Sellers Deliveries to Buyer. At or prior to the Close of Escrow, Seller shall deliver to Buyer or cause to be available to Buyer on-site at the Hotel, the following documents, to the extent the same have not already been delivered and to the extent in the possession or control of Seller:
Sellers Deliveries to Buyer. At the Closing, Seller will duly execute, if applicable, and deliver to Buyer:
(i) evidence that Seller has, at Seller’s expense and without cost or other materially adverse consequence to Buyer, sent all notices, made all filings and obtained all Consents required to be sent, made and obtained by Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; provided, however, that it shall not be a condition to Closing that Seller obtain any Consents with respect to Contracts as set forth in Section 1.3;
(ii) the Bxxx of Sale, dated the Closing Date, in the form attached hereto as Exhibit A (the “Bxxx of Sale”) executed by Seller; the executed counterpart signature page of Seller to the Assignment and Assumption Agreement, dated the Closing Date, in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); and such other bills of sale, assignments, deeds, certificates of title, documents and other instruments of transfer and conveyance as may be reasonably requested by Buyer, each in form and substance satisfactory to Buyer and Seller, dated the Closing Date and duly executed by Seller;
(iii) copy of a pay-off letter from the Senior Lender relating to the Senior Indebtedness in a form reasonably acceptable to Buyer (the “Senior Pay-off Letter”);
(iv) copies of resolutions of Seller’ managers, managing members and unitholders, authorizing and approving the execution, delivery and performance of this Agreement and the consummation of the transactions; and
(v) any other documents as may be reasonably requested by Buyer to effect the transactions.
Sellers Deliveries to Buyer. At the Closing, subject to the provisions hereof, Seller will deliver to Buyer:
(1) Certificates representing the Shares duly endorsed in blank or accompanied by stock powers duly executed in blank, and any other documents as are required to transfer to Buyer good and marketable title to such Shares free and clear of all liens and otherwise in accordance with the terms hereof (other than any restrictions imposed pursuant to the Securities Act of 1933, as amended);
(2) Copies of the approvals and consents required under Section 6.5;
(3) The directors and shareholders minute books and the stock register of the Company;
(4) A certificate of good standing for Seller and the Company issued by the Secretary of State of their respective states of incorporation, as of a date reasonably close to the Closing Date, certifying that each such corporation is in good standing upon the records of its office;
(5) A certificate of an authorized office of the Seller, dated the Closing Date, certifying as to the satisfaction of the conditions set forth in Sections 8.1(a) and (b) and as to copies of the Certificate of Incorporation and Bylaws of the Company, and as to corporate resolutions and incumbency;
(6) Such other instruments and documents as are (i) required by any other provisions of this Agreement, or (ii) reasonably necessary in the opinion of the Buyer to effect performance of this Agreement by Seller; and
(7) An opinion of Michxxx X. Xxxxxxx, Xxneral Counsel to Seller, in form and substance reasonably satisfactory to Buyer.
Sellers Deliveries to Buyer. Upon confirmation of the Closing, Seller shall deliver to Buyer (i) possession of the Real Property and Personal Property, subject to the rights of the Tenant pursuant to the Lease and all Permitted Exceptions, and (ii) the originals in Seller's possession of the Lease.
Sellers Deliveries to Buyer. At the Closing, Seller will duly execute, if applicable, and deliver to Buyer:
(i) evidence that Seller has, at Seller’s expense and without cost or other adverse consequence to Buyer, sent all notices, made all filings and obtained all Consents and Orders required to be sent, made and obtained by Seller in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;
(ii) the Bxxx of Sale, dated the Closing Date, in the form attached hereto as Exhibit A (the “Bxxx of Sale”) executed by Seller; the executed counterpart signature page of Seller to the Assignment and Assumption Agreement, dated the Closing Date, in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”); and such other bills of sale, assignments, deeds, certificates of title, documents and other instruments of transfer and conveyance as may be reasonably requested by Buyer to effect the transactions contemplated by this Agreement, each in form and substance satisfactory to Buyer and Seller, dated the Closing Date and duly executed by Seller;
(iii) the Registration Rights Agreement, duly executed by Seller and any of its designees to whom the NBEV Shares are issued at Closing;
(iv) a certificate, dated as of the Closing Date and executed by a manager or executive officer of Seller, certifying as to the fulfillment of the conditions set forth in Sections 8.1(b) and (c);
(v) a certificate, dated as of the Closing Date and executed by a manager or secretary of Seller, certifying as to (A) (1) the certificate of formation of the Seller and (2) certificates of good standing of the Seller of the jurisdiction of the Seller’s formation certified not later than ten (10) days prior to the Closing Date by the Secretary of State of such jurisdiction, (B) resolutions of the managers of the Seller authorizing and approving the execution, delivery and performance by the Seller of this Agreement and any other Transaction Documents to which the Seller is a party, and (C) the incumbency and signatures of the managers and officers of the Seller executing this Agreement and any Transaction Documents to which the Seller is a party;
(vi) a form UXX 0000 (Business Transferor’s Notice to Transferee of Unemployment Tax Liability and Rate), duly executed by Seller;
(vii) a noncompetition agreement between Buyer and each of Seller, Gxxx Xxxxxxxx and Axxx Xxxxxxx, in the forms attached hereto as Exhibits C-1 and C-2, duly executed by ...
Sellers Deliveries to Buyer. Seller shall, at or before the Closing, deliver to Buyer each of the following:
3.4.1 Keys or codes to locks on the Properties (which items shall be delivered to Buyer on the Closing Date at the relevant Property or otherwise);
3.4.2 To the extent within Seller's possession or control, originals or photocopies, including electronic versions if any, of (i) any leases, licenses and occupancy agreements and amendments and guaranties thereof then covering all or any portion of the Properties (collectively, the "Leases"), (ii) any contracts, agreements and indemnities to which Seller, an affiliate of Seller, the Company, either of the Property Owning Entities or Stadium Gateway LLC is a party that relate to the upkeep, repair, maintenance or operation of the Properties and that will remain in effect following the Closing, including without limitation any title insurance policies, (iii) any existing warranties and guaranties benefiting the Properties, (iv) any existing permits, licenses, approvals and authorizations issued by any governmental authority in connection with the Properties, (v) any plans and specifications for the Properties, and (vi) all books, financial, tax and other records, documents and files pertaining to the Company, the Property Owning Entities and Stadium Gateway LLC, including, without limitation, all books, records and accounts relating to the loan (the "Cerritos Loan") evidenced by, inter alia, that certain Consent, Transfer Agreement and Amendment to Leasehold Deed of Trust with Release, dated as of March 30, 2012, by and among Macquarie Office II LLC, a Delaware limited liability company, Buyer, Cerritos Corporate Center Owner, the Company, and U.S. Bank, National Association, as Trustee for the registered holders of Xxxxxxx Xxxxx Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through Certificates, Series 2006-C1 (the "Cerritos Lender") and the loan evidenced by, inter alia, that certain Modification of Deed of Trust and Other Loan Documents, dated as of March 30, 2012, by and between One Cal Plaza Owner, as borrower, and Metropolitan Life Insurance Company, a New York corporation ("MetLife"), as lender (the "One Cal Loan"), and (vii) documents evidencing any entitlements or rights to develop additional improvements on the Properties, together with such leasing and property files and records located at the Properties or the property manager's office which are material in connection with the continued operation, leasing and maintenan...
Sellers Deliveries to Buyer. Seller will deliver to Buyer or its designee:
(i) The Membership Interest Assignment, duly executed on behalf of Seller;
(ii) The Assignment and Xxxx of Sale, duly executed on behalf of Seller;
(iii) The Transition Services Agreement, duly executed on behalf of Seller;
(iv) The Transloader Patent License, duly executed on behalf of Seller;
(v) The Employment Agreement, duly executed on behalf of each of Xxxx Xxxxx and Xxxxx Xxxxxxxxx;
(vi) The Consulting Agreement, duly executed on behalf of Xxxxx Xxxxxxxxx;
(vii) An Officer’s Certificate, substantially in the form of Exhibit G, duly executed on behalf of Seller, as to whether each condition specified in Section 8 has been satisfied in all respects;
(viii) A Secretary’s Certificate, substantially in the form of Exhibit H, duly executed on behalf of Seller;
(ix) A non-foreign affidavit as referred to in Section 1445(b)(2) of the Code, substantially in the form of Exhibit I;
(x) The resignation, effective as of the Closing, of each officer of the Company and MCE Blending;
(xi) The Non-competition Agreement, duly executed on behalf of MCEC and Xxxxx X. Xxxxxxxxx;
(xii) An Assignment of Membership Interest (the “MCE Blending Assignment”) in substantially the form of Exhibit L, pursuant to which, at and contemporaneously with the Closing, MCEC shall convey to Buyer all of MCEC’s membership interest in MCE Blending;
(xiii) The Canadian Butane Supply Agreements, duly executed on behalf of Texon Canada ULC; and
Sellers Deliveries to Buyer. Upon the Closing, Seller shall deliver to Buyer all right, title and interest in and possession of the Property, subject to the rights of the Tenants under the Leases. Subsequent to the Closing, Seller shall, from time to time, upon request by Buyer, at no material cost or liability to Seller, execute and deliver such consents, waivers and other documents as may be required by Buyer in connection with the ownership and operation of the Property.
Sellers Deliveries to Buyer. Upon confirmation of the Closing, Seller shall deliver to Buyer (i) possession of the Real Property and Personal Property, subject to the matters set forth in Section 3.3 above.
