(c) and 1.13, the Lease Assignment and Assumption Agreements duly executed by the applicable Seller and a written consent from the landlord or other party whose consent thereto is required under the Assigned Facility Leases (the “DeedLease Consents”).; (iv) the Transition Services Agreement duly executed by the Selling Parties; (v) the POAs duly executed by the Selling Parties; (vi) written evidence of receipt of the Required Consents (except as provided in Section 1.13); (vii) a certificate of the secretary or assistant secretary of BioScrip, dated as of the Closing Date, in form and substance reasonably satisfactory to the Buyers, as to (i) the charter documents of each Seller, (ii) the by-Laws or equivalent governing documents of each Seller, (iii) the resolutions of the board of directors of each Selling Party approving the execution and delivery of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby and (iv) the incumbency and signatures of the officers of each Selling Party executing this Agreement and the Ancillary Agreement to which such Selling Party is a party; (viii) a certificate executed by each of the Sellers as to the accuracy of their representations and warranties as of the date of this Agreement and the Closing Date and as to their compliance with and performance of their covenants and obligations to be performed or complied with at or before the Closing hereunder in accordance with Section 9.02(a); (ix) good standing certificates for each Seller, issued by their jurisdiction of organization and dated as of a date reasonably close to the Closing Date (x) a reasonable opinion from King & Spalding LLP, counsel to Seller, dated as of the Closing Date and addressed to Buyers in a form reasonably satisfactory to Buyers, to the effect that each Selling Party: (a) is a business corporation organized and validly existing under the Laws of its state of organization; (b) A Xxxx of Sale executed has all requisite corporate power and authority to make, execute, deliver and perform this Agreement and each other agreement and instrument required to be executed, delivered and performed by Sellerit in connection with the transactions contemplated hereby, in and to sell, convey, assign, transfer and deliver the form of Exhibit F attached hereto (the “Xxxx of Sale”). Purchased Assets to Buyers, as set forth herein, and such execution, delivery and performance have been duly and properly authorized; (c) A certification from this Agreement and all Ancillary Agreements, assignments and other instruments of conveyance, transfer and sale delivered by Sellers hereunder constitute the Seller valid and binding obligations of Sellers enforceable against them in accordance with their respective terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy, fraudulent conveyance or other Laws affecting creditors’ rights and debtors’ relief generally and by general principles of equity or as may apply to restrictive covenants or the enforcement of any particular remedy; (d) neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the compliance and fulfillment of the terms and conditions hereof, will conflict with, or result in a breach of the terms, conditions, provisions of the organizational documents of any Seller; and (e) no material ungiven notice to, or material unobtained consent, approval, authorization or permit of, any Governmental Authority required by federal or Delaware General Corporation Law to be obtained by Sellers or any of Affiliate thereof is required for the Foreign Investors Real Property consummation by Sellers or such Affiliate of the transactions contemplated hereby. In rendering such opinion, such counsel may include such qualifications and assumptions as are reasonably acceptable to counsel for the Buyers in light of the circumstances under which such opinion is being given, may rely upon certificates of Governmental Authorities and may place reasonable reliance upon certificates of officers of the Selling Parties and their Affiliates; (xi) satisfactory evidence that any Liens on or related to the Purchased Assets other than Permitted Liens have been released, whether arising under the Debt Documents or otherwise; (xii) the Tax Act, as amended, clearance certificates required under Section 6.03; (xiii) a certificate from each Seller stating that such Seller is not a “foreign person” (within the “Certificate meaning of Non-Foreign Status”).Section 1445 of the Code; and (dxiv) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (such other than tenants under the Leases) and mechanics’ instruments or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, documents as may be necessary or appropriate in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each reasonable judgment of the Leases promptly after Buyers and their counsel to carry out the Closingtransactions contemplated hereby. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (BioScrip, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to Contemporaneously herewith, the Closing, Seller Sellers shall deliver or cause to be delivered to Escrow Agent Buyer at the Closing the following: (ai) A deed with respect to all Company Interests to be purchased and sold by the Sellers hereunder, a written instrument of transfer, substantially in the form attached hereto as Exhibit I, executed by Seller, each Seller transferring the Company Interests to Buyer; (ii) a certificate of the Company in the form of Exhibit E H, dated as of the date hereof, signed by the Principals in their capacity as managing directors of the Company, certifying as to (i) the “Deed”).names and incumbency of each of the officers of the Company executing this Agreement or any Ancillary Agreement, (ii) the Organizational Documents of the Company and (iii) all resolutions adopted by the board of managers or board of directors (or equivalent body) of the Company in connection with this Agreement and the Contemplated Transactions; (biii) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A a certification from each Seller (in a form as may be reasonably requested by counsel to Buyer) conforming to the Seller as required by the Foreign Investors Real Property Tax Act, as amended, requirements of Treasury Regulation Sections 1.1445-2(b)(2) certifying that such Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).as defined in Code Section 1445; (div) A customary affidavit sufficient for certificates of good standing as of a recent date with respect to the Title Company to issue issued by the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).relevant Governmental Authority of its jurisdiction of organization; (ev) A General Assignment counterpart signature pages executed by Sellerthe Company, in the form of Exhibit H attached hereto assigning Sellers or the Principals, as applicable to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).each Ancillary Agreement; (fvi) An Assignment customary payoff letters and lien release documentation reasonably satisfactory to Buyer and its counsel and lenders relating to the repayment of Leases executed by Seller, in all Debt of the form Company outstanding as of Exhibit I attached hereto, assigning to Purchaser the Closing and the termination of all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).Encumbrances on any Assets securing any such Debt; (gvii) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller.Payment Certificate; and (hviii) A copies of all documentation relating to all actions taken by (including any authorization, consent, waiver or approval) or in respect of (including notice in the form attached hereto as Exhibit K (the “Tenant Notice”to), executed by Seller which Purchaser shall send or filings with, any Governmental Authority or other Person that were required in order to each tenant under each of consummate the Leases promptly after the ClosingContemplated Transactions. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Kohlberg Capital CORP), Purchase and Sale Agreement (Kohlberg Capital CORP)

Seller’s Closing Deliveries. At least one (1) business day prior to the ClosingSellers shall have delivered, Seller shall deliver or cause caused to be delivered to Escrow Agent Purchaser the followingfollowing on or prior to the Closing Date, unless the delivery of which has been (i) waived by Purchaser; or (ii) this Agreement provides that the delivery of such will be made by the Seller subsequent to the Closing: (ai) A deed executed resolutions of each Seller’s Board of Directors, Managers, Members or other governing Persons, as applicable, approving this Agreement and the transactions contemplated herein (ii) the receipt by SellerPurchaser of all lease information, geology, due diligence and title report information reasonably requested by the Purchaser from the Sellers and from the operator(s) of the Assets (“Lease Information”); (iii) documents evidencing title to any Assets for which title or ownership documents exist and any other documentation as may be reasonably requested by Purchaser evidencing the purchase by Purchaser of the Assets (the “Title Documents”); (iv) Assignments assigning title to the Assets from each of the Sellers to the Purchaser in the form of Exhibit E (the “Deed”).Assignments attached hereto as Exhibits F-1 and F-2; (bv) A Xxxx of Sale a completed and executed by Seller, Stock Registration Form in the form of Exhibit F attached hereto from each Seller receiving capital stock of Purchaser at the Closing and Tex Oak (the “Xxxx of SaleStock Registration Forms”).; (cvi) A certification from copies of the Seller as [A] Assumed Contracts, [B] Surface Use Agreements; and [C] Records; (vii) written and documented confirmation reasonably acceptable to the Purchaser of the Xxxx Debt Assumption; (viii) documents evidencing the valid assignment and continuation in the name of Purchaser of any and all agreements, understandings or Contracts relating to the Assets, the operations of the Assets and the business of the Assets, including but not limited to the Assumed Contracts, if any, and including, but not limited to the Required Consents; and (ix) all other materials, Consents, agreements, schedules, documents and exhibits required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts this Agreement to be assigned to Purchaser delivered by Sellers at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after or before the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Lucas Energy, Inc.), Asset Purchase Agreement

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller Sellers shall deliver (or cause to be delivered delivered) to Escrow Agent Purchaser all of the following: (a) A deed executed certificates, signed by a duly authorized officer of each of the Parent Seller and the Subsidiary Seller, certifying that (i) each of the representations and warranties of the Parent Seller and the Subsidiary Seller contained in Article IV of this Agreement is true and correct at and as of the form Closing Date, except for representations and warranties that relate to a specified date other than the Closing Date, which are true and correct as of Exhibit E such date; and (ii) each of Parent Seller and the “Deed”)Subsidiary Seller has performed and satisfied all agreements and covenants required by the Agreement to be performed by it prior to or on the Closing Date. (b) A Xxxx certificates, if applicable, representing all of Sale the US Target Units, endorsed in blank or accompanied by stock powers duly executed by Sellerin blank and requisite tax stamps (in either case with signatures guaranteed), in proper form for transfer, together with any other documents and instruments, as shall be necessary or appropriate to warrant and vest in Purchaser good and marketable right, title and interest in and to all of the form US Target Units free of Exhibit F attached hereto (any and all Liens other than Permitted Liens, and certificates, if applicable, representing all of the “Xxxx outstanding shares of Sale”).capital stock or other outstanding equity interests of each of the US Target Subsidiaries; (c) A certification from a notarial deed for the transfer of the German Target Units (the “German Target Notarial Deed”), signed by the German Target and duly notarized by an authorized German notary, and certificates, if applicable, representing all of the German Target Units, endorsed in blank or accompanied by stock powers duly executed in blank and requisite tax stamps (in either case with signatures guaranteed), in proper form for transfer, together with any other documents and instruments, as shall be necessary or appropriate to warrant and vest in Purchaser good and marketable right, title and interest in and to all of the German Target Units free of any and all Liens other than Permitted Liens, provided, that if the German Target is unable to obtain the German Target Notarial Deed on the Closing Date, Sellers shall cause the Notarial Deed to be delivered to Purchaser as soon as practicable following the Closing Date; (d) the Transition Services Agreement, duly executed by the Seller as required parties thereto; (e) the Space Sharing Agreements, duly executed by the Foreign Investors Real Property Tax Act, as amended, Parent Seller and US Target; (f) a properly executed affidavit from Parent Seller prepared in accordance with Section 1445(b)(2) of the Code and Treasury Regulation Section 1.1445-2(b) certifying that Parent Seller is not a “foreign person” (as such term is defined in Section 1445 of the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for Code and the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).Treasury Regulations thereunder; (g) A closing statement reflecting the Purchase Price written resignations of the officers and all adjustmentsdirectors of each of the Target Companies and their Subsidiaries, prorations, credits, costs to the extent such officers and expenses set forth herein (directors will not remain employed by the Target Companies and their Subsidiaries or the Purchaser following the Closing Statement”) approved by Seller.Date; (h) A notice evidence reasonably satisfactory to Purchaser that the third party consents, waivers, approvals or authorizations set forth in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.Schedule 3.2(g) have been obtained; (i) A Seller’s residency certification/exemptionevidence reasonably satisfactory to Purchaser that Parent Seller has terminated or caused to be terminated the Contracts and transactions required to be disclosed pursuant to Sections 4.12(a) and 4.24 (and requested by Purchaser to be terminated) without any further liability to the Target Companies and their Subsidiaries, if required by applicable law.including all intercompany Indebtedness, and has caused such other parties thereto to release any and all claims against the Target Companies and their Subsidiaries with respect to such Contracts or transactions; (j) A closing instruction letter from Seller to the Escrow Agent.extent applicable, one or more “payoff letters,” in customary form, with respect to all outstanding Indebtedness of the Target Companies and their Subsidiaries of the type described in clauses (i) and (ii) of the definition of Indebtedness and all related agreements, documents or instruments, setting forth, in the aggregate, all amounts necessary to be paid in order to pay off finally and in full all of such Indebtedness at the Closing and containing the irrevocable and unconditional agreement of the agents under each related agreement, on behalf of the lenders, that, upon such payment, (i) such Indebtedness will be extinguished, discharged and finally paid in full and all Liens securing or relating thereto will be released and extinguished and (ii) such agents shall execute and deliver to Purchaser such instruments as may be necessary to record and/or discharge the release and extinguishment of such Liens; and (k) Any any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) documents as Purchaser may reasonably necessary to effectuate the transaction contemplated by this Agreementrequest. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 2 contracts

Samples: Purchase Agreement (Limelight Networks, Inc.), Purchase Agreement (DG FastChannel, Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall execute (where appropriate) and deliver to Purchaser (via the closing escrow established with the Title Company) the following (collectively referred to herein as “Seller’s Closing Documents”), each in the form attached to this Agreement (where applicable) or cause as reasonably acceptable to be delivered to Escrow Agent the followingPurchaser: 5.2.1 a Special Warranty Deed, subject only to the Permitted Exceptions, in the form attached hereto as Exhibit E, along with any required real estate transfer tax/documentary/deed tax affidavits, applications, notices and the like; 5.2.2 a bxxx of sale in the form attached hereto as Exhibit F; 5.2.3 a letter advising tenants under the Leases of the change in ownership of the Property in the form attached hereto as Exhibit G, which Purchaser shall deliver promptly after the Closing Date; 5.2.4 an Assignment and Assumption of Leases and Security Deposits (a“Assignment of Leases”) A deed executed by in the form attached hereto as Exhibit H; 5.2.5 a General Assignment and Assumption Agreement (the “General Assignment”) in the form attached hereto as Exhibit K, pursuant to which Seller will assign to Purchaser all Intangible Property; 5.2.6 a certificate stating Seller, ’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code in the form of Exhibit E M; 5.2.7 an owner’s certificate in form acceptable to Seller and as reasonably required by the Title Company in order to delete the ‘standard’ exceptions to the Title Policy (except for the “Deed”standard survey exception).; (b) A Xxxx 5.2.8 evidence of Sale executed by Seller’s authority to consummate the transactions described herein, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).Policy; (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A 5.2.9 a closing statement reflecting the Purchase Price agreed upon by Purchaser and all adjustments, prorations, credits, costs and expenses set forth herein Seller (the “Closing Statement”) approved setting forth the prorations and adjustments to the Purchase Price as required by Seller.Section 5.4 or otherwise in this Agreement; (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each 5.2.10 an update of the Leases promptly after the Closing. Rent Roll dated no earlier than two (i2) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller business days prior to the Escrow Agent. (k) Any other fundsClosing Date and a certificate stating that such updated Rent Roll is, documentsas of Closing, instruments or agreements (signed by Seller true, accurate and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement complete or, if applicable, disclosing noting any such breach.material differences between the Rent Roll attached to this Agreement and the update of the Rent Roll. For purposes of this Agreement, the term “Rent Roll” shall mean a rent roll, in the form of the rent roll attached hereto as Exhibit I-1, dated as of the applicable date required by the text of this Agreement;

Appears in 1 contract

Samples: Real Estate Purchase and Sale Agreement (Phillips Edison Grocery Center REIT III, Inc.)

Seller’s Closing Deliveries. At least one No later than two (12) business day days prior to the ClosingClosing Date, Seller shall deliver execute or cause to be delivered executed (as necessary and as applicable to Escrow Agent the entity comprising Seller and/or the sale of such entity’s right, title and interest in and to the Property as contemplated by this Agreement) and deliver to Purchaser (either through escrow or as otherwise provided below) each of the following: (a) A deed executed by Sellerlimited warranty deeds for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land, and the Improvements thereon (individually and collectively the “Deed”), substantially in the form of Exhibit E G attached hereto, conveying each such portion of the Real Property to Purchaser or to a Purchaser’s Designee (the “Deed”as hereinafter defined)., duly executed by Seller; (b) A Xxxx counterparts of Sale executed by Seller(i) an Assignment and Assumption of Leases for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the form of Exhibit F R attached hereto (individually and collectively the “Xxxx Assignment of SaleLeases).) in favor of Purchaser or Purchaser’s Designee, and (ii) ImanageDB:4161238.11 with respect to any of the Leases for which there is a recorded memorandum or short form, a recordable memorandum of assignment; (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not counterparts of a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by and Assumption of Seller’s interest in the Service Contracts, the Intangibles and the Other Agreements for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the form of Exhibit H S attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).) in favor of Purchaser or Purchaser’s Designee, together with any counterparty consents that are required for such assignments; provided, however, Seller’s failure to deliver any such consents shall not be a Seller default hereunder; (fd) An Assignment a xxxx of Leases executed by Sellersale for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the form of Exhibit I O attached hereto, assigning conveying the Tangible Personal Property to Purchaser all of Selleror Purchaser’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).Designee; (ge) A closing statement reflecting the Purchase Price and all adjustmentsone original notice letter to each tenant, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice substantially in the form attached hereto as Exhibit K H; (the “Tenant Notice”), executed by Seller which Purchaser shall send f) one original notice letter to each tenant under each Service Contract vendor, substantially in the form attached hereto as Exhibit I; (g) Seller’s certificate of non-foreign status, in the form attached hereto as Exhibit J; (h) counterparts of the Leases promptly after the Closing.Closing Statement (as defined in Section 4.3 below); (i) A Seller’s residency certification/exemption, if such transfer and/or conveyance tax forms for each Deed as are required by applicable law., including without limitation Hawaii Conveyance Tax Certificate Form P-64A in a form reasonably acceptable to Seller and Purchaser (“Conveyance Tax Certificates”); (j) A closing instruction letter from Seller to the Escrow Agent.extent not addressed in clauses (e) or (f), above, one original notice letter to each party to any Property Agreement, substantially in the form attached hereto as Exhibit Q; (k) Any other funds, documents, instruments or agreements (signed by an affidavit of Seller as to debts and liens in form mutually acceptable to Seller and acknowledgedthe Title Insurer which shall permit the Title Insurer to issue the Title Policy subject only to the Permitted Exceptions; (l) an executed Hawaii Withholding Tax Return For Dispositions By Nonresident Persons of Hawaii Real Property Interests Form N-288 and Form N-288B, if appropriatenot exempt; (m) a Report of Bulk Sale and Transfer, State of Hawaii form G-8A, for Seller and/or Terramar Retail Centers, LLC, as applicable, bearing the Certification of the Director of the State Department of Taxation dated no more than ten (10) ImanageDB:4161238.11 business days prior to Closing that such reports have been filed and that all taxes, penalties and interest payable by with respect to Seller’s business at or income from the Property have been paid; (n) counterparts of a recordable Assignment and Assumption of Declarant Rights for each of the Hokulei Land, the Laulani Land, the Pad G Land and the Puunene Land in the form of Exhibit V attached hereto (individually and collectively the “Assignment of Declarant Rights”) assigning to Purchaser or Purchaser’s Designee all of Seller’s rights under the recorded declarations, reciprocal easement agreements and other documents listed on Schedule 4.1(n); (o) the Guaranty in the form of Exhibit W attached hereto, duly executed by the Guarantor as provided in Section 10.2; (p) such documents as may be required to effectuate the Loan Assumption; (q) such releases, amendments, terminations or other documents required to remove any Disapproved Title and Survey Exception that Seller agreed to remove pursuant to Section 3; (r) such other documents or instruments required hereunder or reasonably necessary to effectuate the transaction Closing in accordance with this Agreement; and (s) such authorizing documents of Seller as shall be reasonably required by the Title Insurer or Escrow Agent to evidence Seller’s authority to consummate the transactions contemplated by this Agreement. . The Closing Statement may be signed in .PDF counterparts on the Closing Date. Within five (l5) A certificate executed by business days following the Closing Date, to the extent available, Seller certifying shall deliver to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement ororiginal (or copies, if applicableSeller does not have originals) Property Agreements, disclosing any and all plans and specifications, licenses and permits pertaining to the Property (all of which, to the extent at the Property, shall be left at the Property, and if not at the Property, shall be delivered to such breachaddress as Purchaser may elect).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Alexander & Baldwin, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the a Closing, Seller shall deliver or cause to be delivered to Escrow Agent Purchaser each of the followingfollowing with respect to each Property being conveyed at such Closing, in form and substance reasonably acceptable to Purchaser and Seller, if not attached as a Schedule to this Agreement, to be executed (if necessary) by Seller at such Closing: (ai) A with respect to each Owned Property being conveyed at such Closing, a special warranty deed executed by Sellerfor such Property, subject only to the Permitted Exceptions, and otherwise in a form customary for the form of Exhibit E (jurisdiction where the “Deed”).Property is located and acceptable to the Title Company; (bii) A Xxxx with respect to each Lease being transferred at such Closing, an Assignment and Assumption of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing Lease (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing StatementLease”) approved executed by Seller. (h) A notice Seller in the form attached hereto as Exhibit K A together with any other appropriate documents necessary to convey and transfer to Purchaser Seller’s interest in any improvements owned by Seller; (iii) the “Tenant Notice”Required Consents (as hereinafter defined), if any, applicable to any Lease or Property being transferred at such Closing; (iv) with respect to each Lease being transferred at such Closing for which a Required Consent was not required, a letter advising the Landlord of the Assignment of Lease; (v) with respect to each Approved Sublease being transferred at such Closing, an Assignment and Assumption of Approved Sublease (“Assignment of Approved Sublease”) executed by Seller which Purchaser shall send in the form attached hereto as Exhibit F; (vi) with respect to each tenant under Approved Sublease being transferred at such Closing, an estoppel letter executed by the respective subtenant in substantially the form set forth in such Approved Sublease, or if no such form is set forth in such Approved Sublease, then in substantially the form as Exhibit E attached hereto, except that in the event the Seller cannot deliver the foregoing estoppel letter at Closing, then in lieu thereof Seller shall deliver an estoppel letter executed by Seller with respect to such Approved Sublease in substantially the form attached hereto as Exhibit E (a “Seller Subtenant Estoppel”); (vii) a bxxx of sale and general assignment with respect to the Personal Property being conveyed at such Closing, in the form attached hereto as Exhibit B; (viii) with respect to each Leased Property, an estoppel letter substantially in the form set forth in the applicable Lease, and if no form is set forth in the applicable Lease, then substantially in the form attached hereto as Exhibit D, except that in the event that Seller cannot deliver the foregoing estoppel letter from a Landlord with respect to any of the Leases promptly after Leases, then in lieu thereof Seller shall deliver an estoppel letter executed by Seller with respect to the Closing.applicable Lease substantially in the form attached hereto as Exhibit D (a “Seller Tenant Estoppel”); (iix) A Seller’s residency certification/exemption, if required a Take-Back Lease for each Property executed by applicable law.Seller in the form attached hereto as Exhibit C; (jx) A closing instruction letter with respect to the Leased Properties, an assignment of any existing and effective SNDA (as hereinafter defined, and provided that such SNDA is assignable) from Seller to Purchaser in a form reasonably acceptable to Seller and Purchaser; (xi) a counterpart of the Closing Statement (as hereinafter defined) for each Owned and Leased Property being conveyed at such Closing; (xii) a copy of notice of termination from Seller to the Escrow Agent.applicable contractor with respect to any service contracts affecting or pertaining to the Property being conveyed at such Closing; (kxiii) Any other fundsto the extent in the possession of Seller, documents(A) the original Leases (for each Leased Property being conveyed at such Closing) (or if Seller is not in possession of original Leases, instruments or agreements (signed then a copy of such Leases certified by Seller as being true, complete and acknowledgedcorrect), and (B) (for any of the Properties being conveyed at such Closing) building plans, blueprints, drawings, surveys, site plans, engineering plans, utility plans, landscaping plans, other plans and specifications, and all currently effective use, occupancy, building and operating permits, licenses and approvals, bonds, guarantees, and warranties; (xiv) a certificate of non-foreign status (a “FIRPTA Certificate”) from the Seller in the form and manner that complies with Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder. Notwithstanding anything to the contrary contained herein, if appropriateany Seller fails to provide Purchaser with a FIRPTA Certificate, Purchaser shall be entitled to withhold from the Purchase Price the amount required to be withheld pursuant to Section 1445 of the Code and the Treasury Regulations promulgated thereunder; (xv) all properly completed transfer tax forms, if required, that are applicable to the Properties being conveyed at such Closing; (xvi) any reasonable affidavits and other documents customarily required by the Title Company from a Seller in order to issue an Owner’s Policy or a Leasehold Policy (with extended coverage over the “general exceptions”), as applicable, in the applicable jurisdiction (provided that no such title affidavit or document shall modify or expand Seller’s obligations with respect to Title Objections beyond those set forth in Article VI hereof), together with a copy of any material Bankruptcy Court order with respect to the assumption by Seller of any such Lease in connection with Seller’s bankruptcy (which copy shall be certified to be correct and complete by Seller, or by the applicable bankruptcy court if so required by the Title Company in order to issue the Leasehold Policies), and an executed memorandum of Lease, in recordable form, with respect to such Lease if provided by the applicable Landlord (and Seller covenants to use reasonable and good faith efforts prior to Closing to obtain any such executed memorandum of Lease from each Landlord under a Lease for which no memorandum of Lease is currently recorded); and (xvii) all other customary closing documents reasonably necessary to effectuate approved by Purchaser and Seller in connection with the transaction consummation of the transactions contemplated by this Agreement, including, without limitation, those customarily provided by sellers of owned or leased commercial real property in the applicable state and local jurisdictions in order to convey, transfer and assign the Properties being conveyed at such Closing to Purchaser. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Sears Roebuck & Co)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent Buyer the following: (ai) A a statutory special warranty deed duly executed and acknowledged by Seller, in the form attached as Exhibit B, subject only to the Permitted Exceptions (defined below) and any others approved by Buyer in writing; (ii) a Xxxx of Sale duly executed by Seller, in the form of attached as Exhibit E C; (iii) an Assignment and Assumption Agreement (the “DeedAssignment and Assumption Agreement). (b) A Xxxx of Sale duly executed by Seller, in the form attached as Exhibit D; (iv) an Assignment of Exhibit F attached hereto Tenant Leases and Assumption (the “Xxxx Assignment of SaleLeases). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment duly executed by Seller, in the form of attached as Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).E; (fv) An Assignment a form of Leases notice to all tenants of the Property (“Tenant Notice Letter”) duly executed by Seller, in the form of attached as Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).F; (gvi) A closing statement reflecting Tenant estoppel certificates executed by each tenant leasing a portion of the Purchase Price and all adjustmentsProperty for retail uses (each, prorations, credits, costs and expenses set forth herein (the a Closing StatementRetail Tenant”) approved by Seller. (h) A notice in the applicable form attached hereto as Exhibit K H; (vii) an Owner Policy of Title Insurance on ALTA Form B-1970 (with such endorsements as Buyer may request, the “Owner’s Title Policy”), to be issued by the Title Company and Chicago Title Insurance Company (the “Tenant NoticeUnderwriter”) in accordance with a marked-up and executed version of the Commitment (or an executed Pro Forma), in the full amount of the Purchase Price, insuring Buyer’s fee simple title to the Land and Improvements to be good and marketable subject only to Permitted Exceptions and others approved by Buyer in writing; provided, however: (1) the standard exceptions shall, to the extent permitted under applicable insurance regulations, be deleted; (2) the rights of parties in possession shall be limited only to the rights of tenants as tenants under written leases or in possession pursuant to the occupancy agreement listed on Schedule 4(b)(vii)(2) (“Additional Occupancy Agreements”), executed by Seller which Purchaser each as listed on the Closing Rent Roll (defined below); and (3) the Owner’s Title Policy shall send to each tenant under each of the Leases promptly after the Closingnot contain any Monetary Encumbrances (defined below). (iviii) A an Escrow Agreement (the “Escrow Agreement”) duly executed by Seller, in the form attached as Exhibit J; (ix) exclusive possession of the Property, subject only to the rights of parties claiming under the Tenant Leases, the Additional Occupancy Agreements and the Permitted Exceptions; (x) a non-foreign affidavit as permitted by Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; (xi) evidence of its capacity and authority for the closing of this transaction; (xii) evidence reasonably satisfactory to Buyer that all units vacant seven or more days before the Closing Date are in rent-ready condition on the Closing Date, except for the Finish Work (defined below); (xiii) for any employee of Seller or Seller’s residency certification/exemptionaffiliates who is a tenant at the Property and who is not being retained by Buyer and who has not completely vacated his or her unit prior to the Closing Date, if required by applicable law.evidence reasonably satisfactory to Buyer that such employee has, on or before the Closing Date, executed a new lease for a term of not more than 60 days following the Closing Date at the rental rate existing under the current rent schedule for that type of unit; (jxiv) A closing instruction letter from a current update of the Initial Rent Roll (“Closing Rent Roll”), certified by Seller using the same certification as that made with respect to the Escrow Agent.Initial Rent Roll; (kxv) Any affidavits, bonds, gap indemnities and other funds, documents, instruments or agreements (signed by Seller documentation duly executed and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made acknowledged by Seller in form and substance satisfactory and acceptable to Buyer, Seller and the Title Company and sufficient to permit the Title Company to issue the Owner’s Title Policy; and (xvi) such other documents as may be reasonably required to close this Agreement ortransaction, if applicable, disclosing any such breachduly executed.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Behringer Harvard Multifamily Reit I Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver execute and deliver, or cause to be delivered executed and delivered, to Escrow Agent Purchaser, in form and substance reasonably acceptable to Purchaser, the following: : (a) A special warranty deed executed by (subject only to the "Permitted Exceptions", as hereinafter defined); (b) A bill of sale (txx "Bill of Sale") xxxxeying to Purchaser, without warranty, the Personal Property which may be located upon the Land and Improvements and which is used exclusively in the business operated thereon; (c) An assignment and assumption of the Leases (the "Assignment and Assumption") dated as of the Closing Date, assigning all of the Seller's right, title and interest in and to the Leases; and, to the extent necessary, also assigning all of Seller's right, title and interest in and to the service and maintenance contracts pertaining to the Property (collectively, the "Contracts"); (d) Tenant notification agreements (the "Tenant Notices"), dated as of the Closing Date, and complying with applicable statutes in order to relieve Seller of liability for tenant security deposits, if any, notifying the tenants that the Property has been sold to Purchaser and directing the tenants thereafter to pay rentals to Purchaser (or Purchaser's designated agent); (e) To the extent in Seller's possession or under Seller's reasonable control, the originals of the Contracts, the Leases, and all tenant correspondence and other correspondence pertaining to the ongoing operation of the Property, as-built plans and specifications, maintenance and service contracts, and all licenses, permits and certificates of occupancy for the Real Property or the Improvements; (f) An updated Rent Roll, in the form of Exhibit E the Rent Roll attached hereto, dated within five (5) days of the date of the Closing; (g) To the extent in the possession of Seller or Seller's Property manager, copies of all engineering and maintenance records for the Property; (h) Such title affidavits as are reasonably required by the title company insuring title to the Real Property on behalf of Purchaser (but not an owner's affidavit covering the "Purchaser Created Liens," as hereinafter defined, or indemnifying the title company for such Purchaser Created Liens); (i) Documentary evidence of authority of the Seller to consummate the transaction contemplated hereunder; (j) An executed original of a sale closing statement (the “Deed”). "Closing Statement") in form and substance mutually agreeable to Seller and Purchaser; and (bk) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification Written confirmation from the Seller as required by that all representations and warranties of the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto at Section 10.1 are and continue to be true, accurate and complete as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after Closing Date, or if not, the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller extent and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge nature of any breach by Seller of any of material changes to such representations and warranties. If there is a material, adverse change in the representations and warranties made by Seller of Seller, Purchaser shall have the right to terminate this Agreement, without a return of the Deposit, except as set forth in this Agreement or, if applicable, disclosing any such breachExhibit "B".

Appears in 1 contract

Samples: Purchase and Sale Agreement (CBL & Associates Properties Inc)

Seller’s Closing Deliveries. At least one (1) business day or prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, 7.2.1 Special Warranty Deed substantially in the form of Exhibit E (A conveying the “Deed”)fee estate in the Land, together with any Improvements, Appurtenances and Furnishings that constitute real property under the internal laws of the State of Texas, described therein, duly executed and acknowledged by the Seller, and dated as of the Closing Date. (b) A Xxxx 7.2.2 With respect to the Hotel, a xxxx of Sale executed by Seller, sale in the form of Exhibit F attached hereto (B, transferring to Purchaser all of the “Xxxx Furnishings, Consumables, Expendables, assignable Permits, assignable Intellectual Property and Miscellaneous Hotel Assets with respect to the Hotel, duly executed by the Seller, and dated as of Sale”)the Closing Date. (c) A certification from 7.2.3 With respect to the Seller as required by the Foreign Investors Real Property Tax ActHotel, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy an assignment and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, assumption in the form of Exhibit H attached hereto assigning C, transferring to Purchaser all of Seller’s right, title and interest under in and to the service contracts to be assigned to Purchaser at Contracts, duly executed by the Seller, and dated as of the Closing (the “General Assignment”)Date. (f) 7.2.4 An Assignment of Leases executed by Seller, assignment and assumption in the form of Exhibit I attached heretoD, assigning transferring to Purchaser all of Seller’s right, title and interest under in and to the Leases School Lease, duly executed by Seller and dated as of the Closing Date. 7.2.5 A School Lessor Agreement in the form of Exhibit E, fully executed, together with written evidence of termination of the School Sublease. 7.2.6 Written evidence of the termination of existing undocumented arrangements with Xx. Xxxxx Xxxxxxxx, Jr., as required by Section 10.2.19 hereof. 7.2.7 The Wall License, if approved by Purchaser and executed by Seller in accordance with Section 5.3.8; if the Wall License has not been executed by Seller, then Seller shall provide Purchaser a credit against the Purchase Price in the amount specified in the latest draft of the Wall License, but in no event to be assigned to Purchaser at Closing exceed Fifty Thousand Dollars (the “Assignment of Leases”$50,000.00). (g) A closing statement reflecting the Purchase Price 7.2.8 With respect to Seller, an Update Certificate, duly executed by Seller, confirming that its representations and all adjustments, prorations, credits, costs and expenses warranties set forth herein in this Agreement are correct as if made on the Closing Date (or noting any exceptions). 7.2.9 Any Interim Liquor Agreement required pursuant to Section 5.7.3, duly executed by Seller or Existing Manager, as applicable. 7.2.10 With respect to the “Closing Statement”) approved Hotel, Seller’s title affidavit, in customary form acceptable to the Title Company, with respect to parties in possession and mechanics’ liens, duly executed by Seller, and dated as of the Closing Date. (h) A notice 7.2.11 With respect to Seller, an affidavit, in the form attached hereto as Exhibit K (required by the “Tenant Notice”)Code and the regulations issued pursuant thereto, executed by to the effect that Seller which Purchaser shall send to each tenant under each is not a foreign person within the meaning of the Leases promptly after Code, and any equivalent certification required under the Closinginternal laws of the State of Texas. (i) A Seller’s residency certification/exemption, if required 7.2.12 Such other documents and instruments as are customary and as may be reasonably requested by applicable law. (j) A closing instruction letter from Seller to the Purchaser or Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary Agent to effectuate the transaction transactions contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any 7.2.13 Such evidence of the representations power and warranties made by authority of Seller to consummate the transactions described in this Agreement oras may be reasonably required by Purchaser or Title Company. 7.2.14 A written direction to Escrow Agent to disburse the Deposit to Seller in accordance with Section 8.1.2.1. 7.2.15 With respect to the Hotel, if applicableto the extent within the possession of the Seller, disclosing any originals of the Contracts, originals of the Books and Records, and all master keys to all locks located at Hotel. Delivery of the foregoing items at the Hotel on the Closing Date shall constitute compliance with this Section 7.2.13. 7.2.16 As to the FF&E Reserve Account, either (i) the cash balance thereof as of the Closing Date, or (ii) such breachsignature cards and other documentation as may be required by the financial institution holding such account to evidence the transfer of such account to Purchaser or Purchaser’s Designee such that Purchaser or Purchaser’s Designee shall have immediate access to such account as of the Closing. 7.2.17 The documents required to confirm release of the title objections that are to be cured by Seller pursuant to the terms of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Highland Hospitality Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to the Escrow Agent the followingCompany: (ai) A a bargain and sale deed without covenants for each Real Property in substantially the form attached hereto as Exhibit B (collectively, the “Deeds”), duly executed and acknowledged by Seller, in the form of Exhibit E (the “Deed”).; (bii) A a Xxxx of Sale executed by Seller, and General Assignment in substantially the form of Exhibit F attached hereto as Exhibit C (the “Xxxx of Sale”)., duly executed by Seller; (ciii) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, a “non-foreign affidavit” acknowledging that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code in substantially the form attached hereto as Exhibit G (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title FIRPTA Affidavit”). (e) A General Assignment , duly executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of ; (iv) a Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice Certificate in the form attached hereto as Exhibit K I (the “Seller’s Certificate”) duly executed by Seller; (v) an executed counterpart to the Tenant NoticeNotices (defined below); (vi) Seller shall deliver to Title Company and/or Escrow Company such documentary and other evidence as may be reasonably required by them, evidencing 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 this Agreement, including the owner’s affidavit in the form attached hereto as Exhibit M (the “Owner’s Affidavit”); (vii) A termination of the Management Agreement, executed by Seller which Purchaser shall send and Licensed Operator; (viii) The Quitclaim Agreement in the form attached hereto as Exhibit O; (ix) Such transfer tax forms as are required to each tenant under each be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Leases promptly after Real Property (the Closing.“Transfer Tax Declarations”), duly executed by Seller; and (i) A Seller’s residency certification/exemption, if required by applicable law. (jx) A closing instruction letter from Seller to and proration statement (the Escrow Agent. (k) Any other funds“Closing Statement”), documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate duly executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachSeller.

Appears in 1 contract

Samples: Purchase and Sale Agreement (NorthStar Healthcare Income, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to On the Closing, Closing Date Seller shall deliver or cause to be delivered at its expense each of the following items to Escrow Agent the followingBuyer: (a) A duly executed and acknowledged quitclaim deed executed by Selleror deeds conveying the Real Property and the Improvements to Buyer with title as provided in Section 6.2, such deed or deeds to be in the form of Exhibit E (the “Deed”attached hereto as Schedule 8.2(a).; (b) A Xxxx duly executed xxxx of Sale executed by Seller, sale without warranties conveying the Personal Property to Buyer in the form of Exhibit F attached hereto (the “Xxxx of Sale”as Schedule 8.2(b).; (c) A certification from duly executed assignment and assumption of the Seller as required by Assigned Contracts and the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” Intangible (the “Certificate General Assignment”) together with original counterparts of Non-Foreign Status”)the Assigned Contracts and any warranties and guaranties and agreements, if any, governing the Intangible Property. (d) A customary affidavit certificate or certificates of non-foreign status from Seller in the form attached hereto as Schedule 8.2(e); (e) Customary affidavits sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ possession, mechanic’s or materialmen’s therefrom (liens from Buyer’s title policy and such other affidavits relating to such title policy as the Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).Company may reasonably request; (f) An Assignment of Leases executed by Seller, in Evidence reasonably satisfactory to Buyer and the form of Exhibit I attached hereto, assigning to Purchaser all Title Company of Seller’s interest under legal existence and good standing and authority to convey the Leases Property pursuant to be assigned this Agreement in form and substance satisfactory to Purchaser at Closing (Buyer and the “Assignment of Leases”).Title Company; (g) A counterpart original of the closing statement reflecting setting forth the Purchase Price, the closing adjustments and the application of the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller.as adjusted; (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”)Any and all transfer tax returns, executed by Seller which Purchaser shall send to each tenant declarations of value or other documents required under each applicable law or necessary for recordation of the Leases promptly after the Closing.quitclaim deed; (i) A Seller’s residency certification/exemption, if required by applicable law.Evidence that all contracts relating to the Property (other than the Assigned Contracts) have been terminated; (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any Such other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) as Buyer may reasonably necessary request to effectuate the transaction contemplated by this Agreement.Agreement without additional liability or expense to Seller; (k) All books, records, plans, specifications, contracts, agreements and other instruments or documents to the extent in the possession of Seller related to the construction, operation and maintenance of the Property excepting however, documents and information containing confidential and proprietary information pertaining to Seller and Seller’s business operations; (l) Keys to all locks on the Property in Seller’s possession or control, if any; (m) A certificate executed by Certificate from Seller certifying to Purchaser stating that Seller has no actual knowledge of any breach by Seller of any of the all representations and warranties made by Seller set forth in this Agreement orSection 4.1 hereof remain true, accurate and complete as of the Closing Date; and (n) All releases and other documents necessary in order to discharge the withholding tax lien, if applicable, disclosing any such breachpursuant to R.I. Gen. Laws §44-30-71.3.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Rubius Therapeutics, Inc.)

Seller’s Closing Deliveries. At least Seller shall execute, notarize (when applicable), and deliver to Escrow Holder (to be delivered to Purchaser at the Closing) the following documents (the “Seller Closing Documents”) no later than one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the followingClosing Date: (a) A statutory bargain and sale deed executed by Seller, in the form of Exhibit E (the “Deed”), conveying marketable, insurable fee simple title to the applicable portion of the Property that such Seller owns, free and clear of all liens and encumbrances except only the following items (collectively referred to as the “Permitted Exceptions”): (1) ad valorem real property taxes for the calendar year of sale (to be prorated as of the Closing Date), (2) municipal, zoning and subdivision laws and ordinances, (3) matters that would be disclosed by an accurate survey of the Property, and (4) matters of record that are either approved, deemed approved, deemed to be Permitted Exceptions, or not objected to in a timely manner by Purchaser under Section 7. (b) A Xxxx of Sale executed An owner’s affidavit in commercially reasonable form affirming that there are no outstanding possessory rights, liens or rights to claim liens against the Property, and any other affidavits commercially reasonably required by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”)Escrow Holder. (c) A certification from Bill of Sale duly executed by Seller in the Seller form attached hereto as required Exhibit 10(c). (d) Two (2) counterparts of an Assignment and Assumption of Intangible Property duly executed by Seller, assigning and conveying to Purchaser Seller’s interest in, to and under the Foreign Investors Real Property Tax ActIntangible Property, in the form attached hereto as amended, in the form of Exhibit 10(d) attached hereto; (e) An affidavit in a form complying with law that Seller is not a “foreign person” (within the “Certificate meaning of Non-the Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties Investment in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).Real Property Tax Act; (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”)[Intentionally Omitted.] (g) To the extent in the possession or control of Seller, all keys for the Property with identification of the lock to which each such key relates (to be delivered outside of Escrow); (h) Information sufficient for the closing agent to prepare an IRS Form 1099; (i) A closing statement reflecting the Purchase Price and all adjustments, prorationsprorations and credits thereto, credits, costs and expenses set forth herein such disbursements as the parties collectively desire to reflect thereon in connection with the transaction contemplated hereby (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law.; and (j) A closing instruction letter from Seller Resolutions, incumbency certificates and such other documentation as may be reasonably required by Escrow Holder to confirm Seller’s authority to undertake and consummate the Escrow AgentClosing. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Real Estate Purchase and Sale Agreement

Seller’s Closing Deliveries. At least one (1) business day prior to the ClosingClosing or at the time otherwise provided below, Seller the Sellers shall deliver or cause to be delivered to Escrow Agent do the following: (a) A deed executed by SellerDeliver to the Buyer such bills of sale and other transfer instruments effectively vesting the Buyer with good and marketable title to the Operating Assets, Improvements, and to any and all personal property included in the Real Estate Properties, both free and clear of all Liens (except Permitted Exceptions), in such form and of such content agreed to by the form of Exhibit E (the “Deed”).parties; (b) A Xxxx Execute and deliver to the Buyer certificates of Sale executed by Sellerthe Sellers confirming (i) the accuracy of the representations and warranties, in (ii) the form performance of Exhibit F attached hereto Sellers’ covenants, and (iii) the “Xxxx occurrence of Sale”).all actions necessary to authorize the Contemplated Transactions; (c) A certification from Execute, acknowledge and deliver to the Seller as required by Buyer special warranty deeds conveying title to the Foreign Investors Real Property Tax ActDealership Properties and all Easements appurtenant thereto to the Buyer subject only to the Permitted Exceptions, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).which special warranty deeds shall be in statutory form for recording; (d) A customary Furnish and deliver to the Buyer, at Buyer’s sole cost and expense, an owner’s title insurance policy or “marked up” Title Commitment issued by the Title Company insuring fee simple title to the Dealership Properties or leasehold policy or policies insuring leasehold interest in the Material Leased Property, as applicable, to the Buyer in a face amount no less than the Real Estate Purchase Price, containing all standard endorsements, and containing no exceptions other than the Permitted Exceptions and other exceptions, if any, which the Buyer may, in its sole and absolute discretion, consent to in writing, and in a form and content satisfactory to the Buyer; (e) Execute and deliver to the Buyer and the Title Company a mechanic’s lien and possession affidavit in sufficient form and substance to permit the Title Company to remove the mechanic’s lien exception and parties-in-possession exception from each title policy; (f) Execute and deliver to the Title Company an affidavit that there have been no changes in the condition of title from that shown in the Title Commitment delivered to the Title Company and containing any statements needed for the Title Company to issue the Approved Title Policy and to delete any all standard exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts title insurance policy to be assigned delivered to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).Buyer; (g) A closing statement reflecting Furnish all available keys or key fobs to any door or lock on the Purchase Price Real Estate Properties (or other real property used by the Business) and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller.vehicles being purchased hereunder; (h) A notice in Execute and deliver instruments satisfactory to the form attached hereto as Exhibit K (Title Company reflecting the “Tenant Notice”)proper power, executed by Seller which Purchaser shall send to each tenant under each good standing and authorization for the sale of the Leases promptly after Dealership Properties from the Closing.Real Estate Companies to the Buyer hereunder, together with all copies of its organizational documents as may be requested or required by the Title Company; (i) A Seller’s residency certification/exemption, if required by applicable law.Execute and deliver to the Buyer and the Title Company a FIRPTA affidavit in a form and substance acceptable to both the Buyer and the Title Company; (j) A closing instruction letter from Seller Deliver to the Escrow Agent.Buyer a duly executed W-9 for each of the Management Company, the Dealership Companies, and the Real Estate Companies; (k) Any other fundsDeliver to the Buyer an interim use letter (the “Interim Use Letter”), documentsto the extent permitted by Applicable Law, instruments or agreements (signed in a form mutually agreed upon by Seller and acknowledgedthe parties, if appropriate) reasonably necessary requested by the Buyer, under which the Dealership Companies will permit the Buyer to effectuate continue to use such of the transaction contemplated by this Agreement.Dealership Company’s dealer license or dealer number, following the Closing for the interim period stated in the Interim Use Letter; (l) A certificate Limited Power of Attorney, duly executed by Seller certifying the Dealership Companies, granting the Buyer, and its managers, members, officers, and/or agents, full power and authority to Purchaser that Seller has no actual knowledge execute and assign any bills of sale, Manufacturer’s statements of origin (“MSO”), motor vehicle titles and/or any associated documentation required for the transfer of title to all New Vehicles, and Other Vehicles purchased by the Buyer hereunder; (m) A payoff, termination and discharge letter, in form and substance reasonably satisfactory to the Buyer and provided to the Buyer at least five Business Days prior to the Closing Date, from each holder of any breach Indebtedness that creates a Lien on any Operating Assets, as of immediately prior to the Closing, and such other payoff letters, Lien releases, and/or UCC-3 termination statements (or commitments by Seller the lenders to deliver the same), in form and acceptable to the Buyer and its lenders, to evidence the release and discharge (or commitment to release and discharge) of any all Liens, if any, on the Operating Assets; (n) Deliver to the Buyer an assignment duly executed by the respective Seller(s) of all of Sellers’ right, title, and interest in the Assumed Construction Documents with respect to the Dealership Properties being conveyed at such Closing, to the extent assignable, if any, and all warranties, bonds, plans, permits and approvals applicable to the Project, to the extent assignable, pursuant to a form of assignment mutually agreeable to Buyer and Sellers, which assignment shall document Sellers’ assignment and the Buyer’s assumption of the representations Assumed Construction Documents (the “Construction Document Assignment”), estoppel, and warranties made lien releases related to the Assumed Construction Documents as provided for in Section 9.11; (o) For each Third Party Lease, an assignment and assumption agreement, which form shall be mutually agreeable by Seller Xxxxxxx and Xxxxx; (p) For each Lease to Third Parties, an assignment and assumption agreement, which form shall be mutually agreeable by Sellers and Buyer; (q) Consents and estoppels, as applicable, as provided for in this Agreement or, if applicable, disclosing any for all Third Party Leases and Assumed Construction Documents as provided for in Sections 9.08 and 9.11; and (r) Execute and deliver such breachother documents and instruments as the Title Company or Buyer may reasonably request to further evidence the Contemplated Transactions.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Asbury Automotive Group Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the "Deed"). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the "Xxxx of Sale"). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a "foreign person" (the "Certificate of Non-Foreign Status"). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics' or materialmen’s therefrom (the "Title Affidavit"). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the "General Assignment"). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the "Assignment of Leases"). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the "Closing Statement") approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the "Tenant Notice"), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) A Colorado Department of Revenue Form 1083 – Information with Respect to a Conveyance of a Colorado Real Property Interest, executed by Seller. (l) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (lm) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach. (n) If and only if executed by the other parties thereto, with the joinders of lenders as required by Section 9(a)(x), an execution counterpart of the Countrydale Agreement signed by Seller, it being agreed that Seller will not be obligated to execute and deliver the Countrydale Agreement until all other parties thereto have executed such agreement and the joinders thereto.

Appears in 1 contract

Samples: Purchase and Sale Agreement (KBS Strategic Opportunity REIT, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be executed and delivered to Escrow Agent Buyer the following:following instruments (collectively, “Related Instruments”): (ai) A deed executed by Seller, affidavits in a form reasonably satisfactory to Buyer certifying that the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; (ii) a settlement statement (the “Certificate Settlement Statement”) setting forth the distribution of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (as defined in Section 2.01(a)) on the Closing Statement”) approved by Seller.Date; (hiii) A notice a lease agreement, in form substantially the form same as that attached hereto as Exhibit K 1.01(c)(iii) (the “Tenant NoticeLease Agreement”), along with executed by Seller which Purchaser shall send termination agreements for the existing leases with respect to each tenant under each such sites; (iv) a certificate, dated as of the Leases promptly after Closing Date, signed by the Closing. Assistant Secretary of the Seller, (iA) A attaching true, correct and complete copies of the Articles of Incorporation and bylaws, and any amendments thereto, of the Seller’s residency certification/exemption, if required by applicable law. (jB) A closing instruction letter from certifying the good standing of the Seller in its jurisdiction of incorporation and in each other jurisdiction in which it is qualified to do business, (C) certifying the Escrow Agent. (k) Any incumbency, signature and authority of the officers of the Seller duly authorized to execute, deliver and perform this Agreement and all other funds, documents, instruments or agreements related thereto executed or to be executed by the Seller, (signed by D) attaching a copy of the resolutions of the board of directors of the Seller authorizing the execution and acknowledgeddelivery of this Agreement and the Related Instruments and the consummation of the Transactions, if appropriateand (E) reasonably necessary to effectuate that there are no Proceedings (as defined in Section 1.05(d)) for the transaction contemplated by this Agreement.dissolution or liquidation of the Assets; (lv) A certificate termination statements and instruments of release, in form and substance satisfactory to Buyer, releasing and discharging all Encumbrances other than Permitted Encumbrances on the Assets or payoff letters with respect to the same; (vi) executed copies of all consents, waivers, approvals and authorizations required by Seller certifying Law, Contract or Order (as defined in Section 3.15) to Purchaser that Seller has no actual knowledge of any breach by Seller of any be obtained in connection with the consummation of the representations Transactions; (vii) a bxxx of sale, assignment and warranties made assumption agreement for the Assets and Assumed Liabilities, in form substantially the same as that attached hereto as Exhibit 1.01(c)(vii); (viii) a transition services agreement for the orderly transition of sourcing, production, distribution and sales to Buyer’s business in form substantially the same as that attached hereto as Exhibit 1.01(c)(viii) (the “Transition Agreement”); (ix) a tax clearance certificate from the state of Minnesota relating to the Shareholder; and (x) such other documents or instruments as may be reasonably required by Seller in this Agreement or, if applicable, disclosing any such breachBuyer to consummate the Transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Communications Systems Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to On the Closing, Seller Closing Date Sellers shall deliver or cause to be delivered at their expense each of the following items to Escrow Agent the followingPurchaser: (a) A deed Duly executed by Sellerand acknowledged deeds to Purchaser without covenant or warranty other than a special or limited warranty (i.e., a warranty against lawful claims of persons claiming by, through or under the grantor, except for matters of record), in form reasonably satisfactory to Sellers, Purchaser and the form of Exhibit E Title Company (the “DeedDeeds”).; (b) A Xxxx Duly executed Assignment of Sale executed by SellerTenant Leases, Property Contracts and Personal Property (“General Assignment”) in the form of Exhibit F attached hereto (as Schedule 8.2(b); upon request of Purchaser after Closing, the “Xxxx applicable Seller shall provide a separate recordable form of Sale”).executed assignment of lease for each retail lease; (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Nonnon-Foreign Status”).foreign status from Sellers in the form attached hereto as Schedule 8.2(c): (d) A customary affidavit Customary affidavits sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Tenant Leases) and mechanics’ ), mechanic’s or materialmen’s therefrom (the “Title Affidavit”).liens from Purchaser’s title policy; (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning Evidence reasonably satisfactory to Purchaser all and the Title Company of Seller’s interest under Sellers’ authority to convey the service contracts Properties pursuant to be assigned this Agreement in form and substance reasonably satisfactory to Purchaser at Closing (and the “General Assignment”).Title Company; (f) An Assignment A counterpart original of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting setting forth the Fixed Purchase Price, the closing adjustments and the application of the Fixed Purchase Price as adjusted, and all adjustments, prorations, credits, costs and expenses set forth herein the Inventory Cost (the “Closing Statement”); (g) approved by SellerUpdated copies of the income and expense statements described in Schedule 5.2, Item I.D. 1 for calendar year 2004 to date, which shall be updated to the date of Closing and be provided to Purchaser within five (5) days after Closing. (h) A notice in The originals or copies of all leases affecting the form attached hereto as Exhibit K Properties, to the extent practicable, (which shall be provided at the “Tenant Notice”Properties), executed by Seller which Purchaser shall send to each tenant under each an updated rent roll of the Leases promptly after existing leases as described in Schedule 5.2, Item I.A.3, and updates of the items described in Schedule 5.2, Items I.A.4, 5, and 6. Such updates shall be current as of a date not earlier than three (3) weeks prior to the date of Closing. (i) A Bank Deposit Authorization Letter, executed by the applicable Seller, in the form attached as Schedule 8.2(i) and effective as of the Closing authorizing Purchaser’s residency certification/exemption, if required by applicable law.bank to deposit rent checks made payable to such Seller into Purchaser’s account after Closing (Purchaser hereby agreeing not to deposit and to give to Seller any checks Purchaser receives which are payable to Seller and which do not relate to the Properties or the self storage businesses on the Properties); (j) A closing instruction letter non-competition agreement from Seller to Xxxx X. Xxxxx and the Escrow Agent.Sellers in favor of Purchaser in the form attached hereto as Schedule 8.2(j) (the “Non-Compete”); (k) Any All books, records, plans, specifications, contracts, agreements and other funds, documents, instruments or agreements documents to the extent reasonably requested by Purchaser and in the possession of Sellers related to the operation and maintenance of the Properties; (signed by Seller and acknowledged1) Keys to all locks on the Properties in Sellers’ possession or control, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement.any; and (lm) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any license for use of the representations and warranties made by Seller trade name “Storage Spot” at the Property known as Riverview, in this Agreement or, if applicable, disclosing any such breachthe form attached hereto as Schedule 8.2(m) (the “Riverview License”).

Appears in 1 contract

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

Seller’s Closing Deliveries. At least one (1) business day prior to the ClosingSellers shall deliver, Seller shall deliver or cause to be delivered delivered, to Escrow Agent Buyer at the Closing the following: (ai) A deed a certificate, executed by Selleran executive officer of Target, in certifying as to the form satisfaction of Exhibit E (Section 6.1(a) above as it applies to the “Deed”).Acquired Companies; (bii) A Xxxx copies of Sale executed all filings, notices, approvals, and consents, or waivers thereof, required pursuant to this Agreement, certified by an officer of Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”).; (ciii) A certification from written documentation in a form satisfactory to Buyer evidencing all consents, approvals and waivers listed in Section 4.4 of the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).Disclosure Schedule have been obtained; (div) A customary affidavit sufficient for a duly executed assignment document transferring the Title Company Shares from Sellers to issue the Approved Title Policy and Buyer in a form reasonably acceptable to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).Buyer; (ev) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice Noncompetition Agreement in the form attached hereto as Exhibit K C (the “Tenant NoticeNoncompetition Agreements”), duly executed by each Seller; (vi) the Employment Agreements in the form attached hereto as Exhibit D (the “Employment Agreements”) duly executed by the Key Employees; (vii) a release in the form of Exhibit E executed by each Seller which Purchaser shall send to each tenant under each (the “Sellers’ Releases”); (viii) the Subordination Agreements in the form of Exhibit G attached hereto, duly executed by Seller; (ix) a legal opinion from Target’s counsel(s) dated as of the Leases promptly after Closing Date in the Closing.form attached hereto as Exhibit H-1; (ix) A legal opinions from Sellers’ counsel(s) dated as of the Closing Date in the form attached hereto as Exhibit H-2; (xi) a certificate of non-foreign status, in the form set forth in Treasury Regulations Section 1.1445-2(b)(2), signed under penalties of perjury, duly executed by each Seller. Each Seller understands that such certificate will be retained by Buyer and made available to Governmental Authorities upon request; (xii) subject to Section 8.16 with respect to Fortress, a certificate executed by each Seller representing and warranting to Buyer that each such Seller’s residency certification/exemption, representations and warranties in this Agreement were accurate in all respects as of the date of this Agreement and are accurate in all respects as of the Closing Date as if required made on the Closing Date (giving full effect to any supplements to the Disclosure Schedules delivered by applicable law.Sellers to Buyers prior to the Closing Date in accordance with Section 7.17 of this Agreement) and that all covenants and agreements to be performed prior to the Closing by such Seller have been performed; and (jxiii) A closing instruction letter duly executed estoppels from Seller all the landlords of the Company Leased Real Property described on Exhibit I-1 all in the forms delivered by Buyer to Sellers prior to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by date of this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Merger Agreement (Primoris Services CORP)

Seller’s Closing Deliveries. At least one (1In accordance with the provisions of Section 3.2(b) business day prior to the Closinghereof, Seller shall deliver hereby delivers, or cause has previously delivered, to be delivered to Escrow Agent Buyer the following: (a) A deed a certificate signed by an authorized officer of Seller to the effect that: (i) the representations and warranties of Seller set forth in this Agreement are true and correct in all material respects (except that those representations and warranties that are limited by materiality shall be true and correct in all respects) as of the Closing Date; and (ii) Seller has performed in all material respects all obligations required to be performed by it under this Agreement prior to the Closing; (b) an executed certificate of an authorized officer of Seller as to: (i) the approval of the execution and delivery of this Agreement, the other Transaction Documents and the consummation of the Acquisition and the other transactions contemplated hereby and thereby; (ii) the corporate status of Seller; and (iii) the incumbency and true signatures of the officers of Seller who executed this Agreement or will execute any other Transaction Document contemplated hereby on behalf of Seller. (c) all registrations, filings, applications, notices, transfers, consents, approvals, orders, qualifications and waivers listed on Schedule 4.5, in form and substance reasonably satisfactory to Buyer and its counsel; (d) a Xxxx of Sale, General Assignment and Conveyance with respect to the Acquired Assets, in the form attached hereto as Exhibit A, duly executed by Seller, in title certificates for each certificated asset that is an Acquired Asset, and such other instruments as may be reasonably requested by Buyer to transfer full legal and beneficial ownership of the form Acquired Assets to Buyer, free and clear of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by SellerEncumbrances, in the form of Exhibit F attached hereto other than Permitted Encumbrances (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).; (e) A General a counterpart of the Assignment executed by Sellerand Assumption Agreement, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K B, duly executed by Seller, whereby Seller assigns, and Buyer assumes, the Assumed Liabilities (the “Tenant NoticeAssignment and Assumption Agreement”); (f) evidence, executed by Seller which Purchaser shall send reasonably satisfactory to each tenant under each Buyer, that all of the Leases promptly after the Closing.restricted stock of Seller, par value $0.0001 per share, described on Schedule 4.3(a) has become fully vested; and (ig) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any such other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate certificates in connection with the transaction transactions contemplated by this AgreementAgreement as Buyer may reasonably request, in form and substance reasonably satisfactory to Buyer and its counsel. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Turbochef Technologies Inc)

Seller’s Closing Deliveries. At least one (1) business day or prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the followingBuyer: (a) A deed duly executed by Seller, in the form counterparts of: (i) a xxxx of Exhibit E sale; and (ii) an Assignment and Assumption Agreement (the “DeedAssignment and Assumption Agreement”)., each in a form acceptable to Buyer; (b) A Xxxx assignment(s) providing for the assignment to Buyer of Sale the Business Intellectual Property (in a form acceptable to Buyer), duly executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”).; (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, evidence acceptable to Buyer that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).has received all approvals and consents set forth on Schedule 5.1(c) from all applicable Persons; (d) A customary affidavit sufficient a good standing certificate for Seller from the Title Company to issue the Approved Title Policy State of Delaware and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).all applicable jurisdictions of qualification; (e) A General Assignment executed certificates of title for all vehicles and any other Acquired Asset the ownership of which is evidenced by Sellera certificate of title, in the form of Exhibit H attached hereto assigning each case duly endorsed for transfer to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).Buyer; (f) An Assignment a certificate of Leases executed by the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the Charter Documents of Seller, in the form of Exhibit I attached hereto, assigning to Purchaser certifying and attaching all requisite resolutions or actions of Seller’s interest under directors and members approving the Leases execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to be assigned the incumbency of the officers of Seller executing this Agreement and any other document relating to Purchaser at Closing (the “Assignment of Leases”).transactions contemplates hereby; (g) A closing statement reflecting a counterpart signature page to an amended and restated lease for the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein Akron Facility (the “Closing StatementLease Agreement) approved by Seller.); (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.[Intentionally omitted] (i) A Seller’s residency certification/exemption, if required by applicable law.[Intentionally omitted] (j) A closing instruction letter from Seller Restrictive Covenants Agreements (in a form acceptable to Buyer), duly executed by Xxxxxx X. Xxxxxx (the Escrow Agent.“Restrictive Covenant Agreements”); (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate a complete set of the transaction contemplated by this Agreement.Disclosure Schedules hereto; (l) A certificate executed by Seller certifying evidence that any pledges, mortgages and security interests in and related to Purchaser that Seller has no actual knowledge the Acquired Assets have been released, including appropriate evidence of such termination, cancellation or repayment (including UCC-3 termination statements or financing statements evidencing liens against the Acquired Assets) and the release of any breach by rights in the Business Intellectual Property previously conveyed to the lenders of Seller to secure repayment of any Indebtedness of Seller; and (m) evidence satisfactory to Buyer that Buyer has been named as an additional insured on all policies insuring Seller against product liability relating to the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachBusiness prior to the Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hickok Inc)

Seller’s Closing Deliveries. At least one (1) On the business day prior to the Closingeach Closing Date, Seller shall deliver deposit (or shall cause the applicable Simon Interest Holder to be delivered deposit) with Chicago Title Insurance Company (or another national title insurance company approved by both Seller and Purchaser), as escrowee (the "ESCROWEE") for delivery to Escrow Agent Purchaser on the following:Closing Date each of the following (duly executed by Seller or the applicable Simon Interest Holder), with respect to all Projects and Venture Companies that are the subject (a) A deed executed by Seller, in (xiii) shall be delivered at the form time of Exhibit E (the “Deed”).first Closing to occur: (bi) A Xxxx Two (2) counterparts of Sale executed by Selleran Assignment and Assumption of Partnership Interests with respect to each Venture Company that is a limited partnership, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit EXHIBIT J (each, an "ASSIGNMENT OF PARTNERSHIP INTERESTS"). (ii) Two (2) counterparts of an Assignment and Assumption of Membership Interests, with respect to each Venture Company that is a limited liability company, in the form attached hereto as EXHIBIT K (each, an "ASSIGNMENT OF MEMBERSHIP INTERESTS") (iii) Original stock certificates evidencing said entities shares of stock in each of the “Tenant Notice”)Venture Companies that is a corporation, together with stock transfer powers in the form attached hereto as EXHIBIT L, executed by the applicable Simon Interest Holder. (iv) Two (2) counterparts of a Termination and Mutual Release Agreement, in the form attached hereto as EXHIBIT M, with respect to the Master Agreement (the "MASTER AGREEMENT TERMINATION"). (v) Such filings, in the appropriate public records, as may be appropriate to evidence the change in composition of the Venture Companies (including, without limitation, amendments to partnership certificates and certificates of existence for limited liability companies). (vi) Such instruments as may be necessary or appropriate to reflect the resignation of all persons affiliated with or designated by Seller, as officers, directors, managers or other officials of any of the Venture Companies. (vii) Such instruments, if any, as may be required to be filed with any financial institution so as to extinguish any rights on the part of Seller which Purchaser shall send or its officers, directors, or employees or affiliates to each tenant withdraw funds of the Venture Company from any bank account or similar financial account owned by any of the Venture Companies. (viii) A certificate updating Seller's representations and warranties under Section 4.01. (ix) Evidence of Seller's authority (and the authority of each of the Leases promptly after Simon Interest Holders) to consummate the transactions contemplated herein (such as certified resolutions from the board of directors of Simon Property Group, Inc.), in a form reasonably satisfactory to Purchaser. (x) All other documents reasonably and customarily required in order to perfect the conveyance, transfer and assignment of the Simon Ownership Interests to Purchaser. (xi) With respect to each entity transferring Simon Interests to Purchaser, an affidavit stating, as required under Section 1445, Seller's U.S. tax payer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code. (xii) Two (2) counterparts of the applicable Kan Am Assumption Agreement, as and when required pursuant to Section 3.03(b) or 3.03(c), as the case may be. (xiii) Two (2) counterparts of the Houston/Interfin Modification Documents, and two (2) original executed copies of the Houston/Interfin Restrictive Covenant in recordable form. (xiv) Such assignment and assumption documents relating to the loan documents as reasonably requested by Purchaser or Seller consistent with Section 5.03; provided, however, that such documents shall not impose any greater obligations on Seller or take away any rights from Seller then provided under this Agreement. (xv) An assignment from Simon Property Group (Texas), L.P. to Xxxxx Texas Acquisitions Limited Partnership of a (0.25%) limited partner interest in Houston Development I, Limited Partnership. With respect to the assignments and other transfer documents identified above, the assignee, or transferee, shall be the corresponding Xxxxx Interest Holder in the applicable Venture Company, unless otherwise designated by Purchaser to Seller in writing not less than (3) business days prior to the Closing. (ixvi) A Seller’s residency certification/exemptionseparate non-compete agreement, if required by applicable lawin the form attached hereto as EXHIBIT N (each, a "NON-COMPETE AGREEMENT"), for each Project with respect to which a Closing is then occurring. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Mills Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the followingBuyer: (a) A deed certificates representing the Shares, duly endorsed in blank or with stock powers duly endorsed in blank, in proper form for transfer; (b) certificates duly executed by Seller, each dated as of the Closing Date, certifying as to Seller's compliance with the conditions set forth in the form of Exhibit E (the “Deed”Sections 6.2(a) and 6.2(b). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”).; (c) A certification the written resignations of those directors of the Company and its Subsidiaries from their positions as directors of the Company or such Subsidiaries as identified in writing by Buyer; (d) the written resignations of those trustees of the Trust Funds as identified in writing by Buyer; (e) a good standing certificate (or its equivalent) of the Seller, the Company and each of the Company’s Subsidiaries issued by the applicable secretary of state, in each case certified as of a reasonably current date; (f) a receipt evidencing Seller's receipt of the Closing Date Cash Payment, duly executed by Seller; (g) certified copies of the articles of incorporation and bylaws of the Seller, the Company and the Company’s Subsidiaries and the authorizing resolutions and incumbency certificates of the Company for this Agreement and the transactions contemplated hereby. (h) the original stock transfer and corporate minute books (or their equivalent) of the Company and its Subsidiaries; (i) payoff and release letters from the Seller as holders of the Indebtedness set forth on Schedule 3.24 of the Company Disclosure Schedule that (i) reflect the amounts required in order to pay in full such Indebtedness, (ii) provide that, upon payment in full of the amounts indicated, all Liens with respect to the assets of the Company or any of its Subsidiaries shall be terminated and of no further force and effect, and (iii) authorize Seller, upon payment in full of such amounts, to record and file releases of such Liens and UCC-3 termination statements with respect to the financing statements filed against the assets of the Company or any of its Subsidiaries by the Foreign Investors Real holders of such Liens; (j) all Third Party Consents, if any; (k) a copy of the applicable documents, including but not limited to quitclaim deeds of transference of the Owned Property Tax Actincluded in the Excluded Assets, as amendedin forms reasonably satisfactory to Buyer, duly executed by the Company and Seller distributing the Excluded Assets to Seller; (l) a non-foreign person affidavit from Seller certifying that Seller is not a foreign person” (, in a form that satisfies the “Certificate requirements of Non-Foreign Status”).Section 1445 of the Code and the Treasury Regulations promulgated thereunder; (dm) A customary affidavit sufficient for any other items to be delivered by the Title Company to issue or any Subsidiary or the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants Seller under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).terms of this Agreement; (en) A General Assignment executed by Sellerevidence of transfer or dissolution of Skylawn Reinsurance Company, Ltd.; and (o) instruments of assumption for Excluded Liabilities as Buyer may reasonably request, in form reasonably satisfactory to Buyer and its counsel, to effectuate the form assumption of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved Excluded Liabilities by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Stock Purchase Agreement (Capital Southwest Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be executed and delivered to the Escrow Agent each of the followingfollowing items: (a) A deed executed by Seller, Quitclaim Deed in the form of Exhibit D attached hereto (the “Deed”); (b) Xxxx of Sale in the form of Exhibit E (the “Deed”).attached hereto; (bc) A Xxxx of Sale executed by Seller, General Assignment and Assumption in the form of Exhibit F attached hereto (the “Xxxx of SaleAssignment and Assumption Agreement”).; (cd) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” The Assignment of Regulatory Agreement; (the “e) Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, Status in the form of Exhibit H G attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).hereto; (f) An Assignment of Leases executed by Seller, Letter to tenants in the form and substance of Exhibit I H attached hereto, assigning notifying tenants under Leases then in effect of the conveyance of the Property to Purchaser Buyer and advising them that, following the Closing Date, all future payments of Seller’s interest under the Leases rent are to be assigned made to Purchaser Buyer or at Closing (the “Assignment of Leases”).Buyer’s direction; (g) A closing Settlement statement reflecting showing all of the Purchase Price payments, adjustments and all adjustments, prorations, credits, costs prorations provided for in this Agreement and expenses set forth herein otherwise agreed upon by Seller and Buyer (the “Closing Settlement Statement”) approved by Seller.); (h) A notice in Customary form of affidavit for the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each benefit of the Title Company certifying (i) to the absence of claims which would give rise to mechanics’ and materialmen’s liens; and (ii) that Seller and the tenants under the Leases promptly after then in effect are the Closing.only parties in possession of the Land or Improvements; (i) A The certificate regarding Seller’s residency certification/exemption, if required representations and warranties contemplated by applicable law.Section 6.2(b); (j) A closing instruction letter from Seller Such evidence as may be reasonably and customarily required by the Title Company with respect to the Escrow Agent.authority of the person(s) executing the documents required to be executed by Seller on behalf of Seller; and (k) Any All other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) documents reasonably necessary required to effectuate this Agreement and the transaction transactions contemplated by this Agreement. (l) A certificate executed by thereby. All Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller deliveries set forth in this Agreement or, if applicable, disclosing any such breachSection 7.2 shall be known as the “Seller Closing Documents”.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cottonwood Multifamily Reit Ii, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closingclosing, Seller shall deliver or cause the following to be delivered Purchaser in form and substance reasonably acceptable to Escrow Agent the followingPurchaser: (a) A recordable special warranty deed executed by Seller, in covering the form of Exhibit E (the “Deed”)Property. (b) A Xxxx xxxx of Sale executed by Sellersale, in the form assignment of Exhibit F attached hereto leases and general assignment (including an assignment of warranties and guaranties and Service Agreements) (the “Xxxx Lease Assignment”) pursuant to which Seller will assign to Purchaser all rights of Sale”)Seller under the Leases that accrue after the Closing Date, and Purchaser will assume all obligations and duties of Seller under the Leases that accrue on and after the Closing Date, confirming that Seller shall remain liable for landlord’s obligations under the Leases prior to the Closing Date, and confirming that Purchaser shall be liable for landlord’s obligations under the Leases after the Closing Date. (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” The Escrow Agreement (the “Certificate of Non-Foreign Status”hereinafter defined).; (d) A customary affidavit sufficient An updated certified rent roll for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).Property; (e) A General Assignment executed customary owner’s affidavit as required by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”)Title Company. (f) An Assignment executed FIRPTA affidavit as required by Section 1445 of Leases executed by Seller, in the form Internal Revenue Code of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under 1986 and the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”)rules and regulations promulgated thereunder. (g) A closing statement reflecting Estoppel Certificates from (i) HEB Grocery Company, LLC (“HEB”), Starbucks, Torchy’s Tacos, Xxxxx Beauty, and Banfield (“Required Tenants”), and (ii) tenants (including Required Tenants) who are party to Leases covering no less than eighty percent (80%) of the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein tenants (in square footage) under the “Closing Statement”) approved by Seller. (h) A notice Leases substantially in the form attached hereto as Exhibit K “C”; provided, however that if any such estoppel certificate is not available at such time, Purchaser may either waive this requirement and proceed to Closing, or terminate this Contract and receive an refund of the Xxxxxxx Money; provided, however, that if at least two (2) business days prior to Closing Seller delivers to Purchaser an estoppel certificate in substantially the form attached hereto as Exhibit Tenant Notice”), C” executed by Seller which Purchaser shall send to each (a “Seller Estoppel”) (rather than the tenant under each any Lease; provided Seller shall not be able to deliver a Seller Estoppel for any Required Tenant or for more than 10% of the Leases promptly after square footage of the improvements or revenue of the Property), then any right of Purchaser to terminate this Contract shall lapse and be of no force or effect. Seller shall have the right to replace any Seller Estoppel with a corresponding Tenant estoppel certificate if such replacement occurs within 90 days of Closing. Any liability of Seller under any Seller Estoppel shall survive for a period of twelve (12) months from the Closing. (h) A tenant notice letter in form reasonably acceptable to Seller and Purchaser. (i) A Keys to all locks located in the Improvements, to the extent in Seller’s residency certification/exemption, if required by applicable lawpossession or reasonable control. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any Such other funds, documents, instruments or agreements instruments, certifications and confirmations as may be reasonably required by the Title Company (signed by Seller including evidence of Seller’s authority) to fully effect and acknowledged, if appropriate) reasonably necessary to effectuate consummate the transaction transactions contemplated by this Agreementhereby. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Real Estate Purchase Contract (Nuveen Global Cities REIT, Inc.)

Seller’s Closing Deliveries. At least one (1) business day or prior to the Closing, Seller Sellers shall deliver deliver, or cause to be delivered delivered, to Escrow Agent Purchaser all of the followingfollowing documents (duly executed, as appropriate, and in form and substance reasonably satisfactory to Purchaser), unless waived in writing by Purchaser: (a) A deed executed by Sellera Restrictive Covenant Agreement, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in substantially the form attached hereto as Exhibit K E (the each, a Tenant NoticeRestrictive Covenant Agreement”), dated as of the Closing Date, duly executed by Seller which the Company and the Sellers listed on Schedule 3.2(a); (b) a Transaction Bonus and Release Agreement, in substantially the form attached hereto as Exhibit F (each, a “Transaction Bonus Agreement”), dated as of the Closing Date, duly executed by the Company and each recipient of a Transaction Bonus; (c) an Employment Agreement, in substantially the form attached hereto as Exhibit G (each, an “Employment Agreement”), dated as of the Closing Date, duly executed by the Purchaser shall send to each tenant under and Xxxxxxx Xxxxxx; (d) a Confidentiality and Intellectual Property Assignment Agreement, in substantially the form attached hereto as Exhibit H (each, an “IP Assignment Agreement”), dated as of the Closing Date, duly executed by the Company and each of the Leases promptly after Persons listed on Schedule 3.2(d); (e) A Loan Termination and Release Agreement, in substantially the form attached hereto as Exhibit I (each, an “Loan Termination and Release Agreement”), dated as of the Closing Date, duly executed by the Company and each Seller party to a Promissory Note; (f) a certificate, dated as of the Closing Date, duly executed by the secretary of the Company, (i) certifying (A) the Organizational Documents of the Company and each of its Subsidiaries as of the Closing., (B) the resolutions (or action taken by unanimous written consent in lieu thereof) of the board of directors of the Company approving the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions, and (C) the resolutions (or action taken by written consent in lieu thereof) of the stockholders of the Company approving the execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the Transactions and (ii) attaching certificates issued by the appropriate Governmental Authority (dated not more than ten (10) days prior to the Closing), certifying as to the good standing of the Company and each of its Subsidiaries (or equivalent certification in such jurisdiction) in its state of formation and each other jurisdiction where the Company and each of its Subsidiaries are qualified to do business; (g) each Payoff Letter and Final Invoice relating to the payment of the Repaid Indebtedness and Transaction Expenses contemplated by Section 2.3(b) and Section 2.3(c), respectively, along with any UCC statements, filings, authorizations or other releases as may be reasonably required to evidence or authorize the release of any related Liens; (h) evidence of, or authorization for, the repayment in full of all Promissory Notes made or issued by certain Sellers to the Company; (i) A Seller’s residency certification/exemptionevidence of the termination of the Contracts set forth on Schedule 3.2(i) with no further Liability to Purchaser or any Affiliate of Purchaser (including, if required by applicable law.after the Closing, the Company) (the “Required Terminations”); (j) A closing instruction letter copies of the required Permits and Company Approvals set forth on Schedule 3.2(j) (the “Required Consents”); (k) resignations and releases, duly executed by each director, officer or employee of the Company (or functional equivalent of any of the foregoing) set forth on Schedule 3.2(k) (the “Required Resignees”), as well as the revocation of powers of attorney, if any, granted to such Required Resignees; (l) a copy of the D&O Tail Policy and Additional Tail Policies, issued in accordance with Section 7.4; (m) original certificates (or affidavit of loss in lieu thereof) (if certificated), or an assignment of interests (if uncertificated) representing any Purchased Securities, together with any other appropriate instruments of transfer to convey the same to Purchaser, duly endorsed or executed, as applicable, by the registered holder thereof; (n) a properly executed certification from Seller the Company in accordance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), dated not more than 30 days prior to the Closing Date, to the effect that the Company Capital Stock does not constitute “United States real property interests” within the meaning of Section 897(c) of the Code and otherwise in form and substance as required by Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h), together with the notice to the IRS required by Treasury Regulations Section 1.897-2(h)(2); (o) a signature page to the Escrow Agreement, duly executed by the Sellers’ Representative and the Escrow Agent; and (p) a signature page to the to the Disbursing Agent Agreement, duly executed by the Sellers’ Representative and the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Stock Purchase Agreement (Simulations Plus, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to Before the Closing, Closing Seller shall deliver or cause everything specified in this Section 8 to Xxxxxxx Xxxxxxxx, attorney at law, Dallas, Texas to be delivered held in trust for the Buyer in accordance with the terms of this Agreement. In the event that this Agreement is consummated, said attorney will deliver to Escrow Agent the following: (a) A deed executed by SellerBuyer and, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, event that Seller this Agreement is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient consummated for the Title Company any reason, said attorney will promptly redeliver to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice a. Stock certificates representing the Shares. Each such certificates will be in transferable or "street" form, or accompanied by duly executed stock powers, and in either case bearing the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller registered owner's signature which Purchaser shall send be subject to each tenant under each of the Leases promptly after the Closinga Medallion Guarantee. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) b. A certificate executed by Seller and dated the Closing Date, certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by of Seller contained in this Agreement orare then true in all respects and that Seller has complied with all agreements and conditions required by this Agreement to be performed or complied with by the Seller. c. A certificate executed by Xxxxx Xxxxxx Xx., if applicableas President of the Company, disclosing and dated the Closing Date, certifying that the representations and warranties of the Company contained in this Agreement are then true in all respects and that the Company has complied with all agreements and conditions required by this Agreement to be performed or complied with by it. d. The affidavit, executed by the Halter's, as specified in Subsection 4(e )of this Agreement. e. A indemnification letter executed by the Halter's indemnifying the Buyers against any such breachliabilities of the Company prior to the closing. f. Resignations and releases from all of the Company's officers and directors, and a certificate of the Company setting forth the Board resolution pursuant to which Xxxxxx'x Xxxx Feng and Xudong She have been elected as Directors of the Company. g. All original corporate books and records, including the Company's articles of incorporation and bylaws, minutes of meetings of the shareholders and the Board of Directors of the Company, all contracts which are currently in effect or otherwise binding upon the Company, and any other document or instrument that in the opinion of Buyer is necessary or appropriate to properly continue the business and corporate status of the Company. All instruments and documents ever executed by the Company, which are in the possession of Seller or the Company. h. A legal opinion that the company is a 15(d) reporting company listed and trading on the OTC Bulletin Board under the stock symbol "GAGW" and that the sellers representations, including but not limited to the incorporation, due authorization and the number of shareholders contained in the agreement are true and correct. i. A legal opinion that the 295,270 shares of common stock held by the approximately 284 shareholders is freely tradable. j. A current shareholders list for the Company's common stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Great American Golf Works Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, each Seller shall execute and deliver to Purchaser or cause Escrowee, with respect to be delivered to Escrow Agent itself and the applicable Property owned by such Seller, the following: (a) A 4.2.1 a deed executed for the Real Property owned by Seller, it in the form of Exhibit E for the applicable state attached hereto in the applicable Exhibits B-1 through B-34 (the as applicable, a “Deed”).; (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors 4.2.2 a ground lease assignment for each Real Property Tax Act, as amended, that owned by such Seller is not subject to a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmenGround Lease assigning such Seller’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning ground leasehold interest to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K C (as applicable, a “Ground Lease Assignment”); 4.2.3 a xxxx of sale in the form attached hereto as Exhibit H; 4.2.4 a letter advising Tenants under the Leases, if any, of the change in ownership of the Property in the form attached hereto as Exhibit I; 4.2.5 an Assignment and Assumption of Leases, Security Deposits, Advance Booking Deposits, Guest Ledger Accounts and Service Contracts in the form attached hereto as Exhibit J, and any additional documentation necessary to (i) assign the Material Contracts and Assumable Service Contracts to the extent that Purchaser has notified Sellers of Purchaser’s election to assume such contracts in accordance with this Agreement, and (ii) assign each of Sellers’ Service Contracts for the provision of television and internet services at each of the Hotel Assets to Purchaser (the “Tenant NoticeTelevision & Internet Service Contracts”) to the extent such Television & Internet Service Contracts are assignable; 4.2.6 an Assignment and Assumption of Intangibles in the form attached hereto as Exhibit K; 4.2.7 an affidavit in the form attached hereto as Exhibit L; 4.2.8 such customary evidence of such Seller’s power and authority as Title Insurer may reasonably require; 4.2.9 a closing statement (the “Closing Statement”), as required by Section 4.4 below, setting forth the prorations, credits and adjustments to the Purchase Price; 4.2.10 subject to the provisions of Sections 7.3 and 8.2.1(a), a certificate, executed by such Seller, remaking such Seller’s representations and warranties set forth in Section 9.1 as if made on the Closing Date; 4.2.11 written terminations, as of the Closing Date, of the existing Management Agreements (other than those that Purchaser is assuming in accordance with Section 12.7); 4.2.12 if there are Tenants under any Leases at the applicable Real Property, a Rent Roll dated no earlier than ten (10) days prior to the Closing Date; 4.2.13 a title affidavit in the form attached hereto as Exhibit G-1; 4.2.14 a title affidavit in the form attached hereto as Exhibit G-2 (for jurisdictions where a non-imputation endorsement for the Owner’s Policies is available); 4.2.15 the items required to be delivered pursuant to Section 5.2, if any; 4.2.16 original counterpart signature pages of each Class A Holder to the Purchaser Holdco Operating Agreement; 4.2.17 completed and executed transfer tax forms and all other instruments as are customarily executed by sellers in the states where the Property is located to effectuate the conveyance of property similar to the Property (including those expressly described in Section 14.20.4 and 14.20.6) and, subject to Section 4.5, as are reasonably acceptable to such Purchaser; 4.2.18 original letters of credit from tenants, if any, and documentation required by any issuing party necessary to assign such letters of credit to Purchaser; 4.2.19 evidence reasonably satisfactory to Purchaser that each of Purchaser’s Closing Conditions in Section 8.2.1(f) have been satisfied (it being understood that the delivery of any written terminations or assignments delivered in accordance with the terms of such agreements shall constitute evidence satisfactory to Purchaser that the Purchaser’s Closing Conditions in Section 8.2.1(f) have been satisfied as to the contracts covered by such written terminations or assignments, as applicable); 4.2.20 evidence reasonably satisfactory to Purchaser that Purchaser’s Closing Conditions in Section 8.2.1(a) with respect to required consents and/or approvals have been satisfied to the extent applicable; 4.2.21 to the extent applicable, original counterparts of each document required by Lender to be executed by Seller which with respect to the Debt Assumption; 4.2.22 if Purchaser is electing to assume any rate cap held by any Seller or Sellers with respect to the Assumed Debt, an original executed assignment of any rate cap held by any Seller or Sellers with respect to the Assumed Debt (and, in consideration therefore, Purchaser shall send increase the Purchase Price payable to Sellers by a proportionate amount of the price paid by Sellers for such rate cap(s), calculated by dividing the number of months remaining on such rate cap(s) by the number of months in the term of such rate cap(s)) (for the avoidance of doubt, in the event Purchaser does not elect to assume any such rate cap, any proceeds payable in respect of the termination or sale of any such Seller’s rate cap shall belong solely to such Seller); 4.2.23 an original certificate signed by an authorized senior officer of each tenant under Class A Holder attaching a true, complete and correct copy of the resolutions of such Class A Holder authorizing the execution by such Class A Holder of the applicable Purchaser Holdco Operating Agreement; 4.2.24 if Whitehall is providing the Whitehall Guarantees, a counterpart original of the Supplemental Agreement, duly executed by Sellers and Whitehall; 4.2.25 if Whitehall is providing the Whitehall Guarantees, counterpart originals of each of the Leases promptly after Whitehall Guarantees duly executed by Whitehall for delivery to the Closing.Lender (unless the existing guarantees and indemnities of Whitehall under the Assumed Debt are continuing, in which case this Section 4.2.25 shall not apply); and 4.2.26 if Whitehall is providing the Whitehall Guarantees, (i) A Seller’s residency certification/exemptionthe customary documents referred to in Section 7.1(a)(vi) of the Loan Agreement, if (ii) one or more opinions of counsel referred to in clauses (B)-(E) of Section 7.1(a)(ix) of the Loan Agreement, (iii) the searches referred to in clauses (A) and (B) of Section 7.1(a)(x), in each of the cases of clauses (i), (ii) and (iii), (x) to the extent required by applicable law. Lender, (jy) A closing instruction letter from Seller as such documents, opinions or searches relate to Whitehall in its capacity as a Replacement Guarantor or continuing “Guarantor” under the Assumed Debt and (z) subject to the Escrow Agent. (kexpress standards set forth in Section 7.1(a) Any other fundsof the Loan Agreement governing the form, content or delivery of such documents, instruments opinions or agreements (signed by Seller and acknowledgedsearches, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreementas applicable. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Real Estate Sale Agreement (American Realty Capital Hospitality Trust, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to On the ClosingClosing Date, Seller shall deliver or cause to be delivered at its expense each of the following items to Escrow Agent the followingBuyer: (a) A duly executed and acknowledged grant deed executed by Seller, in conveying the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Actand the Improvements to Buyer with title as provided in Section 6.3, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts such deed to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K E; (b) A duly executed and acknowledged xxxx of sale and general assignment conveying the “Tenant Notice”)Personal Property and the Intangible Property to Buyer in the form attached hereto as Exhibit F; (c) A duly executed and acknowledged certificate of non-foreign status from Seller in the form attached hereto as Exhibit G; (d) A Certificate from Seller in the form attached hereto as Exhibit H stating that all representations and warranties set forth in Section 4.1 remain true, executed by Seller which Purchaser shall send to each tenant under each accurate and complete in all material respects as of the Leases promptly after Closing Date. (e) A duly executed and acknowledged affidavit to the Closing.Title Company in the form attached hereto as Exhibit I, together with a so-called “gap indemnity” in the form required by the Title Company; (f) Evidence reasonably satisfactory to the Title Company of Seller’s authority to convey the Property pursuant to this Agreement in form and substance satisfactory to the Title Company; (g) An irrevocable commitment by the Title Company that the Title Company is ready, willing, and able to issue, upon payment of Title Company’s regularly scheduled premium, (A) an American Land Title Association (ALTA) extended owner’s policy of title insurance in the face amount of the Purchase Price which must have endorsements as required by Buyer, showing title to the Property vested in Buyer subject only to the Permitted Exceptions, the lien of real property taxes for the current fiscal year not yet due or payable, and the standard preprinted exceptions and stipulations of the Title Commitment and owner’s title insurance policy; (h) A counterpart original of the closing statement setting forth the Purchase Price, the closing adjustments and the application of the Purchase Price as adjusted; (i) A Seller’s residency certification/exemptionAny and all transfer tax returns, if declarations of value or other documents required by under applicable law.law or necessary for recordation of the deed; (j) A closing instruction letter from Seller All books, records, plans, specifications, contracts, agreements and other instruments or documents to the Escrow Agent.extent requested by Buyer and in the possession of Seller related to the construction, operation and maintenance of the Property; (k) Any Such other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) as the Title Company may reasonably necessary request to effectuate the transaction contemplated by this Agreement.; and (l) A certificate executed by Seller certifying Keys, combinations and codes to Purchaser that Seller has no actual knowledge of any breach by Seller of any of all locks and/or security systems on the representations and warranties made by Seller Property in this Agreement orSeller’s possession or control, if applicable, disclosing any such breachany.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Joe's Jeans Inc.)

Seller’s Closing Deliveries. At least one (1) business day or prior to the Closing, Seller shall will deliver or cause the following to be delivered to Escrow Agent the followingBuyer: (a) A deed the certificate contemplated by Section 8.2(d); (b) the Xxxx of Sale, duly executed by Seller; (c) the Assignment and Assumption Agreements, duly executed by Seller; (d) one or more Special Warranty Deeds of conveyance of the parcels of Real Property with respect to which Seller holds fee interests, substantially in the form of the applicable Special Warranty Deed, duly executed and acknowledged by Seller, and in recordable form; (e) one or more instruments of assignment or conveyance, substantially in the applicable form of the Assignments of Easements, as are necessary to transfer the Purchased Easements, duly executed and acknowledged by Seller and in recordable form; (f) one or more Assignments of Lease, with respect to each Lease; (g) all such other instruments of assignment or conveyance as are reasonably requested by Buyer in connection with the transfer of the Purchased Assets to Buyer in accordance with this Agreement; (h) the Transition Services Agreement, duly executed by Seller; (i) all required consents, waivers or approvals as obtained by Seller from third parties in connection with this Agreement; (j) all Tax Returns for Transaction Taxes required by applicable Law to be executed by Seller at or prior to Closing, if any, duly executed (and acknowledged, if appropriate) by Seller; (k) a certificate, in form and substance reasonably acceptable to Buyer and meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2), duly executed by Seller, in to the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, effect that Seller is not a “foreign person” (within the “Certificate meaning of Non-Foreign Status”).Section 1445 of the Code; and (dl) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy such other agreements, documents, instruments, and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts writings as are required to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed delivered by Seller which Purchaser shall send on or prior to each tenant under each of the Leases promptly after Closing Date pursuant to this Agreement or as may reasonably be required by Buyer to consummate the Closing. (i) A Seller’s residency certification/exemptiontransactions contemplated hereby, if including all affidavits, statements, declarations, forms and other documents and instruments required by applicable law. Law to transfer real property and interests in real property or to record deeds, assignments and other transfer documentation relating to real property or interests in real property, duly executed (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any or such breachother party as may be required.

Appears in 1 contract

Samples: Asset Purchase Agreement (Centerpoint Energy Resources Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the ClosingSellers shall deliver, Seller shall deliver or cause to be delivered delivered, to Escrow Agent Buyer at the Closing the following: (ai) A deed a certificate, executed by Selleran executive officer of the Company, in certifying as to the form satisfaction of Exhibit E (Section 6.1(a) above as it applies to the “Deed”).Company; (bii) A Xxxx copies of Sale executed all filings, notices, approvals, and consents, or waivers thereof, required pursuant to this Agreement, certified by Seller, in an officer of the form of Exhibit F attached hereto (the “Xxxx of Sale”).Company; (ciii) A certification from written documentation in a form satisfactory to Buyer evidencing all consents, approvals and waivers listed in Section 4.3 of the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).Disclosure Schedule have been obtained; (div) A customary affidavit sufficient for stock certificates representing the Title Company Shares, together with duly executed stock powers in a form reasonably acceptable to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).Buyer; (ev) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice Noncompetition Agreements in the form attached hereto as Exhibit K B (the “Tenant NoticeNoncompetition Agreements”), duly executed by each Seller; (vi) the Employment Agreements in the form attached hereto as Exhibit C (the “Employment Agreements”), duly executed by the Key Employees; (vii) a release in the form of Exhibit D, executed by each Seller (the “Sellers’ Releases”); (viii) a legal opinion from the Company’s and Sellers’ counsel dated as of the Closing Date in the form attached hereto as Exhibit F; (ix) a real property lease in the form attached hereto as Exhibit G (the “Lease”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.QREP; (ix) A a certificate of non-foreign status, in the form set forth in Treasury Regulations Section 1.1445-2(b)(2), signed under penalties of perjury, duly executed by each Seller’s residency certification/exemption, if required . Each Seller understands that such certificate will be retained by applicable law.Buyer and made available to Governmental Authorities upon request; (jxi) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A a certificate executed by each Seller certifying representing and warranting to Purchaser Buyer that Seller has no actual knowledge of any breach by Seller of any of the each such Seller’s representations and warranties made by Seller in this Agreement orwere accurate in all respects as of the date of this Agreement and are accurate in all respects as of the Closing Date as if made on the Closing Date (giving full effect to any supplements to the Disclosure Schedules delivered by Sellers to Buyers prior to the Closing Date in accordance with Section 7.17 of this Agreement) and that all covenants and agreements to be performed prior to the Closing by such Seller have been performed; (xii) duly executed estoppels from all the landlords of the Company Leased Real Property described on Exhibit H all in the forms delivered by Buyer to Sellers prior to the date of this Agreement; (xiii) resignations of all officers and directors of the Company; (xiv) evidence reasonably satisfactory to Buyer that QREP has assumed all liabilities related to the letter of credit held by the Company’s insurance captive and QREP will indemnify Buyer for any Damages related to such letter of credit; (xv) the Escrow Agreement in the form attached hereto as Exhibit E, if applicableduly executed by Sellers’ Representative; (xvi) a long term services support agreement relating to the Company’s IT operations, disclosing any the form of which shall be approved by Buyer which such breachconsent shall not be unreasonably withheld; (xvii) a Section 338 Election Form, duly executed by each Seller; (xviii) a schedule of the Loyalty Payments; and (xix) an updated copy of Exhibit J, setting forth the net assets of the Company as of the Measurement Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Primoris Services Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to On the ClosingClosing Date, Seller shall deliver or cause to be delivered at its expense each of the following items to the Escrow Agent Agent: (i) For each Property or portion thereof owned in fee by Seller, a special warranty deed duly executed and acknowledged by Seller conveying the following:relevant Land and Improvements to Buyer, such special warranty deed to be in the form customary in the jurisdiction in which such Land is located; (ii) For each Property or portions thereof as to which Seller owns a leasehold interest under a ground lease (each, a “Ground Lease”), a counterpart of an assignment and assumption of Seller’s interest in the Ground Lease (without warranty) (each, a “Ground Lease Assignment”) duly executed and acknowledged by Seller transferring such leasehold interest to Buyer, such Ground Lease Assignment (without warranty) to be in a form satisfying all applicable requirements in the Ground Lease and otherwise in the form customary in the jurisdiction in which such Property is located; (iii) For each Joint Venture, a counterpart of an assignment and assumption of the Joint Venture Interests (without warranty) (the “Joint Venture Assignment”) whereby Seller assigns to Buyer all of Seller’s right, title, and interest in the Joint Venture Interests (without warranty) and Buyer assumes all of Seller’s obligations under the Joint Venture arising from and after the Closing Date, such Joint Venture Assignment (without warranty) to be in the form required in the Joint Venture Agreement and otherwise in form and content customary in the jurisdiction where such Joint Venture was formed; (iv) For each Joint Venture that has entered into an operating lease (each, an “Operating Lease”) with respect to its Joint Venture Property, if required by Buyer, either (A) an assignment of the interest of the lessee (each, an “Operating Lessee”) in the Operating Lease duly executed by the Operating Lessee (an “Operating Lease Assignment”), or (B) a termination of the Operating Lease, at no cost to Buyer, duly executed by the Joint Venture and the Operating Lessee (each, an “Operating Lease Termination”); provided, however, with respect to the Courtyard Philadelphia Downtown hotel, Seller shall execute and deliver an Operating Lease Assignment with respect to the Operating Lease with City Annex Tenant Corporation; (v) For each Property, a bxxx of sale (without warranty) duly executed by Seller and Operating Lessee conveying to Buyer and/or Buyer’s designated operating lessee, as the case may be, all right, title and interest of Seller and Operating Lessee in and to the Tangible Personal Property, the Intangible Personal Property, and all assignable third party warranties and guaranties relating to the Improvements, the Tangible Personal Property, or any part thereof, such bxxx of sale (without warranty) to be in form and content customary in the jurisdiction where such Property is located; (vi) For each Joint Venture Property for which an Operating Lease Assignment or an Operating Lease Termination is delivered pursuant to this Agreement, a bxxx of sale (without warranty) duly executed by the Operating Lessee conveying to Buyer or Buyer’s designated operating lessee, as the case may be, all right, title and interest of Operating Lessee, if any, in and to the Tangible Personal Property, the Intangible Personal Property, and all assignable third party warranties and guaranties relating to the Improvements, the Tangible Personal Property, or any part thereof, such bxxx of sale (without warranty) to be in form and content customary in the jurisdiction where such Joint Venture Property is located; (vii) For each Property, an assignment and assumption agreement (without warranty) (each, a “Assignment and Assumption Agreement”) duly executed by Seller and Operating Lessee, whereby Seller and Operating Lessee assigns to Buyer or Buyer’s operating lessee (without warranty) all of their respective right, title, and interest in the Service Contracts, Space Leases, Equipment Leases, and Licenses and Permits, and Buyer and/or Buyer’s designated operating lessee assumes all obligations of Seller and Operating Lessee thereunder arising from and after the Closing Date, such Assignment and Assumption Agreement (without warranty) to be in form and content customary in the jurisdiction where such Property is located; (viii) For each Joint Venture Property for which an Operating Lease Assignment or Operating Lease Termination is delivered pursuant to this Agreement, an assignment and assumption agreement (without warranty) an Assignment and Assumption Agreement duly executed by Operating Lessee, whereby Operating Lessee assigns to Buyer or Buyer’s designated operating lessee (without warranty) all of its right, title, and interest in the Service Contracts, Space Leases, Equipment Leases, and Licenses and Permits and Buyer or Buyer’s designated operating lessee assumes all obligations of Operating Lessee thereunder arising from and after the Closing Date, such Assignment and Assumption Agreement (without warranty) to be in form and content customary in the jurisdiction where such Joint Venture Property is located; (ix) For each Property that is subject to a management agreement (each, a “Management Agreement”), an assignment and assumption of the Management Agreement (without warranty) (each, a “Management Agreement Assignment”) duly executed by Operating Lessee, whereby Operating Lessee assigns to Buyer or Buyer’s designated operating lessee all right, title, and interest in the Management Agreement (without warranty) and Buyer or Buyer’s designated operating lessee assumes all of Operating Lessee’s obligations thereunder arising from and after the Closing Date, such Management Agreement Assignment to be in form and content customary in the jurisdiction where such Property is located; (x) For each Joint Venture Property for which an Operating Lease Assignment or Operating Lease Termination is delivered pursuant to this Agreement and that is subject to a Management Agreement , a Management Agreement Assignment (without warranty) duly executed by Operating Lessee, whereby Operating Lessee assigns to Buyer or Buyer’s designated operating lessee all right, title, and interest in the Management Agreement (without warranty) and Buyer or Buyer’s designated operating lessee assumes all of Operating Lessee’s obligations thereunder arising from and after the Closing Date, such Management Agreement Assignment to be in form and content customary in the jurisdiction where such Joint Venture Property is located; (xi) For each Property subject to a franchise agreement (each, a “Franchise Agreement”) (a) an assignment and assumption of the Franchise Agreement (without warranty) (each, a “Franchise Agreement Assignment”) duly executed by Operating Lessee whereby Operating Lessee assigns to Buyer or Buyer’s designated operating lessee all right, title, and interest of Operating Lessee in the Franchise Agreement (without warranty) and Buyer or Buyer’s designated operating lessee assumes all obligations of Operating Lessee thereunder arising from and after the Closing Date, or (b) if Buyer elects, in Buyer’s sole and absolute discretion, to enter into or cause its designated operating lessee to enter into a replacement franchise agreement, a termination of the Franchise Agreement (each, a “Franchise Agreement Termination”), provided that if Seller or Operating Lessee has obtained franchisor consent to the Franchise Agreement Assignment or as a franchisee under a replacement franchise agreement as required under the Merger Agreement, Buyer may elect to so terminate the Franchise Agreement only if the franchisor waives all claims against Operating Lessee resulting from the Franchise Agreement Termination for termination fees, liquidated damages or similar fees related to such termination or Buyer agrees to indemnify and hold harmless Operating Lessee from all such claims; (xii) For each Joint Venture Property for which an Operating Lease Assignment or an Operating Lease Termination is delivered pursuant to this Agreement and that is subject to a Franchise Agreement, (A) a Franchise Agreement Assignment duly executed by Operating Lessee whereby Operating Lessee assigns to Buyer or Buyer’s designated operating lessee all right, title, and interest of Operating Lessee in the Franchise Agreement (without warranty) and Buyer or Buyer’s designated operating lessee assumes all obligations of Operating Lessee thereunder arising from and after the Closing Date, or (B) if Buyer elects, in Buyer’s sole and absolute discretion, to enter into or cause its designated operating lessee to enter into a replacement franchise agreement, a Franchise Agreement Termination, provided that if Seller, the Joint Venture, or Operating Lessee has obtained franchisor consent to the Franchise Agreement Assignment or as a franchisee under a replacement franchise agreement as required under the Merger Agreement, Buyer may elect to so terminate the Franchise Agreement only if the franchisor waives all claims against Operating Lessee resulting from the Franchise Agreement Termination for termination fees, liquidated damages or similar fees related to such termination or Buyer agrees to indemnify and hold harmless Operating Lessee from all such claims; (xiii) A deed certificate or certificates of non-foreign status, each duly executed and acknowledged by Seller, in a form satisfying the form requirements under the applicable Treasury Regulations issued pursuant to § 1445 of Exhibit E the Code; (xiv) Customary affidavits sufficient for a nationally recognized title insurance company issuing to Buyer and/or Buyer’s mortgagee an owner’s or mortgagee’s policy of title insurance, respectively, for each Property (the “DeedTitle Company). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ mechanic’s or materialmen’s therefrom (liens and such other customary gap and owner’s affidavits relating to such title insurance policy as the Title Affidavit”).Company may reasonably request in a form reasonably acceptable to Seller; (exv) A General Assignment executed by Seller, in Evidence reasonably satisfactory to Buyer and the form of Exhibit H attached hereto assigning to Purchaser all Title Company of Seller’s interest under authority to convey the service contracts Properties or Seller’s interests in the Ground Leases pursuant to be assigned this Agreement in form and substance reasonably satisfactory to Purchaser at Closing (Buyer and the “General Assignment”).Title Company; (fxvi) An Assignment Any and all transfer and/or recordation tax returns, declarations of Leases executed by Sellervalue, affidavits of consideration, or other documents required from Seller under applicable law or regulations or necessary for recordation of the deeds or the Ground Lease Assignments in the form land records of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).jurisdiction where each Property is located; and (gxvii) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto Such other instruments as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) Buyer may reasonably necessary request to effectuate the transaction contemplated by this AgreementAgreement without additional liability or expense to Seller except in a nominal amount. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ashford Hospitality Trust Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to On the ClosingClosing Date, Seller shall deliver or cause to Purchaser the following documents and instruments with respect to its Property (collectively, "Seller's Closing Deliveries"), duly executed by the applicable Seller, acknowledged where appropriate and otherwise in form and content reasonably satisfactory to Purchaser's counsel. Seller, not later than fifteen (15) days prior to the Closing Date, shall deliver to Purchaser's counsel, for approval thereby, draft photocopies of Seller's Closing Deliveries (with the exception of items (a), (b), and (c) below, which shall be delivered to Escrow Agent the following:prepared by Purchaser): (a) A a general warranty deed executed for the Property (the "Deed"), which shall be in proper statutory form for recording, subject only to the matters permitted hereby, so as to convey to Purchaser fee simple title to the Property as provided herein; (b) a xxxx of sale for the Property conveying the Personal Property. (c) an Assignment and Assumption of Leases for the Property, assigning the Leases in effect as of Closing and any new leases entered into in accordance with the terms of this Agreement, together with (i) copies of such Leases, and (ii) a Notice to Tenants in form and substance approved by Purchaser. (d) a listing of the security deposit obligations (including a breakdown of statutory interest accrued thereon) of Landlord pursuant to the Leases, certified as true, correct and complete by Seller. (e) a Certificate of Seller with respect to (i) prepaid rents held by Seller with respect to the Property, and (ii) those tenants in arrears with respect to the payment of rent and other amounts payable under the Leases, certified as true, correct and complete by Seller. (f) copies of all contracts relating to the Property, if any, which Purchaser has agreed to assume, together with an assignment of such contracts to Purchaser. (g) an assignment of all transferable warranties and guarantees then in effect, if any, with respect to the improvements located on the Property or any repairs or renovations to such improvements and Personal Property being conveyed hereunder. (h) All books and records at the Property held by or for the account of Seller, including without limitation, plans and specifications and lease applications, as available. (i) an affidavit of title, certified by Seller, and such documents and instruments in respect of Seller's authority to sell the Property (including, without limitation, resolutions, incumbency certificate(s) and a certificate of good standing from each state of Seller's incorporation for any entity signing any of Seller's Closing Deliveries), in the form customarily required by title insurance companies in the State of Connecticut. (j) a nonforeign affidavit from Seller sufficient for the purposes of establishing and documenting the nonforeign affidavit exemption described in Section 1445 of the Internal Revenue Code (the "FIRPTA Affidavit"). (k) completed conveyance tax returns for the Property in the form required by the applicable governmental authority. (l) an indemnification agreement pursuant to which Seller shall represent and warrant to Purchaser that (i) all costs and expenses relating to the ownership and operation of its Property arising prior to the Closing Date have been paid in full, and (ii) that all service contracts for the applicable Property have been terminated on or before the Closing Date, and by which Seller shall indemnify and hold Purchaser harmless from and against all loss, cost and expenses arising by reason of a breach of such representations and warranties. (m) a rent roll for the Property, in the form of Exhibit E (the “Deed”)rent roll attached hereto, dated as of the first day of the calendar month in which the Closing occurs, together with a certification of Seller with respect to any changes to such rent roll from the date thereof. (bn) A Xxxx if requested by Purchaser, a general release for the benefit of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification Existing Holder releasing Existing Holder from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, any and all claims that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller may have against Existing Holder with respect to the Escrow AgentExisting Mortgage. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Grove Property Trust)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, each Seller shall execute and deliver to Purchaser or cause Escrowee, with respect to be delivered to Escrow Agent itself and the applicable Property owned by such Seller being sold in the Closing, the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors 4.2.1 for each Real Property Tax Actowned by it, as amendeda special warranty deed, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants grant deed or equivalent deed under the Leases) laws of the state where such Real Property is located warranting against the acts of the applicable Seller and mechanics’ or materialmen’s therefrom (no others, and conveying such Real Property to Purchaser, subject only to the “Title Affidavit”).Permitted Exceptions applicable to such Real Property; (e) A General Assignment executed by Seller, in the form 4.2.2 a xxxx of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice sale in the form attached hereto as Exhibit K C; 4.2.3 a letter advising Tenants under the Leases, if any, of the change in ownership of the applicable Property in the form attached hereto as Exhibit D; 4.2.4 an Assignment and Assumption of Leases, Security Deposits, Reservation Deposits, Guest Ledger Accounts and Service Contracts in the form attached hereto as Exhibit E; 4.2.5 an Assignment and Assumption of Intangible Property in the form attached hereto as Exhibit F; 4.2.6 if applicable, a customary interim beverage service agreement or lease in the form attached hereto as Exhibit G (each, an “Interim Beverage Services Agreement”); 4.2.7 such customary evidence of such Seller’s power and authority as Purchaser and Title Insurer may reasonably require; 4.2.8 a closing statement (the “Tenant NoticeClosing Statement”), as required by Section 4.4 below, setting forth the prorations, credits and adjustments to the Purchase Price; 4.2.9 a certificate, executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A such Seller, remaking such Seller’s residency certification/exemptionrepresentations and warranties set forth in Section 9.1 as if made on the Closing Date; 4.2.10 if there are Tenants under any Leases at the applicable Real Property, a rent roll dated no earlier than two Business Days prior to the Closing Date; 4.2.11 such agreements, affidavits, or other documents as may be reasonably required by the Title Insurer to issue the applicable Owner’s Policies; 4.2.12 the items required to be delivered pursuant to Section 5.2, if required any; 4.2.13 completed and executed transfer Tax forms and all other instruments as are customarily executed by sellers in the states where the applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary Property is located to effectuate the transaction contemplated conveyance of property similar to the applicable Property and as are reasonably acceptable to Purchaser; 4.2.14 original letters of credit from tenants, if any, and documentation required by this Agreement.any issuing party necessary to assign such letters of credit to Purchaser; (l) A certificate executed by 4.2.15 a FIRPTA Certificate from each applicable Seller. “FIRPTA Certificate” means the affidavit of each Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any under Section 1445 of the representations Code certifying that such Seller is not a foreign corporation, foreign partnership, foreign trust, foreign estate or foreign person (as those terms are defined in the Code and warranties made by Seller the regulations promulgated thereunder), in this Agreement or, if applicable, disclosing any such breachform and substance reasonably satisfactory to Purchaser.

Appears in 1 contract

Samples: Real Estate Purchase and Sale Agreement (Summit Hotel Properties, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver execute (as necessary), or cause to be delivered executed, and deliver to Escrow Agent Purchaser (either through escrow or as otherwise provided below) each of the following: documents described below: (a) A deed executed by Sellerone original Grant Deed, in the form of Exhibit E (EXHIBIT F, subject to the “Deed”). exceptions listed in such form and the Permitted Exceptions; (b) A Xxxx of Sale executed by Seller's non-foreign affidavit, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit EXHIBIT I; (c) two original counterparts of the Closing Statement (as defined in Section 4.3 below); (d) such transfer tax forms as are required by law ("TRANSFER DOCUMENTS"); (e) two original counterparts of a property management agreement between Purchaser and Property Manager, in the form attached hereto as EXHIBIT K (the “Tenant Notice”"PROPERTY MANAGEMENT AGREEMENT") if any; (f) two original counterparts of a sixth amendment to that certain lease agreement dated as of December 17, 1999 by and between CA - The Concourse Limited Partnership (an affiliate of Seller) and Purchaser for the property located at 0000 Xxxxxxxxxx Xxxxx, Xxx Xxxx, Xxxxxxxxxx, in the form attached hereto as EXHIBIT L (the "CONCOURSE VI LEASE AMENDMENT"), executed by Seller which Purchaser shall send to each tenant under each ; (g) two original counterparts of the Leases promptly after Declaration by and between Purchaser and Seller, in the Closing. form attached hereto as EXHIBIT M (the "DECLARATION"); (h) one original Certification of Fourth Amendment to Skyport Plaza Declaration of Common Easements, Covenants, Conditions and Restrictions, in the form attached hereto as EXHIBIT N ("CERTIFICATION OF CCR AMENDMENT"); (i) A Seller’s residency certification/exemptiontwo original counterparts of the Fourth Amendment to Skyport Plaza Declaration of Common Easements, if required by applicable law. Covenants, Conditions and Restrictions, in the form attached hereto as EXHIBIT O (the "CCR AMENDMENT"); (j) A closing instruction one original Termination of Lease, in the form attached hereto as EXHIBIT P (the "LEASE TERMINATION"); (k) the original letter of credit under the Lease (defined below), (l) Right of First Offer ("ROFO") in favor of Purchaser, in the form attached hereto as EXHIBIT Q, (m) an Assignment of Intangibles (the "ASSIGNMENT OF INTANGIBLES") from Seller to Purchaser in the Escrow Agent. form attached hereto as EXHIBIT G, and (kn) Any other funds, documents, instruments or agreements a License Agreement (signed by the "LICENSE AGREEMENT") from Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that in the form attached hereto as EXHIBIT H. The Closing Statement may be signed in facsimile counterparts on the Closing Date. To the extent available, Seller has no actual knowledge of any breach by Seller of any shall leave all of the representations original plans and warranties made by Seller in this Agreement orspecifications, if applicable, disclosing any such breachlicenses and permits pertaining to the Property at the premises.

Appears in 1 contract

Samples: Real Estate Sale and Lease Termination Agreement (Brocade Communications Systems Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the followingAgent: (a) A deed Special Warranty Deed in substantially the form of Exhibit B, fully executed and properly acknowledged by Seller, conveying to Buyer the Property, subject only to the Permitted Exceptions, “AS IS, WHERE IS” and negating any warranties, express or implied, including but not limited to any warranties as to condition, fitness, suitability or merchantability, except for the special warranty of title; (b) Affidavit in a form and having the substance mutually acceptable to Buyer and Seller, fully executed and properly acknowledged by Seller, as required by Internal Revenue Code Section 1445(b)(2) (the “1445 Affidavit”); (c) A Xxxx of Sale in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale C, fully executed by Seller, assigning and transferring to Buyer all of Seller’s right, title and interest in and to the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).Personal Property; (d) A customary affidavit sufficient for Certificate executed by Seller stating that, as of the Title Company to issue the Approved Title Policy Closing Date, each of Seller’s representations and to delete any exceptions for parties in possession (other than tenants under the Leases) warranties set forth herein is true and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).correct; (e) A General Limited Assignment of Utility Capacity, executed by Seller, assigning and transferring to Buyer the amount of sewer and water capacity for Buyer’s Planned Development, in an amount approved by Seller and Grand Lakes MUD 4 during the form of Exhibit H attached hereto assigning Inspection Period, not to Purchaser all of Seller’s interest under exceed the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).Required Capacity; (f) An Assignment Notice of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).Deed Restrictions; (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller.Notice of Municipal Utility District; (h) A notice Originals or, if originals are not available, true and correct copies of all records and files pertaining to the Property and in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.Seller’s possession or reasonable control; and (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any Such other funds, documents, instruments or agreements (signed documents as may be reasonably requested by Seller and acknowledged, if appropriate) Escrow Agent or reasonably necessary to effectuate effect or carry out the transaction contemplated by purposes of this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Global Growth Trust, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall execute and deliver or cause to be delivered to Escrow Agent Buyer the following:following items (collectively, the “Seller’s Closing Deliveries”): (a) A statutory warranty deed executed by Sellertransferring and conveying good and marketable fee simple title to the Land, together with the Appurtenances thereto and Improvements thereon, to Buyer, free and clear of all liens, charges and encumbrances except for the Permitted Exceptions, which deed shall be acknowledged in the form of Exhibit E (the “Deed”)for recording. (b) A Xxxx quitclaim deed, if necessary, dated as of Sale executed by Sellerthe Closing Date, in a form acceptable to Buyer conveying the Land to Buyer pursuant to the legal description to be drawn from the Updated Survey, which deed shall be acknowledged in form of Exhibit F attached hereto (the “Xxxx of Sale”)for recording. (c) A certification from An owner’s affidavit executed by Seller and dated as of the Closing Date in a form reasonably acceptable to Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”)and Title Company. (d) A customary certificate and affidavit sufficient for of non-foreign status in a form satisfying the Title Company to issue requirements of the Approved Title Policy and to delete any exceptions for parties Foreign Investment in possession Real Property Tax Act (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the Title AffidavitFIRPTA”). (e) A General Assignment executed by Seller, in Information sufficient for the form of Exhibit H attached hereto assigning Title Company to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”)prepare an IRS Form 1099. (f) An A Xxxx of Sale and Assignment and Assumption Agreement in form and substance reasonably satisfactory to Buyer, which includes a xxxx of Leases executed by Sellersale conveying the Personal Property to Buyer, in an assignment and assumption of the form Leases, Rents and Security Deposits, and an assignment of Exhibit I attached heretothe assignable Plans, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing Permits, Warranties and Assigned Contracts, if applicable (the “Assignment Xxxx of LeasesSale and Lease Assignment”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by SellerOriginal Estoppel Certificates as have been obtained pursuant to Section 3.5. (h) A notice in certificate dated the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each Closing Date stating that all of the Leases promptly after representations and warranties of Seller contained in Section 8.1 hereof are by Seller's knowledge true and correct in all material respects as of the Closingdate such representations and warranties are made and as of the Closing Date. (i) A Seller’s residency certification/exemption, if required by applicable lawsettlement statement setting further all amounts paid and to be paid at Closing (“Settlement Statement”). (j) A closing instruction letter from Copies in possession of Seller to or its agents, if any, of the Escrow Agent.Plans, as well as a transfer and assignment of any assignable Warranties or Permits (k) Any other funds, documents, instruments or agreements (All original signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate copies of the transaction contemplated by this AgreementLeases in Seller’s possession. (l) A certificate Copies of executed written notices of the sale, in form and substance reasonably acceptable to Buyer, addressed to all of the tenants under each of the Leases, giving notice of the sale and directing such tenants to pay all rent due under the terms of their tenancies to such person and at such place as Buyer shall direct. (m) deliver to Buyer an updated Rent Roll dated no earlier than two (2) Business Days prior to the Closing Date. (n) Such other documents as may be reasonably required by Buyer or Title Company. (o) An Assignment and Assumption of the Ground Leases in form and substance reasonably acceptable to Buyer, which shall, if necessary, be acknowledged in form for recording (the “Ground Lease Assignment”). (p) An original Estoppel Certificate in form and substance reasonably acceptable to Buyer duly executed by the Board in connection with the Ground Leases. (q) An original Estoppel Certificate in form and substance reasonably acceptable to Buyer duly executed by Shades Valley Evangelical Lutheran Church (the “Church”) in connection with that certain Declaration of Parking and Access Easements dated October 8, 1985 by and between the Church and Birmingham Associates III, an Alabama general partnership, and Xxxxxx Group, an Alabama general partnership, as predecessors-in-interest to Seller certifying (as the same has been amended from time to Purchaser that Seller has no actual knowledge of any breach by Seller of any of time, the representations “Access and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachParking Declaration”).

Appears in 1 contract

Samples: Real Estate Sales Agreement (National Commerce Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent Buyer the following: (ai) A deed a Special Warranty Deed duly executed and acknowledged by Seller, in the form attached as Exhibit B, subject only to the Permitted Exceptions (defined below) and any others approved by Buyer in writing; (ii) a Xxxx of Sale duly executed by Seller, in the form of attached as Exhibit E C; (iii) an Assignment and Assumption Agreement (the “DeedAssignment and Assumption Agreement). (b) A Xxxx of Sale duly executed by Seller, in the form attached as Exhibit D; (iv) an Assignment of Exhibit F attached hereto Tenant Leases and Assumption (the “Xxxx Assignment of SaleLeases). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment duly executed by Seller, in the form of attached as Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).E; (fv) An Assignment a form of Leases notice to all tenants of the Property (“Tenant Notice Letter”) duly executed by Seller, in the form attached as Exhibit F; (vi) exclusive possession of Exhibit I attached heretothe Property, assigning subject only to Purchaser all the rights of Seller’s interest parties claiming under the Leases to be assigned to Purchaser at Tenant Leases, the Service Contracts and the Permitted Exceptions; (vii) a non-foreign affidavit as permitted by Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; (viii) evidence of its capacity and authority for the closing of this transaction; (ix) a current update of the Initial Lease Schedule (“Closing (the “Assignment of LeasesLease Schedule”)., certified by Seller using the same certification as that made with respect to the Initial Lease Schedule; (gx) A closing statement reflecting a current update of the Purchase Price and all adjustmentsRent Roll (defined below) dated not earlier than five days before the Closing Date, prorations, credits, costs and expenses set forth herein (certified by Seller as being that upon which Seller customarily relies in the “Closing Statement”) approved by Seller.ordinary course of its business; (hxi) A notice tenant estoppel certificates executed by each tenant leasing a portion of the Property for retail uses in the form attached hereto as Exhibit K J (provided that if, after using commercially reasonable diligence, Seller is not able to provide an estoppel certificate for every retail tenant, then Seller’s failure to deliver any such estoppel certificate will not be a default under this Contract nor will such failure be considered to be a failure of any closing condition under this Contract; (xii) a customary owner’s affidavit certifying to the “Tenant Notice”)Title Company that there are no unpaid bills or claims relating to the Property as of the date of Closing except as specified, duly executed by Seller which Purchaser shall send to each tenant under each of in the Leases promptly after the Closing.form attached as Exhibit G; (ixiii) A Seller’s residency certification/exemption, if a settlement statement reflecting the prorations and adjustments required by applicable law.under Section 4(f); and (jxiv) A closing instruction letter from Seller to the Escrow Agentany necessary state, county or local governmental transfer tax forms or returns. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Behringer Harvard Multifamily Reit I Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall will deliver or cause to Purchaser (in addition to a duly executed copy of this Agreement, together with all final exhibits, annexes, and schedules hereto) the following, with all documents and instruments below to be delivered duly executed by the Seller where appropriate and notarized where indicated in the exhibits, annexes, or schedules to Escrow Agent the followingthis Agreement: (a) A deed executed by Sellerthe Trademark License Agreement, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K EXHIBIT B-1 (the “Tenant Notice”"LICENSE BACK Agreement"); (b) the Special Rules System License Agreement, in the form attached hereto as EXHIBIT B-2 (the "SPECIAL RULES LICENSE AGREEMENT"); (c) the bill of sale, in the form attached hereto as EXHIBIT B-3 (xxe "BILL OF SALE"); (d) the instrument of assignment xxx assumption, in the form attached hereto as EXHIBIT B-4 (the "INSTRUMENT OF ASSIGNMENT AND ASSUMPTION"); (e) the applicable assignment agreements designated by the Purchaser, in the forms attached hereto as EXHIBIT C-1 and EXHIBIT C-2 (the "ASSIGNMENTS"), executed by Seller which Purchaser shall send to each tenant under each respectively; (f) a power of attorney in the form attached hereto as EXHIBIT C-3; (g) all tangible embodiments of the Leases promptly after Purchased Intellectual Property, including, without limitation, the Closing.Software and Documentation included in the Purchased Intellectual Property, but with respect to Third Party Intellectual Property Rights only to the extent Seller has the right in connection therewith to provide same; (h) all other tangible and intangible property included in the Purchased Intellectual Property, but with respect to Third Party Intellectual Property Rights only to the extent Seller has the right in connection therewith to provide same; (i) A Seller’s residency certification/exemption, if required by applicable law.an officer's and secretary's closing certificate in form and substance acceptable to Purchaser; (j) A closing instruction letter from Seller to the Escrow Agent.Agreement, in the form attached hereto as EXHIBIT D; and (k) Any such other fundsinstruments, documents, instruments certificates and closing deliverables as Purchaser may reasonably request or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller may require in connection with this Agreement or, if applicable, disclosing any such breachand the transactions provided for herein.

Appears in 1 contract

Samples: Asset Purchase Agreement (Interplay Entertainment Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver deliver, or cause to be delivered delivered, to Escrow Agent Purchaser the following: (ai) A deed executed all of the books and records of the Company to the extent in Seller’s possession or control, including the sales records, income tax returns, organizational documents, record books, minute books, and seal of the Company to the extent in Seller’s possession or control; (ii) the Limited Licenses; (iii) backup copies of applications and Company data for those business applications utilized by the Company and hosted in Seller’s Austin, Texas facilities and as defined in the form of Exhibit E (the “Deed”Schedule 2.02(b)(iii). (biv) A Xxxx a certificate of Sale non-foreign status that complies with Treasury Regulation Section 1.1445-2(b)(2), duly executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”).; (cv) A certification from the Seller as required a certificate duly executed by the Foreign Investors Real Property Tax Actsecretary or any assistant secretary of Seller, dated as of the Closing Date, as amendedto (A) the good standing of Seller in its jurisdiction of incorporation, that (B) Seller’s due authorization regarding the execution, delivery and performance of this Agreement and each other Transaction Document to which Seller is not a “foreign person” party and the transactions contemplated hereby and thereby, (C) no amendments to the “Certificate certificate of Non-Foreign Status”).incorporation or bylaws of Seller since a specified date, and (D) the incumbency and signatures of the officers of Seller executing this Agreement and any other Transaction Document; (dvi) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice Limited Liability Company Membership Interest in the form attached hereto as Exhibit K (the “Tenant Notice”)A, duly executed by Seller; (vii) resignations, dated the Closing Date, duly executed by all Managers appointed by Seller, all officers appointed by Seller which Purchaser shall send to each tenant under each or Seller’s Managers, and all members of the Leases promptly after Operating Committee and any other committee of the Closing.Company designated by Seller’s Managers or Seller; (iviii) A counterparts to any Transaction Documents to which Seller is a party, duly executed by Seller’s residency certification/exemption, if required by applicable law.; and (jix) A closing instruction letter from Seller all other documents and certificates reasonably requested by Purchaser to convey the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying Transferred Interest to Purchaser that Seller has no actual knowledge of any breach by Seller of any of or to otherwise consummate the representations transactions contemplated hereby and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachwhich are customary for similar transactions.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Deltic Timber Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to In connection with the ClosingClosing and subject thereto, Seller shall deliver is delivering (or cause causing to be delivered delivered) to Escrow Agent Buyer the following: (ai) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx Bills of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K A (collectively, the “Tenant NoticeBills of Sale”) executed by Seller or its applicable Affiliate; (ii) the Assignment and Assumption Agreements attached hereto as Exhibit B (collectively, the “Assignment and Assumption Agreement”), executed by Seller which Purchaser shall send or its applicable Subsidiary; (iii) the authorization letter executed by the Seller with respect to each tenant under each the transfer of the Leases promptly after Seller Marks from the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent.Buyer attached hereto as Exhibit C, which the Seller will send to RAILINC via overnight delivery upon the Closing; (kiv) Any other funds, documents, instruments or agreements the Transition Services Agreement attached hereto as Exhibit D (signed by Seller and acknowledged, if appropriatethe “Transition Services Agreement” ) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that or its applicable Subsidiary; (v) the Maumee Office License Agreement attached hereto as Exhibit E (the “Maumee Office License Agreement” ), executed by Seller has no actual knowledge or its applicable Subsidiary; (vi) the Railcar Repair Services Agreement attached hereto as Exhibit F (the “Railcar Repair Services Agreement” ), executed by Seller or its applicable Subsidiary; (vii) the Fleet Management Agreement attached hereto as Exhibit G (the “Fleet Management Agreement” ), executed by Seller or its applicable Subsidiary; (viii) copies of proper UCC financing statement terminations or partial terminations, Surface Transportation Board (“STB”) or Registrar General of Canada (“RGC”) filings, accurately describing the Transferred Rail Assets and Railcar Lease Agreements, or other similar instruments or documents, in form and substance sufficient for filing under applicable Law of any breach and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Lien evidenced by an existing filing of record in the applicable UCC, STB or RGC filing office against the Transferred Rail Assets, related Railcar Lease Agreements and Related Assets; (ix) the consents and waivers attached hereto as Exhibit H (the “Required Consents”, each of which are true and correct and in full force and effect as of the date hereof ); (x) releases of the Liens attached hereto as Exhibit I; (xi) a duly completed and executed IRS Form W-9; and (xii) the Leasing Agreement attached hereto as Exhibit J (the “Leasing Agreement”), executed by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachor its applicable Subsidiary.

Appears in 1 contract

Samples: Asset Purchase Agreement (Andersons, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall execute (as necessary) and deliver to Purchaser (either through escrow or cause to be delivered to Escrow Agent as otherwise provided below) each of the following: documents described below: (ai) A deed executed by Seller, one original Bargain and Sale Deed in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto as Exhibit F; (the “Xxxx ii) two original counterparts of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Acta xxxx of sale and assignment and assumption of Assignable Leases, as amendedAssignable Service Contracts and Assignable Construction Contracts, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K G (the “Tenant NoticeXxxx of Sale and General Assignment”); (iii) one original notice letter to tenants, substantially in the form attached hereto as Exhibit H; (iv) one original notice letter to each vendor or contractor under the Assumed Contracts and the assumed Construction Contracts in the form attached hereto as Exhibit I; (v) Seller’s non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of (a) any existing master property management agreement with Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC Management”), executed (b) any property management company identified in the Company Disclosure Letter (any such entity, together with EQC Management, individually and/or collectively, “Property Manager”), (c) any Affiliated Agreement; (d) all Service Contracts other than the Assumed Contracts; (ix) such transfer tax forms as are required by Seller which Purchaser shall send law, including, but not limited to, a Washington Real Estate Excise Tax Affidavit; (x) a certificate confirming, subject to each tenant under each of the Leases promptly after the Closing. (i) A Section 9.2 below, Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties as if made on the Closing Date (the “Transfer Documents”); (xi) subject to Section 4.4.3 assignments of Seller’s rights to any security deposit that is not in the form of cash; (xii) an affidavit in the form of Exhibit R to the Company Disclosure Letter (“Title Affidavit”) and (xiii) such evidence of Seller’s organization, power and authority as Title Insurer may reasonably request. To the extent that any Service Contract is not to be assigned at Closing in accordance with Section 1 above such contract shall not be assigned (each such contract, a “Terminated Contract”). To the extent any Construction Contract is not to be assigned at Closing in accordance with Section 1 above, and the work thereunder is not completed by the Closing Date, the parties shall in good faith attempt to agree upon a delegation or other transfer of duties and rights thereunder which comply with the terms and conditions of such Construction Contract. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available, Seller in this Agreement orshall leave all of the original Leases, if applicableAssignable Service Contracts, disclosing any such breachkeys, plans and specifications, licenses and permits pertaining to the Property at the Real Property.

Appears in 1 contract

Samples: Real Estate Sale Agreement (Equity Commonwealth)

Seller’s Closing Deliveries. At least one (1) business day prior Closing, each of the Sellers shall deliver the following documents to the ClosingTitle Company for recording and/or delivery to Purchaser or NHP, Seller shall deliver or cause to be delivered to Escrow Agent the followingas applicable: (ai) A deed executed Warranty or Grant Deed with respect to the Real Property and Facility owned by Sellerit (collectively the "Deeds"), which Deeds shall be in the form of Exhibit E (the “Deed”).and substance acceptable to Sellers and Purchaser; (bii) A Xxxx of Sale executed in favor of NHP with respect to the Sellers' Assets described in Sections 1(b) through (g) and (i) (the "NHP Xxxx of Sale") and a Xxxx of Sale in favor of Purchaser or ESC with respect to the Sellers' Assets described in Sections 1(h) and (j) through (l) and with respect to the Assumed Operating Contracts in effect at such Facility (the "Emeritus Xxxx of Sale" and together with the NHP Xxxx of Sale, the "Bills of Sale") and which, in each case, are located at the Real Property and Facility owned by such Seller, which shall be in the form of Exhibit F attached hereto (the “Xxxx of Sale”).and substance acceptable to Seller, NHP and Purchaser or ESC, as applicable; (ciii) A certification from An affidavit executed by each of the Seller as required by the Foreign Investors Real Property Tax ActSellers under penalty of perjury, as amended, stating such Seller's United States taxpayer identification numbers and that such Seller is not a foreign person, in accordance with the Internal Revenue Code, Section 1445(b)(2); (iv) Except with respect to the Facilities located in Shreveport, Louisiana and Folsom, California, either (A) a Termination of the Management Agreement with respect to the Facility owned by such Seller, if Purchaser is licensed as of the Closing Date to operate such Facility (the “Certificate "Management Termination Agreements"), which Management Termination Agreements shall be in form and substance acceptable to Sellers and Purchaser or (B) (i) an Amendment of Non-Foreign Status”the Management Agreement with respect to the Facility owned by such Seller, if Purchaser is not licensed as of the Closing Date to operate such Facility (the "Management Agreement Amendments")., which Management Agreement Amendment shall be in form and substance acceptable to Sellers and Purchaser and (ii) an Interim Sublease (as defined below); (dv) With respect to the Facility located in Shreveport, Louisiana, a Lease Termination Agreement in form and substance acceptable to the applicable Seller and Purchaser; (vi) With respect to the Facility located in Folsom, California, a Lease Termination Agreement and a Termination of Working Capital Agreement, each in form and substance acceptable to the applicable Seller and Purchaser; (vii) An Owner's Affidavit duly executed by each of the Sellers in such form and content as may be reasonably required by the Title Company; (viii) A customary affidavit sufficient Gap Indemnity duly executed by each of the Sellers in such form and content as may be reasonably required by the Title Company; (ix) Such other affidavits and indemnities and other documents as may be customarily and reasonably required for the issuance of the Title Policies in accordance with the terms of the Agreement, including but not limited to, no change affidavits with respect to the ALTA surveys delivered to the Title Company to issue for the Approved Title Policy Lakes, Canterbury Xxxxx and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom Folsom Facilities (the “Title Affidavit”"Existing Surveys"). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.;

Appears in 1 contract

Samples: Purchase and Sale Agreement (Emeritus Corp\wa\)

Seller’s Closing Deliveries. At least one (1) business day prior to On the Closing, Closing Date Seller shall deliver or cause to be delivered at its expense each of the following items to Escrow Agent the followingBuyer: (a) A duly executed and acknowledged deed executed by Selleror deeds conveying the Real Property and the Improvements to Buyer with title as provided in Section 6.3, such deed or deeds to be in the form of Exhibit E (the “Deed”attached hereto as Schedule 8.2(a).; (b) A Xxxx duly executed xxxx of Sale executed by Seller, sale and general assignment conveying the Personal Property to Buyer in the form of Exhibit F attached hereto (the “Xxxx of Sale”as Schedule 8.2(b).; (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Actduly executed assignment and assumption agreement regarding leases, as amendedrents, that Seller is not a “foreign person” deposits, escrow accounts etc. (the “Certificate Assignment of Non-Foreign StatusLeases) in the form attached hereto as Schedule 8.2(c).; (d) A customary affidavit duly executed assignment and assumption of the Assigned Contracts (the “Assignment of Contracts”) and any warranties and guaranties and agreements in the form attached as Schedule 8.2(d). (e) A certificate or certificates of non-foreign status from Seller in the form attached hereto as Schedule 8.2(e); (f) Customary affidavits sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ ), mechanic’s or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Sellerliens from Buyer’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).title policy; (g) A closing statement reflecting Evidence reasonably satisfactory to Buyer and the Purchase Price Title Company of Seller’s authority to convey the Property pursuant to this Agreement in form and all adjustments, prorations, credits, costs substance satisfactory to Buyer and expenses set forth herein (the “Closing Statement”) approved by Seller.Title Company; (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each counterpart original of the Leases promptly after closing statement setting forth the Closing.Purchase Price, the closing adjustments and the application of the Purchase Price as adjusted; (i) A Seller’s residency certification/exemption, if required by applicable law.Original executed notices to tenants regarding the transfer of the Property in the form of Schedule 8.2(i) attached hereto; (j) A closing instruction letter from Seller All books, records, plans, specifications, contracts, agreements and other instruments or documents to the Escrow Agent.extent requested by Buyer and in the possession of Seller related to the construction, operation and maintenance of the Property; (k) Any other funds, documents, instruments Keys to all locks on the Property in Seller’s possession or agreements (signed by Seller and acknowledgedcontrol, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.any;

Appears in 1 contract

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

Seller’s Closing Deliveries. At least one (1) business day prior to On the Closing, Closing Date Seller shall deliver or cause to be delivered at its expense each of the following items to Escrow Agent the followingBuyer: (a) A deed Duly executed by Sellerand acknowledged Deeds conveying the Real Property and the Improvements to Buyer with title as provided in Section 6.3, in the form of Exhibit E (the “Deed”).such Deeds to be as set forth on Schedule 6.4 with respect to each Individual Real Property; (b) A Xxxx duly executed xxxx of Sale executed by Seller, in sale and assignment conveying the form of Exhibit F attached hereto (the “Xxxx of Sale”).Personal Property and Intangible Property to Buyer; (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Actduly executed assignment and assumption agreement regarding leases, as amendedrents, that Seller is not a “foreign person” contracts, deposits, escrow accounts etc. (the “Certificate Assignment of Non-Foreign StatusLeases”).; (d) A customary affidavit duly executed assignment and assumption of the Assigned Contracts and the Intangible Property (the “Assignment of Contracts”) together with original counterparts of the Assigned Contracts and any warranties and guaranties and agreements governing the Intangible Property; (e) A certificate or certificates of non-foreign status from Seller; (f) Customary affidavits sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) Leases and mechanics’ those claiming under or through them), mechanic’s or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Sellerliens from Buyer’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).title policy; (g) A closing statement reflecting Evidence reasonably satisfactory to the Purchase Price Title Company of Seller’s authority to convey the Property pursuant to this Agreement, in form and all adjustments, prorations, credits, costs substance satisfactory to Buyer and expenses set forth herein (the “Closing Statement”) approved by Seller.Title Company; (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each counterpart original of the Leases promptly after closing statement setting forth the Closing.Purchase Price, the closing adjustments and the application of the Purchase Price as adjusted; (i) A Original, fully executed tenant estoppel certificates or Seller’s residency certification/exemption, if required by applicable law.warranty and representation as provided in Section 7.2(d) (j) A closing instruction letter from Seller to the Escrow Agent.Original, fully executed SNDAs as provided in Section 7.2(e); (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriateOriginal executed notices to tenants regarding the transfer of the Property in the form of Schedule 8.2(k) reasonably necessary to effectuate the transaction contemplated by this Agreement.attached hereto; (l) A duly executed Management Contract (as hereinafter defined); (m) Any and all transfer tax returns, declarations of value or other documents required under applicable law or necessary for recordation of the Deeds; (n) Evidence that all Property Contracts (other than the Assigned Contracts and as otherwise provided in Section 4.2(e)) have been terminated; (o) All books, records, plans, specifications, contracts, agreements and other instruments or documents to the extent requested by Buyer and in the possession of Seller related to the construction, operation and maintenance of the Property; (p) Keys to all locks on the Property in Seller’s possession or control, if any; and (q) A certificate executed by from Seller certifying to Purchaser stating that Seller has no actual knowledge all representations and warranties set forth in Section 4.1 hereof remain true, accurate and complete in all material respects as of any breach by Seller of the Closing Date or, if any of the representations and warranties made by Seller in this Agreement orare not true, if applicableaccurate or complete, disclosing stating with specificity any such breachexceptions thereto.

Appears in 1 contract

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

Seller’s Closing Deliveries. At least one (1a) business day prior Subject to SECTION 2.5, at the Closing, Seller shall will execute (as applicable) and deliver (or cause to be delivered delivered) to Escrow Agent Purchaser the following, at the expense of Seller and in proper form for recording and/or registration (as the case may be) in all relevant jurisdictions when appropriate: (ai) A deed executed by Sellerbills of sale and general assignments, each in the form of Exhibit E attached as EXHIBIT A (the “Deed”).each, a "BILL OF SALE") from: (bA) A Xxxx of Sale executed by SellerSeller to Purchaser, and (B) Healthcare Sub to Purchaser; (ii) stock transfer powers, each in the form attached as EXHIBIT B, or, with respect to the India Sub Shares, share transfer deeds/forms in the prescribed format (each, a "STOCK POWER"), in each case together with all applicable stock certificates, to effect the transfer of: (A) the GBS India Shares from GBS to Purchaser; (B) the Seller India Shares from Seller to TEFIS; and (C) all of Exhibit F attached hereto the capital stock of Canada Sub from Seller to AGCC; (iii) all documents as may be reasonably requested by Purchaser to evidence and effectuate the conveyance of the Transferred Intellectual Property, each in form and substance satisfactory to Purchaser and duly stamped where required in accordance with applicable Law (the “Xxxx "IP TRANSFER DOCUMENTS"); (iv) such other instruments or deeds of transfer conveying and transferring to Purchaser title to any of the Assets as contemplated herein or by any Schedule as provided in this Agreement (together with the Bill of Sale, the Stock Powers, and xxe IP Transfer Documents, the "TRANSFER DOCUMENTS").; (cv) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, an assumption agreement in the form of attached as Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing C (the “General Assignment”"ASSUMPTION AGREEMENT").; (fvi) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice a transition services agreement in the form attached hereto as Exhibit K D (the “Tenant Notice”"TRANSITION SERVICES AGREEMENT"), executed ; (vii) a non-competition agreement in the form attached hereto as Exhibit E (the "Non-Compete"); (viii) a license agreement in the form of EXHIBIT F hereto (the "LICENSE AGREEMENT"); (ix) a Certificate of Non-United States Real Property Interest in the form attached hereto as EXHIBIT G; (x) a certificate of the President of Seller dated as of the Closing Date to the effect that the statements set forth in SECTIONS 8.1(A) and (B) are true and correct (the "SELLER COMPLIANCE CERTIFICATE"); and (xi) all other documents and papers required to be delivered by SECTION 8.1 as conditions to the Closing and such other documents and papers with respect to the corporate and other proceedings contemplated by this Agreement and the Acquisition Agreements (including such documentation as has been theretofore received by Seller which relating to Approvals of third Persons that Seller is required to obtain hereunder as a condition of Closing) as Purchaser shall send reasonably request. (b) Seller, which is a non-resident of Canada, shall have delivered to each tenant under each Purchaser a certificate pursuant to Section 116 of the Leases promptly after ITA and any corresponding provision of an applicable provincial Law (each a "WITHHOLDING CERTIFICATE") or, if any such certificate is not delivered at the Closing., Seller hereby acknowledges and agrees that such amount of the allocation of the Purchase Price attributable to the shares of Canada Sub as may be required to be withheld under applicable Law (the "WITHHELD AMOUNT") will be withheld by Purchaser as required by Law and: (i) A at the Closing, deposited in escrow with an independent escrow agent mutually satisfactory to Purchaser and Seller (the "ESCROW AGENT") at Seller’s residency certification/exemption's expense pursuant to an escrow agreement among Seller, Purchaser and the Escrow Agent in form and substance reasonably satisfactory to the parties thereto, and (ii) if no Withholding Certificate is delivered to Purchaser prior to the date Purchaser is required by applicable law. (j) A closing instruction letter from Seller Law to remit the Withheld Amount to the applicable Governmental Authority (subject to any written extension of time to make such remittance by the applicable Governmental Authority), Purchaser and Seller shall cause the Escrow AgentAgent to release the Withheld Amount from escrow to Purchaser, whereupon Purchaser shall remit the Withheld Amount to the applicable Governmental Authority. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Computer Horizons Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall execute and deliver or cause to be delivered to Escrow Agent Purchaser the following: (a) A deed executed by Seller, in the form of Exhibit E 4.2.1 a “special” Warranty Deed (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K G, subject to the exceptions listed on Exhibit F attached hereto and any other matters which become Permitted Exceptions pursuant to Section 3 above; 4.2.2 a xxxx of sale in the form attached hereto as Exhibit H; 4.2.3 a letter advising tenants under the Leases of the change in ownership of the Property in the form attached hereto as Exhibit I (the “Tenant NoticeSeller’s Form Notice Letter”); 4.2.4 an Assignment and Assumption of Leases, executed by Security Deposits and Service Contracts in the form attached hereto as Exhibit J (the “Assignment of Leases, Security Deposits and Service Contracts”); 4.2.5 an Assignment and Assumption of Intangibles in the form attached hereto as Exhibit K; 4.2.6 an affidavit stating, under penalty of perjury, Seller’s U.S. taxpayer identification number and that Seller which Purchaser shall send to each tenant under each is not a foreign person within the meaning of Section 1445 of the Leases promptly after the Closing.Internal Revenue Code; (i) A 4.2.7 such evidence of Seller’s residency certification/exemptionpower and authority as Title Insurer may reasonably require, if required by and any additional documents that Escrowee, Title Insurer, or any applicable law. (j) A closing instruction letter from Seller to governmental authority may reasonably require for the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate proper consummation of the transaction contemplated by this Agreement.; 4.2.8 a closing statement (l) A the “Closing Statement”), as required by Section 4.4 below, setting forth the prorations and adjustments to the Purchase Price; 4.2.9 subject to the provisions of Sections 7.3 and 10.6, a certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the updating Seller’s representations and warranties set forth in Section 10.1 as if made on the Closing Date (including an update of the Rent Roll (as hereinafter defined) in the form of the Rent Roll attached hereto as Exhibit L dated no earlier than three (3) business days prior to the Closing Date); 4.2.10 an Owner’s Affidavit in the form attached hereto as Exhibit Q (or otherwise in form reasonably required by Seller the Title Insurer, and reasonably acceptable to Seller) and a Personal Understanding (GAP) in this Agreement orthe form attached hereto as Exhibit R (or otherwise in form reasonably required by the Title Insurer, if applicableand reasonably acceptable to Seller); and 4.2.11 to the extent in Seller’s possession and control, disclosing any such breachoriginal Leases, Service Contracts, Personal Property and Intangible Property (to the extent deliverable) being conveyed hereunder and keys (all of which may be delivered to Purchaser outside of escrow at the Property).

Appears in 1 contract

Samples: Real Estate Sale Agreement (Resource Real Estate Opportunity REIT II, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller and/or Company shall deliver or cause to be delivered to Escrow Agent the followingBuyer: (a) A deed executed a certificate, dated as of the Closing Date, of an officer of Company certifying that (x) the representations and warranties of Company herein contained shall be true at the Closing Date with the same effect as though made at such time, except to the extent qualified by Sellerthe Company Disclosure Schedule, in (y) Company shall have performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the form of Exhibit E Closing Date, and (the “Deed”).z) there has been no event or occurrence which has had, or is reasonably likely to have, a Material Adverse Effect on Company; (b) A Xxxx a certificate, dated as of Sale the Closing Date, of an officer of Seller certifying that (x) the representations and warranties of Seller herein contained shall be true at the Closing Date with the same effect as though made at such time, except to the extent qualified by the Company Disclosure Schedule and (y) Seller shall have performed all obligations and complied with all covenants and conditions required by this Agreement to be performed or complied with by it at or prior to the Closing Date; (c) certificates representing the Stock, properly endorsed for transfer to or accompanied by a duly executed stock power in favor of Buyer or its nominee as Buyer may have directed prior to the Closing Date and otherwise in a form acceptable for transfer on the books of Company; (d) a letter from LaSalle Bank National Association or an amendment to the LaSalle Agreement releasing and discharging Company from any obligation under the Loan and Security Agreement dated December 21, 2006 by and among LaSalle Bank National Association, Seller, Company and Zanett Commercial Solutions, Inc., as subsequently amended, restated or otherwise supplemented (the “LaSalle Agreement”) and any other documents and agreements related thereto in a form reasonably satisfactory to Buyer (the “Release Letter”) and the release of any liens in favor of LaSalle Bank National Association encumbering any of Company’s assets; (e) a canceled original promissory note from Emral Holdings Limited; (f) the consents and approvals as set forth on Schedule 3.5(a); (g) written resignations by each of the officers and directors of Company in office immediately prior to the Closing Date; (h) a certificate, dated as of the Closing Date, of the Secretary or an Assistant Secretary of Company evidencing all necessary or appropriate corporate action to enable Company to comply with the terms of this Agreement; (i) a certificate, dated as of the Closing Date, of the Secretary or an Assistant Secretary of Seller evidencing all necessary or appropriate corporate action to enable Seller to comply with the terms of this Agreement; (j) a certificate of good standing for Company issued by the Delaware Secretary of State and dated within a reasonable period prior to the Closing; (k) a certificate of good standing for Company issued by the Colorado Secretary of State and dated within a reasonable period prior to the Closing; (l) good standing bring-down certificates for Company issued as of the date of the Closing; (m) the opinion of Seller’s and Company’s counsel substantially in the form of Exhibit F attached hereto (the “Xxxx of Sale”).and otherwise satisfactory to Buyer and its counsel; (cn) A certification from the Seller as required by the Foreign Investors Real Property Tax ActSecurity Agreement, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment duly executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).; (fo) An Assignment of Leases Retention Agreements, duly executed by SellerCompany and the requisite number of Other Employees, as specified in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).Section 6.3 hereof; and (gp) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Sellersuch other documents as Buyer or its counsel may reasonably require. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Stock Purchase Agreement (Zanett Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall Sellers will deliver or cause to be delivered Buyer the following documents, duly executed as required, and each in form and substance reasonably acceptable to Escrow Agent the followingBuyer and its counsel: (a) A deed executed by Seller, motor vehicle transfer/tax forms transferring the automobiles comprised in the form Acquired Assets to Buyer, free and clear of Exhibit E all Liens (one for each automobile) and duly endorsed certificates of title for the “Deed”automobiles evidencing that title to such vehicles are held in Buyer and are free and clear of all Liens (one for each automobile).; provided, however, that as to all such vehicles which are covered by leases from Wheels, Inc., as referenced above, Buyer recognizes that Wheels, Inc. will cause new certificates of title to be issued and delivered to Buyer after Closing according to the standard procedures of the applicable states regarding such matters; (b) A Xxxx of Sale the Registration Rights Agreement, duly executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”).SCI New Mexico; (c) A certification from a xxxx of sale conveying the Seller as required by applicable Acquired Assets to Buyer, in form and substance reasonably acceptable to Buyer; (d) an Assignment and Assumption Agreement assigning to Buyer all of the Foreign Investors Real Property Tax ActAssumed Contracts; (e) an assignment agreement assigning to Buyer (and/or to Buyer’s Trustee, as amendedappropriate), all Trust Funds, insurance policies and Receivables related to the Pre-/At-Need Contracts (other than those specified in Section 5.5); (f) a certificate of Sellers, to the effect that the conditions set forth in Sections 6.2(a), (b) and (f) hereof have been satisfied; (g) a certificate of each Seller to the effect that such Seller is not a foreign person” person within the meaning of Section 1445 of the Code (the “Certificate of Non-Foreign Status”or any comparable law).; (dh) A customary affidavit sufficient for Special Warranty Deeds conveying to Buyer title in fee simple to the Owned Real Property; (i) Intentionally Omitted; (j) fully executed counterparts of any and all required transfer tax forms; (k) such title affidavits, opinions and indemnities as may be requested by the Title Company to issue the Approved Title Policy and policy to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement.Buyer; (l) A certificate executed by Seller certifying written evidence reasonably satisfactory to Purchaser that Seller has no actual knowledge of any breach by Seller of any the Buyer of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.Hillcrest Deed Restriction;

Appears in 1 contract

Samples: Asset Purchase Agreement (Stonemor Partners Lp)

Seller’s Closing Deliveries. At least one (1) business day or prior to the Closing, Seller shall execute and deliver or cause to be delivered to Escrow Agent (or as otherwise expressly provided below) each of the following: documents described below: (a) A one original duly executed and acknowledged special warranty deed executed by Sellerfor the Property conveying fee simple title to the Property to Purchaser, in the form of attached here to as Exhibit E F (the “Deed”). ; (b) A Xxxx one original Seller’s non-foreign affidavit in the form attached hereto as Exhibit G, which shall be duly executed and delivered by the transferor (within the meaning of Sale Code Section 1445) of the Property; (c) one duly executed counterpart of the Closing Statement (as defined in Section 4.4 below); (d) such evidence of Seller’s power and authority to execute this Agreement and related documents as Title Insurer may reasonably request; (e) any transfer tax statement, affidavit, declaration and/or filing that may be required by Sellerthe state, county and/or municipality, as applicable, in which the Property is located to record the Deed; (f) such other instruments and documents which shall be reasonably necessary in connection with the transaction contemplated herein and which do not impose, create, or potentially create any liability or expense upon Seller not expressly required under this Agreement; (g) two original counterparts duly executed and acknowledged by Seller of a Lease, in the form of Exhibit F attached hereto as Exhibit H, whereby Seller, as “Tenant”, shall lease the Property back from Purchaser, as “Landlord”, in accordance with the terms thereof (the “Xxxx of SaleLease”). ; (ch) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment two original counterparts duly executed by Seller, in the form Seller of Exhibit H attached hereto assigning an assignment agreement transferring to Purchaser all of Seller’s right, title and interest under in any Intangible Property relating to the service contracts to be assigned to Purchaser at Closing Property, if any, in the form attached hereto as Exhibit I (the “General Assignment”). ; (fi) An Assignment of Leases an estoppel certificate with respect to the Lease executed by SellerSeller (as the “Tenant” under the Lease) in the form required by the Lease, reflecting no defaults thereunder; (j) an original Owner’s Affidavit duly executed by Seller in the form of Exhibit I C attached hereto [ ]; (k) one original Gap Indemnity duly executed by Seller in the form of Exhibit D attached hereto, assigning to Purchaser all ; (l) an original xxxx of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved sale duly executed by Seller. (h) A notice Seller in the form attached hereto as Exhibit K (the “Tenant NoticeXxxx of Sale”); (m)[ ], executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (in) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.[

Appears in 1 contract

Samples: Purchase and Sale Agreement (Amerant Bancorp Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the time of Closing, Seller Seller, at its sole cost and expense, shall deliver to Purchaser, Property Sub, or cause to be delivered to Escrow Agent Agent, as applicable, the following:following items and documents (which documents shall be in form and substance as required herein or otherwise reasonably satisfactory to Purchaser): (a) A deed executed by SellerSpecial Warranty Deed from S2 TIC Subsidiaries to Property Sub, subject to no exceptions other than the Permitted Exceptions, in the form of Exhibit E (the “Deed”).E. (b) A Xxxx To the extent there are any differences between the legal description of Sale executed by the Land contained in the Survey and the legal description of the Land attached hereto as Exhibit A, then S2 TIC Subsidiaries shall also deliver to Property Sub a quitclaim deed (i.e., a transfer without representation or warranty) utilizing the legal description of the Land contained in the Survey, in a form and substance mutually acceptable to Purchaser and Seller. (c) Bill of Sale, whereby S2 TIC Subsidiaries convey the Personal Property to Property Sub, in the form of Exhibit F attached hereto F. (d) General Assignment and Assumption Agreement from S2 TIC Subsidiaries to Property Sub, in the “Xxxx form of Sale”)Exhibit G; (e) The BR Allure Venture Agreement, executed by S2 Subsidiary. (cf) Owner’s Affidavit(s) in a form provided by the Title Company (“Owner’s Affidavit”), duly executed by S2 TIC Subsidiaries. (g) A certification from the non-imputation affidavit duly executed by Seller as or any affiliates required by the Title Company, together with any and all indemnities or other documents, information, or other materials required from Seller or any affiliates required by the Title Company, in such form(s) as may be required by the Title Company in order to issue at Closing a non-imputation endorsement to the Title Policy, without exception for matters known to Seller. (h) To the extent in Seller’s or Seller’s agent’s possession or control, all original (or copies if originals are not in Seller’s or Seller’s agent’s possession or control) licenses and permits pertaining to the Property and which may be required for the use or occupancy thereof, including without limitation, rental licenses, permanent certificates of occupancy and certificates of non-conforming use (if applicable) for the Improvements. (i) All guaranties and warranties which Seller or S2 TIC Subsidiaries have received in connection with any work or services performed, or to be performed with respect to, or equipment installed in the Property. (j) An Affidavit of Non-Foreign Investors Real Property Tax ActStatus, as amendedexecuted by Sxxxxx, certifying that Seller is not a “foreign person” (pursuant to Section 1445 of the “Certificate Internal Revenue Code of Non-Foreign Status”)1986, as amended, and the regulations promulgated thereunder. (dk) A customary affidavit sufficient Such affidavits, indemnities and other deliveries as are required by the Title Company and in a form reasonably acceptable to the Title Company (including, without limitation, evidence of the legal existence and good standing of Seller under the laws of the State(s) of its formation and of the power and authority of the individual(s) executing and delivering this Agreement and the instruments and certificates described herein on behalf of Seller to act for and bind Seller) in order for the Title Company to issue deliver the Approved Title Policy and to delete any exceptions Property Sub for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment Property, executed by SellerSeller (or such other persons as may be required by the Title Company), in the form of Exhibit H attached hereto assigning to Purchaser all of Sellerincluding, without limitation, an owner’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice affidavit in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement.I. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any completed Form 1099S, or effective equivalent thereof, describing the sale of the Property. (m) All books, records, property maintenance and other files (on computer disc, if available) maintained by S2 TIC Subsidiaries, Seller, or by their agents, with respect to the Property to the extent such items are in the possession or control of Seller or its agents. (n) Any and all plans and specifications in the possession or control of Seller or its agents pertaining to the Property. (o) A certification that all representations and warranties made by Seller in this Agreement orare true and correct in all material respects on the Closing Date, if applicablein the form attached hereto as Exhibit J, disclosing any such breachexecuted by Seller. (p) All lease files relating to the Property maintained by S2 TIC Subsidiaries and Seller or their agents, including, without limitation, originals of all amendments and modifications of the Leases and original counterparts of all guarantees thereunder, and copies of all correspondence and other contents of Seller’s and S2 TIC Subsidiaries’ Lease files for all Tenants. (q) An executed closing or settlement statement mutually acceptable to Seller and Pxxxxxxxx, executed by Sxxxxx. (r) Updated Rent Roll in the same form and containing the same categories of information as the Rent Roll attached to this Agreement as Exhibit D, certified as true and accurate as of a date not earlier than three (3) days prior to the Closing Date. (s) Security deposit/walk-through statements. (t) A notice to tenants, duly executed by S2 TIC Subsidiaries, advising tenants of the sale of the Property and directing that rent and other payments after the Closing be sent to Purchaser at the address provided by Purchaser at the Closing (the “Tenant Notice”), in the form attached hereto as Exhibit N. (u) The property management agreement, in the form attached to the BR Allure Venture Agreement, as executed by S2 NC Management, LLC, a North Carolina limited liability company. (v) Such other documents as may be reasonably required to effectuate the transactions contemplated by this Agreement and/or to effectuate the closing of the transaction contemplated hereunder.

Appears in 1 contract

Samples: Contribution Agreement (Bluerock Homes Trust, Inc.)

Seller’s Closing Deliveries. At least one (1) business day On or prior to the Closingdate hereof, Seller shall deliver or deliver, and Seller Parent shall cause Seller to be delivered delivered, to Escrow Agent Buyer the followingfollowing in form and substance satisfactory to Buyer, acting reasonably: (a) A deed share certificates representing the Purchased Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed by Sellerin blank, in either case by the form holders of Exhibit E (record, together with evidence satisfactory to Buyer that Buyer or its nominee(s) have been entered upon the “Deed”).books of Covalon US HoldCo as the holder of the Purchased Shares; (b) A Xxxx a certificate of Sale executed by status, compliance, good standing or like certificate with respect to Seller, in Seller Parent and each of the form Purchased Corporations issued by appropriate government officials of Exhibit F attached hereto (the “Xxxx their respective jurisdictions of Sale”).incorporation; (c) A certification from a duly executed resignation and release of the Seller Purchased Corporations, effective as required at the Closing, by each existing director and officer of the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).Purchased Corporations; (d) A customary affidavit sufficient for certified copies of: (A) the Title Company charter documents and by-laws of Seller and Seller Parent; (B) the resolutions of the board of directors of Seller and Seller Parent approving the execution, delivery and performance of this Agreement and the Transaction Documents, as applicable; and (C) a list of the directors and officers authorized to issue sign this Agreement and the Approved Title Policy Transaction Documents on behalf of Seller and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).Seller Parent, together with their specimen signatures; (e) A General Assignment executed by Sellercertified copies of: (A) the charter documents and by-laws of each Purchased Corporation; (B) the resolutions of the board of directors and sole shareholder of each Purchased Corporation approving the execution, in delivery and performance of this Agreement and the form Transaction Documents; and (C) a list of Exhibit H attached hereto assigning the directors and officers authorized to Purchaser all sign this Agreement and the Transaction Documents on behalf of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).each Purchased Corporation, together with their specimen signatures; (f) An Assignment of Leases duly executed by Seller, in Payoff Letters and the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).Call Option Notice; (g) A closing statement reflecting evidence that all security interests and other Liens on the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (Purchased Shares and/or in any assets of the “Closing Statement”) approved by Seller.Purchased Corporations have been released prior to or shall be released in connection with the Closing; (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”)Transition Services Agreement, duly executed by the Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.Parent; (i) A the Escrow Agreement, duly executed by the Seller’s residency certification/exemption, if required by applicable law.; (j) A closing instruction letter from Seller to copies of all: (A) filings, notifications and Authorizations described in Section 3.1(c) of the Escrow Agent.Disclosure Schedules; and (B) consents, approvals and waivers described in Section 3.1(d) of the Disclosure Schedules; (k) Any other fundsevidence and deliverables of the pre-closing transactions of the Purchased Corporations in accordance with the steps set out in Section 6.1(k) of the Disclosure Schedules, documentsincluding, instruments or agreements without limitation, the transfer of the Pre-Closing Transferred Assets and the Pre-Closing Transferred Liabilities immediately prior to the execution of this Agreement to Covalon Technologies (signed by Seller and acknowledgedUSA) Ltd. (collectively, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement.“Pre-Closing Transactions”); (l) A a completed and executed (i) certificate executed by Seller from each of Covalon US HoldCo and Covalon US OpCo certifying to Purchaser that Seller each of Covalon US HoldCo and Covalon US OpCo is not, and has no actual knowledge of any breach by Seller of any not been during the shorter of the representations periods specified in Section 897(c)(1)(A) of the Code, a “United States real property holding corporation” for purposes of Sections 897 and warranties made 1445 of the Code as required by Seller Treasury Regulations Section 1.1445-2(c)(3) and (ii) notice to the IRS, in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2) dated as of the Closing Date, together with written authorization for Buyer to deliver such notice to the IRS on behalf of Xxxxxxx US HoldCo and Covalon US OpCo after the Closing Date, in each case, in a form reasonably acceptable to Buyer; and (m) such other customary instruments of transfer, assumption, filings or documents, as may be required to give effect to this Agreement or, if applicable, disclosing any such breachAgreement.

Appears in 1 contract

Samples: Share Purchase Agreement

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Seller’s Closing Deliveries. At least one (1) business day or prior to the Closing, Seller the Sellers shall deliver deliver, or cause to be delivered delivered, to Escrow Agent Purchaser the following: (ai) A deed share certificates representing in the aggregate all of the issued and outstanding Company Shares and share certificates representing all of the share capital of the Acquired Companies or alternatively share certificate indemnities for any original lost share certificates; (ii) duly executed and/or endorsed by each Seller, in stock transfer forms providing for the form transfer of Exhibit E the Company Shares from each Seller into the name of Purchaser and the execution and delivery of this Agreement (the “DeedTransaction Documents”).; (biii) A Xxxx a copy of Sale executed the minutes of a meeting of the directors of each Seller as applicable authorizing the execution by the respective Seller of this Agreement (and any other documents referred to in this Agreement to which it is, or will be, a party), such a copy of the minutes being certified as true and correct by a director or the secretary of such Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”).; (civ) A certification a deed of waiver from the Seller as required by Sellers waiving any claims or rights it may have against the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).Acquired Companies; (dv) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy a copy (certified as true and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed correct by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of a Seller’s interest Solicitor) of any power of attorney under the service contracts which this Agreement, or any document referred to be assigned in this Agreement is, or is to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”)be, executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller on behalf of any of the representations parties (other than the Purchaser); (vi) resignation letters, in the agreed form and warranties made executed as deeds, from each of Gxxxxx Xxxx Xxxxxx (Director), Jxxx Xxxxxx Mxxx Xxxxxx (Director), Nxxxxx Xxxxx (Director), Pxxxxx Xxxxxx (Secretary) and Mxxxxxx Xxxxxxx (Secretary) resigning all their respective offices as an consultant, director and/or secretary of the Company and the Acquired Companies and appointing such individuals as the Purchaser shall direct; (vii) Copies of all Consents, permits, approvals, registrations and waivers necessary or appropriate for the consummation by the Sellers of the sale of the Company Shares to Purchaser and the Transaction; and (viii) the Seller in this Agreement or, if applicable, disclosing any such breachClosing Certificate; and (ix) the Working Capital Statement signed by each Seller and the Purchaser.

Appears in 1 contract

Samples: Share Purchase Agreement (Esports Entertainment Group, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall will deliver or cause to be delivered to Escrow Agent Buyer the followingfollowing items against delivery of items specified in Article 12 below: (a) A deed executed by Seller, The certificate representing the Shares duly endorsed in the form of Exhibit E (the “Deed”).blank or with stock powers duly endorsed in blank; (b) A Xxxx of Sale certificate executed by Sellerthe President or other duly authorized officer of Seller certifying that all corporate action on the part of Seller necessary to authorize the execution, in delivery and performance of this Agreement and the form of Exhibit F attached hereto (the “Xxxx of Sale”).transactions contemplated thereunder by Seller has been duly taken; (c) A certification from the Seller as required certificate executed by the Foreign Investors Real Property Tax ActPresident or other duly authorized officer of Seller certifying that (i) all representations and warranties of Seller contained in this Agreement are true and correct on and as of the Closing Date as if made on and as of such Closing Date (except that any representations and warranties that are made as of a particular date and which relate solely to a particular date or period shall be certified as true and correct as of such date and for such period) except as would not in the aggregate have a Material Adverse Effect (ignoring, as amendedfor this purpose, that any materiality qualifier in any such representation or warranty); and (ii) Seller is not a “foreign person” (has performed and complied in all material respects with all of its obligations under this Agreement which are to be performed or complied with prior to or on the “Certificate of Non-Foreign Status”).Closing Date; (d) A customary affidavit sufficient for Duly executed resignations from all of the Title Company to issue Companies' directors and officers effective as of the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).Closing Date; (e) A General Assignment executed by Seller, Copies of any documents evidencing that the conditions precedent to the sale of the Shares as set forth in the form Article 10 of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).this Agreement have been satisfied; (f) An Assignment Copies of Leases executed by Seller, in any and all consents and approvals listed on Schedule 6.1 that have been obtained prior to the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).Date; (g) A closing statement reflecting Certificates issued within fifteen (15) days prior to Closing by each of the Purchase Price regulatory authorities having jurisdiction over the Insurance Companies in the states listed on Schedule 4.18, evidencing the licensure and all adjustments, prorations, credits, costs and expenses set forth herein (good standing of the “Closing Statement”) approved by Seller.Companies; (h) A notice in certificate issued within fifteen (15) days prior to Closing by the form attached hereto as Exhibit K (Illinois Department of Insurance evidencing the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each licensure and good standing of the Leases promptly after the Closing.Insurance Companies in Illinois; and (i) A Seller’s residency certification/exemption, if required by applicable law. The Companies' minute books (j) A closing instruction letter from Seller to including the Escrow Agent. (k) Any other funds, documents, instruments original or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any a certified copy of the representations Certificate of Incorporation and warranties made by Seller in this Agreement orBylaws), if applicablestock record books, disclosing any such breachand corporate seals.

Appears in 1 contract

Samples: Stock Purchase Agreement (Unitrin Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver deliver, or cause to be delivered delivered, to Escrow Agent the followingand Buyer, as applicable: (a) 8.2.1 A deed executed by Sellerspecial warranty deed, or its equivalent in the form of Exhibit E state where the Real Property is located (the “Deed”). (b) A Xxxx of Sale , on Seller’s approved form, fully executed and properly acknowledged by Seller, in . The Seller and Buyer agree that the form of Exhibit F attached hereto following conditions and restrictions (the “Xxxx Conditions”) shall appear in the deed of Sale”). conveyance: (ci) A certification from Buyer, their successors and assigns shall not manufacture, keep for sale, or sell on the Seller subject property any alcoholic beverages or intoxicating liquors; (ii) Buyer, its successors and assigns shall not operate a place of public entertainment or amusement (as required defined by local statutes) on the Foreign Investors Real Property Tax Actsubject property; and (iii) Buyer, as amendedits successors and assigns shall not permit on the subject property a nuisance or offensive activity which is an annoyance or a nuisance to a church or private dwelling located nearby. The foregoing Conditions shall be binding upon all persons now having or hereafter acquiring any right, that Seller is not a “foreign person” title or interest in the property conveyed herein (the “Certificate of Non-Foreign StatusSubject Parcel”)., or any part thereof, and shall be included in the Deed. In the event that Buyer or any of Xxxxx’s heirs, successors or assigns sells or transfers the Subject Parcel, Buyer shall cause the Conditions to be included in the deed to the grantee in that transaction. In the event of breach of any of the Conditions, Seller shall have the right to obtain an injunction enforcing the Conditions and shall be entitled to reasonable attorneys’ fees and costs from Buyer incurred in the enforcement thereof. A breach of any of the Conditions, or injunctive relief obtained by Seller by reason of such breach, shall not defeat or render invalid the lien of any mortgage or deed of trust made in good faith and for value as to the Subject Parcel or any part thereof, but the Conditions shall be binding upon, and effective against, any owner whose title to the Subject Parcel or any part thereof, is acquired by foreclosure, trustee’s sale or otherwise. All and each of the Conditions shall in all respects terminate, expire and end and be of no further effect either legal or equitable and shall not be enforceable if: (d1) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ Buyer or materialmenXxxxx’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Sellerheirs, in the form of Exhibit H attached hereto assigning to Purchaser successors or assigns, demolish all of Seller’s interest under buildings on the service contracts Subject Parcel; or (2) a period of 50 years expires from the date of the recording of this conveyance. Buyer acknowledges that Seller has informed Xxxxx that the premises described in the Deed and the structures located thereon have not been tested for and cannot be confirmed to be assigned free from asbestos. Buyer hereby releases Seller from any liability to Purchaser Buyer with regard to asbestos found on said premises and/or structures and Xxxxx further agrees that Buyer will indemnify and save and hold Seller harmless from any injury or damage to persons or property caused by or resulting from contact, directly or indirectly, with asbestos on the above-described premises and/or structures. In the case of renovation, demolition or other occurrence requiring handling, repair or removal of asbestos or materials containing asbestos, Buyer hereby agrees to remove, cover or repair said materials at Buyer’s own expense and to comply with the requirements pertaining to asbestos on the said premises and structures, as law may from time to time require. The requirements and provisions of this paragraph shall survive Closing (and similar language shall be contained in the “General Assignment”)Deed. (f) 8.2.2 An Assignment of Leases affidavit on Seller’s approved form, fully executed and properly acknowledged by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”as required by Internal Revenue Code Section 1445(b)(2).; (g) 8.2.3 Intentionally deleted 8.2.4 A closing settlement statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved signed by Seller., which is reasonably acceptable to Seller and accurately reflects the payments, credits and prorations required herein; and (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any 8.2.5 Such other funds, documents, instruments and documents as may be reasonably requested by Buyer or agreements (signed by Seller and acknowledged, if appropriate) Escrow Agent or reasonably necessary to effectuate effect or carry out the transaction contemplated by purposes of this Agreement; provided, however, that such funds, instruments and documents shall be subject to Seller’s prior approval thereof, which approval shall not be unreasonably withheld. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase and Sale Agreement

Seller’s Closing Deliveries. At least one On or before the Closing Date (1) business day prior to the Closingexcept as otherwise set forth below), Seller shall deliver will deposit, or cause to be delivered to deposited, the following into escrow with Escrow Agent the following(except as otherwise set forth below) with respect to each Membership Interest, Individual Hotel or Hotel Portfolio (as applicable), with all documents having been duly executed and, if to be recorded, acknowledged, by such party: (ai) A deed executed by Seller, an assignment and assumption of membership interests in the form of attached hereto as Exhibit E C, without recourse, representation or warranty except as set forth herein or therein, with respect to the applicable Membership Interests for each Hotel Portfolio to be conveyed to Buyer (the each, an DeedAssignment and Assumption Agreement”).; (bii) A Xxxx an affidavit from each Selling Entity (or if it is a disregarded entity for U.S. federal income tax purposes, the Person treated as owning all of Sale executed by Seller, in such Selling Entity’s assets for U.S. federal income tax purposes) pursuant to Section 1445(b)(2) of the form of Exhibit F attached hereto Code certifying that such Selling Entity (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Actor such Person, as amended, that Seller applicable) is not a “foreign person” (within the “Certificate meaning of Non-Foreign Status”).Section 1445(f)(3) of the Code, in each case, dated as of the Closing Date and in form and substance reasonably satisfactory to Buyer; (diii) A customary affidavit sufficient an IRS Form W-9 (or such other documentation permitted under the Code, Treasury Regulations or IRS guidance in effect as of the Closing Date) duly completed and executed by THL Seller to establish an exemption from withholding under Section 1446(f) of the Code; (iv) a counterpart to the Loan Release and Modification Documents for any Existing Loan for which a Loan Release and Modification is being consummated; (v) a counterpart to the Title Company Franchise Approval Documents; (vi) a counterpart to issue the Approved Title Policy Marriott Manager Approval Documents; (vii) a counterpart to a termination of each Terminated Management Agreement; (viii) a counterpart to the Ground Lease Approval Documents; (ix) a counterpart to a guaranty executed by from one or more creditworthy entities proposed by Seller and reasonably acceptable to Buyer, guaranteeing Seller’s obligations under Section 3.8 hereof and Section 4.1(z) hereof in form and substance reasonably acceptable to Buyer; (x) the originals, or, if unavailable (and to delete any exceptions for parties in possession the extent not previously provided to Buyer), copies of all Permits (other than tenants under Excluded Permits) in the Leases) and mechanics’ possession of Seller or materialmen’s therefrom (any Hotel Owner, if any, including, without limitation, the “Title Affidavit”).current certificates of occupancy for the Improvements; provided, however, that the existence of such Permits at the Individual Hotels on the Closing Date shall constitute delivery to Buyer; (exi) A General Assignment executed by to the extent not previously provided to Buyer, copies of the Material Contracts, the Hotel Contracts, the Hotel Books and Records, the Franchise Agreements, and other Miscellaneous Hotel Assets (to the extent not specifically referred to above and to the extent the same are of a nature that are capable of being physically delivered at the Closing) which are in Seller’s or the applicable Hotel Owner’s possession; provided, however, that the existence of such Material Contracts, Hotel Contracts, Hotel Books and Records, and other Miscellaneous Hotel Assets at the Individual Hotels on the Closing Date shall constitute delivery to Buyer; (xii) notice to the counter-parties to the Hotel Contracts and in accordance with the Hotel Contracts, advising of the Closing and directing all future communications be sent to Buyer; (xiii) all keys, lock or safe combinations or codes relating to the operation of the Individual Hotels and forming part of the Personal Property; provided, however, that the existence of such items at the Individual Hotels on the Closing Date shall constitute delivery to Buyer; (xiv) a non-imputation affidavit, in the a form of Exhibit H attached hereto assigning reasonably acceptable to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).Seller and Title Company; (fxv) An Assignment of Leases executed by Selleran “owner’s affidavit” or comparable assurance to Title Company regarding work performed and other customary matters, in the a form of Exhibit I attached hereto, assigning reasonably acceptable to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).Seller and Title Company; (gxvi) A closing statement reflecting such transfer tax forms or withholding certificates as required by state and local authorities; (xvii) such disclosures, notices and reports (including tax reporting and withholding certificates) as are required of Seller by applicable state and local law in connection with the Purchase Price conveyance of the Membership Interests; and (xviii) such other documents as may be specifically required under this Agreement or by Title Company, and all adjustments, prorations, credits, costs such other customary documents as are reasonably necessary and expenses set forth herein (appropriate to effect the Closing Statement”) approved by and are reasonably acceptable to Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Colony Capital, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent Buyer, at Seller’s sole cost and expense (except as otherwise provided in this Section 4(b) and Section 4(d)), the following: (ai) A deed a Special Warranty Deed (the “Special Warranty Deed”) duly executed and acknowledged by Seller, in the form attached as Exhibit B, subject only to any and all Permitted Exceptions (as hereinafter defined) and any others approved by Buyer in writing; (ii) a Xxxx of Sale duly executed by Seller, in the form of attached as Exhibit E C; (iii) an Assignment and Assumption Agreement (the “DeedAssignment and Assumption Agreement). (b) A Xxxx of Sale duly executed by Seller, in the form attached as Exhibit D; (iv) an Assignment of Exhibit F attached hereto Tenant Leases and Assumption (the “Xxxx Assignment of SaleLeases). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment duly executed by Seller, in the form attached as Exhibit E; (v) a Pro-Forma Owner’s Policy of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing Title Insurance (the “General AssignmentPro-Forma Owner’s Title Policy”)., issued in the standard form in use in the State of Texas, the final policy to be issued by the Title Company in due course after Closing, in the full amount of the Sales Price, dated as of the date of recording of the Special Warranty Deed, insuring Buyer’s fee simple title to the Land and Improvements to be good and indefeasible subject only to Permitted Exceptions and others approved by Buyer in writing; (fvi) An Assignment possession of the Property, subject only to the Tenant Leases and the Permitted Exceptions; (vii) a non-foreign affidavit as permitted by Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; (viii) evidence of its capacity and authority for the closing of this transaction; (ix) a form of notice to all tenants of the Property (“Tenant Notice Letter”) duly executed by Seller, in the form of attached as Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under F; (x) termination notices for the Leases Terminable Contracts that Buyer requests to be assigned terminated pursuant to Purchaser at Closing (the “Assignment of Leases”).Section 5(g) below; (gxi) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice an updated rent roll in the form attached hereto as Exhibit K (the “Tenant Notice”required pursuant to Section 7(f), below, dated as of the date which is on or within 2 business days prior to the Closing Date; (xii) the Escrow Agreement (as defined in Section 29) duly executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.Seller; and (ixiii) A Seller’s residency certification/exemption, if such other documents as may be reasonably required by applicable lawto close this transaction. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Contract of Sale (Behringer Harvard Opportunity REIT II, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver have delivered, or cause caused to be delivered to Escrow Agent Purchaser the followingfollowing on or prior to the Closing Date, unless the delivery of which has been (i) waived by Purchaser; or (ii) this Agreement provides that the delivery of such will be made by the Seller subsequent to the Closing: (ai) A deed resolutions of Seller’s Board of Directors approving this Agreement and the transactions contemplated herein; (ii) minutes of, and/or an affidavit of voting inspector of, the Seller’s special or annual meeting relating to the Shareholder Approval, confirming the Seller’s approval for such Shareholder Approval, to the extent required under Applicable Law and/or the rules and regulations of the NYSE American; (iii) all lease information, geology, due diligence and title report information relating to the Assets which is reasonably requested by the Purchaser from the Seller and from the operator(s) of the Assets (“Lease Information”); (iv) documents evidencing title to any Assets for which title or ownership documents exist and any other documentation as may be reasonably requested by Purchaser evidencing the purchase by Purchaser of the Assets (the “Title Documents”); (v) executed by Seller, Assignments assigning title to the Assets from each of the Seller to the Purchaser in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form Assignments attached hereto as Exhibit K C; (vi) a fully executed copy of the “Tenant Notice”)Assumption Documents; (vii) copies of the [A] Assumed Contracts, executed [B] Surface Use Agreements; and [C] Records; (viii) an updated Unpaid Bills List current through the Closing Date; (ix) documents evidencing the valid assignment and continuation in the name of Purchaser of any and all agreements, understandings or Contracts relating to the Assets, the operations of the Assets and the business of the Assets, including but not limited to the Assumed Contracts, if any, and including, but not limited to the Required Consents; and (x) all other materials, Consents, agreements, schedules, documents and exhibits required by this Agreement to be delivered by Seller which Purchaser shall send to each tenant under each of the Leases promptly after at or before the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Camber Energy, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior Subject to the conditions set forth in this Agreement, at the Closing, Seller simultaneous with Purchaser's deliveries hereunder, each Seller, or, if applicable, counsel to Sellers on behalf of each Seller, shall deliver or cause to be delivered to Escrow Agent the Purchaser the following: (ai) stock certificates representing the Securities owned by such Seller as set forth opposite such Seller's name on Exhibit A deed accompanied by stock powers duly endorsed in blank or accompanied by duly executed instruments of transfer and appropriate signature guarantees, with all necessary Transfer Tax and other revenue stamps affixed thereto; (ii) certificates of the Sellers as contemplated by SellerSection 6.1(c); (iii) duly executed counterparts to the Non-Competition Side Agreement, the Tax Indemnity Side Agreement, the AFS Holdback Escrow Agreement and the Closing Escrow Agreement; (iv) the resignations (effective as of or prior to the Closing Date) of the directors of the Companies and such officers of the Companies as Purchaser may designate no later than three Business Days prior to Closing, in terms satisfactory in substance and form to the Purchaser; (v) a duly executed certificate from each Seller (each, a "FIRPTA Certificate") of non-foreign status in the form and manner that complies with Section 1445 of the Code and the Treasury regulations promulgated thereunder; (vi) true, correct and complete copies of the certificates of incorporation, by-laws, and other applicable organizational documents, as the case may be, for the Companies; (vii) the stock books, stock ledgers, minute books and corporate seals of the Companies; (viii) without prejudice to the Purchaser's rights under Section 6.1, an amended Seller Disclosure Schedule which shall replace in its entirety the Seller Disclosure Schedule delivered herewith; (ix) either (x) the Audited Financial Statements or (y) written notice that Sellers do not intend to exercise their right to delay the Closing pursuant to Section 2.5; (x) evidence of the termination of the options, warrants or other securities convertible into or exchangeable for shares of capital stock of any Company that are set forth on Section 1.2(a) of the Seller Disclosure Schedule, together with an Option Termination Waiver and Release substantially in the form of Exhibit E (the “Deed”).K hereto, duly executed by each holder of any such securities; (bxi) A Xxxx the opinion of Sale executed by SellerMorse, in Barnes-Brown & Pendleton, P.C., counsel to Sellers, dated xx xf xxx Xxxxxxx Datx, xx xxxstantially the form of Exhibit F attached hereto (the “Xxxx of Sale”).L hereto; (cxii) A certification from the Seller opinions of local counsel to each of GV UK, GV Alderney and UIM, the identity of such counsel to be reasonably acceptable to Purchaser and each such opinion to cover the subject matters set forth in Exhibit M hereto, as applicable, and otherwise to be of form and substance reasonably satisfactory to Purchaser; (xiii) evidence reasonably satisfactory to Purchaser of all filings with any Governmental Entity required by applicable Law in connection with the Foreign Investors Real Property Tax ActAcquisition, as amendedtogether with evidence of receipt of any consents required in connection therewith, that Seller or the expiration, termination or waiver of any associated waiting periods; (xiv) certificates of good standing of each of the Companies (other than GV UK), issued by the Secretary of State (or equivalent thereof) in the jurisdiction in which such Company is organized; (xv) a certificate of the secretary of each of the Companies, and of each of the Sellers who is not a “foreign person” natural Person, dated as of the Closing Date, as to the incumbency of any officer of such entity executing this Agreement or any Related Instrument and containing, to the extent required by such entity's organizational documents or applicable Law, a certified copy of the resolutions of such entity's Board of Directors (or other Person fulfilling a role equivalent thereto), and all actions by written consent or minutes of stockholders, members or partners of such entity authorizing the “Certificate execution, delivery and consummation of Non-Foreign Status”).this Agreement, and the Related Instruments and the transactions contemplated hereby and thereby; and (dxvi) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning evidence reasonably satisfactory to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemptionthe distribution, if required by applicable law. (j) A closing instruction letter from Seller prior to the Escrow Agent. Closing, of all equity interests in each of GV Holding, GV UK, GV Alderney and UIM held by GV Trust to the Individual Sellers and (kii) Any other fundsthe Individual Sellers' direct, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any record ownership of the representations entire equity interests of GV Holding, GV UK, GV Alderney and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachUIM.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gigamedia LTD)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller Sellers shall deliver or cause to be have delivered to Escrow Agent Purchaser Parent (or such other party as appropriate) the following: (ai) A deed a certificate, dated as of the Closing Date, duly executed by the Secretary of Sellers, certifying as to (1) true and complete copies of the organizational documents of each Seller, (2) true and complete copies of the resolutions of the boards of directors of each Seller approving this Agreement and the Ancillary Agreements, and (3) setting forth the names of each of the officers of each Seller authorized to execute this Agreement and all documents, certificates and agreements ancillary hereto, together with their specimen signatures; (ii) a certificate, dated as of the Closing Date, from Sellers, duly executed by an officer of Sellers, certifying that the conditions specified in Sections 7.1(a), (b), and (c) have been satisfied as of the Closing Date; (iii) a Certificate of Good Standing of each Seller and each Acquired Subsidiary from the applicable Governmental Authority, dated no more than ten days prior to the Closing Date; (iv) the Xxxx of Sale, duly executed by Sellers; (v) certificates evidencing all of the outstanding ownership interests in the Acquired Subsidiaries, duly endorsed for transfer or accompanied by duly executed assignments separate from certificates in form suitable for transfer; (vi) the Non-U.S. Subsidiary Purchase Agreements, duly executed by the applicable Sellers; (vii) the Designated Acquired Assets Transfer Documents, duly executed by the applicable Sellers; (viii) the Transition Services Agreement, duly executed by Sellers; (ix) assignments to the applicable Purchaser of each of the Real Property Leases to which any Seller is a party, duly executed by the applicable Sellers, together with any consents required in connection with such assignments (and any consents required pursuant to any Real Property Lease to which any Acquired Subsidiary is a party in connection with the consummation of the transactions contemplated by this Agreement); (x) special or limited warranty deeds, duly executed by the applicable Sellers and in recordable form, conveying the Owned Real Property of Sellers to the applicable Purchaser free and clear of all Liens, except for (1) Permitted Liens and (2) such matters as are acceptable to Purchaser Parent in its sole and absolute discretion, together with all documents or instruments that may be required under Applicable Law or reasonably required by Purchaser Parent’s title insurance company to transfer the Owned Real Property of Sellers to the applicable Purchasers subject only to Permitted Liens, including any Seller’s affidavits, title affidavits, “gap undertakings” or non-imputation affidavits required by such title insurance company and any revenue or tax certificates or statements, or any certifications related to the environmental condition of such Owned Real Property; (xi) binding title insurance policies (which may be in the form of Exhibit E marked-up title insurance commitments) covering each parcel of the Owned Real Property, issued on a current form of ALTA owner’s title insurance policy by a title insurance company reasonably acceptable to Purchaser Parent, and insuring fee simple title to each parcel of the Owned Real Property in the applicable Purchaser or its designee as of the Closing Date (including all recorded appurtenant easements insured as separate legal parcels), with gap coverage from the “Deed”).Closing through the date of recording, subject to no exceptions to coverage that are not reasonably acceptable to Purchaser Parent, providing coverage in such amount as Purchaser Parent reasonably determines to be the value of each such parcel of Owned Real Property, and including an extended coverage endorsement (insuring over the general or standard exceptions) and ATLA Form 3.1 zoning or its equivalent (with parking and loading docks) and all other endorsements reasonably requested by Purchaser Parent, all in form and substance reasonably satisfactory to Purchaser Parent; (bxii) A Xxxx releases, termination statements or satisfactions, as appropriate, as to all Liens on the Acquired Assets (other than Permitted Liens); (xiii) the third-party consents identified on Schedule 7.1(e), in form and substance reasonably satisfactory to Purchaser Parent; (xiv) a certificate dated as of Sale executed by Sellerthe Closing Date from each Seller that is conveying any interest in real property in the United States, in the applicable form set forth in Section 1.1445-2(b)(2)(iii) of Exhibit F attached hereto (the “Xxxx United States Treasury Regulations, so that Purchaser Parent is exempt from withholding any portion of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller.thereunder; and (hxv) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any all other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary writings required to effectuate the transaction contemplated by be delivered to Purchaser Parent or any Purchase at or prior to Closing pursuant to this Agreement, and such other certificates of authority and documents as Purchaser Parent may reasonably request. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Graco Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause in addition to any other documents specifically required to be delivered pursuant to Escrow Agent this Agreement, Seller shall, in form and substance reasonably satisfactory to Buyer and its counsel (except as otherwise specifically set forth herein), deliver to Buyer the following: (a) A deed Bill xx Sale and Assignment, duly executed by Seller, conveying all of Seller's right, title and interest in and to the Acquired Assets to Buyer; (b) A counterpart to an Assignment and Assumption Agreement, duly executed by Seller, in which Seller assigns its rights in the form of Exhibit E Contracts and the Leases to Buyer and in which Buyer assumes Seller's obligations under the same (the “Deed”"Assignment and Assumption Agreement"). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”).; (c) A certification from An agreement, duly executed by Seller and Hellxxx Xxxl Estate, LLC, an Indiana limited liability company ("Landlord") terminating Seller's leasehold interest in the Seller Leased Real Estate (as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”hereinafter defined).; (d) A customary affidavit sufficient for the Title Company counterpart to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment a Non-Competition Agreement, duly executed by SellerShareholder, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice substantially in the form attached hereto as Exhibit K A (the “Tenant Notice”"Non-Competition Agreement"); (e) A counterpart to a Consulting Agreement, duly executed by Shareholder, substantially in the form attached hereto as Exhibit B (the "Consulting Agreement"); (f) A counterpart to the License, duly executed by Seller; (g) Consents of third parties to the assignment of the Contracts and the Leases, to the extent such consents are required to effect the assignment thereof as contemplated by this Agreement; (h) Amended Articles of Incorporation of Seller, amending Seller's existing Articles of Incorporation to effect a change of Seller's name (the "Amendment"), executed along with such other consents or instruments as are necessary for Seller to deliver in support of an application of Buyer to qualify to do business as a foreign corporation and under the name "Hellxxx Xxxmunications" (or any similar name currently used by Seller which Purchaser shall send to each tenant under each in the operation of the Leases promptly after the Closing.Business) in each jurisdiction in which Seller is so qualified to do business (including assignments of assumed business names, as appropriate); (i) A certificate, duly executed by Seller’s residency certification/exemption, if required certifying that Seller has performed and complied with all of the terms, provisions and conditions of this Agreement to be performed and complied with by applicable law.it at or prior to Closing and that its representations and warranties are true in all material respects as of the date of this Agreement and as of the Closing (except as expressly contemplated or permitted by this Agreement); (j) A closing instruction letter from certificate of the Secretary or Assistant Secretary of Seller, dated the Closing Date, certifying (i) the resolutions duly adopted by the Shareholder and the Board of Directors of Seller to authorizing and approving the Escrow Agent.execution, delivery and performance of this Agreement and the transactions contemplated hereby and the Amendment, and (ii) that such resolutions have not been rescinded or modified and remain in full force and effect as of the Closing Date; (k) Any other fundsA certificate of existence of Seller, documentsdated no more than ten days prior to the Closing Date, instruments or agreements (signed issued by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement.Secretary of State of the State of Indiana; (l) A certificate executed copy of the Articles of Incorporation of Seller, duly certified by the Secretary of State of the State of Indiana, no more than ten days prior to the Closing Date; (m) Evidence of the release of all Encumbrances affecting the Acquired Assets, other than Permitted Encumbrances; (n) Evidence of Seller's receipt of the Secured Party Approvals (as hereinafter defined); (o) An opinion of Sommxx & Xarnxxx, XX, counsel for Seller and Shareholder, dated the Closing Date, addressed to Buyer and Multi-Link to the effect that: (i) Seller is a corporation duly organized and validly existing under the laws of the State of Indiana. (ii) Seller has full corporate power and authority to (A) execute and deliver this Agreement and to perform its obligations hereunder and, (B) own and operate its assets, properties and business and carry on its business as presently conducted (as described to Sommxx & Xarnxxx, XX by Seller certifying in a certificate or certificates to Purchaser that be relied upon by Sommxx & Xarnxxx, XX in rendering such opinion). (iii) This Agreement has been duly and validly executed and delivered by Seller and Shareholder and constitutes a valid and legally binding obligation of Seller and Shareholder, enforceable against Seller and Shareholder in accordance with its terms. (iv) The execution, delivery and performance of this Agreement by Seller has no actual knowledge been duly authorized by all necessary corporate action on the part of Seller, including director and shareholder authorization. (v) The execution, delivery and performance of this Agreement by Seller, the consummation of the transactions contemplated hereby and the compliance with or fulfillment of the terms and provisions hereof or of any other agreement or instrument to be delivered at the Closing (the "Closing Instruments"), do not and will not conflict with, or result in a breach by Seller of any of the representations provisions of the Articles of Incorporation or Bylaws of Seller. (vi) The Closing Instruments are sufficient as a matter of law to convey to Buyer all of the right, title and warranties made by interest of Seller in this Agreement or, if applicable, disclosing any such breachand to the Specified Acquired Assets (as hereinafter defined) which are purported to be conveyed thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Multi Link Telecommunications Inc)

Seller’s Closing Deliveries. At least one (1) business day prior Prior to the ClosingClosing Date, Seller shall deliver or cause the following documents to be delivered the Title Company for recording and/or delivery to Escrow Agent the followingPurchaser: (ai) A deed an executed by Sellercounterpart of this Agreement; (ii) an executed counterpart of the Amendment No. 6 described in Section 15 below; (iii) a Special Warranty Deed for each Sale Facility, in with respect to the form of Exhibit E Real Property, including the Improvements and Fixtures, (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K B; (iv) one or more Bills of Sale for each Sale Facility with respect to the balance of the Seller’s Assets (the “Tenant NoticeBills of Sale”), in the form attached hereto as Exhibit C; (v) an affidavit executed by Seller which under penalty of perjury, stating Seller’s United States taxpayer identification numbers and that Seller is not a foreign person, in accordance with the Internal Revenue Code, Section 1445(b)(2), in the form attached hereto as Exhibit D (the “FIRPTA Affidavit”); (vi) If Purchaser shall send elects to buy at Purchaser’s cost Owner’s Title Insurance Coverage, an Owner’s Affidavit for each tenant under Sale Facility duly executed by the Seller in such form and content as may be reasonably required by the Title Company; (vii) If Purchaser elects to buy at Purchaser’s cost Owner’s Title Insurance Coverage, a Gap Indemnity for each Sale Facility duly executed by the Seller in such form and content as may be reasonably required by the Title Company; (viii) If Purchaser elects to buy at Purchaser’s cost Owner’s Title Insurance Coverage, such other affidavits and indemnities and other documents as may be customarily and reasonably required for the issuance of the Leases promptly after Title Policy in accordance with the Closing.terms of this Agreement; (iix) A one or more closing statements duly executed by the Seller’s residency certification/exemption, if required by applicable law.; (jx) A closing instruction letter from if required, an excise tax affidavit for each Sale Facility duly executed by the Seller to in the Escrow Agent.form proscribed by the Kentucky or Georgia Department of Revenue, as applicable (the “Excise Tax Affidavit”); and (kxi) Any other fundsdocumentation, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary acceptable to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement orPurchaser, if applicable, disclosing and the Title Company, confirming the authority of Seller to execute and deliver this Agreement and all of the documents described in this Section 4 and to consummate the transaction. In the event any still existing subsidiary entity of Seller holds any interest in any of the Seller’s Assets, Seller shall cause such breachentity to join in the deed or other conveyance and transfer documents.

Appears in 1 contract

Samples: Purchase and Sale Agreement (National Healthcare Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver deliver, or cause to be delivered delivered, to Escrow Agent Buyer at the Closing the following: (a) A deed a certificate, executed by an executive officer of Seller, to the effect that (i) all representations and warranties made by Seller herein are true and correct in all material respects as of the form of Exhibit E Closing Date; (the “Deed”).ii) Seller has performed in all material respects all obligations and agreements required to be performed by it under this Agreement; and (iii) no Material Adverse Effect has occurred; (b) A Xxxx of Sale a certificate, executed by Selleran executive officer of NTA, to the effect that (i) all representations and warranties made by NTA herein are true and correct in all material respects as of the form of Exhibit F attached hereto Closing Date; (the “Xxxx of Sale”).ii) NTA has performed in all material respects all obligations and agreements required to be performed by it under this Agreement; and (iii) no Material Adverse Effect has occurred; (c) A certification from a certificate, executed by an executive officer of BMI, to the Seller effect that (i) all representations and warranties made by BMI herein are true and correct in all material respects as of the Closing Date; (ii) BMI has performed in all material respects all obligations and agreements required to be performed by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” it under this Agreement; and (the “Certificate of Non-Foreign Status”).iii) no Material Adverse Effect has occurred; (d) A customary affidavit sufficient for the Title Company certified copies of all filings, notices, approvals, and consents, or waivers thereof, required pursuant to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).this Agreement; (e) A General Assignment executed by Sellerwritten documentation in a form satisfactory to Buyer evidencing that all consents, approvals and waivers listed in Sections 4.1(g) and 4.4 of the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).Disclosure Letter have been obtained; (f) An Assignment an execution copy of Leases executed the action by Seller, in ’s board of directors or similar authority and any actions required by the form Acquired Companies’ boards of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under directors or similar authority approving this Agreement and the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).transactions contemplated herein; (g) A closing statement reflecting a duly executed assignment document transferring the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. Shares from Buyer to Seller in a form reasonably acceptable to Buyer; Table of Contents (h) A notice the Option Agreement in the form attached hereto as Exhibit K A (the “Tenant NoticeOption Agreement”), duly executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.Seller; (i) A the Non-Competition and Non-Disclosure Agreement in the form attached hereto as Exhibit B (the “Non-Competition and Non-Disclosure Agreement”), duly executed by Seller’s residency certification/exemption, if required by applicable law.; (j) A closing instruction letter from Seller to the Escrow Agent.Subscription Agreement in the form attached hereto as Exhibit C (the “Subscription Agreement”), duly executed by BMI; (k) Any other fundsthe License Agreement in the form attached hereto as Exhibit D (the “License Agreement”), documentsduly executed by Seller; and (l) the Acquired Companies shall have delivered to Buyer a form of notice to the Internal Revenue Service in accordance with the requirements of Treasury regulations Section 1.897-2(h)(2) and in the form and substance reasonably acceptable to Buyer, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary along with written authorization for Buyer to effectuate deliver such notice form to the transaction Internal Revenue Service on behalf of the Acquired Companies upon the Closing of the transactions contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ambassadors International Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver deliver, or cause to be delivered to Escrow Agent delivered, the following: (a) A a limited warranty deed executed by Seller, in the form of Exhibit E (the “Deed”).) to the Property, executed by Seller and acknowledged on behalf of Seller; (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by an affidavit pursuant to the Foreign Investors Investment and Real Property Tax Act, as amended, that executed by Seller is not a “foreign person” and (the “Certificate if required) acknowledged on behalf of Non-Foreign Status”).Seller; (c) reasonable evidence of authority of persons executing this Agreement on behalf of Seller and of Seller’s corporate authorization to enter into this Agreement and execute Seller’s closing deliverables; (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy mechanic’s lien and to delete any exceptions for parties in possession affidavit in form reasonably acceptable to the Title Company, executed by Seller and (other than tenants under the Leasesif required) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).acknowledged on behalf of Seller; (e) A General Assignment any and all tax filings required to be delivered by Seller in accordance with applicable law, executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all Seller and (if required) acknowledged on behalf of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).; (f) An Assignment any and all plans and specifications of Leases executed by Sellerthe Property, licenses, permits and certificates relating to the Property, keys and access codes to all doors to the Property, and any other manuals and instructional materials regarding the mechanical systems to the Property, each to the extent in the form possession of Exhibit I attached hereto, assigning to Purchaser all of Seller or Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).property manager; (g) A closing statement reflecting the Purchase Price Any necessary documents, including a Form III and all adjustments, prorations, credits, costs and expenses set forth herein (substantially completed ECAF to be executed by Seller as the “Transferor” and “certifying party” under the Transfer Act, and indicating that such forms shall be executed by Buyer at Closing Statement”) approved by Seller.as the “Transferee” under the Transfer Act (notwithstanding the preparation and filing of such documents, Buyer and Seller acknowledge and agree that such documents and requirements are subject to the provisions of Section 3 of this Agreement); and (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if such other documentation required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this AgreementAgreement and any other documentation reasonably and customarily required to be delivered by a seller in connection with the sale of real property in Cheshire, Connecticut. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Edac Technologies Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the a Closing, Seller shall deliver or cause to be delivered to Escrow Agent Purchaser each of the followingfollowing with respect to each Property being conveyed at such Closing, in form and substance reasonably acceptable to Purchaser and Seller, if not attached as a Schedule to this Agreement, to be executed (if necessary) by Seller at such Closing: (ai) A with respect to each Owned Property being conveyed at such Closing, a special warranty deed for such Property, subject only to the Permitted Exceptions, and otherwise in a form customary for the jurisdiction where the Property is located and acceptable to the Title Company; (ii) with respect to each Lease being transferred at such Closing, an Assignment and Assumption of the Lease (the "ASSIGNMENT OF LEASE") executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K A together with any other appropriate documents necessary to convey and transfer to Purchaser Seller's interest in any improvements owned by Seller; (iii) the “Tenant Notice”Required Consents (as hereinafter defined), if any, applicable to any Lease or Property being transferred at such Closing; (iv) with respect to each Lease being transferred at such Closing for which a Required Consent was not required, a letter advising the Landlord of the Assignment of Lease; (v) with respect to each Approved Sublease being transferred at such Closing, an Assignment and Assumption of Approved Sublease ("ASSIGNMENT OF APPROVED SUBLEASE") executed by Seller which Purchaser shall send in the form attached hereto as Exhibit F; (vi) with respect to each tenant under Approved Sublease being transferred at such Closing, an estoppel letter executed by the respective subtenant in substantially the form set forth in such Approved Sublease, or if no such form is set forth in such Approved Sublease, then in substantially the form as Exhibit E attached hereto, except that in the event the Seller cannot deliver the foregoing estoppel letter at Closing, then in lieu thereof Seller shall deliver an estoppel letter executed by Seller with respect to such Approved Sublease in substantially the form attached hereto as Exhibit E (a "SELLER SUBTENANT ESTOPPEL"); (vii) a xxxx of sale and general assignment with respect to the Personal Property being conveyed at such Closing, in the form attached hereto as Exhibit B; (viii) with respect to each Leased Property, an estoppel letter substantially in the form set forth in the applicable Lease, and if no form is set forth in the applicable Lease, then substantially in the form attached hereto as Exhibit D, except that in the event that Seller cannot deliver the foregoing estoppel letter from a Landlord with respect to any of the Leases promptly after Leases, then in lieu thereof Seller shall deliver an estoppel letter executed by Seller with respect to the Closing.applicable Lease substantially in the form attached hereto as Exhibit D (a "SELLER TENANT ESTOPPEL"); (iix) A Seller’s residency certification/exemption, if required a Take-Back Lease for each Property executed by applicable law.Seller in the form attached hereto as Exhibit C; (jx) A closing instruction letter with respect to the Leased Properties, an assignment of any existing and effective SNDA (as hereinafter defined, and provided that such SNDA is assignable) from Seller to Purchaser in a form reasonably acceptable to Seller and Purchaser; (xi) a counterpart of the Closing Statement (as hereinafter defined) for each Owned and Leased Property being conveyed at such Closing; (xii) a copy of notice of termination from Seller to the Escrow Agent.applicable contractor with respect to any service contracts affecting or pertaining to the Property being conveyed at such Closing; (kxiii) Any other fundsto the extent in the possession of Seller, documents(A) the original Leases (for each Leased Property being conveyed at such Closing) (or if Seller is not in possession of original Leases, instruments or agreements (signed then a copy of such Leases certified by Seller as being true, complete and acknowledgedcorrect), and (B) (for any of the Properties being conveyed at such Closing) building plans, blueprints, drawings, surveys, site plans, engineering plans, utility plans, landscaping plans, other plans and specifications, and all currently effective use, occupancy, building and operating permits, licenses and approvals, bonds, guarantees, and warranties; (xiv) a certificate of non-foreign status (a "FIRPTA CERTIFICATE") from the Seller in the form and manner that complies with Section 1445 of the Internal Revenue Code of 1986, as amended (the "CODE"), and the Treasury Regulations promulgated thereunder. Notwithstanding anything to the contrary contained herein, if appropriateany Seller fails to provide Purchaser with a FIRPTA Certificate, Purchaser shall be entitled to withhold from the Purchase Price the amount required to be withheld pursuant to Section 1445 of the Code and the Treasury Regulations promulgated thereunder; (xv) all properly completed transfer tax forms, if required, that are applicable to the Properties being conveyed at such Closing; (xvi) any reasonable affidavits and other documents customarily required by the Title Company from a Seller in order to issue an Owner's Policy or a Leasehold Policy (with extended coverage over the "general exceptions"), as applicable, in the applicable jurisdiction (provided that no such title affidavit or document shall modify or expand Seller's obligations with respect to Title Objections beyond those set forth in Article VI hereof), together with a copy of any material Bankruptcy Court order with respect to the assumption by Seller of any such Lease in connection with Seller's bankruptcy (which copy shall be certified to be correct and complete by Seller, or by the applicable bankruptcy court if so required by the Title Company in order to issue the Leasehold Policies), and an executed memorandum of Lease, in recordable form, with respect to such Lease if provided by the applicable Landlord (and Seller covenants to use reasonable and good faith efforts prior to Closing to obtain any such executed memorandum of Lease from each Landlord under a Lease for which no memorandum of Lease is currently recorded); and (xvii) all other customary closing documents reasonably necessary to effectuate approved by Purchaser and Seller in connection with the transaction consummation of the transactions contemplated by this Agreement, including, without limitation, those customarily provided by sellers of owned or leased commercial real property in the applicable state and local jurisdictions in order to convey, transfer and assign the Properties being conveyed at such Closing to Purchaser. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kmart Holding Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the followingdelivered: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A certificates representing the Shares, duly endorsed in blank or accompanied by sufficient instruments of transfer to Buyer; (ii) certificates representing the DSL Interests, duly endorsed in blank or accompanied by sufficient instruments of transfer to Buyer; (iii) certificates representing all of the outstanding equity interests of Services Company, duly endorsed in blank or accompanied by sufficient instruments of transfer to Buyer; (iv) a certificate of Seller, duly executed by an authorized officer of Seller, dated as of the Closing Date, certifying as to Seller’s residency certification/exemption, if required by applicable law.compliance with the conditions set forth in Section 6.2(a) and Section 6.2(b) to Buyer Parent; (jv) A closing instruction letter counterparts of each Transaction Agreement other than this Agreement to which a Seller Party is a party, duly executed by such Seller Party, to Buyer Parent and Reinsurer, as applicable; (vi) a certificate, in compliance with Treasury Regulation § 1.1445-2(b)(2), certifying that the transactions contemplated hereby are exempt from Seller withholding under Section 1445 of the Code to Buyer; (vii) the Acquired Company Books and Records (other than the Acquired Company Books and Records in possession of the Acquired Companies at Closing) to Buyer Parent; (viii) the Subscription Amount plus the Increased Subscription Amount for the Buyer Parent Interests to Buyer Parent; (ix) evidence of the consummation of the transactions contemplated by the Pre-Sale Transactions; (x) evidence of the repayment of the FHLB Loans and termination, discharge and release in full of all Liens related thereto to Buyer Parent; (xi) the written resignations of the directors, officers and managers of the Acquired Companies that are not Covered Employees, effective as of the Closing, except as requested by Buyer Parent not less than five (5) Business Days prior to the Escrow Agent.Closing to Buyer; and (kxii) Any such other fundsagreements, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction certificates as contemplated by this AgreementAgreement or the other Transaction Agreements to be executed and delivered by Seller, any Seller Party or any Acquired Company on the Closing Date to Buyer Parent. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Master Transaction Agreement (Voya Financial, Inc.)

Seller’s Closing Deliveries. At least one (1) business day or prior to the Closing, Seller shall execute and deliver or cause to be delivered to Escrow Agent (or as otherwise expressly provided below) each of the following: documents described below: (a) A one original duly executed and acknowledged special warranty deed (or the local equivalent thereof) for each Property conveying fee simple title to each Property to Purchaser, in substantially the forms attached here to as Exhibit E (each a “Deed” and collectively, the “Deeds”); (b) one original Seller’s non-foreign affidavit in the form attached hereto as Exhibit F, which shall be duly executed and delivered by the transferor (within the meaning of Code Section 1445) of the Property; (c) one duly executed counterpart of the Closing Statement (as defined in Section 4.4 below); (d) such evidence of Seller’s power and authority to execute this Agreement and related documents as Title Insurer may reasonably request; (e) any transfer tax statement, affidavit, declaration and/or filing that may be required by the state, county and/or municipality, as applicable, in which any Property is located to record the Deeds; (f) such other instruments and documents which shall be reasonably necessary in connection with the transaction contemplated herein and which do not impose, create, or potentially create any liability or expense upon Seller not expressly required under this Agreement; (g) one counterpart duly executed and acknowledged by RelaDyne Inc., a Delaware corporation, as “Tenant”, of a Lease, in the form of attached hereto as Exhibit E G, whereby Tenant shall lease the Properties back from Purchaser, as “Landlord” thereunder, in accordance with the terms thereof (the “DeedLease”). ; (bh) A Xxxx one counterpart duly executed and acknowledged by AIP RD Buyer Corp., a Delaware corporation (the “Guarantor”), of Sale executed by Seller, a Guaranty of Lease in the form of Exhibit F attached hereto to the Lease (the “Xxxx of SaleLease Guaranty”). , (ci) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment one counterpart duly executed by Seller, in the form Seller of Exhibit H attached hereto assigning an assignment agreement transferring to Purchaser all of Seller’s right, title and interest under in any Intangible Property relating to the service contracts to be assigned to Purchaser at Closing Properties, if any, in the form attached hereto as Exhibit H (the “General Assignment”). ; (fj) An Assignment of Leases [intentionally omitted]; (k) an original Owner’s Affidavit duly executed by Seller, each Seller in the form of Exhibit I C attached hereto, assigning to Purchaser all ; and (l) one counterpart of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment a bill of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved sale duly executed by Seller. (h) A notice Seller in the form attached hereto as Exhibit K J (the “Tenant NoticeBill of Sale”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Fortress Net Lease REIT)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall execute and deliver or cause to be delivered to Escrow Agent Purchaser (either through escrow or as otherwise provided below) each of the following: documents described below: (a) A one original special warranty deed executed by Sellerfor each Property conveying fee simple title to each Property to Purchaser (each, in the form of Exhibit E (the a “Deed”). ; (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of one original Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice non-foreign affidavit in the form attached hereto as Exhibit K C, which shall be executed and delivered by the transferor (within the meaning of Code Section 1445) of the Properties; (c) counterparts of the Closing Statement (as defined in Section 4.4 below); (d) such evidence of Seller’s power and authority to execute this Agreement and related documents as Purchaser may reasonably request; (e) any transfer tax statement and affidavit, declaration and filing that may be required by the state, county and municipality, as applicable, in which a Property is located in order to record each Deed; (f) such other instruments and documents which shall be necessary in connection with the transaction contemplated herein and which do not impose, create, or potentially create any liability or expense upon Seller not expressly required under this Agreement; (g) an assignment and assumption of each Master Land and Building Lease identified on Schedule 4.1, as may be modified prior to Closing pursuant to a lease amendment acceptable to Seller, Tenant (as hereinafter defined) and Purchaser (each, a “Master Lease” and collectively, the “Master Leases”) in the form attached hereto as Exhibit B with such modifications as are necessary to be recorded in each county in which a Property is located (collectively, the “Lease Assignments”) executed by Seller; (h) Seller executed notices of sale with respect to the Properties; (i) one original assignment agreement for each pool of Properties covered by a Master Lease transferring to Purchaser Seller’s right, title and interest in and to any permits, licenses, warranties and guaranties relating to such Properties, if any, in the form attached hereto as Exhibit F; (j) an original estoppel certificate with respect to each Master Lease executed by Apro, LLC, a Delaware limited liability company (“Tenant”) in the form required by such Master Lease and dated no earlier than five (5) days prior to Closing (each, a “Tenant Estoppel” and collectively, the “Tenant NoticeEstoppels”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. ; and (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A an original estoppel certificate executed by all other parties (to the extent Purchaser prepares and provides to Seller certifying such estoppel certificate in accordance with Section 12.4 and to Purchaser that Seller has no actual knowledge the extent such parties are required to execute such an estoppel certificate upon the request of Seller) to any breach by Seller applicable reciprocal easement agreement or declaration of covenants, conditions and/or restrictions affecting any of the representations Properties, if any, addressed or certified to Purchaser and warranties made by Seller Purchaser’s lender (if any) stating that such instrument is in full force and effect and is not modified (except as disclosed in such estoppel certificate) and, to the best knowledge of the party giving the estoppel, the other party or parties thereto is/are not in default under the applicable instrument and all amounts, if any, owing under the applicable agreement have been paid in full; notwithstanding any other statement in this Agreement orSection 4, in the event that Seller is unable to deliver any estoppel certificate required under this clause (k) prior to the Closing Date, the Closing Date shall not be postponed, but Seller shall use its best efforts to assist Purchaser in obtaining such estoppel certificate as soon after the Closing Date as commercially practicable. Notwithstanding anything to the contrary herein, Seller shall deliver the Tenant Estoppels to Purchaser at least five (5) days prior to the Closing Date. Seller’s obligation, if applicableany, disclosing any such breachto provide the files and materials listed herein shall survive the Closing. The Closing Statement may be signed in electronic or facsimile counterparts on the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cole Credit Property Trust V, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the ClosingClosing and subject thereto, Seller Sellers shall deliver (or cause to be delivered delivered) to Escrow Agent Buyers the following: (ai) A deed receipts against payment of the Estimated Adjusted Cash Purchase Price minus an amount equal to the Escrow Amount; (ii) the Cross-License Agreement, executed by each applicable Seller; (iii) the Joint Development Agreement, executed by each applicable Seller; (iv) the Transition Services Agreement, executed by Canadian Seller; (v) the Non-Competition and Non-Solicitation Agreement, executed by each applicable Seller; (vi) the Bills of Sale, executed by each Seller, in substantially the same form and substance as mutually agreed by the Parties as of Exhibit E the date hereof (collectively, the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx Bills of Sale”).; (cvii) A certification from the Seller Assignment and Assumption Agreements, in substantially the same form and substance as required mutually agreed by the Foreign Investors Real Parties as of the date hereof (collectively, the “Assignment and Assumption Agreement”), executed by each applicable Seller; (viii) the Intellectual Property Tax ActAssignment Agreement, in substantially the same form and substance as amendedmutually agreed by the Parties as of the date hereof (the “IP Assignment Agreement”), executed by each applicable Seller; (ix) an Assignment and Assumption of Lease with respect to each Transferred Lease, in substantially the same form and substance as mutually agreed by the Parties as of the date hereof (the “Assignment of Lease”), executed by each applicable Seller, together with the written consent of the underlying lessor or sublessor under each such Transferred Lease to the assignment thereof, if required pursuant to the terms of such Transferred Lease, in substantially the same form and substance as mutually agreed by the Parties as of the date hereof, with such changes thereto as are reasonably requested by such lessor or sublessor and reasonably approved by Buyers; (x) the Escrow Agreement, executed by each Seller; (xi) a non-foreign affidavit dated as of the Closing Date, sworn under the penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code §1445 stating that the US Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).as defined in Code §1445; and (dxii) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy such other agreements and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”)instruments, executed by Seller which Purchaser shall send the applicable parties, as may be reasonably requested by Buyers to each tenant under each of fully and effectively consummate the Leases promptly after the ClosingTransactions. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Asset Purchase Agreement (Netgear, Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closingclosing, Seller shall deliver Sellers will deliver, or cause to be delivered to Escrow Agent delivered, the following: (a) A deed executed by SellerVermont Warranty Deeds conveying good and marketable title to the Owned Real Property, in subject only to the form of Exhibit E (the “Deed”).Permitted Liens; (b) A Xxxx Counterparts of Sale executed by Seller, in the form an Assignment and Assumption of Exhibit F attached hereto (the “Xxxx of Sale”).each Real Property Lease; (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate Counterparts of Non-Foreign Status”).an Assignment and Assumption of each Space Lease; (d) A customary affidavit sufficient for Counterparts of an Assignment and Assumption of the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).Purchased Contracts; (e) A General Assignment executed by Seller, in xxxx of sale conveying the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).personal property; (f) An Assignment affidavit of Leases executed by Seller, in the form non-foreign status for each Seller that complies with Section 1445 of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).Code; (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by customary Seller.’s mechanic’s lien/parties-in-possession affidavit; (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each Counterparts of an Assignment and Assumption of the Leases promptly after the Closing.Capital Leases; (i) A Seller’s residency certification/exemption, if required by applicable law.Assignment of the ASC LLC Interests; (j) A closing instruction letter from Seller to Assignment of the Escrow Agent.Killington Interests; (k) Any The Escrow Agreement, duly executed by the Sellers; (l) A gap indemnity acceptable to the title company; (m) Duly executed assignments of the registrations and applications included in the Purchased Intellectual Property, in a form reasonably acceptable to Buyer and suitable for recording in the U.S. Patent and Trademark Office, U.S. Copyright Office or equivalent foreign agency and state agencies, as applicable, and general assignments of all other fundsPurchased Intellectual Property; (n) A trade name cessation certificate for each of the trade names set forth on Schedule 6.1(p), documentsduly executed by the applicable Sellers, for filing with the appropriate state and federal agencies; (o) A copy of the amendment to the Articles of Incorporation of each of Killington and Pico certified by the Secretary of State of the State of Vermont and evidence of all other appropriate filings (reasonably satisfactory to Buyer) so as to cause the names of such entities to be different from, and not confusing with, its current name, and so that the Buyer may adopt such names or file to conduct business under such names, and thereafter conduct its business under such names; (p) A Vermont property transfer tax return, Vermont land gains tax return and Vermont non-resident withholding return in connection with the transfer of the Owned Real Property and the Real Property Leases (if the assignment of such Real Property Leases constitutes a transfer of land under Vermont state law); (q) All instruments and documents necessary to satisfy the condition set forth in Section 7.2(d) hereof. (r) A copy of the title to each of the motor vehicles set forth on Schedule 6.1(t); (s) Copies of all consents, waivers and approvals referred to in Section 7.2(j) including execution of reasonable estoppel certificates by lessors under the Real Property Leases set forth on this Schedule 6.1(u); (t) ASC shall cause Grand Summit Resort Properties, Inc. to convey to Buyer any interest it may have in any real or agreements tangible property (signed by Seller including, but not limited to, any interest in the commercial condominium unit in the Grand Summit Hotel), which comprises part of the Resort and acknowledged(ii) its entire interest in Uplands; (u) The Transition Services Agreement, in a form (and with terms and conditions) mutually acceptable to the parties hereto addressing the post closing obligations set forth in Sections 8.13 and 8.21 hereof, any post closing obligations with respect to shared IT systems and the short term agreement of the Buyer to make available to Sellers certain of Buyer’s employees who perform certain payroll services for Buyer (the “Transition Services Agreement”), provided however, if appropriatethe parties have not executed the Transition Services Agreement on or prior to Closing, (i) reasonably necessary the delivery of such Transition Services Agreement shall not be a condition to either parties obligation to perform hereunder and each party hereto shall continue to negotiate in good faith to complete and deliver the Transition Services Agreement post Closing and (ii) none of the Sellers shall have the right to extend the ASC Lease pursuant to Section 8.4(v) or otherwise; (v) A list of all individuals who have experienced an “employment loss” (as defined under the WARN Act) with respect to any Seller (provided that, with respect to ASC, only in respect of those individuals whose employment is primarily related to the Business) within the ninety (90) day period prior to the Closing Date; and. (w) such other documents as Buyer or its title agent may reasonable request to effectuate the transaction contemplated by this AgreementAgreement including without limitation seller affidavits, survey affidavits, gap indemnities and tax affidavits. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase Agreement (American Skiing Co /Me)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver deliver, or cause to be delivered delivered, to Escrow Agent Buyer each of the following: (a) A deed a certificate duly executed by Seller, Seller certifying that the conditions with respect to Buyer’s obligations under this Agreement set forth in the form of Exhibit E (the “Deed”).Sections 6.1 and 6.2 have been satisfied; (b) A Xxxx of Sale a certificate duly executed by Seller, an authorized officer of Seller (acting in its capacity as sole member of the form Company) certifying as to the Certificate of Exhibit F attached hereto (Formation and the “Xxxx operating agreement of Sale”).the Company being in full force and effect as of the Closing; (c) A certification from the Seller as required a certificate duly executed by the Foreign Investors Real Property Tax ActSecretary of Seller certifying as to (i) the Organizational Documents of Seller being in full force and effect as of the Closing, with a certified copy of such Organizational Documents attached thereto, (ii) resolutions having been duly and properly adopted by the appropriate governing body of Seller authorizing the execution, delivery and performance of this Agreement by Seller and being in full force and effect as amendedof the Closing, that with a certified copy of such resolutions attached thereto, and (iii) the incumbency and signatures of the officers of Seller is not a “foreign person” (executing this Agreement and any other documents delivered by Seller at the “Certificate of Non-Foreign Status”).Closing; (d) A customary affidavit sufficient a certificate issued by the Delaware Secretary of State for the Title Company Company, certifying as of a date within thirty (30) days of the Closing Date as to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under good standing of the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).Company; (e) A General Assignment the Transition Services Agreement duly executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).; (f) An Assignment of Leases the Secondment Agreement duly executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).; (g) A closing statement reflecting the Purchase Price and all adjustmentsresignations, prorationseffective immediately following the Closing, credits, costs and expenses set forth herein of the individuals identified on Schedule 2.7(g) (the “Closing Statement”) approved by Seller.if any); (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), an executed by Seller which Purchaser shall send to each tenant under each copy of the Leases promptly after the Closing.Contribution Agreement; (i) A Seller’s residency certification/exemptiona receipt duly executed by Seller and, if required by applicable law.applicable, the Escrow Bank, certifying the receipt from Buyer of wire transfers in accordance with Section 2.4; and (j) A closing instruction letter from Seller such other instruments, certificates, and documents as may be reasonably requested by Buyer to carry out the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by purposes of this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase Agreement (Gaiam, Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be executed and delivered to the Escrow Agent each of the followingfollowing items: (a) A deed executed by Seller, General Warranty Deed in the form of Exhibit C hereto (the "Deed"); (b) Bxxx of Sale in the form of Exhibit D hereto (the "Bxxx of Sale"); (c) Certificate of Non-Foreign Status in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).hereto; (d) A customary affidavit sufficient for The Assignment and Assumption Agreement in the Title Company form attached as Exhibit F if there are any Contracts to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom be assigned (the “Title Affidavit”"Assignment and Assumption Agreement").; (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser Settlement statement showing all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing payments, adjustments and prorations provided for in this Agreement and otherwise agreed upon by Seller and Buyer (the “General Assignment”"Settlement Statement").; (f) An Assignment of Leases executed by Seller, in the Customary form of Exhibit I attached hereto, assigning affidavit for the benefit of the Title Company certifying (i) to Purchaser all the absence of Seller’s interest under claims which would give rise to mechanics' and materialmen's liens; and (ii) that Seller is the Leases to be assigned to Purchaser at Closing (only party in possession of the “Assignment of Leases”).Land or Improvements; (g) A closing statement reflecting Such evidence as may be reasonably and customarily required by the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (Title Company with respect to the “Closing Statement”authority of the person(s) approved executing the documents required to be executed by Seller on behalf of Seller.; (h) A notice Executed Lease in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.accordance with Section 3.4; (i) A Seller’s residency certification/exemption, The Contracts assumed by Buyer (if required by applicable law.any); (j) A closing instruction letter from All keys and lock combinations for the Property and all leasing and other files relating to the Property and all other licenses, certificates, permits, plans, books, records and reports and other materials that comprise the Intangible Property, to the extent such items are in Seller's actual possession or control (provided, that Seller will be permitted to retain any of such items or duplicates thereof as are needed by Seller to continue its operations under the Escrow Agent.Lease); and (k) Any All other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) documents reasonably necessary required to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachand the transactions contemplated thereby.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Educational Development Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall will deliver or cause to be delivered Buyer the following documents, duly executed as required, and each in form and substance reasonably acceptable to Escrow Agent the followingBuyer and its counsel: (a) A deed executed by Seller, motor vehicle transfer/tax forms transferring the automobiles comprised in the form Acquired Assets to Buyer, free and clear of Exhibit E all Liens (one for each automobile) and duly endorsed certificates of title for the “Deed”automobiles evidencing that title to such vehicles are held in Buyer and are free and clear of all Liens (one for each automobile).; provided, however, that as to all such vehicles which are covered by leases from Wheels, Inc., as referenced above, Buyer recognizes that Wheels, Inc. will cause new certificates of title to be issued and delivered to Buyer after Closing according to the standard procedures of the applicable states regarding such matters; (b) A Xxxx a xxxx of Sale executed by Sellersale conveying the applicable Acquired Assets to Buyer, in the form of Exhibit F attached hereto (the “Xxxx of Sale”).and substance reasonably acceptable to Buyer; (c) A certification from an Assignment and Assumption Agreement assigning to Buyer all of the Assumed Contracts; (d) a certificate of Seller as required by to the Foreign Investors Real Property Tax Act, as amended, effect that the conditions set forth in Sections 6.2(a) and (b) hereof have been satisfied; (e) a certificate of Seller to the effect that Seller is not a foreign person” person within the meaning of Section 1445 of the Code (the “Certificate of Non-Foreign Status”or any comparable law).; (df) A customary affidavit sufficient for Special Warranty Deeds conveying to Buyer title in fee simple to the Real Property; (g) fully executed counterparts of any and all required transfer tax forms; (h) such title affidavits, opinions and indemnities as may be requested by the Title Company to issue the Approved Title Policy and policy to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.Buyer; (i) A Seller’s residency certification/exemptionall other bills of sale, if deeds, leases, transfers, assignments, acts, things and assurances as may be required by applicable law.in the reasonable opinion of Buyer for more perfectly and absolutely assigning, transferring, conveying, assuring to and vesting in Buyer title to the Acquired Assets free and clear of all Liens; (j) A closing instruction letter copies of all Required Consents, duly executed by the Person from Seller whom consent is required to the Escrow Agent.be obtained; (k) Any other fundsan estoppel certificate from Plymouth Packaging, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary Inc. relating to effectuate its lease of a portion of the transaction contemplated by this Agreement.Location; and (l) A certificate executed by Seller certifying such other documents as may be reasonably required to Purchaser that Seller has no actual knowledge of any breach by Seller of any of consummate the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachtransaction contemplated hereunder.

Appears in 1 contract

Samples: Asset Purchase and Sale Agreement (Stonemor Partners Lp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver execute and deliver, or cause to be delivered executed and delivered, to Escrow Agent Purchaser, in form and substance reasonably acceptable to Purchaser, the following: : (a) A special warranty deed executed by (subject only to the "Permitted Exceptions", as hereinafter defined); (b) A xxxx of sale (the "Xxxx of Sale") conveying to Purchaser, without warranty, the Personal Property which may be located upon the Land and Improvements and which is used exclusively in the business operated thereon; (c) An assignment and assumption of the Leases (the "Assignment and Assumption") dated as of the Closing Date, assigning all of the Seller's right, title and interest in and to the Leases; and, to the extent necessary, also assigning all of Seller's right, title and interest in and to the service and maintenance contracts pertaining to the Property (collectively, the "Contracts"); (d) Tenant notification agreements (the "Tenant Notices"), dated as of the Closing Date, and complying with applicable statutes in order to relieve Seller of liability for tenant security deposits, if any, notifying the tenants that the Property has been sold to Purchaser and directing the tenants thereafter to pay rentals to Purchaser (or Purchaser's designated agent); (e) To the extent in Seller's possession or under Seller's reasonable control, the originals of the Contracts, the Leases, and all tenant correspondence and other correspondence pertaining to the ongoing operation of the Property, as-built plans and specifications, maintenance and service contracts, and all licenses, permits and certificates of occupancy for the Real Property or the Improvements; (f) An updated Rent Roll, in the form of Exhibit E the Rent Roll attached hereto, dated within five (5) days of the date of the Closing; (g) To the extent in the possession of Seller or Seller's Property manager, copies of all engineering and maintenance records for the Property; (h) Such title affidavits as are reasonably required by the title company insuring title to the Real Property on behalf of Purchaser (but not an owner's affidavit covering the "Purchaser Created Liens," as hereinafter defined, or indemnifying the title company for such Purchaser Created Liens); (i) Documentary evidence of authority of the Seller to consummate the transaction contemplated hereunder; (j) An executed original of a sale closing statement (the “Deed”). "Closing Statement") in form and substance mutually agreeable to Seller and Purchaser; and (bk) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification Written confirmation from the Seller as required by that all representations and warranties of the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto at Section 10.1 are and continue to be true, accurate and complete as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after Closing Date, or if not, the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller extent and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge nature of any breach by Seller of any of material changes to such representations and warranties. If there is a material, adverse change in the representations and warranties made by Seller of Seller, Purchaser shall have the right to terminate this Agreement, without a return of the Deposit, except as set forth in this Agreement or, if applicable, disclosing any such breachExhibit "B".

Appears in 1 contract

Samples: Purchase and Sale Agreement (CBL & Associates Properties Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: execute (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leasesnecessary) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning deliver to Purchaser all (either through escrow or as otherwise provided below) each of Seller’s interest under the service contracts to be assigned to Purchaser at Closing documents described below: (i) an assignment of the “General Assignment”). (f) An Assignment Membership Interests of Leases executed Seller and the assumption thereof by SellerPurchaser, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K G (the Tenant NoticeAssignment of Membership Interests”), executed by Seller; (ii) resignation letters from each officer, director and/or manager of Nine Penn Owner, in each case effective as of the Closing Date, (iii) one original notice letter to tenants, substantially in the form attached the Company Disclosure Letter as Exhibit H; (iv) one original notice letter to each vendor or contractor under an Assignable Service Contract or Assignable Construction Contract, substantially in the form attached the Company Disclosure Letter as Exhibit I; (v) Seller’s non-foreign affidavit, in the form attached hereto as Exhibit J; (vi) one counterpart of the Joint Closing Statement (as defined in Section 4.3 below); (vii) one counterpart of the final and agreed-upon closing statement prepared by Escrow Agent (the “Escrow Agent’s Closing Statement”); (viii) evidence of termination of (a) any existing master property management agreement with Equity Commonwealth Management LLC, a Delaware limited liability company (“EQC Management”), (b) any existing sub-management agreement with the property management company identified in the Company Disclosure Letter (“Property Manager”), (c) the Brokerage Agreements, (d) all Service Contracts and Utility Agreements that Seller which is required to terminate pursuant to this Agreement, and (e) the amenities lease from Nine Penn Owner, as landlord, and EQC Management, as tenant (unless Purchaser shall send provide to each tenant under each of the Leases promptly after the Closing. Seller written notice on or before five (i5) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller days prior to the Escrow Agent. (k) Any other fundsClosing Date of Purchaser’s election to accept an assignment of such lease, documents, instruments or agreements (signed by in which event Seller and acknowledged, if appropriate) reasonably necessary shall cause such lease to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying be assigned to Purchaser or its nominee at Closing); (ix) a list of Protected Tenants (as defined in Section 4.3.7.2 below); (x) subject to Section 9.2 below, a certificate of Seller stating that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in Section 9.1 of this Agreement orare true and correct in all material respects as of the Closing; (xi) a certification statement issued by the Philadelphia Department of Licenses and Inspections; and (xii) an updated rent roll in the same form attached to this Agreement dated no earlier than three (3) Business Days prior to Closing and certified by Seller as the operational rent roll used by Nine Penn Owner in the operation and management of the Property. The Joint Closing Statement and Escrow Agent’s Closing Statement may be signed in facsimile or PDF counterparts on the Closing Date. To the extent available, if applicableSeller shall leave all of the original Leases, disclosing any such breachAssignable Service Contracts, keys, plans and specifications, licenses and permits, and other books and records of Nine Penn Owner pertaining to the Property at the Real Property. To the extent required by Title Insurer to issue the Owner’s Policy, Seller agrees to deliver to Title Insurer (x) an owner’s affidavit which shall be in a form acceptable to Title Insurer and Seller (and shall be sufficient in order to cause the Title Insurer to issue a non-imputation endorsement to the Owner’s Policy), and (y) evidence of Seller’s organization, power and authority in form and content reasonably required by the Title Insurer.

Appears in 1 contract

Samples: Sale Agreement (Equity Commonwealth)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent Buyer each of the following:following documents, instruments and otherwise satisfy the conditions that are set forth in this Section 4.3. (a) A deed Seller shall deliver (i) an executed by Seller, Assignment of Shares; (ii) a certificate representing the Amnis Shares; (iii) an executed counterpart of the Xxxx of Sale (B-1 and -2); (iv) an executed counterpart of each Assignment and Assumption Agreement (C-1 and C-2); (v) an executed counterpart of the Transitional Services Agreement in the form of Exhibit D (the “Transitional Services Agreement”); (vi) an executed counterpart of the License Agreement in the form of Exhibit E (the “DeedLicense Agreement”); (vii) an executed counterpart of the Manufacturing and Supply Agreements in the form of Exhibit F (the “Manufacturing and Supply Agreement”); and (viii) such other bills of sale or assignments as may be reasonably required to Transfer the Purchased Assets that are owned or leased by an Affiliate of Seller. (b) A Xxxx copy of Sale executed by Seller, the notice to the landlord of the Seattle Real Property that the lease for the Seattle Real Property has been transferred from Seller to Amnis in accordance with the form terms of Exhibit F attached hereto the lease for the Seattle Real Property. Such notice shall be dated and delivered to the landlord not later than ten (10) Business Days following the “Xxxx of Sale”)Agreement Date. (c) A certification from certificate, dated as of the Closing Date and signed by a duly authorized officer of Seller, stating on behalf of Seller as required by that each of the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”)conditions set forth in Section 9.2(a) and Section 9.2(b) have been satisfied. (d) A customary affidavit sufficient for duly executed secretary’s certificate of Seller certifying (i) copies of Seller’s organizational and governing documents; (ii) copies of the Title Company resolutions duly adopted by Seller’s board of directors, authorizing the execution, delivery and performance of this Agreement, the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby,(iii) the names and signatures of the officers of Seller authorized to issue sign this Agreement, the Approved Title Policy other Transaction Documents and the other documents to delete any exceptions for parties in possession be delivered hereunder and thereunder, (iv) copies of resolutions duly adopted by each Seller Affiliate authorizing the execution, delivery and performance of each Xxxx of Sale and other than tenants under Transaction Documents to be delivered to Buyer, which shall include the Leases) names and mechanics’ or materialmen’s therefrom (signatures of the “Title Affidavit”)officers of such Seller Affiliate authorized to sign such Xxxx of Sale and Transaction Documents. (e) A General Assignment An executed by Seller, in non-foreign affidavit pursuant to Section 1445 of the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”)Internal Revenue Code. (f) An Assignment The resignations of Leases executed by Seller, in the form Board of Exhibit I attached hereto, assigning to Purchaser all Directors and officers of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”)Amnis. (g) A closing statement reflecting Documents as required by XX Xxxxxx Xxxxx, New York to change the Purchase Price and all adjustmentssignature authority for the Amnis account number 406310123 to those persons designated by Buyer, prorationstogether with any login credentials previously used by personnel of Seller, credits, costs and expenses set forth herein (the “Closing Statement”) approved by or Seller’s Affiliates to access said account electronically. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”)Such other customary instruments of transfer, executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemptionassumption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, filings or documents, instruments or agreements (signed by Seller in form and acknowledgedsubstance reasonably satisfactory to Buyer, if appropriate) reasonably necessary as may be required to effectuate the transaction contemplated by give effect to this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Share and Asset Purchase Agreement (Luminex Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall Sellers, or Receiver, as directed by the Receivership Court, will deliver or cause to be delivered Buyer the following documents, duly executed as required, and each in form and substance reasonably acceptable to Escrow Agent the followingBuyer and its counsel: (a) A deed executed by Seller, in the form of Exhibit E (Stock with the “Deed”)certificate or certificates evidencing the Stock duly endorsed. (b) A Xxxx of Sale executed by Selleran assignment agreement assigning to Buyer (and/or to Buyer’s trustee or escrow agent, in as appropriate), all Trust Funds, insurance policies and Receivables related to the form of Exhibit F attached hereto (the “Xxxx of Sale”).Pre-/At-Need Contracts; (c) A certification from a certificate of Sellers, to the Seller as required by effect that the Foreign Investors Real Property Tax Actconditions set forth in Sections 6.2(a), as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).b) and (e) hereof have been satisfied; (d) A customary affidavit sufficient for a certificate of Sellers to the effect that none of Sellers is a foreign person within the meaning of Section 1445 of the Code (or any comparable law); (e) acknowledgements from the applicable depositories that none of the funds held in the perpetual care and pre-need trusts or allocated thereto, respectively, will be withdrawn without the written consent of Buyer; (f) fully executed counterparts of any and all required transfer tax forms; (g) such title affidavits, opinions and indemnities as may be requested by the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller.Buyer; (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”)copies of all Required Consents, duly executed by Seller which Purchaser shall send the Person from whom consent is required to each tenant under each of the Leases promptly after the Closing.be obtained; (i) A Seller’s residency certification/exemption, if required a noncompetition agreement duly executed by applicable law.Xxxxx; (j) A closing instruction letter from Seller the Carriage Services Note duly endorsed to Buyer with such consent as may be required to assign the Escrow Agent.note to Buyer; (k) Any all other fundsbills of sale, documentsleases, instruments or agreements (signed by Seller deeds, transfers, assignments, acts, things and acknowledgedassurances as may be required in the reasonable opinion of Buyer for more perfectly and absolutely assigning, if appropriate) reasonably necessary transferring, conveying, assuring to effectuate and vesting in Buyer title to the transaction contemplated by this Agreement.Stock and in the Companies, the Acquired Assets and Owned Business free and clear of all Liens other than Permitted Encumbrances; (l) A certificate executed change of beneficiary designations, assignments of insurance policies or confirmations from insurance carriers sufficient to provide for payment of life insurance proceeds by Seller certifying the insurance carriers to Purchaser the Companies upon the death of the insureds following Closing for all life insurance policies funding Sellers’ pre-need sales, together with verification that Seller has no actual knowledge all insurance premiums paid by the insureds have been transmitted to the insurance carriers; (m) a release signed by the Sellers and any other entities owned by the Stock Sellers releasing the Companies, Buyer and the Receiver from any claim, demand, obligation or liability; (n) evidence of termination of any breach by Seller of management agreement between MGMC and any of Company or Owned Business; and (o) such other documents as may be reasonably required to consummate the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachtransactions contemplated hereunder.

Appears in 1 contract

Samples: Purchase Agreement (Stonemor Partners Lp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause the following documents to be delivered the Title Company for recording and/or delivery to Escrow Agent the followingPurchaser: (ai) A deed executed by Seller, in Warranty Deed with respect to the form of Exhibit E Real Property and Facility (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K C; (ii) A Xxxx of Sale with respect to the balance of the Seller’s Assets, in the form attached hereto as Exhibit D; (iii) An affidavit executed by Seller under penalty of perjury, stating Seller’s United States taxpayer identification numbers and that Seller is not a foreign person, in accordance with the Internal Revenue Code, Section 1445(b)(2), in the form attached hereto as Exhibit E (the “Tenant NoticeFIRPTA Affidavit”); (iv) A Lease between Purchaser, as Landlord, and Seller, as Tenant, in the form attached hereto as Exhibit F (the “Lease”); (v) An Owner’s Affidavit duly executed by Seller in such form and content as may be reasonably required by the Title Company; (vi) A Gap Indemnity duly executed by Seller in such form and content as may be reasonably required by the Title Company; (vii) Such other affidavits and indemnities and other documents as may be customarily and reasonably required for the issuance of the Title Policy in accordance with the terms of this Agreement; (viii) A closing statement, executed on behalf of B.F., Limited Partnership, a Washington limited partnership (“BFLP”) as Manager of Seller, which shall provide that Seller is directing Title Company to pay one-half of the Cash Purchase Price by wire transfer to Providence Health System-Washington, a Washington nonprofit corporation formerly known as Sisters of Providence (“Providence”) pursuant to wire transfer instructions to be provided by Providence, and to pay one-half of the Cash Purchase Price by wire transfer to BFLP pursuant to wire transfer instructions to be provided by BFLP; (ix) An excise tax affidavit in the form proscribed by the Washington Department of Revenue (the “Excise Tax Affidavit”); and (x) Any documents to which the applicable Seller may be a party in connection with Purchaser’s loan from General Electric Capital Corporation (“GECC”), executed the proceeds of which loan shall be used by Seller which Purchaser shall send to each tenant under each of pay the Leases promptly after Purchase Price (the Closing. (i) A Seller’s residency certification/exemption“Loan”), if required by applicable law. (j) A closing instruction letter from it being understood and agreed that GECC has advised Purchaser that it will require Seller to sign certain collateral documents related to the Escrow AgentFacility as security for Purchaser’s obligations under the Loan. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Emeritus Corp\wa\)

Seller’s Closing Deliveries. (i) At least one (1) business day or prior to the Closing, Seller shall deliver deliver, or cause to be delivered delivered, to Escrow Agent the followingBuyer: (aA) A deed a duly executed resignation letter, in form and substance reasonably satisfactory to Buyer, from each manager and director of the Company and each Subsidiary identified by Buyer not less than five Business Days prior to the Closing Date; (B) a properly executed Internal Revenue Service Form W-9 of Seller; (C) transfer instruments reasonably acceptable to Buyer and duly executed by Seller, transferring to Buyer all of the Membership Interests owned by Seller; (D) a certificate of the appropriate official of the jurisdiction in which the form Company is formed stating that the Company is in good standing, certified on a date not greater than ten (10) business days prior to the Closing Date; (E) a certificate, dated the Closing Date, duly executed by the Secretary of Exhibit E the Company attaching and certifying (i) the “Deed”Corporate Documents of the Company, and (ii) the resolutions of the Company’s board of directors or analogous governing body authorizing, as necessary, the Company to consummate the transactions contemplated by this Agreement; (F) a certificate, dated the Closing Date, duly executed by the Secretary of Seller attaching and certifying the resolutions of Seller’s board of directors or analogous governing body authorizing, as necessary, Seller to consummate the transactions contemplated by this Agreement; (G) a copy of the Deposit Agreement, duly executed by Seller and the Depositary Agent; (H) evidence that all approvals, consents and waivers that are listed on Section 4.06 of the Disclosure Schedules have been received; and (I) the certificate referred to in Section 7.01(b)(iv). (bii) A Xxxx of Sale executed by SellerAt the Closing, Seller shall pay to the Depositary Agent the amount specified in the form of Exhibit F Annex I attached hereto (the “Xxxx of Sale”)in U.S. dollars and in immediately available funds by bank or wire transfer. (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Precigen, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the ClosingClosing unless otherwise waived in writing by Buyer, Seller Sellers shall deliver deliver, or shall cause to be delivered delivered, to Escrow Agent the followingBuyer: (a) A deed executed general warranty deeds and (where applicable) assignments of lease, in form and substance reasonably acceptable to Buyer, in recordable form, conveying to Buyer good and marketable fee title to the Real Property Owned and valid leasehold title to any Real Property that is leased by any Seller, in free and clear of all Encumbrances other than the form of Exhibit E (the “Deed”).Permitted Encumbrances; (b) A Xxxx bills of Sale executed by Sellersale and assignment, as the case may be, in form and substance reasonably acceptable to Buyer, conveying to Buyer good and valid title to all of the form Assets other than the Real Property, free and clear of Exhibit F attached hereto (the “Xxxx of Sale”).all Encumbrances other than Permitted Encumbrances; (c) A certification from assignments in form and substance reasonably acceptable to Buyer, conveying the Seller as required by Sellers' interests in the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).Assumed Contracts to Buyer; (d) A customary affidavit sufficient for copies of resolutions or equivalent instruments duly adopted by the Title Company to issue governing body of each Seller and, if required, the Approved Title Policy shareholders of each Seller authorizing and to delete any exceptions for parties approving the execution and delivery of this Agreement and the consummation of the Transaction, certified as true and in possession (other than tenants under full force and effect as of the Leases) and mechanics’ Closing Date by the appropriate officers, directors or materialmen’s therefrom (the “Title Affidavit”).shareholders of each Seller; (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each certificates of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments duly authorized President or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller Vice President or similar officer of BSC certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any each of the representations and warranties made by Seller of Sellers listed in Section 7.01(a) of this Agreement orare true and correct on and as of the Closing Date, if applicableand that each and all of the terms, disclosing any covenant and agreements set forth in Section 5.02 to be complied with or performed by Sellers (or their Affiliates) on or before the Closing Date have been complied with and performed, except when such breachfailure to be true and correct or to comply will not cause a material adverse effect individually or in the aggregate on the Buyer or the ownership or use of the Assets; (f) a certificate of good standing from the jurisdiction in which each of BSC, BSE, and PESCO is organized, dated within thirty (30) days prior to the Closing Date; (g) consent of members of Richmond Recycling to the transfer to Buyer and its Affiliates of the Richmond Interests; and (h) such other instruments, agreements, certificates and documents as Buyer reasonably deems necessary to effect the Transaction.

Appears in 1 contract

Samples: Asset Purchase Agreement (Nucor Corp)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver deliver, or cause to be delivered delivered, to Escrow Agent Purchaser the following: (ai) A deed a certificate, duly executed by the Secretary of Seller, dated the Closing Date, (A) that no amendments have been adopted in respect of the Organizational Documents of Seller attached to the certificate, (B) that the resolutions attached to the certificate have been duly adopted by the directors of Seller evidencing the taking of all limited liability company action necessary to authorize the execution, delivery and performance of this Agreement, the other Seller Ancillary Documents to which Seller is a party and the Seller’s Closing Documents and the consummation of the Contemplated Transactions and (C) identifying the name and title and bearing the signatures of the officers of Seller authorized to execute this Agreement, the other Seller Ancillary Documents to which Seller is a party and the Seller’s Closing Documents; (ii) an Assignment of Membership Interests in respect of the assignment of the Company Interests in the form of Exhibit E A attached hereto (the “DeedAssignment of Membership Interests”). (b) A Xxxx of Sale , duly executed by Seller, ; (iii) the Indemnity Escrow Agreement in the form of Exhibit F B attached hereto (the “Xxxx of SaleIndemnity Escrow Agreement”)., duly executed by Seller and the Indemnity Escrow Agent; (civ) A certification from the Seller as required Stay Bonus Escrow Agreement in the form of Exhibit C attached hereto (the “Stay Bonus Escrow Agreement”), duly executed by Seller, the Foreign Investors Real Property Tax ActCompany and the Stay Bonus Escrow Agent; (v) the Flow of Funds, as amended, duly executed by Seller; (vi) a certificate to the effect that Seller is not a “foreign person” (as defined in Section 1445 of the “Certificate Code or that the transactions contemplated herein are otherwise exempt from withholding under Section 1445 of Non-Foreign Status”).the Code, in form and substance as required under the applicable Treasury Regulations; (dvii) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, Transition Services Agreement in the form of Exhibit H D attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General AssignmentTransition Services Agreement”). (f) An Assignment of Leases , duly executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).; and (gviii) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto such other documents as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send are required pursuant to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachor as may reasonably be requested by Purchaser or its counsel.

Appears in 1 contract

Samples: Securities Purchase Agreement (Tronc, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to On the Closing, Closing Date Seller shall deliver or cause to be delivered at its expense each of the following items to Escrow Agent the followingBuyer: (a) A duly executed and acknowledged warranty deed executed by Selleror deeds conveying the Real Property and the Improvements to Buyer with title as provided in Section 6.3, such deed or deeds to be in the form of Exhibit E (the “Deed”attached hereto as Schedule 8.2(a).; (b) A Xxxx duly executed warranty xxxx of Sale executed by Seller, sale conveying the Personal Property to Buyer in the form of Exhibit F attached hereto (the “Xxxx of Sale”as Schedule 8.2(b).; (c) A certification from duly executed assignment and assumption of the Seller as required by Assigned Contracts and the Foreign Investors Real Intangible Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate "General Assignment") together with original counterparts of Non-Foreign Status”)the Assigned Contracts and any warranties and guaranties and agreements governing the Intangible Property. (d) A customary affidavit certificate or certificates of non-foreign status from Seller in the form attached hereto as Schedule 8.2(e); (e) Customary affidavits sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ possession, mechanic's or materialmen’s therefrom ('s liens from Buyer's title policy and such other affidavits relating to such title policy as the Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).Company may reasonably request; (f) An Assignment of Leases executed by Seller, in Evidence reasonably satisfactory to Buyer and the form of Exhibit I attached hereto, assigning to Purchaser all Title Company of Seller’s interest under 's authority to convey the Leases Property pursuant to be assigned this Agreement in form and substance satisfactory to Purchaser at Closing (Buyer and the “Assignment of Leases”).Title Company; (g) A counterpart original of the closing statement reflecting setting forth the Purchase Price, any closing adjustments and the application of the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller.as adjusted; (h) A notice Original, fully executed estoppel certificates as provided in the form attached hereto as Exhibit K (the “Tenant Notice”Section 7.2(d), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.; (i) A Seller’s residency certification/exemptionAny and all transfer tax returns, if declarations of value or other documents required by under applicable law.law or necessary for recordation of the deed; (j) A closing instruction letter from Seller Evidence that all contracts relating to the Escrow Agent.Property (other than the Assigned Contracts) have been terminated; (k) Any Such other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) as Buyer may reasonably necessary request to effectuate the transaction contemplated by this Agreement.Agreement without additional liability or expense to Seller; (l) A certificate executed by All books, records, plans, specifications, contracts, agreements and other instruments or documents to the extent in the possession of Seller certifying or its agents or representatives related to Purchaser that Seller has no actual knowledge of any breach by Seller of any the construction, operation and maintenance of the Property; (m) Keys to all locks on the Property in Seller's possession or control, if any; and (n) A Certificate from Seller stating that all representations and warranties made by Seller set forth in this Agreement orSection 4.1 hereof remain true, if applicable, disclosing any such breachaccurate and complete as of the Closing Date.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Haights Cross Communications Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall obtain and deliver or cause to Buyer at the Closing the following documents (all of which shall be delivered duly executed and, if required for recording, acknowledged, which documents Buyer agrees to Escrow Agent the following:execute and acknowledge where required): (a) A deed executed by The Deeds, conveying to Buyer all of Seller’s right, title and interest in and to the Property, subject only to: (i) non-delinquent real property taxes and all assessments and unpaid installments thereof, in each case, which are not delinquent; (ii) the form Leases and other agreements entered into pursuant to the terms of Exhibit E this Agreement; (iii) any other lien, encumbrance, easement or other exception or matter voluntarily imposed or consented to by Buyer prior to or as of the “Deed”)Closing; (iv) all exceptions (including printed exceptions, other than printed exceptions to the extent such matters are removed by delivery of Seller’s Title Affidavits) to title contained or disclosed in the Title Commitments other than the Unpermitted Exceptions identified within time periods allowed under this Agreement and not thereafter waived or deemed waived by Buyer; and (v) all matters, rights and interests that would be discovered by a thorough inspection or professional survey of the Property. (b) A Xxxx of Sale executed by Seller, General Assignment and Assumption Agreement in the form of attached as Exhibit F attached 10.4(b) hereto (the “Xxxx of Sale”)for each Property. (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”)Certificate in the form attached as Exhibit 10.4(c) hereto. (d) A customary affidavit sufficient If there is any Personal Property being conveyed to Buyer, a Bxxx of Sale in the form attached as Exhibit 10.4(d) hereto for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”)each Property. (e) A General Assignment executed Written notices to Tenants and vendors under Service Contracts as to change of ownership of the Property, provided that such written notices are prepared by Seller, Buyer and are reasonably approved by Seller in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”)advance. (f) An Assignment Such further documents as Buyer or the Title Company may reasonably request to carry out the provisions of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”)this Agreement. (g) A closing An executed settlement statement reflecting the Purchase Price prorations and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Selleradjustments required under this Agreement. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each All of the Leases promptly after keys to any door or lock on the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller Property and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.security codes;

Appears in 1 contract

Samples: Sale and Purchase Agreement (Investors Real Estate Trust)

Seller’s Closing Deliveries. At least one (1) business day prior to On the ClosingClosing Date, Seller shall, or shall deliver or cause its Affiliates (as applicable) to, execute and/or deliver, to be delivered to Escrow Agent Purchaser the following: (a) A deed each of the Transaction Documents, duly executed by Selleran authorized officer of Seller or its Affiliate, in the form of Exhibit E (the “Deed”).as applicable; (b) A Xxxx copies of Sale executed by Sellerall Consents set forth on SCHEDULE 3.4(a), which Consents shall be in full force and effect on the form of Exhibit F attached hereto (the “Xxxx of Sale”)Closing Date. (c) A certification from the Seller as required original stock certificates constituting all of the issued and outstanding shares of Sunrise and which are held in the name of Seller, duly endorsed in blank and accompanied by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).duly executed stock powers; (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy original corporate minute books (including, without limitation, Sunrise's charter documents), stock books, stock ledger and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).corporate seal of Sunrise; (e) A General Assignment the Site Lease and all other agreements between Seller or its Affiliates on the one hand, and Sunrise on the other hand, required to be delivered by Seller and Affiliates of Seller pursuant to this Agreement necessary for the development, construction, ownership, operation and maintenance of Phase 1, each in form and substance satisfactory to Purchaser and each duly executed by authorized representatives of all parties thereto; (f) the original certificates reflecting the Emission Credits; (g) a copy of a title commitment (all costs, expenses and premiums of such title commitment and subsequent CLTA title insurance policy shall be solely at the Seller's cost and expense; provided, however, that if Purchaser desires to upgrade to an ALTA title insurance policy, Purchaser shall pay all upgrade costs, expenses and premiums) to insure the Site, in form and substance satisfactory to Purchaser and issued by one or more title companies satisfactory to Purchaser; (h) updates of the environmental reports disclosed on SCHEDULE 3.20(f) from the date of their respective issuance through the Closing Date; (i) agreements terminating any Affiliate agreements and arrangements disclosed on SCHEDULE 3.18 and SCHEDULE 3.14(a) hereto (other than the Site Lease); (j) a FIRPTA certificate in compliance with Section 1445(b)(2) of the Code; (k) custody of all Books and Records of Sunrise and the Project; (l) an officer's certificate, signed by a duly authorized officer of Seller, certifying (i) the incumbency of Seller's officer(s) executing the Transaction Documents, (ii) Sunrise's certificate of incorporation and bylaws, each as amended to date, and (iii) the resolutions of Seller authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; (m) certificates of good standing of Sunrise and certificates of tax good standing attesting to the payment by Sunrise of all franchise and other applicable taxes, issued by the Secretary of State or other appropriate official of the State of Delaware and of each jurisdiction in which Sunrise is required to be qualified to transact business; (n) resignations of all officers and directors of Sunrise, effective as of the Closing Date; (o) an opinion of Xxxx X. Xxxxxxx, Esq., counsel to Seller and Sunrise, dated as of the Closing Date, substantially in the form of Exhibit H EXHIBIT G attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).hereto; (fp) An Assignment of Leases executed without limitation by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each specific enumeration of the Leases promptly after foregoing, all other agreements, certificates and documents reasonably required to consummate the Closingtransactions contemplated hereunder. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Stock Purchase Agreement (Edison Mission Energy)

Seller’s Closing Deliveries. At least one (1) business day prior the Closing with respect to each of the CPM Facilities, each of the Sellers shall deliver the following documents to the ClosingTitle Company for recording and/or delivery to Purchaser or HC REIT, Seller shall deliver or cause to be delivered to Escrow Agent the followingas applicable: (ai) A deed executed Warranty or Grant Deed with respect to the Real Property and CPM Facility owned by Sellerit (collectively the "Deeds"), which Deeds shall be in the form of Exhibit E (the “Deed”).and substance acceptable to Sellers and Purchaser; (bii) A Xxxx of Sale executed in favor of HC REIT with respect to the Sellers’ Assets described in Sections 1(a)(ii) through (vii) and (ix) (the "HC XXXX Xxxx of Sale") and a Xxxx of Sale in favor of Purchaser or ESC with respect to the Sellers’ Assets described in Sections 1(a)(viii) and (x) through (xii) and with respect to the Assumed Operating Contracts in effect at such Facility (the "Emeritus Xxxx of Sale" and together with the HC XXXX Xxxx of Sale, the "Bills of Sale") and which, in each case, are located at the Real Property and CPM Facility owned by such Seller, which shall be in the form of Exhibit F attached hereto (the “Xxxx of Sale”).and substance acceptable to Seller, HC REIT and Purchaser or ESC, as applicable; (ciii) A certification from An affidavit executed by each of the Seller as required by the Foreign Investors Real Property Tax ActSellers under penalty of perjury, as amended, stating such Seller’s United States taxpayer identification number and that such Seller is not a foreign person, in accordance with the Internal Revenue Code, Section 1445(b)(2); (iv) With respect to the CPM Facilities located in Reno, Nevada and Fredericksburg, Virginia (the “Certificate "Emeritus Managed CPM Facilities") either (A) a Termination of Non-Foreign Status”the Management Agreement with respect to the Facility owned by such Seller, if Purchaser is licensed as of the Closing Date to operate such Facility (the "Management Termination Agreements")., which Management Termination Agreements shall be in form and substance acceptable to the applicable Sellers and Purchaser or (B) (i) an Amendment of the Management Agreement or an Amended and Restated Management Agreement, as applicable, with respect to the Facility owned by such Seller, if Purchaser is not licensed as of the Closing Date to operate such Facility (the "Management Agreement Amendments"), which Management Agreement Amendments shall be in form and substance acceptable to the applicable Sellers and Purchaser and (ii) an Interim Sublease (as defined below); (dv) With respect to the CPM Facility located in Grand Terrace, California (the "Grand Terrace Facility"), a Lease Termination Agreement with respect to the Grand Terrace Lease (as that term is defined in Exhibit C), in form and substance acceptable to the applicable Seller and Purchaser (the "Grand Terrace LTA"), it being understood and agreed, however, that, at closing, (A) the Grand Terrace Sublease (as that term is defined in Exhibit C) shall also be terminated pursuant to a Lease Termination Agreement, (B) the applicable Owner and Purchaser shall enter into a new Interim Sublease, and (C) the Master Management Agreement (as that term is defined on Exhibit C) shall be amended pursuant to a Sixth Amendment, each in form and substance acceptable to the applicable Owners and Purchaser; (vi) With respect to the Hunters Xxxx Facility, an Interim Sublease and a Management Agreement in form and substance acceptable to the applicable Seller and Purchaser (the "Interim Hunters Xxxx Management Agreement"), but only in the event Purchaser is not licensed to operate the Hunters Xxxx Facility as of the Closing Date; (vii) An Owner’s Affidavit duly executed by each of the Sellers in such form and content as may be reasonably required by the Title Company; (viii) A customary affidavit sufficient Gap Indemnity duly executed by each of the Sellers in such form and content as may be reasonably required by the Title Company; (ix) Such other affidavits and indemnities and other documents as may be customarily and reasonably required for the issuance of the Title Policies in accordance with the terms of the Agreement, including but not limited to, no change affidavits with respect to the ALTA surveys delivered to, and not required to be updated by, the Title Company or HC REIT (the "Existing Surveys"); (x) Documentation, reasonably acceptable to issue Purchaser and the Approved Title Policy Company, confirming the authority of such Seller to execute and deliver this Agreement and all of the documents described in this Paragraph 4 and to delete any exceptions for parties in possession (other than tenants under consummate the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).Transaction; (exi) A General Assignment executed by SellerTermination Agreement with the Management Agreement with XL Management Company, in LLC ("XL") with respect to the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).Hunters Xxxx Facility; (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (gxii) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send with respect to each tenant under each of the Leases promptly after the Closing.CPM Facilities; and (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (kxiii) Any other funds, documents, instruments or agreements (signed by documents to which the applicable Seller and acknowledged, if appropriate) reasonably necessary to effectuate may be a party in connection with the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any assumption of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachExisting Financing.

Appears in 1 contract

Samples: Real Estate Purchase Agreement (Emeritus Corp\wa\)

Seller’s Closing Deliveries. At least one (1) business day or prior to the ClosingClosing (unless otherwise expressly provided herein), Seller shall deliver or cause deposit into the Escrow (except as otherwise expressly provided herein) each of the following instruments and documents (collectively “Seller’s Closing Deliveries”), with duplicate sets of such documents to be delivered with respect to Escrow Agent each of the followingprojects comprising the Property, where appropriate: (a) A deed duly executed by Sellerdeeds for the Peachtree Premises, Xxxxxx Premises, Jonesboro Premises, Ellenwood Premises and Marietta Premises (as such terms are defined hereinafter), all to be conveyed pursuant to this Agreement, in the form of attached hereto as Exhibit E “G-1” (collectively, the “DeedXxxxxxx Xxxxx”).; (b) A Xxxx of Sale duly executed by Sellerdeeds for the Collegeville Premises and Skippack Premises (as such terms are defined hereinafter), all to be conveyed pursuant to this Agreement, in the form of Exhibit F attached hereto as Exhibit “G-2” (collectively, the “Pennsylvania Deeds”); (c) a duly executed deed for the Ballston Premises (as such term is defined hereinafter) to be conveyed pursuant to this Agreement, in the form attached hereto as Exhibit “G-3” (the “New York Deed”); (d) a duly executed bargain and sale deed with covenant against grantor’s assets for the Trenton Premises (as such term is defined hereinafter) to be conveyed pursuant to this Agreement, in the form attached hereto as Exhibit “G-4” (the “New Jersey Deed”); (e) duly executed deeds for the Fredericksburg Premises and Sandston Premises (as such terms are defined hereinafter), all to be conveyed pursuant to this Agreement, in the form attached hereto as Exhibit “G-5” (collectively, the “Xxxxxxxx Xxxxx”, together with the Xxxxxxx Xxxxx, the Pennsylvania Deeds, the New York Deed and the New Jersey Deed, collectively, the “Deeds”); (f) a duly executed Assignment of Personal Property, Service Contracts, Warranties and Leases (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I H” attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).; (g) A closing statement reflecting the Purchase Price an affidavit stating Seller’s U.S. taxpayer identification number and all adjustmentsthat Seller is a “United States person”, prorationsas defined by Internal Revenue Code Section 1445(f)(3) and Section 7701(b), credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K “I”; (h) originals, to the extent in Seller’s possession or reasonable control, or copies of all of the Leases and the Tower Leases, which may be delivered on-site, together with all security and other deposits, if any, which, under the terms of the Leases in effect at Closing, are required to be returned to the tenants thereunder (which deposits shall be applied as a credit against the Purchase Price at Closing); (i) originals, to the extent in Seller’s possession or reasonable control, or copies of all of the Contracts other than Rejected Contracts, and evidence that all Rejected Contracts have been cancelled; (j) evidence of the written notice of termination of any and all management agreements affecting the Property, effective as of the Closing Date, it being understood and agreed that the property manager need not execute any document evidencing termination of any management agreement and Seller may simply deliver notice of termination to the property manager, so long as no such management agreement is binding on Purchaser; (k) Such organizational and authorizing documents of Seller as shall be reasonably required by Purchaser and the Title Company to evidence Seller’s authority to consummate the transactions contemplated by this Agreement; (l) the Reaffirmation Certificate; (m) One signed statement or notice to all tenants of the Premises prepared by Purchaser and reasonably approved by Seller notifying such tenants that the Premises has been transferred to Purchaser and that Purchaser is responsible for security deposits (specifying the amounts of such deposits) returnable under the Leases and notifying such tenants of the new address where tenants are to make rental payments after the Closing (the “Tenant NoticeNotice Letter”). The amounts of the security deposits, executed if any, set forth in the tenant notices shall correspond to the security deposits set forth in the Rent Roll, which shall be updated to a date not earlier than two (2) days prior to Closing, and delivered by Seller which to Purchaser shall send to each tenant under each of the Leases promptly after the at Closing.; (in) A Seller’s residency certification/exemption, if an executed settlement statement prepared by the Title Company; and (o) such other documents and instruments as may be required by applicable law. (j) A closing instruction letter from Seller any other provision of this Agreement or as may reasonably be required to carry out the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller terms and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by intent of this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Strategic Storage Trust, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the ClosingClosing and subject thereto, Seller shall deliver (or cause to be delivered delivered) to Escrow Agent Buyer Parent or, in the case of Sections 4.2(a)(ix), 4.2(a)(x) and 4.2(a)(xi) only, the Title Company in accordance with Section 4.1, the following: (ai) the Convertible Note, with a principal amount of Fifty Million Dollars (US $50,000,000.00) (the “Convertible Note Principal Amount”), and in substantially the form attached hereto as Exhibit A deed (the “Convertible Note”) executed by Seller; (ii) the Bills of Sale, in substantially the form attached hereto as Exhibit B (collectively, the “Bills of Sale”) executed by Seller or its applicable Subsidiary; (iii) the Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit C (collectively, the “Assignment and Assumption Agreement”), executed by Seller or its applicable Subsidiary; (iv) the Intellectual Property Assignment Agreement, in substantially the form attached hereto as Exhibit D (the “IP Assignment Agreement”), executed by Seller or its applicable Subsidiary; (v) to the extent requested by Buyer Parent at least ten (10) Business Days prior to the Closing Date, written letters of resignation effective as of the Closing from (1) each director or manager of each of the Transferred Subsidiaries and (2) each manager of each of the Joint Ventures appointed by Seller or any of its Affiliates; (vi) an Assignment of the Transferred Real Property Intangibles in substantially the form attached hereto as Exhibit E (the “DeedAssignment of Intangibles).) executed by Seller or its applicable Subsidiary; (bvii) A Xxxx a non-foreign affidavit from Seller dated as of Sale executed by Sellerthe Closing Date, sworn under the penalty of perjury and in form and substance required under the form of Exhibit F attached hereto (the “Xxxx of Sale”). (cTreasury Regulations issued pursuant to Code Sections 1445 and 1446(f) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, stating that Seller is not a “foreign person” as defined in Code Sections 1445 and 1446; (viii) instruments of transfer or stock powers representing the Conveyed Equity Interests; (ix) original special warranty deeds in respect of the Transferred Owned Real Property in substantially the form attached hereto as Exhibit F (the “Certificate of Non-Foreign StatusTransferred Real Property Deeds”)., executed and acknowledged by Seller or its applicable Subsidiary; (dx) A with respect to the Transferred Owned Real Property, Seller shall provide an owner’s affidavit in the jurisdiction in form attached hereto as Exhibit G, and such other customary affidavit affidavits and/or indemnities reasonably acceptable to Seller and sufficient for in form and content to enable the Title Company to issue issue, at Buyers’ cost for the Approved premium and extended coverage, a 2006 form of ALTA Owner Policy of Title Policy and to delete any exceptions for parties Insurance in possession (all states, other than tenants under the Leases) Texas, and mechanics’ a T-1 Form Owner’s Policy of Title Insurance in Texas, subject only to Permitted Liens; provided, however, that in no event shall Seller or materialmen’s therefrom (the “Title Affidavit”).any of its Affiliates be obligated to deliver any non-imputation affidavits or indemnities or any other similar instruments; (exi) A General Assignment executed by Sellerwith respect to the Transferred Owned Real Property, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts any Transfer Tax forms, documents or other instruments required to be assigned to Purchaser at Closing (filed under applicable Law by Seller or its applicable Affiliate, together with payment of the “General Assignment”).portion of any applicable Transfer Taxes payable by Seller or its applicable Affiliate in accordance with Section 10.2 of this Agreement; (fxii) An Assignment of Leases executed by Sellerthe Railcar Volume Supply Agreement, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K H (the “Tenant NoticeRailcar Volume Supply Agreement”), executed by Seller which Purchaser shall send to each tenant under each the applicable Affiliate of the Leases promptly after the Closing.Seller; and (ixiii) A Seller’s residency certification/exemptionthe Rail Equipment Services Agreement, if required by applicable law. in the form attached hereto as Exhibit I (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds“Railcar Equipment Services Agreement”), documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge the applicable Affiliate of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachSeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Greenbrier Companies Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to the Escrow Agent Company the following:following (collectively, the "SELLER CLOSING DOCUMENTS"): (a) A deed Grant Deed executed by Seller, in the form of Exhibit E EXHIBIT C attached hereto, conveying the Real Property to Purchaser free and clear of all claims, liens and encumbrances except the exceptions shown on the Proforma and matters arising by or through Purchaser (the “Deed”"GRANT DEED"). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F EXHIBIT D attached hereto hereto, conveying to the Purchaser title to the Personal Property (the “Xxxx of Sale”"XXXX OF SALE"). (c) A certification from An affidavit in the Seller as required by the Foreign Investors Real Property Tax Actform of EXHIBIT E attached hereto, as amended, certifying that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code (the “Certificate of Non"CERTIFICATE OF NON-Foreign Status”FOREIGN STATUS"). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General An Assignment executed by Seller, in the form of Exhibit H EXHIBIT F attached hereto hereto, assigning to Purchaser all of Seller’s interest under those Service Contracts which Purchaser has elected to take an assignment of, the service contracts License, any warranties, guaranties and indemnities relating to be assigned the Property and the Environmental Policy, to Purchaser at Closing the extent that such items are assignable (the “General Assignment”"ASSIGNMENT"). (fe) An Assignment of Leases executed by Seller, in the form of Exhibit I EXHIBIT G attached hereto, assigning to Purchaser all of Seller’s 's interest under the Leases to be assigned to Purchaser at Closing and the security deposits thereunder, together with the Maintenance Lease (the “Assignment "ASSIGNMENT OF LEASES"). (f) Written notices to the Tenants advising them of Leases”)the change of ownership and directing them to pay rent and other charges under their respective Leases from and after the Closing as directed by Purchaser. (g) A closing statement reflecting To the Purchase Price extent in Seller's possession, original Leases, together with all records, books of account and all adjustmentspapers in Seller's possession relating to the construction, prorations, credits, costs ownership and expenses set forth herein (operations of the “Closing Statement”) approved by SellerProperty. (h) A notice in Keys and combinations to locked compartments within the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the ClosingProperty. (i) A Seller’s residency certification/exemptionThe instruments, if documents or certificates as are customarily required by applicable lawthe Title Company to be executed or provided by Seller as a condition to the issuance of the Title Policy at the Closing pursuant to the Proforma. (j) A closing instruction letter from California Franchise Tax Board Form 597-W, specifying that Seller has a permanent place of business in California and is qualified to the Escrow Agentdo business in California. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate An Assignment of Easement executed by Seller certifying Seller, Purchaser and Arrowhead Lake Association, in the form of EXHIBIT J attached hereto, assigning to Purchaser that Seller has no actual knowledge all of any breach by Seller Seller's right, title and interest in the Easement, subject to the consent of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachArrowhead Lake Association.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Burnham Pacific Properties Inc)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver to the Purchaser or cause to be delivered to Escrow Agent the followingPublic Notary, as applicable: (a) A deed executed powers of attorney, or the relevant documentation, evidencing the legal capacity of their respective representatives for granting the Transfer Deed, as well as to perform the rest of Closing actions contemplated by Seller, in the form of Exhibit E (the “Deed”).this Agreement; (b) A Xxxx certifications of Sale executed by Seller, in resolutions of the form General Shareholders Meeting of Exhibit F attached hereto the Seller authorising the Transaction pursuant to article 160f) of the Spanish Companies Ac (the Xxxx of SaleLey de Sociedades de Capital” or “LSC”).”; (c) A certification from authorized copies of the Seller as required by deeds (“copies auténticas”) delivered to the Foreign Investors Real Property Tax ActPublic Notary evidencing the ownership of the Shares, as amended, that Seller is not for the purpose of the notary inserting therein a reference to the sale of the Shares to the Purchaser (foreign person” (the “Certificate of Non-Foreign Statusrebaje”).; (d) A customary affidavit sufficient for a statement (public deed) delivered to the Title Company Public Notary relating to issue the Approved Title Policy and Seller’ ultimate “beneficial owner” in order to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).comply with Spanish money laundering prevention law; (e) A General Assignment executed written resignations and releases, from the Directors, officers (except for those offices held by Sellerthe Gran Tierra Directors), managers, secretaries of the board and legal representatives of the Company, SIC, Vetra P&G and the Branch listed in Schedules A, B and C (except those legal representatives held by Gran Tierra Directors), resigning their office and releasing the form Company, SIC and the Branch from all claims and rights of Exhibit H attached hereto assigning to Purchaser all action whatsoever, whether in respect of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).breach of contract, compensation for loss of office, unfair dismissal, redundancy or in respect of any loan or other indebtedness, or on any other account whatsoever; (f) An Assignment the shareholders’ registry book, the minutes’ book and the corporate books of Leases executed by the Company, SIC (unless such books are already in the position of Purchaser’s Group) and the Branch, if in the possession of the Seller, in properly written up to the form of Exhibit I attached hereto, assigning day prior to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).Date; (g) A closing statement reflecting a certificate signed by Seller addressed to the Purchase Price Purchaser and all adjustments, prorations, credits, costs dated as of the Closing Date confirming that Seller’s Warranties are true and expenses set forth herein (accurate as of the “Closing Statement”) approved by Seller.Effective Date; (h) A notice in evidence to Purchaser that the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.Intercompany Cleanup Activities have been completed; (i) A Seller’s residency certification/exemptioncertificates confirming that the Company does not have any pending debts with the Social Security and an updated certificate issued by the Spanish Tax Authority Agency confirming that the Company is up to date with its tax payment obligations, if required by applicable law.both issued the day before the Closing Date; (j) A closing instruction letter from Seller evidence of the cancellation (i.e. policies of cancellation or deed of cancellation) of the Encumbrances with regard to the Escrow Agent.Shares; (k) Any other funds, documents, instruments or agreements (signed by Seller original share certificates representing the Company’s shares in SIC and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement.Vetra P&G; (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Parent Corporate Guarantee; and (m) the Sales Agreement or, if applicable, disclosing any such breachTermination.

Appears in 1 contract

Samples: Sale Agreement

Seller’s Closing Deliveries. At least one Subject to fulfillment or waiver (1where permissible) business day prior to of the conditions set forth in Article VIII, at the Closing, Seller shall deliver or cause to be delivered to Escrow Agent Buyer all of the following: (a) A deed executed a copy of the certificate of incorporation or articles of organization, as applicable, of each of the Acquired Companies certified by Sellerthe Secretary of State of the State of its respective jurisdiction of incorporation or organization, in the form of Exhibit E (the “Deed”).as applicable; (b) A Xxxx a certificate of Sale executed good standing of each of the Acquired Companies issued within ten (10) Business Days prior to the Closing Date by Sellerthe Secretary of State of the State of its respective jurisdiction of incorporation or organization, in the form of Exhibit F attached hereto (the “Xxxx of Sale”).as applicable; (c) A certification from a certificate of the Seller as required by secretary or an assistant secretary of each of the Foreign Investors Real Property Tax ActAcquired Companies, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, as amendedto (i) no amendments to the certificate of incorporation or articles of organization, that as applicable, of such Acquired Company since the date of the certificate delivered to Buyer pursuant to Section 3.5(a); (ii) the bylaws or limited liability company operating agreement, as applicable, of such Acquired Company in effect as of the Closing Date and (iii) the resolutions of the board of directors of Seller is not a “foreign person” (authorizing the “Certificate execution and performance of Non-Foreign Status”).this Agreement and each Seller Ancillary Agreement and the transactions contemplated hereby and thereby; (d) A customary affidavit sufficient for the Title Company certificates representing the Shares, duly endorsed to issue the Approved Title Policy Buyer or accompanied by duly executed stock powers (or equivalent document), in form and substance reasonably satisfactory to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).Buyer; (e) A General Assignment a “FIRPTA” certificate, dated as of the Closing Date, duly executed by Selleran authorized officer of the Company, in form and substance reasonably satisfactory to Buyer, certifying that the form Company is not a United States real property holding corporation within the meaning of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).Code and Treasury regulations promulgated thereunder; (f) An Assignment of Leases a duly executed by Seller, in counterpart to the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).Transition Services Agreement; (g) A closing statement reflecting a duly executed counterpart to a Joint Notice instructing the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (Escrow Agent to release the “Closing Statement”) approved by Seller.Deposit; (h) A notice a duly executed counterpart to the Procurement Services Agreement; (i) a duly executed xxxx of sale, assignment, transfer and conveyance in respect of the Grain Inventory to be transferred pursuant to Section 2.1(b) of this Agreement, substantially in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law.E; (j) A closing instruction letter from Seller to the Escrow Agent.certificate contemplated by Section 8.3(d), duly executed by Seller; (k) Any other fundsthe original minute books, documents, instruments stock certificate books and stock ledgers of each of the Acquired Companies to the extent in the possession of Seller or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement.any of its Affiliates; and (l) A certificate executed a written resignation, in form and substance reasonably satisfactory to Buyer, from each officer, director or manager identified by Seller certifying Buyer not less than three (3) Business Days prior to Purchaser the Closing Date, from each such Person’s respective positions as an officer, director or manager of each of the Acquired Companies (or evidence of all necessary action by the board of directors, board of managers or equityholders of the applicable Acquired Company to cause the removal of such officers, directors or managers); provided, that Seller has no actual knowledge for the avoidance of doubt, such resignations or removals shall not constitute terminations of employment for any breach by Seller such officer, director or manager who is also an employee of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breachAcquired Companies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Post Holdings, Inc.)

Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent Buyer, at Seller’s sole cost and expense (except as otherwise provided in this Section 4(b) and Section 4(d)), the following: (ai) A deed a Special Warranty Deed duly executed and acknowledged by Seller, in the form attached as Exhibit B, subject only to any and all Permitted Exceptions (as hereinafter defined) and any others approved by Buyer in writing; (ii) a Xxxx of Sale duly executed by Seller, in the form of attached as Exhibit E C; (iii) an Assignment and Assumption Agreement (the “DeedAssignment and Assumption Agreement). (b) A Xxxx of Sale duly executed by Seller, in the form attached as Exhibit D; (iv) an Assignment of Exhibit F attached hereto Tenant Leases and Assumption (the “Xxxx Assignment of SaleLeases). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment duly executed by Seller, in the form attached as Exhibit E; (v) a “marked-up” Title Insurance Commitment, in the full amount of Exhibit H attached hereto assigning the Sales Price, dated as of the Closing Date, insuring Buyer’s fee simple title to Purchaser all of Seller’s interest under the service contracts Land and Improvements to be assigned good and indefeasible subject only to Purchaser at Closing Permitted Exceptions and others approved by Buyer in writing, and the standard printed exceptions with the understanding that an Owner’s Policy of Title Insurance (the “General AssignmentOwner’s Title Policy”)., issued in the standard form in use in the State of Florida, to be issued by the Title Company in due course after Closing; (fvi) An Assignment possession of the Property, subject only to the Tenant Leases and the Permitted Exceptions; (vii) a non-foreign affidavit as permitted by Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; (viii) evidence of its capacity and authority for the closing of this transaction; (ix) a form of notice to all tenants of the Property (“Tenant Notice Letter”) duly executed by Seller, in the form of attached as Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).F; (gx) A closing statement reflecting evidence reasonably satisfactory to Buyer that all units vacant seven (7) or more days before the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (Closing Date are in rent-ready condition on the Closing Statement”) approved by Seller.Date; and (hxi) A notice in the form attached hereto such other documents as Exhibit K (the “Tenant Notice”)may be reasonably required to close this transaction, executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closingduly executed. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.

Appears in 1 contract

Samples: Contract of Sale (Behringer Harvard Opportunity REIT II, Inc.)

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