Seller’s Deliverables at Closing Sample Clauses

Seller’s Deliverables at Closing. At Closing, Seller shall deliver to the Title Company executed originals (unless parties have agreed to electronic delivery of certain documents) of the following documents (“Seller’s Closing Documents”): 1. Special Warranty Deed (or equivalent limited warranty deed) conveying title to the Property subject only to the Permitted Exceptions (as defined below); 2. If requested by Buyer, a non-warranty deed conveying the Property using the legal description from Buyer’s current survey of the Property, if applicable; 3. Xxxx of Sale and General Assignment transferring Seller’s right, title and interest in the Park Owned Homes, security interest in the Tenant Owned Homes, the Personal Property, the Intangible Property, the Property Files, the Warranties, and the Licenses to Buyer, which shall contain the following clause: SELLER HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE PROPERTY THAT HAS BECOME ANY BASIS OF THIS BARGAIN, AND FURTHER, SELLER HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE PROPERTY THAT WOULD CONFORM TO ANY SUCH AFFIRMATION OR PROMISE. SELLER DISCLAIMS ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE WHATEVER WITH RESPECT TO THE PERSONAL PROPERTY. THE PROPERTY IS SOLD ON AN “AS IS” BASIS; 4. An Assignment and Assumption Agreement whereby Seller assigns all its right, title and interest in the Leases and any Contracts that Buyer elects to assume, and Buyer accepts and assumes Seller’s obligations under the Leases and any such Contracts from and after the Closing Date (together with all copies of the Leases and such Contracts that are within Seller’s possession) in form and substance acceptable to the parties; 5. FIRPTA Affidavit (indicating that Seller is not a “foreign person” as that term is defined in Section 1445 of the Internal Revenue Code of 1986); 6. A certification for Form 1099-S; 7. A “bring-down” certificate reaffirming that Seller’s representations and warranties in this Agreement are true and correct in all material respects as of the Closing Date; 8. Closing Statement reflecting the Purchase Price and the prorations and adjustments provided herein; 9. All certificates of title and other documents for the transfer of title to the Park-Owned Homes as more particularly set forth in Section 19 hereof; 10. A standard Owner’s affidavit and indemnity agreement (no recent improvements), which shall include a clause that other than the tenant leases no other party in possession of the Real Property; and 11. Evide...
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Seller’s Deliverables at Closing. On the Closing Date, Seller shall deliver the following items to Purchaser: (a) an executed certificate of an officer of Seller: (A) attaching all necessary authorizing resolutions evidencing approval of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party, which resolutions shall be in full force and effect at the time of the Closing, (B) attaching the articles of incorporation and by-laws of Seller, which shall be in full force and effect at the time of the Closing, and (C) certifying the incumbency and true signatures of the officers of Seller executing this Agreement or any Ancillary Agreement to which it is a party on behalf of Seller; (b) a payoff letter evidencing the termination of any and all outstanding debt (including all principal, interest and penalties thereon) of Seller owed pursuant to that certain Indenture dated as of May 2, 2006, by and between Seller and U.S. Bank National Association, as trustee, in form and substance reasonably satisfactory to Purchaser; (c) a counterpart of the License Agreement duly executed by Seller; (d) a certificate, dated as of the Closing Date, in form and substance satisfactory to Purchaser, signed by each of the Chief Executive Officer and Chief Financial Officer of Seller, in substantially the form exchanged between Purchaser and Seller on the date of this Agreement; (e) a counterpart of the Termination Agreement duly executed by Seller; (f) a counterpart of the Cross-Release duly executed by Seller; (g) a consent executed and delivered to Seller by Silicon Valley Bank, in substantially the form exchanged among the parties to this Agreement on the date of this Agreement; and (h) a counterpart of the Request to Reflect Change of Stock Ownership on Shareholder List, substantially in the form exchanged among the parties to this Agreement on the date of this Agreement (the “Change Request”), duly executed by Seller.
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Seller’s Deliverables at Closing. At the Closing, Seller shall duly execute, acknowledge and/or deliver: (a) A Special Warranty Deed conveying to Buyer indefeasible fee simple title to the Property free and clear of any lien, encumbrance or exception other than the Permitted Exceptions and the Lease; (b) If required by the Title Company, a Certified Copy of Resolution from Seller, authorizing the sale of the Property to Buyer, and/or a Certificate of Good Standing; (c) A Non-Foreign Tax Certification (FIRPTA Affidavit); (d) An Affidavit as to Liens and Encumbrances (Owner’s Affidavit); (e) An Assignment and Assumption Agreement whereby Seller assigns all of its rights, title and interest as landlord under the Lease to Buyer, including all landlord covenants and obligations which arise or accrue on or after the Closing Date in the form attached hereto as Exhibit “F”; (f) Seller’s Settlement Statement; and (g) Any other documents or instruments required to be executed pursuant to the provisions of this Agreement or otherwise reasonably necessary to be executed or delivered for consummation of the transactions contemplated hereby.
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Seller’s Deliverables at Closing. On or before the Pre-Closing Date, Seller shall deliver to Title Company (or the Property if noted otherwise) the following:
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Seller’s Deliverables at Closing. At or before the Closing, Seller shall deposit into escrow the following items: (a) a duly executed and acknowledged statutory warranty deed (the “Deed”) for the Land, Improvements and Appurtenances, subject only to the Permitted Exceptions; (b) a duly executed xxxx of sale for the Personalty (the “Xxxx of Sale”); (c) a duly executed counterpart of an Assignment and Assumption of Leases for the Property (the “Assignment of Leases”); (d) a duly executed counterpart of an Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property for the Property (the “Assignment of Contracts”); (e) a duly executed counterpart of the Corporate Office Lease; (f) a duly executed counterpart of the Distribution Center Lease; (g) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Purchaser is entitled to rely, that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code; and (h) the indemnification agreements contemplated under Sections 6.8 and 6.16 of this Agreement.
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Seller’s Deliverables at Closing. At the Closing, Seller shall deliver or cause to be delivered to the Purchaser: (a) a receipt for the Purchase Price; and (b) an executed Xxxx of Sale, Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit A (the "Xxxx of Sale") and other such instruments executed by Seller as may reasonably be requested by the Purchaser to transfer title to the Assets to the Purchaser.
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Seller’s Deliverables at Closing. The obligations of Gallagher under this Agreement are, at the option of Gallagher subject to delivery, at or prior to the Closing Date, of the following items: (a) Sellers' Resolutions. Certified copies of resolutions adopted by Sellers' boards of directors and Stockholder approving the sale, transfer and delivery of the Property to Gallagher for the consideration and upon the terms and conditions provided for in this Agreement.
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Seller’s Deliverables at Closing. At the Closing, Seller shall: (i) execute and deliver to Purchaser a Xxxx of Sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”); (ii) execute and deliver to Purchaser a Trademark Assignment Agreement with respect the registrations and applications for registration included within the Product Marks, substantially in the form attached hereto as Exhibit D (the “Trademark Assignment”); (iii) deliver to Purchaser (A) a listing, based on Seller’s inventory records, of the Product Inventory as of the Closing Date and a listing of Sample Product Packs Purchaser elects to acquire and (B) the Release Batch Documentation for the Product Inventory; and (iv) deliver to Purchaser, at Purchaser’s designated location, a complete copy of all Product Filings, including any Product Filing records that are in electronic format.
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Seller’s Deliverables at Closing. At the Closing, the Seller shall execute and deliver to the Title Company, the following: (i) an executed counterpart of the Closing settlement statement; (ii) an executed, witnessed and notarized original Warranty Deed (the “Deed”); (iii) an executed and notarized original Seller’s Affidavit in form and content as may be reasonably required by the Title Company to provide the “gap” coverage necessary to be issued at Closing, an endorsement to the applicable Title Commitment, deleting the standard “gap” exception, the standard mechanic’s lien exception and the standard parties in possession exception; (iv) an executed and notarized original Non-foreign Affidavit evidencing that Purchaser shall not be liable for transfer liability under Section 1445 of the Internal Revenue Code, as amended; (v) an assignment document evidencing the transfer and assignment of all Seller’s Permits, rights, benefits, and entitlements to the Property, and the Intangible Personal Property; and (vi) any other documents reasonably necessary or required by the Title Company to consummate the transactions contemplated hereby, including any evidence of the Seller’s trustees’ authority under the trust.
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Related to Seller’s Deliverables at Closing

  • Purchasers Deliverables Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Buyer’s Deliveries at Closing At the Closing, Buyer shall deliver the following to the Seller:

  • Seller Closing Deliverables Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.

  • Seller’s Deliveries At Closing, Seller shall execute and/or deliver to Purchaser the following items (referred to collectively herein as the “Seller’s Closing Items”): (a) a limited warranty deed conveying to Purchaser good and insurable fee simple title to the Property, free and clear of all liens, encumbrances, restrictions, and easements, except for the Permitted Title Exceptions (the “Deed”); (b) a quitclaim deed conveying the Property to Purchaser as described on the Survey, if required by Section 7.5 above; (c) the Project Agreements; (d) an owner’s affidavit in the form required by Title Company and such other documentation as may be required by Title Company to issue a standard 2006 ALTA Owner’s Policy with respect to the Property (hereinafter referred to as the “Title Policy”) free and clear of all liens, encumbrances, restrictions, and easements whatsoever except for the Permitted Title Exceptions and the “standard printed” survey exception; (e) such documents, certificates and affidavits reasonably requested by Purchaser Or Title Company to evidence Seller’s authority to enter into this Agreement, perform its obligations hereunder and consummate the sale and purchase transaction contemplated hereby; (f) a certificate and affidavit signed on behalf of Seller certifying that Seller is not a “foreign corporation”, “foreign partnership”, “foreign trust”, “foreign estate” or “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1954, as amended; (g) a certificate in favor of Purchaser, its successors, assigns and lenders, certifying that all of the representations and warranties in Article 4 above are true and correct in all material respects as of the date of Closing; (h) a closing statement, itemizing and approving all receipts and disbursements made in connection with Closing; (i) a general assignment conveying to Purchaser, without representation or warranty and to the extent assignable, Seller’s rights with respect to any and all tangible and intangible rights, privileges and appurtenances pertaining to the Property, except for the Permitted Title Exceptions; and (j) any and all other documents or items reasonably necessary or appropriate to complete the Closing, including, but not limited to, any transfer tax forms, affidavits, or broker lien waivers required by applicable law, rule, regulation or otherwise required by the Title Company for the removal of any and all “standard exceptions” on Purchaser’s Title Policy. All of the Seller’s Closing Items shall be in a commercially reasonable form customarily utilized in the jurisdiction where the Property is located in transactions similar to the one contemplated hereby.

  • Seller Deliverables At the Closing, Seller shall deliver, or cause to be delivered (each, a “Seller Deliverable”, and, collectively, the “Seller Deliverables”): i. to PropCo Purchaser, all agreements, documents, instruments, certificates and other deliverables required to be delivered by the Selling Entities or Real Estate Sellers, as applicable, at or prior to the Closing pursuant to Section 5(a) of the Real Estate Purchase Agreement, in each case, duly executed by the applicable Selling Entities or Real Estate Sellers; ii. to OpCo Purchaser, an IRS Form W-9 duly executed by each applicable Selling Entity (or, with respect to each Selling Entity that is a disregarded entity for U.S. federal income tax purposes, the regarded owner of such Selling Entity for U.S. federal income tax purposes); iii. to OpCo Purchaser, stock or other applicable ownership certificates representing all of the outstanding OpCo Acquired Interests; iv. to OpCo Purchaser, the Intellectual Property License, duly executed by the applicable Selling Entities; v. to OpCo Purchaser, the Transition Services Agreement, duly executed by the applicable Selling Entities, if applicable; vi. to OpCo Purchaser, control of all keys, codes, combinations, and/or passwords to the machinery, equipment, trucks and automobiles at, on or in the Premises, to the extent in the possession of the applicable Selling Entities; vii. to OpCo Purchaser, written resignations, effective as of the Closing Date, of all directors and members of the board of directors, board of managers or similar governing body, and officers of each OpCo Acquired Company; viii. to OpCo Purchaser, the Seller Financing Loan Agreement, duly executed by Seller; ix. to each of OpCo Purchaser and PropCo Purchaser, the Contingent Lease Support Agreement, duly executed by Seller; x. to OpCo Purchaser, an aggregate amount of cash equal to the Reserve Amount (as defined in the Contingent Lease Support Agreement); xi. to the Title Company, title affidavits in the forms attached hereto as Exhibit I, as well as any other affidavit, indemnity, certificate or instrument reasonably required by the Title Company in order to effectuate the issuance of the Title Policy subject only to Permitted Liens; and xii. to each of OpCo Purchaser and PropCo Purchaser, as applicable, each of the other Ancillary Agreements, duly and validly executed by the parties thereto other than OpCo Purchaser or PropCo Purchaser.

  • Buyer’s Deliveries At Closing of the Hotel, Buyer shall deliver the following:

  • Purchaser’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Sections 6.2, Purchaser shall execute and/or deliver to Seller all of the following: (i) Payment of the Purchase Price as required under Section 3.3(a) hereof. (ii) An assumption agreement, duly executed by Purchaser, under which Purchaser assumes those Assumed Liabilities described in Section 2.2 hereof. (iii) An incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser. (iv) A certified copy of resolutions of Purchaser's Board of Directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents (v) A closing certificate executed by an executive officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser. (vi) Such other documents from Purchaser as may reasonably be required in order to effectuate the transactions contemplated (i) hereby and (ii) by the Purchaser's Ancillary Documents.

  • Purchaser Deliverables The Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).

  • Seller Closing Deliveries Seller shall deliver the following documents to the Escrow Agent on or before the Closing Date: (a) With respect to the Asset: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a xxxx of sale duly executed by Seller in substantially the form of Exhibit F attached hereto, relating to all fixtures, chattels, equipment and articles of Personal Property owned by Seller which are currently located upon or attached to the Property and used solely in connection with the operation of the Property (but not including items owned or leased by tenants, the Property Manager, or which are leased by Seller or any Excluded Assets); (iv) the Assignment of Contracts duly executed by Seller; (v) the Tenant Notices duly executed by Seller; (vi) notice letters to the vendors under the Assumed Contracts duly executed by Seller; (vii) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit G attached hereto; (viii) the Assignment of Licenses, Permits, Warranties and General Intangibles duly executed by Seller; and (ix) to the extent in Seller’s possession, copies of the Space Leases which delivery may be satisfied by delivery of the on-site property management office at the Property. (b) With respect to the transactions contemplated hereunder: (i) all transfer tax returns to the extent required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller and Buyer and duly executed by Seller; and (ii) a Closing Statement duly executed by Seller.

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