Seller’s Deliveries to Purchaser. At Closing, Seller shall deliver to Purchaser the instruments and items set forth below:
(a) Stock certificates representing the Shares, registered in the name of Seller, duly endorsed in blank or accompanied by duly executed stock powers;
(b) A certificate of Seller's Secretary or an Assistant Secretary certifying resolutions adopted by the Board of Directors of Seller authorizing and approving the execution, delivery and performance of this Agreement and the transfer of the Shares to Purchaser pursuant to this Agreement;
(c) The written resignations of the directors of the Subsidiaries and their subsidiaries (excluding the directors of certain subsidiaries that are designated by certain parties pursuant to contractual arrangements with such parties);
(d) The stock books, stock ledgers, minute books, and corporate seals of the Subsidiaries and their subsidiaries;
(e) All Certificates of Seller's officers required under or in connection with this Agreement;
(f) Certificates of status of compliance or good standing from each State in which Seller or its Subsidiaries are qualified to transact business, dated not more than thirty (30) days before the Closing Date;
(g) A certificate of Seller's Secretary or an Assistant Secretary certifying that the stockholders of Seller have approved the transactions contemplated by this Agreement;
(h) Any updates of Schedules or Exhibits dated the Closing Date and certified by Seller's Secretary or an Assistant Secretary; and
(i) All other documents, certificates, instruments, agreements and writings required to be delivered by Seller on or before the Closing Date pursuant to this Agreement.
Seller’s Deliveries to Purchaser. (a) Seller will deliver the following within three (3) Business Days after the Effective Date (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement), all to the extent the same are in the possession of Seller:
(i) Copies of the current property tax bills with respect to the Property.
(ii) Copies of operating statements for 2004, 2005 and 2006 (year to date) with respect to the Property.
(iii) Copies of all Leases, guarantees, any amendments and letter agreements relating thereto existing as of the Effective Date.
(iv) 2004 and 2005 year end CAM reconciliation statements.
(v) All Operating Agreements currently in place at the Property.
(vi) A copy of Seller’s current policy of title insurance with respect to the Land and Improvements.
(vii) A copy of the Existing Survey (together with any other materials delivered by Seller to Purchaser being herein referred to collectively as the “Property Documents”).
(b) From the Effective Date until the Closing Date, or earlier termination of this Agreement, Seller shall allow Purchaser and Purchaser’s representatives, on reasonable advance notice and during normal business hours, to have access to Seller’s existing non-confidential books, records and files relating to the Property, at the office of Seller at 0000 Xxx Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx 00000, for the purpose of inspecting and (at Purchaser’s expense) copying the same, including, without limitation, copies of any financial statements or other financial information of the tenants under the Leases (and the lease guarantors, if any), written information relative to the tenants’ payment history, and tenant correspondence, to the extent Seller has the same in its possession; available surveys, available records of any operating costs and expenses and similar materials relating to the operation, maintenance, repair, management and leasing of the Property, to the extent any or all of the same are in the possession of Seller, subject, however, to the limitations of any confidentiality or nondisclosure agreement to which Seller may be bound, and provided that Seller shall not be required to deliver or make available to Purchaser any appraisals, third party property condition reports obtained by Seller in connection with the Property (including without limitation reports, correspondence and related materials relating to the environm...
Seller’s Deliveries to Purchaser. At or prior to the Closing, Seller shall deliver to Purchaser the following:
Seller’s Deliveries to Purchaser. On the Closing Date, subject to the terms and conditions set forth in this Agreement, Seller shall make the following deliveries to Purchaser:
(1) Duly executed assignments of the Intellectual Property Rights in the form attached hereto as Exhibit B;
(2) A duly executed Bill of Sale with respect to the Acquired Assets in the form attached herxxx as Exhibit C;
(3) The executed certificate required in Section 5.1(f) hereof;
Seller’s Deliveries to Purchaser. On the Closing Date, subject to the terms and conditions set forth in this Agreement, Seller shall make the following deliveries to Purchaser:
(1) The duly executed Xenation License, substantially in the form attached hereto as Exhibit A;
(2) Duly executed assignments of the Intellectual Property Rights, substantially in the form attached hereto as Exhibit B;
(3) A duly executed Xxxx of Sale with respect to the Acquired Assets, substantially in the form attached hereto as Exhibit C;
(4) The executed certificate required in Section 5.1(f) hereof;
(5) A good standing certificate from the Secretary of the Commonwealth of Massachusetts;
(6) A duly executed resolution of Seller’s board of directors authorizing the execution, delivery and performance of this Agreement, certified as having been duly adopted and as being in full force and effect on the Closing Date;
(7) Copies of valid and enforceable non-disclosure and trade secret agreements as provided in Section 2.6(c);
(8) A copy of the employment agreement between Seller and Xx. Xxxxxxx X. Hollows, which shall have a term at least through June 30, 2009 and include terms and conditions acceptable to Purchaser (the “Hollows Employment Agreement”); and
(9) All other items or documents reasonably requested by Purchaser or Purchaser’s counsel.
Seller’s Deliveries to Purchaser. Delivery of Instruments and Documents 3
Seller’s Deliveries to Purchaser. On the Closing Date, Seller shall execute (and where required, acknowledge) and deliver to Purchaser, or cause to be executed (and where required, acknowledged) and delivered to Purchaser, the following:
(i) An Assignment of Land Lease (the "ASSIGNMENT") in the form annexed hereto as EXHIBIT D conveying to Purchaser insurable, good and marketable title to the Leasehold Interest, subject only to the Permitted Exceptions;
(ii) A Bargain and Sale Deed with covenant against grantor's acts (the "DEED") in the form annexed hereto as EXHIBIT E, conveying to Purchaser insurable, good and marketable title to the Improvements, subject only to the Permitted Exceptions;
(iii) An Assignment of Lease (the "SUBLEASE ASSIGNMENT") in the form annexed hereto as EXHIBIT F, assigning to Purchaser the landlord's interest in the Kenbee Lease.
(iv) A Xxxx of Sale and Omnibus Assignment in the form annexed hereto as EXHIBIT G transferring to Purchaser all --------- Personalty;
(v) A Mechanics' lien, possession and gap affidavit, and any other such affidavits and documents as may reasonably be required by the Title Company;
Seller’s Deliveries to Purchaser. Purchaser's Access to ------------------------------------------------------- Seller's Property Records. -------------------------
(a) Purchaser acknowledges receipt of the following (and Purchaser further acknowledges that no additional items are required to be delivered by Seller to Purchaser except as may be expressly set forth in other provisions of this Agreement):
(i) Copies of current Property tax bills and assessor's statements of current assessed value.
(ii) Copies of Property operating statements for the past 24 months.
(iii) 2001 Operating Budget with respect to the Property.
(iv) Copies of all Leases, guarantees, any amendments and letter agreements relating thereto existing as of the Effective Date.
(v) An aged tenant receivable report, if any, regarding income from the tenants.
(vi) Monthly tenant, tax and CAM billing statements and general ledger for the past 24 months.
(vii) All Operating Agreements currently in place at the Property.
(viii) A copy of Seller's (or its affiliate's) current policy of title insurance with respect to the Land and Improvements.
(ix) A copy of the Existing Survey.
Seller’s Deliveries to Purchaser. At Closing, Seller shall deliver to Purchaser the following:
(a) An Assignment, without recourse, of the Receivables in such form as may be mutually agreed upon by the parties hereto, (the "Receivables Assignment");
(b) Such form UCC-1 financing statement or statements as shall be required to evidence the purchase and sale of Receivables hereunder;
(c) A certificate of a Co-Trustee of Seller certifying resolutions adopted by the Co-Trustees of Seller authorizing and approving the execution, delivery and performance of this Agreement and the transfer of the Receivables to Purchaser pursuant to this Agreement;
(d) A certificate of existence of Seller issued by the Secretary of State of the State of Delaware, dated not more than thirty (30) days before the Closing Date; and
(e) All other documents, certificates, instruments, agreements and writings required to be delivered by Seller on the Closing Date pursuant to this Agreement.
Seller’s Deliveries to Purchaser. 6.1 Delivery of Instruments and Documents........................13 6.1.1 Deed.................................................13 6.1.2 Assignment of Leases and Contracts...................13 6.1.3
