Seller's Deliveries to Escrow Holder Sample Clauses

Seller's Deliveries to Escrow Holder. 4.2.1 Prior to the Scheduled Closing Date (subject to extension pursuant to SECTION 7.1), Seller shall deliver to Escrow Holder the following documents duly executed and, where applicable, acknowledged by Seller, each of which shall be undated and the delivery of each of which shall be a condition precedent to the obligation of Buyer to close hereunder.
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Seller's Deliveries to Escrow Holder. At least two (2) business days prior to the Closing Date, except as to possession of the Property which shall be delivered as of Closing, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged:
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Seller's Deliveries to Escrow Holder. Prior to the Closing, Seller shall deliver to Escrow Holder: (1) Three (3) counterparts of the assignment of the Ground Lease duly executed by Seller substantially in the form attached hereto as “Exhibit E” attached hereto (the “Ground Lease Assignment”); (2) Three (3) counterparts of the Memorandum of Ground Lease Assignment, duly executed and acknowledged by Seller, substantially in the form attached hereto as “Exhibit F” (the “Memorandum”); (3) If Stanford requires that Seller sign the Stanford Consent, one (1) original or copy of Stanford’s Consent, with the original signature of Seller; (4) Two (2) counterparts of a xxxx of sale, duly executed by Seller, substantially in the form of “Exhibit C” attached hereto (“Xxxx of Sale”); (5) Two (2) counterparts of an assignment and assumption, duly executed by Seller, substantially in the form of “Exhibit D” attached hereto (“Assignment and Assumption”); (6) Two (2) counterparts of the post-closing agreement, duly executed by Seller, substantially in the form of “Exhibit H” attached hereto (“Post-Closing Agreement”); (7) Any owner’s statements or affidavits as may be reasonably requested by the Title Company or the Escrow Holder to consummate the transactions contemplated hereby, including, without limitation, any evidence of good standing and authority of Seller to convey the Property to Buyer, and a FIRPTA statement completed and executed by Roche Holdings, Inc. pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code, as Seller is treated as a disregarded entity for U.S. federal income tax purposes, and Roche Holdings, Inc. is treated as the owner of the Seller for such purposes, and a California Franchise Tax Board Form 590 signed by Seller or Roche Holdings, Inc., as appropriate. (8) One (1) original guaranty of Seller’s obligations under this Agreement by Roche Holdings, Inc., substantially in the form attached hereto as “Exhibit G”; and (9) One (1) original of each of the Required Consents and the Required Estoppels received by Seller, duly executed by the other parties to such contracts, and one (1) original of each Required Estoppel as to which the third parties to such contracts refused to provide estoppel certificates, duly executed by Seller.
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Seller's Deliveries to Escrow Holder. At least two (2) business days prior to the Closing Date, except as to possession of the Property which shall be delivered as of Closing, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged: (a) Seller’s Charges. Immediately available funds in the amount necessary to pay Seller’s Charges as set forth in Section 11(a) herein; provided, however, that instead of depositing such funds into Escrow Seller shall have the right to have Seller’s Charges deducted from the sale proceeds due to Seller.
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Seller's Deliveries to Escrow Holder. (a) Seller's Delivered Documents. At least one (1) business day prior ---------------------------- to the Closing Date, Seller shall deposit or cause to be deposited with Escrow Holder the following items, duly executed and, where appropriate, acknowledged ("Seller's Delivered Items"):
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Seller's Deliveries to Escrow Holder. No later than 5:00 p.m. on the last Business Day before the Scheduled Closing Date, Seller shall deliver to the Escrow Holder the following: 9.2.1. The Deed executed by Xxxxxx and acknowledged by a notary public. 9.2.2. Two (2) counterpart originals of the Seller’s Lease in the form of attached Exhibit C executed by Seller. 9.2.3. Seller’s Letter of Credit. 9.2.4. Two (2) counterpart originals of the Bill of Sale, Assignment, and Assumption of Intangible Property in the form of attached Exhibit D (the “Bill of Sale and Assignment”) executed by Seller. 9.2.5. A FIRPTA Affidavit executed by Xxxxxx stating that Xxxxxx is not a foreign person (as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder). 9.2.6. A California Withholding Exemption Certificate (Form 593) (the “FTB 593”) executed by Xxxxxx. 9.2.7. A closing statement setting forth the Purchase Price and all closing credits and adjustments expressly provided for in this Agreement (“Closing Statement”) executed by Seller. 9.2.8. Such authorization documentation of each Party comprising Seller and such other instruments and documents executed by Seller as shall be reasonably required by the Title Company to consummate this transaction. 9.2.9. 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.
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Seller's Deliveries to Escrow Holder. On or before one (1) day before the Close of Escrow, Seller shall deliver to Escrow Holder all of the following:
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Seller's Deliveries to Escrow Holder 
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Related to Seller's Deliveries to Escrow Holder

  • Deliveries at Closing (i) At the Closing, Purchaser shall deliver to Seller: (1) the Estimated Purchase Price by wire transfer of immediately available funds to the bank account of Seller set forth in the Pre-Closing Certificate; (2) to each Person identified in the Pre-Closing Certificate as a recipient of an amount in respect of the Closing Date Funded Indebtedness, such amount by wire transfer of immediately available funds to the bank account of such Person set forth in the Pre-Closing Certificate; (3) to each Person identified in the Pre-Closing Certificate as a recipient of an amount in respect of the Closing Company Transaction Expenses, such amount by wire transfer of immediately available funds to the bank account of such Person set forth in the Pre-Closing Certificate; and (4) a Transition Services Agreement, in substantially the form of Exhibit B (the “Transition Services Agreement”), duly executed by the Company. (ii) At the Closing, Seller shall deliver to Purchaser: (1) written resignations of all officers and directors (or those individuals holding similar positions) of the Acquired Companies other than those listed on Schedule 1.2(c)(ii)(1), effective as of the Closing; (2) the Transition Services Agreement, duly executed by Seller; (3) original stock certificates representing the Shares, duly endorsed in blank for transfer to, or accompanied by duly executed stock transfer powers executed in favor of, Purchaser; (4) good standing (to the extent applicable in the particular jurisdiction) certificates for each of the Acquired Companies from the jurisdiction of each such Person’s organization; (5) payoff and release letters from the holders of the Closing Date Indebtedness of the type contemplated by clauses “(a)” and “(c)” of the definition of “Indebtedness” (the “Closing Date Funded Indebtedness”) that (i) reflect the amounts required in order to pay in full such Indebtedness; and (ii) provide that, upon payment in full of the amounts indicated, all Encumbrances on assets of the Acquired Companies with respect to the Closing Date Funded Indebtedness shall be terminated and of no further force and effect, together with UCC-3 termination statements with respect to the financing statements filed against the assets of the Acquired Companies by the holders of such Encumbrances, in each case in form and substance reasonably satisfactory to Purchaser; (6) a certificate in form and substance reasonably satisfactory to Purchaser executed by Seller under penalties of perjury, certifying that Seller is not a “foreign person” as defined in Section 1445 of the Code; and (7) evidence reasonably satisfactory to Purchaser of the full and final discharge of any payables owed by any Acquired Company to Seller, Seller Parent or any of their Subsidiaries (other than any other Acquired Company).

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