Seller's Closing Documentation and Requirements Sample Clauses

Seller's Closing Documentation and Requirements. At the Closing, Seller shall deliver the following to Buyer: 9.2.1 a special warranty deed, duly executed and acknowledged, conveying to Buyer fee simple title to the Property, subject only to the Permitted Exceptions; 9.2.2 a xxxx of sale, duly executed and acknowledged, transferring to Buyer all of the Personal Property in the form attached hereto as Exhibit G; 9.2.3 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer the Lease in the form attached hereto as Exhibit H (the “Lease Assignment”); 9.2.4 an affidavit of Seller stating, under penalty of perjury, its United States taxpayer identification number and that it is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and otherwise in the form prescribed by the Internal Revenue Service; 9.2.5 a current Schedule of the Lease for the Property certified by Seller; 9.2.6 executed original or certified copies of the Lease and the Service Contracts, to the extent within Seller’s possession or subject to Seller’s control; 9.2.7 a written notice, executed by Seller addressed to Tenant indicating that the Property has been sold to Buyer and that the tenant security deposit under the Lease has been transferred to Buyer; 9.2.8 the Tenant Estoppel Certificate obtained by Seller pursuant to Section 8.1.1; 9.2.9 an assignment and assumption of the Service Contracts (the “Assignment of Service Contracts”), duly executed and acknowledged, assigning and transferring to Buyer all right, title and interest of Seller in and to, and all post-closing obligations of the owner of the Property under, the Service Contracts (excluding any Service Contracts terminated prior to Closing); 9.2.10 an assignment of the Intangible Property (the “Assignment of Intangible Property”), assigning and transferring to Buyer all right, title and interest of Seller in and to the Intangible Property in the form attached as Exhibit I; 9.2.11 all good standing certificates and other governmental certificates (if any) required of Seller under the Title Commitment; 9.2.12 a written notice to Escrow Agent pursuant to Section 3.1 of the Escrow Agreement; 9.2.13 an Affidavit of Property Value, duly executed and acknowledged; 9.2.14 a Seller’s executed ALTA statement, Owner’s Affidavit or similar statement which may be required by the Title Company to omit from the Title Policy any exceptions for unfiled mechanics’, materialmen’s or similar liens, and parties in possession (other than Tenant); 9.2.15...
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Seller's Closing Documentation and Requirements. At the Closing, Seller shall deliver the following to Buyer: 9.2.1 two (2) quitclaim deeds or such other deed required by the title company issuing the Title Policy in order to obtain the minimum title insurance required to be delivered to Buyer pursuant to this Agreement, one duly executed on behalf of ACBA and the other duly executed on behalf of CPPI, each acknowledged and in recordable form, conveying to Buyer fee simple title to the Land and the Improvements, and each in substantially the form of Exhibit 9.2.1 attached hereto; 9.2.2 two (2) quitclaim bills of sale, one duly executed on behalf of ACBA and the other duly executed on behalf of CPPI, transferring to Buyer all of the Personal Property and each in substantially the form of Exhibit 9.2.2 attached hereto; 9.2.3 an assignment and assumption of the Designated Section 365 Items, including any security deposits and advance rentals and other deposits made thereunder which will be in substantially the form of Exhibit 9.2.3(a) attached hereto for leases and Exhibit 9.2.3(b) for contracts; 9.2.4 an assignment of Intangible Property, duly executed, of those items referred to in Sections 3.3, 3.4, 3.5, 3.6, 3.7 and 3.8 and in substantially the form of Exhibit 9.2.4 attached hereto; 9.2.5 an executed "Consent to Transfer" as required to be executed under the laws of the State of New Jersey to transfer the existing Permits relating to the distribution of liquor at the Property; 9.2.6 an affidavit executed by Seller stating, under penalty of perjury, its United States taxpayer identification number and that Seller is not a "foreign person" as defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and otherwise in the form prescribed by the Internal Revenue Service; 9.2.7 the State of New Jersey Affidavit of Consideration and Exemption; 9.2.8 an assignment and assumption of the Wraparound Mortgage and the Wraparound Mortgage Documents in substantially the form of Exhibit 9.2.8 attached hereto;
Seller's Closing Documentation and Requirements. At the Closing, Sellers shall deliver the following to Buyer: 9.2.1 bargain and sale deed, with covenants against grantor's acts, duly executed and acknowledged, conveying to Buyer fee simple title to the Property, subject to the Permitted Exceptions in the form attached hereto as Exhibit N; 9.2.2 a xxxx of sale, duly executed and acknowledged, transferring to Buyer all of the Personal Property in the form attached hereto as Exhibit F;
Seller's Closing Documentation and Requirements. At the Closing, ----------------------------------------------- Seller shall deliver the following documents ("Seller's Closing Documents")
Seller's Closing Documentation and Requirements. At the Closing, Seller shall deliver the following to Buyer: 11.2.1 a grant deed (the "Deed"), duly executed and acknowledged and in recordable form, conveying to Buyer fee simple title to the Property, subject to the Permitted Exceptions; 11.2.2 a bxxx of sale, duly executed and acknowledged, transferring to Buyer all of the Personal Property; 11.2.3 an assignment, duly executed and acknowledged, of those items referred to in Sections 3.1 and 3.4 through and including 3.11; 11.2.4 an affidavit stating, under penalty of perjury, Seller's United States taxpayer identification number and that Seller is not a "foreign person" as defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and otherwise in the form prescribed by the Revenue Service; 11.2.5 a certificate, dated as of the Closing, of the Secretary or an Assistant Secretary of the corporate general partner of MLHIRP VI with respect to (i) the resolutions adopted by the Board of Directors of the corporate general partner of MLHIRP VI approving this Agreement and the transaction contemplated hereby and (ii) the incumbency and specimen signature of each officer of the corporate general partner of MLHIRP VI executing this Agreement and the documents set forth in this Section 11.2; and 11.2.6 such other documents and instruments as Buyer may reasonably request in order to consummate the transaction contemplated hereby.

Related to Seller's Closing Documentation and Requirements

  • Seller’s Closing Documents At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Contracts which have not been terminated pursuant to Section 9(c), certificate(s) of occupancy and other instruments evidencing the Governmental Approvals in Seller’s possession or, if such originals are not available, copies certified by Seller to be true, correct and complete copies of such originals. (f) Any keys in the possession of Seller to all locks located in the Property. (g) Letters executed by Seller and Seller’s management agent, if any, addressed to all Tenants, in form of Exhibit R attached hereto, notifying and directing payment of all rent and other sums due from Tenants from and after the date of the Closing to be made at Purchaser’s direction. (h) Reasonable proof of the due authorization, execution and delivery by Seller of this Agreement and the documents delivered by Seller pursuant hereto. (i) A Rent Roll, prepared not more than one (1) business day prior to Closing, certified by Seller to be true and correct. (j) An affidavit from Seller in the form attached hereto as Exhibit L certifying that such Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

  • Buyer’s Closing Documents On the Closing Date, Buyer will execute and deliver to Seller the following (collectively, “Buyer’s Closing Documents”):

  • Closing Documentation The Parent shall have received the --------------------- following documents, agreements and instruments from the Company: (i) an opinion of Xxxx Xxxx Xxxx & Freidenrich LLP, dated the Closing Date and addressed to the Parent and Newco, in substantially the form of Exhibit F hereto; --------- (ii) certificates dated as of a recent date from the Secretary of State of the States of Delaware and any other applicable states to the effect that each of the Company and its Subsidiaries is duly incorporated and in good standing in such state and stating that the Company and its Subsidiaries owes no franchise taxes in such state and listing all documents of the Company and its Subsidiaries on file with said Secretary of State; (iii) a copy of the Certificate of Incorporation of the Company, including all amendments thereto, certified as of a recent date by the Secretary of State of the State of Delaware; (iv) evidence, reasonably satisfactory to the Parent, of the authority and incumbency of the persons acting on behalf of the Company in connection with the execution of any document delivered in connection with this Agreement; (v) Uniform Commercial Code Search Reports on Form UCC-11 with respect to the Company and its Subsidiaries from the states and local jurisdictions where the principal place of business of the Company and its Subsidiaries and their respective assets are located, the search reports of which shall confirm compliance with Section 3.15 (and Schedule thereto) of this Agreement; (vi) the corporate minute books and stock record books of the Company and its Subsidiaries; (vii) estoppel letters of lenders to the Company, in form and substance reasonably satisfactory to the Parent, with respect to amounts (including any pre-payment penalties) owing by the Company as of the Closing; and (viii) such other instruments and documents as the Parent shall reasonably request not inconsistent with the provisions hereof.

  • Closing Documentation, etc For purposes of determining compliance with the conditions set forth in §12, each Lender that has executed this Credit Agreement shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document and matter either sent, or made available, by any Agent or any Co-Lead Arranger to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to such Lender, unless an officer of the Administrative Agent active upon the Borrowers’ account shall have received notice from such Lender prior to the Closing Date specifying such Lender’s objection thereto and such objection shall not have been withdrawn by notice to the Administrative Agent to such effect on or prior to the Closing Date.

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Closing and Closing Documents 7 4.1 Closing...................................................................................... 7 4.2 Seller's Deliveries.......................................................................... 7 4.3 Purchaser's Deliveries....................................................................... 8 4.4 Fees and Expenses; Closing Costs............................................................. 8 4.5 Adjustments.................................................................................. 8 ARTICLE V Miscellaneous......................................................................................... 9

  • Seller’s Closing Conditions The obligation of Seller to proceed with the Closing contemplated hereby is subject, at the option of Seller, to the satisfaction on or prior to the Closing Date of all of the following conditions:

  • Closing Requirements Closing shall occur after approval of title commitment, as described hereinabove. a) At closing, Seller shall do the following: 1. Duly execute, acknowledge and deliver to Buyer, a Quit Claim Deed conveying the Property to Buyer, free and clear of all liens, claims, pledges and encumbrances. b) At closing, Buyer shall do the following: 1. Execute and provide at closing, all documents reasonably required by the City for closing. 2. Tender payment at closing for the purchase price and all associated closing costs described herein.

  • Seller’s Closing Obligations On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

  • REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUB Buyer and Merger Sub jointly and severally represent and warrant to the Company as follows:

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