Closing Deliveries of Seller. At the Closing, Seller shall deliver to Purchaser:
(a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and
Closing Deliveries of Seller. Except as otherwise stated in subsection (a) below, at or before the Closing, Seller will deliver to Buyer each of the items contemplated to be so delivered by this Agreement, including each of the following items:
(a) written confirmation of the Estimated Purchase Price no later than three (3) Business Days prior to the Closing Date;
(b) a special warranty deed conveying to Buyer the Owned Real Property, subject only to Permitted Liens, in the form attached hereto as Exhibit E (the “Deed”), duly executed by Seller;
(c) a xxxx of sale, with respect to all of Seller’s right, title and interest in and to the Personal Property, in the form attached hereto as Exhibit F (the “Xxxx of Sale”), duly executed by Seller;
(d) an assignment and assumption agreement assigning all of Seller’s rights and obligations under the Assigned Contracts and Assigned Permits, in the form attached hereto as Exhibit G (the “Assignment and Assumption Agreement”), duly executed by Seller;
(e) an agreement providing for certain transition services by RSI Communities LLC, in the form attached hereto as Exhibit H (the “Warranty Services Agreement”), duly executed by Seller, RSI Communities LLC and RSI Holding LLC;
(f) an agreement providing for certain indemnification obligations by RSI Holding LLC, in the form attached hereto as Exhibit I (the “Holding Indemnity Agreement”), duly executed by RSI Holding LLC;
(g) such customary owner’s affidavits, indemnities (including “gap,” non-imputation, and mechanics liens) and other documents and instruments as may be reasonably required by the Title Company in order to issue the Title Policy;
(h) the Escrow Agreement, duly executed by Seller;
(i) a non-foreign affidavit, executed by Seller (or, if Seller is a disregarded entity for federal income tax purposes, the applicable Person required to execute such affidavit), in form and substance required under the Treasury Regulations issued pursuant to Section 1445 of the Tax Code and otherwise reasonably satisfactory to Buyer and the Title Company, accurately stating that Seller (or, if Seller is a disregarded entity for federal income tax purposes, the applicable Person) is not a “foreign person” within the meaning of Section 1445 of the Tax Code, and any similar certificates required under applicable state and local law;
(j) an IRS Form W-9, duly executed by Seller (or, if Seller is a disregarded entity for federal income tax purposes, the applicable Person); and
(k) all other documents as the Titl...
Closing Deliveries of Seller. At Closing, Seller shall deliver to Buyer all agreements, documents, instruments or certificates required to be delivered by Seller or the Company at or prior to the Closing pursuant to Section 7.02 of this Agreement.
Closing Deliveries of Seller. SECTION 6.1. At Closing, Seller shall deliver to Purchaser the following:
(a) Certificates (or affidavits certifying that the certificates have been lost, if applicable) evidencing the membership interests to be transferred pursuant to this Agreement, which certificates shall be properly endorsed for transfer or accompanied by duly executed stock powers, in either case executed in blank or in favor of Purchaser or as Purchaser may have directed prior to the Closing, and shall have any requisite transfer tax stamps attached thereto;
(b) Good standing certificates, dated no more that five (5) days prior to the Closing Date, from the appropriate authorities in the jurisdiction of organization of the Company and in each jurisdiction in which the Company does business, showing the Company to be in good standing in the applicable jurisdiction;
(c) All consents (including such permits or authorizations as may be required by any regulatory authority) necessary or desirable to effect the transactions contemplated hereby, executed by the appropriate parties in each case in a form satisfactory to Purchaser; and
(d) Such other documents and agreements as reasonably requested by Purchaser.
Closing Deliveries of Seller. At the Closing, Seller shall deliver, or cause to be delivered, to Buyer:
(a) A certificate dated as of the Closing Date, to the effect that the representations and warranties of Seller contained in this Agreement (and the Schedules to be provided for Closing) are true and correct in all material respects at and as of the Closing Date and that Seller has complied with or performed in all material respects all terms, covenants and conditions to be complied with or performed by Seller on or prior to the Closing Date;
(b) A certificate, dated as of the Closing Date, certifying as to the Articles of Incorporation and Bylaws of Seller, the incumbency and signatures of the officers of each of Seller and copies of the directors' and shareholders' resolutions of Seller approving and authorizing the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby;
(c) Stock certificates representing all of Seller's Shares, duly endorsed for transfer to the Buyer or as the Buyer may otherwise direct.
(d) Such other documents, at the Closing or subsequently, as may be reasonably requested by Buyer as necessary for the implementation and consummation of this Agreement and the transactions contemplated hereby.
Closing Deliveries of Seller. The obligation of Buyer to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction or waiver of the following conditions to Buyer’s reasonable satisfaction:
(a) Seller shall have delivered to Buyer the deliveries set forth in Section 2.6(a);
(b) all approvals, consents, and waivers that are listed in Section 7.1(b) of the Disclosure Schedule shall have been received and copies provided to Buyer;
(c) Seller shall have delivered to Buyer a good standing certificate for each of the Company and the Operating Company from the Secretary of State of the State of Delaware;
(d) Seller shall have delivered to Buyer a certificate of an officer of Seller certifying that the board of directors of Seller authorized the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby;
(e) Seller shall have caused the Company to deliver to Buyer a certificate of an officer of the Company certifying that attached thereto are true, correct, and complete copies of the Organizational Documents of the Company;
(f) Seller shall have caused the Operating Company to deliver to Buyer a certificate of an officer of the Operating Company certifying that attached thereto are true, correct, and complete copies of the Organizational Documents of the Operating Company;
(g) Seller shall have delivered to Buyer the resignations of the directors and officers of the Company and the Operating Company set forth in Section 7.1(g) of the Disclosure Schedule;
(h) [intentionally omitted];
(i) at or promptly following the Closing, the minute books and stock record books of the Company and the Operating Company will be delivered to Buyer or its designee, and, at the Closing, the books and records and Contracts of the Company and the Operating Company will be in the possession of the Company or the Operating Company;
(j) Seller shall have delivered to Buyer the Pay-Off Documents;
(k) Seller shall have delivered to Buyer evidence that all documents listed on Section 7.1(k) of the Disclosure Schedule have been terminated;
(l) Seller shall have delivered to Buyer a counterpart signature page to the Escrow Agreement, duly executed by it;
(m) Seller shall have delivered to Buyer a counterpart signature page to a flow of funds memorandum (the “Flow of Funds Memo”), duly executed by it;
(n) [intentionally omitted];
(o) Seller shall have delivered to Buyer a disk containing all of the due diligence Made Av...
Closing Deliveries of Seller. At the Closing, Seller will execute and deliver or cause to be executed and delivered, as applicable, to Buyer:
Closing Deliveries of Seller. At the Closing, Seller shall deliver (or cause to be delivered) to Purchaser each of the following:
(a) a xxxx of sale transferring the Vessel to Purchaser, duly executed by Seller and recordable by the National Vessel Documentation Center, in the form of Coast Guard Form CG-1340 attached hereto as Exhibit A;
(b) a certificate of delivery and acceptance in the form attached hereto as Exhibit B, duly executed by Seller;
(c) proof of removal of the Vessel under the Demise Charter;
(d) releases, including termination statements under the Uniform Commercial Code of any financing statements filed against the Vessel evidencing discharge, removal and termination of all Liens to which the Vessel is subject;
(e) a Certificate of Ownership of Vessel for the Vessel issued by the National Vessel Documentation Center on Coast Guard Form CG-1330;
(f) an Abstract of Title for the Vessel issued by the National Vessel Documentation Center on Coast guard Form CG-1332;
(g) a certificate of the Secretary of Seller, dated the Closing Date, as to the due authorization by Seller of this Agreement, the Ancillary Agreements and all other documents contemplated hereby and thereby, the transactions contemplated hereby and thereby and the directions to the Trustee to consummate the transactions contemplated hereby and thereby, and
(h) evidence satisfactory to Purchaser that any Consents required to be obtained by Seller in connection with the execution and performance of this Agreement by Seller have been obtained.
Closing Deliveries of Seller. At the Closing, Seller will deliver or cause to be delivered to Buyer:
(a) certificates representing the Shares, duly endorsed in blank or accompanied by appropriate stock powers duly endorsed in blank;
(b) counterpart of the Transition Agreement, duly executed by Seller;
(c) if applicable, certificates of good standing or certificates of existence, as the case may be, of Seller and each Acquired Company from its respective jurisdiction of organization;
(d) certificates of an officer of Seller and each Acquired Company certifying that its organizational documents, as certified and as delivered at the Closing, have not been amended or rescinded since the date of such certification and remain in full force and effect on the Closing Date;
(e) certified copies of resolutions of the board of directors (or equivalent governing body) of Seller authorizing, as applicable, the execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the Transactions;
(f) a certificate in compliance with and in the form set forth in Treasury Regulation section 1.1445-2(b)(2)(iv)(B).
(g) except as set forth on Schedule 4.2(g), resignations, effective as of the Effective Time, of all members of the board of directors (or equivalent governing body) and all officers of each of the Acquired Companies;
(h) the certificates to be delivered pursuant to Section 10.1 and Section 10.2, in each case duly executed by an officer of Seller;
(i) documentation evidencing the termination of the Intercompany Credit Agreement and the intercompany agreements required to be terminated pursuant to Section 8.15;
(j) with respect to each of the Acquired Company and to the extent not held by such entities, the Books and Records; and
(k) all other closing certificates and documents expressly required to be delivered by Seller or Affiliates of Seller to Buyer at the Closing pursuant to this Agreement.
