Seller’s Closing Documents and Other Items Sample Clauses

Seller’s Closing Documents and Other Items. At or before Closing, each Seller shall deposit into escrow the following items with respect to its respective Property: 9.3.1 Duly executed and acknowledged Special (Limited) Warranty Deed, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Deed”); 9.3.2 Two duly executed counterparts of a Xxxx of Sale, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Xxxx of Sale”); 9.3.3 Two (2) duly executed counterparts of an Assignment and Assumption of Lease, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Assignment and Assumption of Lease”); 9.3.4 Two (2) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property, the form of which shall be agreed upon by Seller and Buyer during the Due Diligence Period (the “Assignment and Assumption of Contracts”); 9.3.5 Originals of (i) the Leases, including, without limitation, the fully executed Lease Amendments (and original, associated lease files), (ii) the Contracts, (iii) any agreements entered into by Seller after the Effective Date in accordance with Section 8.2, and (iv) and the Licenses and Permits; 9.3.6 The original Bulk Sales Release or, in the alternative, the Bulk Sales Indemnity Agreement; 9.3.7 A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since the expiration of the Due Diligence Period; 9.3.8 A certificate from Seller reaffirming the continued truth and validity, in all material respects, of the representations of Seller as set forth in Section 6.1;
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Seller’s Closing Documents and Other Items. At or before Closing, Seller shall deposit into escrow the following items: (a) A duly executed and acknowledged grant deed conveying Seller's interest in the Property owned by Seller in the form attached hereto as Exhibit “D” (each, a “Deed”); (b) Two duly executed counterparts of a Xxxx of Sale for the Personal Property included in the Property in the form attached hereto as Exhibit “E” (each, a “Xxxx of Sale”); (c) Two (2) duly executed counterparts of (i) an Assignment and Assumption of Contracts, Warranties and Guaranties, and Other Intangible Property in the form attached hereto as Exhibit “E” (each, an “Assignment and Assumption of Contracts”); (d) An affidavit pursuant to Section l445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section l445(f)(3) of the Code, in the form attached hereto as Exhibit “H”; (e) A California Form 593-C; (f) Seller shall deliver to Buyer possession of the Property and a set of keys to the Property on the Closing Date. Location of any of the keys at the Property on the Closing Date shall be deemed to be delivery to Buyer (this may be accomplished outside of Escrow); (g) A closing statement setting forth, inter alia, the closing adjustments and material monetary terms of the transaction contemplated hereby and such other documents as may be reasonably required by the Title Company (including any affidavit reasonably required by the Title Company to provide affirmative coverage insuring against mechanics and materialsmen liens) or as may be agreed upon by Seller and Buyer to consummate the purchase of the Property as contemplated by this Agreement; (h) A date down certificate confirming that Seller's representations and warranties contained in this Agreement remain true and accurate in all material respects, subject to the limitations on survival contained in Section 6.2, or stating any changes thereto in accordance with Section 9.5(a)(ii) (“Seller’s Certificate”); (i) To be delivered outside of Escrow, original copies of the Assumed Contracts, the Intangible Property and the Licenses and Permits, to the extent in Seller’s possession. Location of any such originals at the Property on the Closing Date shall be deemed to be delivery to Buyer; and (j) Such other documents and instruments as are required under this Agreement to be delivered by Seller on or before Closing.
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Seller’s Closing Documents and Other Items. Section 9.3.7 of the Agreement is hereby deleted in its entirety and replaced with the following: (a) A certificate from Tenant certifying that no Material Adverse Change has occurred in Tenant’s financial condition since September 30, 2004.”
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Seller’s Closing Documents and Other Items. At or before the Closing, Seller shall deposit into escrow the following items: (a) A duly executed and acknowledged Grant Deed for the Property in the form attached hereto as Exhibit "E" (the "Deed"); (b) Four (4) duly executed counterparts of a Xxxx of Sale for the Property in the form attached hereto as Exhibit "F" (the "Xxxx of Sale"); (c) Four (4) duly executed counterparts of an Assignment and Assumption of Leases for the Property in the form attached hereto as Exhibit "G" (the "Assignment and Assumption of Leases"); (d) Four (4) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, and Other Intangible Property for the Property in the form attached hereto as Exhibit "H" (the "Assignment and Assumption of Contracts"); (e) A FIRPTA affidavit, executed and delivered by Seller, to the effect that Seller is not a "foreign person" as that term is defined in Section 1445(f)(3) by the Internal Revenue Code of 1986, as amended, which shall be in such form as may be prescribed by federal regulations; (f) Four (4) duly executed counterparts of an assignment and assumption agreement ("OPA Assignment") substantially in the form of Exhibit "I" attached hereto, assigning the Operating Agreements and Owner Participation Agreement to Buyer;
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Seller’s Closing Documents and Other Items. (a) At or before Closing, Seller shall deposit with the Escrow Agent into escrow the following items: (i) A duly executed and acknowledged Special Warranty Deed in the form attached hereto as Exhibit "D" for the Real Property (the "Deed"); (ii) Two duly executed counterparts of a Xxxx of Sale in the form attached hereto as Exhibit "E" (the "Xxxx of Sale"); (iii) Two (2) duly executed counterparts of an Assignment and Assumption of Leases in the form attached hereto as Exhibit "F" (the "Assignment and Assumption of Contracts");
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Seller’s Closing Documents and Other Items. At or before Closing, Seller shall deposit into escrow the following items: (a) Two (2) duly executed counterparts of an Assignment of Cabot Interest in the form attached hereto as Exhibit C (the "Cabot Assignment"); (b) An affidavit pursuant to Section l445(b)(2) of the Code, and on which Buyer is entitled to rely, stating that Cabot is not a "foreign person" within the meaning of Section l445(f)(3) of the Code; (c) If applicable, duly completed and signed real estate transfer tax declarations; (d) Two (2) duly executed originals of the Assignment and Assumption Agreements relating to the Loan from Seller to Cabot (the "Loan Assignment"); (e) Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer to consummate the purchase of the Cabot Interest as contemplated by this Agreement; and (f) Two (2) duly executed counterparts of the Closing Statement.
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Seller’s Closing Documents and Other Items. At or before Closing, Seller shall deposit into escrow the following items: 10.3.1 Special Warranty Deeds in the form attached hereto as Exhibit D covering the Canyon Real Property, the Cinco Real Property, the Fossil Real Property and the Plantation Real Property (the “Deeds”) duly executed by Canyon Owner, Cinco Owner, Fossil Owner and Plantation Owner, as applicable; 10.3.2 Two (2) original counterparts of an assignment and assumption of concession agreement with respect to the Clear Creek Concession Agreement in the form attached hereto as Exhibit E (the “Assignment and Assumption of Concession Agreement”); 10.3.3 Two (2) original counterparts of Xxxx of Sale and Assignment Agreements with respect to (i) the transfer of the Canyon Personal Property, the Cinco Personal Property, the Fossil Personal Property, the Plantation Personal Property and the Clear Personal Property each in the form attached hereto as Exhibit F (collectively, the Xxxx of Sale and Assignment Agreements”) duly executed by Canyon Lessee, Cinco Lessee, Fossil Lessee, Plantation Lessee and Clear Lessee, as applicable; provided, however, for purposes of the Xxxx of Sale and Assignment Agreements, the Personal Property shall not include the Contracts, the Warranties and Guaranties and the Licenses and Permits which all shall be assigned by separate documents; 10.3.4 Two (2) original counterparts of assignments and assumptions with respect to the Canyon Contracts, the Cinco Contracts, the Fossil Contracts, the Plantation Contracts, and the Clear Contracts (collectively, the “Assignments and Assumptions of Contracts”) each in the form attached hereto as Exhibit G duly executed by Canyon Lessee, Cinco Lessee, Fossil Lessee, Plantation Lessee and the Clear Lessee, as applicable; 10.3.5 Two (2) original counterparts of assignments and assumptions with respect to the Canyon Water Documents, the Canyon Effluent Discharge Rights, the Cinco Water Documents, the Cinco Effluent Discharge Rights, the Fossil Water Documents, the Fossil Effluent Discharge Rights, the Plantation Water Documents, the Plantation Effluent Discharge Rights, the Clear Water Documents and the Clear Effluent Discharge Rights, (collectively, the “Assignments of Water Documents”) each in the form attached hereto as Exhibit H, duly executed by Canyon Owner, Cinco Owner, Fossil Owner, Plantation Owner and Clear Owner or the Lessees, as applicable; 10.3.6 Two (2) original counterparts of assignments and assumptions with respect to...
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Seller’s Closing Documents and Other Items. At or before each Closing, Seller shall deposit into escrow with the Title Company, the following items with respect to the Property, as applicable: 8.2.1 A duly executed and acknowledged Special Warranty Deed (the “Deed”); 8.2.2 Two (2) duly executed counterparts of a Termination of Lease Agreement, terminating the Lease with the Tract subject to the Closing (the “Lease Termination”); 8.2.3 An affidavit pursuant to Section l445(b)(2) of the Code, and on which Buyer is entitled to rely, stating that Seller is not a “foreign person” within the meaning of Section l445(f)(3) of the Code; 8.2.4 If applicable, duly completed and signed real estate transfer tax declarations; 8.2.5 Such other documents as may be reasonably required by the Title Company or as may be agreed upon by Seller and Buyer to consummate the transaction as contemplated by this Agreement and to issue the Title Policy, including without limitation, an ALTA Statement, GAP Undertaking and such corporation authorization required by the Title Company; and 8.2.6 Two (2) duly executed counterparts of the Closing Statement for such Tract.
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Related to Seller’s Closing Documents and Other Items

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both, would constitute a default thereunder, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Equipment and Other Tangible Property The Company or one of its Subsidiaries owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Company and its Subsidiaries as owned by the Company or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company and its Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable for their present use.

  • Indebtedness and Other Contracts Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • SEC Documents and Other Reports The Corporation has filed all required SEC Documents since January 1, 1996. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the applicable law, and, at the respective times they were filed, none of the SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Submission of Reports and Other Documents Service Provider shall submit all reports and other documents as and when specified in the Scope of Work. This information shall be subject to review by the City, and if found to be unacceptable, Service Provider shall correct and deliver to the City any deficient Work at Service Provider’s expense with all practical dispatch. Service Provider shall abide by the City’s determinations concerning acceptability of Work.

  • Contracts and Other Commitments The Company does not have and is not bound by any contract, agreement, lease, commitment, or proposed transaction, judgment, order, writ or decree, written or oral, absolute or contingent, other than (i) contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $100,000 and do not extend for more than one year beyond the date hereof, (ii) sales contracts entered into in the ordinary course of business, and (iii) contracts terminable at will by the Company on no more than thirty (30) days’ notice without cost or liability to the Company and that do not involve any employment or consulting arrangement and are not material to the conduct of the Company’s business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the Company’s acquisition or disposition of patent, copyright, trade secret or other proprietary rights or technology (other than standard end-user license agreements) shall not be considered to be contracts entered into in the ordinary course of business.

  • Financial Statements and Other Reports Company will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Company will deliver to Administrative Agent and Lenders: (i) Quarterly Financial: as soon as available and in any event within 45 days after the end of each Fiscal Quarter, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; (ii) Year-End Financial: as soon as available and in any event within 90 days after the end of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of operations, changes in stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, with a report thereon of PricewaterhouseCoopers LLP or other independent certified public accountants of recognized national standing selected by Company and satisfactory to Administrative Agent, which report shall be un-qualified, shall express no doubts about the ability of Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (iii) Officer’s and Compliance Certificates: together with each delivery of the consolidated financial statements of Company and its Subsidiaries pursuant to subdivisions (i) and (ii) above, (a) an Officer’s Certificate of Company stating that the signer has reviewed the terms of this Agreement and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and condition of Company and its Subsidiaries during the accounting period covered by such financial statements and that such review has not disclosed the existence during or at the end of such accounting period, and that the signer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event that constitutes an Event of Default or Potential Event of Default, or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Company has taken, is taking and proposes to take with respect thereto; and (b) a Compliance Certificate demonstrating in reasonable detail compliance during and at the end of the applicable accounting periods with the restrictions contained in Section 7;

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