Seller’s Documents and Deliveries. On the Closing Date, each Seller shall deliver or cause to be delivered to Purchaser the following:
(i) copies of its Certificates of Incorporation or Certification of Formation, as applicable, including all amendments thereto, certified by the Secretary of State of its jurisdiction of incorporation or formation;
(ii) certificates from the Secretary of State of its jurisdictions of incorporation, formation or existence, as applicable, to the effect that it is in good standing in such jurisdiction and listing all of its charter documents on file in such state, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned);
(iii) a certificate from the Secretary of State or other appropriate official in each state in which such Seller is qualified to do business to the effect that such Seller is in good standing in such state; in each case, dated within thirty (30) days prior to the Closing Date (or such later date as may be reasonably acceptable to Purchaser and the Title Company if the Closing has been adjourned);
(iv) incumbency certificates with respect to each of the persons signing this Agreement and any other document or certificate in connection herewith on behalf of such Seller and evidence reasonably satisfactory to Purchaser of such Seller's authority to execute and deliver this Agreement and the Closing Documents;
(v) a duly executed and acknowledged deed (or local equivalent), in the form of Exhibit 18(a)(v), containing such additional items or modifications as are required under the laws of the applicable jurisdiction to render such instrument in form acceptable for recording, effective to convey fee simple interest in the Property owned by such Seller;
(vi) a duly executed Bill of Sale in the form of Exhibit 18(a)(vi);
(vii) originals of axx xetters of credit held by each Seller as security under the Leases, but only to the extent the same have not been applied in accordance with the Leases or returned to tenants (in each case to the extent permitted hereunder) and relate to tenants occupying space in such Seller's Property on the Closing Date pursuant to Leases then in effect (the "Transferred L/C Security Deposits") and, thereafter, such Seller shall reasonably cooperate with Purchaser after Closing to obtain the proper assignment of any such letter of credit following Closing, and at Purchaser's written direction after Closing,...
Seller’s Documents and Deliveries. On the Closing Date, if not previously delivered to Buyer, Seller shall deliver or cause to be duly executed and delivered to Buyer and/or the Title Company (as applicable) the following:
Seller’s Documents and Deliveries. On the Closing Date, Seller shall deliver or cause to be delivered to Purchaser the following:
(i) with respect to each fee-owned Property, a duly executed and acknowledged bargain and sale deed with covenants against grantor’s acts with respect to such Property in a form that complies with the local recording requirements for the jurisdiction in which such Property is located;
(ii) with respect to each Property, a duly executed xxxx of sale in the form of Exhibit D;
(iii) a duly executed certification as to each Seller’s non-foreign status as prescribed in Section 19, if appropriate, in the form of Exhibit E-1–E-2;
(iv) the Title Affidavit;
(v) originals or, if originals are unavailable, copies, of all books, records, operating reports, financial statements, files, plans and specifications, and other materials but only to the extent in Seller’s possession that are necessary or beneficial to the continuity of ownership of the Properties, including without limitation originals of all permits and licenses and other material documents necessary to operate the Properties;
(vi) a certificate dated as of the Closing Date, certifying that the condition set forth in Section 9(b)(i) is satisfied as of such date; and
(vii) a duly executed termination of the Operating Leases and of the Master Lease;
(viii) Any Summit Lease Estoppel Certificate received by Seller; and
(ix) the necessary certificates of titles duly endorsed for transfer of title or assignment of leases relating to any vehicles owned or leased by Seller and constituting part of the Seller Assets.
Seller’s Documents and Deliveries. On the Closing Date, if not previously delivered to, or not in the possession or control of Purchaser, Seller shall deliver or cause to be delivered to Purchaser the following:
(i) A duly executed certification as to Seller’s non-foreign status, if appropriate, in the form attached hereto as Exhibit 1;
(ii) A duly executed instrument effectuating the resignation, as of the Closing Date, of all RAIT Fund Managers (as defined in each JV Agreement) and all RF Series Trustees (as defined in the bylaws of Holdings 2016 Trust and in the bylaws of Holdings 2017 Trust), in the form attached hereto as Exhibits 6 and 7, respectively; and
(iii) Any other documents required in connection with the transactions contemplated by this Agreement.
