Documents to Be Delivered at Closing. At the Initial Closing, each Grantor which is a party hereto shall, directly or indirectly or through the attorney-in-fact appointed pursuant to Article 5 hereof, execute, acknowledge where deemed desirable or necessary by Optionee, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the following:
(a) An assignment and xxxx of sale (the “Assignment”), which shall be in a form satisfactory to Optionee, containing a warranty of title that such Grantor owns such Grantor’s Contributed Interest free and clear of all Encumbrances (as defined in Section 3.1) and reaffirming the accuracy of all representations and warranties and the satisfaction of all covenants made by such Grantor in Article 3 hereof.
(b) If requested by Optionee, a certified copy of all appropriate entity resolutions or actions and any other evidence requested by Optionee authorizing the execution, delivery and performance by Grantor of this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents, and any other instrument evidencing that all of Grantor’s representations and warranties remain true and correct as of the date of the IPO Closing.
(c) If requested by Optionee in the case of any Grantor which is a corporation, limited liability company, partnership, trust or other entity, an opinion from counsel for such Grantor in form and content reasonably acceptable to Optionee substantially to the effect that:
(i) such Grantor is a limited partnership, corporation, limited liability company or trust duly organized, validly existing and in good standing under the laws of the state of its organization and had and has all applicable power and authority to enter into, delivery and perform this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents;
(ii) the execution, delivery and performance of this Option Agreement, the Ancillary Agreements, if any, and the Closing Documents, and the transactions contemplated hereby and thereby, (x) do not and will not constitute a breach or a violation of Grantor’s partnership agreement, declaration of trust, operating agreement, charter or bylaws, as applicable (y) do not and will not violate any foreign, federal, state, local or other laws applicable to the Grantor or the Property or require the Grantor to obtain any approval, consent or waiver of, or make any filing with, any person or authority (governmental or otherwise) that has not been obtained or made or which does...
Documents to Be Delivered at Closing i. By the ISSUER
(1) Board of Directors Minutes authorizing the issuance of a certificate or certificates for 500,000 Shares, registered in the names of the SHAREHOLDERS based upon their holdings in Focus Financial Group, Inc. as agreed to on Exhibit A.
(2) The resignation of all officers of ISSUER.
(3) A Board of Directors resolution appointing such person as SHAREHOLDERS designate as a director(s)
Documents to Be Delivered at Closing. (a) At Closing, Seller will deliver to Buyer the following, executed and if applicable, acknowledged and in recordable form, as appropriate:
(1) the special warranty deed (with the only covenants being against grantors acts) to the Premises;
(2) the special warranty xxxx of sale for the Personal Property;
(3) an assignment or assignments, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, of the Leases and security deposits (together with tenant's portion of the interest earned thereon, if required by applicable law) as provided herein, and the Service Contracts together with the original Leases and the Service Contracts, and such other documents and instruments as shall be necessary to transfer to Buyer all of Seller's right, title and interest in and to the Leases and the security deposits thereunder, together with tenant's portion of any interest earned thereon, if required by law, and the Service Contracts;
(4) all Intangible Assets in Seller's possession, together with, to the extent assignable, an assignment assigning, without representation, warranty or recourse, the Intangible Assets to Buyer;
(5) the Rent Roll for the Premises, dated as of the date of Closing, certified by Seller as true, correct and complete;
(6) notices to all tenants, prepared by and in form and substance reasonably satisfactory to Buyer, instructing tenants to make all future rent payments to Buyer or its designee;
(7) evidence reasonably satisfactory to Buyer of termination effective as of Closing of the property management agreement for the Property with NPI-CL Management L.P.
(8) all licenses, permits, approvals and certificates required by local law to transfer the Premises to Buyer. Seller shall obtain such licenses, permits, approvals and certificates, but the cost to correct any violations or comply with any requirements necessary to obtain same shall be borne by Buyer and Seller in the same manner, in accordance with and as part of the provision of Paragraph 10
Documents to Be Delivered at Closing. At or prior to the Closing Date, the following documents, certificates and agreements relating to the Property (the "Closing Documents"), in form and substance satisfactory to Seller and Buyer, shall be executed and/or delivered by the respective parties thereto:
(a) A Bargain and Sale Deed conveying the Real Property from Seller to Buyer, in the form and substance typically used in the State of New Jersey.
(b) An Assignment by Seller to Buyer of all of Seller's right, title and interest in and to the Lease and with an assumption by Buyer of all of landlord's obligations under the Lease, in the form attached hereto as Exhibit E.
(c) An Assignment by Seller to Buyer of all of Seller's right, title and interest in and to the Plans, construction and design contracts, warranties and permits, in the form attached hereto as Exhibit F.
(d) Certificates of Seller and Buyer confirming the requisite authority to execute and deliver this Agreement and the Closing Documents.
(e) Non-foreign affidavit of Seller and, if required by local law or the Title Company, of Buyer.
(f) Such customary documents, agreements and certificates that may be reasonably required by Title Company.
(g) Notice to Tenant from Seller and Buyer of the sale to Buyer and instructing Tenant to pay all rental payments and to send all correspondence to Buyer.
(h) A certification from Seller (i) acknowledging and warranting that all outstanding punchlist items noted by the Tenant in the Estoppel (as hereafter defined) or as otherwise noted by Tenant, if any, and not completed, as evidenced by correspondence from the contractor itemizing any outstanding punchlist items (the "Contractor's Correspondence"), shall be completed by Seller pursuant to the terms of the Lease, and (ii) holding Buyer harmless with respect to the completion of such Punchlist items.
(i) The Estoppel (as hereafter defined).
(j) A temporary certificate of occupancy or its equivalent issued by the Township.
(k) The original Lease and Guaranty.
Documents to Be Delivered at Closing. (a) At the Closing, Terex and Sellers shall deliver, or cause to be delivered, to Buyer the following:
(i) certificates representing the Shares (together with all rights then or thereafter attaching thereto), with valid stock powers attached or, with respect to the Clark Germany Sharex, x notarial deed or deeds;
(ii) bills of sale, assignments and assumptions of leases, assignments and assumptions of contracts, a deed for the Owned Property and such other instruments of transfer and assignment of the CMHC Assets;
(iii) a copy of resolutions of the board of directors of Terex and each Seller authorizing the execution, delivery and performance of this Agreement by Terex and such Seller and a certificate of the secretary or assistant secretary of Terex and each Seller, dated the Closing Date, that such resolutions were duly adopted and are in full force and effect;
(iv) a certificate, dated the Closing Date, of the President or a Vice President of Terex and each Seller certifying that the representations and warranties specified in Sections 4.27 and 4.28 are true and correct; it being understood that (A) for the purposes of the certificate delivered pursuant to this Section 7.3(a)(iv), the representations and warranties of Terex and Sellers specified in Sections 4.27 and 4.28 shall be true and correct in all material respects unless the facts, events or circumstances giving rise to any untruths or inaccuracies in such representations or warranties are such as to result in a Material Adverse Change and (B) the foregoing standard of materiality shall not apply in connection to any claims for indemnification by Buyer under Article 9 hereof;
(v) an affidavit of Sellers required by Section 1445(b)(2) of the Code;
(vi) opinion of general counsel of Terex in the form attached hereto as Exhibit A;
(vii) the written resignations of the directors and officers of each of the Companies and Subsidiaries as Buyer shall request at least five business days prior to Closing;
(viii) stock powers, notarial deeds and other instruments necessary to transfer to Buyer or its nominees, without additional consideration, Shares owned by any person other than the Sellers, including, but not limited to, the directors and employees of the Companies referenced on Schedule 4.5; and
(ix) an agreement relating to the distribution of parts through the Terex Distribution Center substantially in the form attached as Exhibit B.
(b) At the Closing, Buyer shall deliver to Terex and Sellers the fol...
Documents to Be Delivered at Closing. At the Initial Closing, each ------------------------------------ Contributor shall execute, acknowledge where deemed necessary by the Operating Partnership, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the following:
(a) An Assignment of Interests (the "Assignment"), which shall contain ---------- a warranty of title that such Contributor owns such Contributor's Interests free and clear of all Encumbrances (as defined in Section 2.1 hereof), except, where applicable, for the Permitted Encumbrances (as defined in Section 2.1 hereof) and shall either (i) reaffirm the accuracy of all representations and warranties in all material respects and the satisfaction of all covenants made by such Contributor in Article II hereof or (ii) if such reaffirmation cannot be made, identify those representations, warranties and covenants of Article II hereof (other than Section 2.5 hereof) with respect to which circumstances have changed, represent that such Contributor has used all reasonable efforts within its control to prevent and remedy such breach, and reaffirm the accuracy of all other representations and warranties and the satisfaction of all other covenants made by such Contributor in Article II hereof.
(b) Any other documents reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer and convey such Contributor's Interests and effectuate the transactions contemplated hereby, including, without limitation, deeds, assignments of ground leases and space leases (as applicable), transfer tax and gains tax returns and any other filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of the Assignment is required.
Documents to Be Delivered at Closing. The following documents, in form reasonably acceptable to the parties, shall be delivered:
Documents to Be Delivered at Closing. (a) BY THE COMPANY:
(i) Board of Directors minutes authorizing the issuance of (A) two certificates of 1,000,000 shares of Series A Preferred Stock, each, registered in the name of each Shareholder, for a total issuance of 2,000,000 shares of Preferred Stock; and (B) two certificates of 2,699,998 shares of Common Stock each, registered in the name of each Shareholder, or in the name of the designated assign(s) of each Shareholder, provided that there are no more than six (6) assignees and all such assignees are either "accredited investors" as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, or sophisticated investors who attest in writing to the representations in Section 5(i) hereof.
(ii) Employment Agreement for XxXxxx Xxxxxxx as President and Chief Executive Officer of the Company, EPI, and QPI.
(iii) Employment Agreement for Xxx Xx Xxxxx as Chairman and Chief Operating Officer of the Company, and the Chief Operating Officer of EPI and QPI.
(iv) The Shareholders' Agreement to be entered into on the Closing among the Company and each of the Shareholders.
(v) The Registration Rights Agreement to be entered into on the Closing among the Company and each of the Shareholders.
(vi) A Board of Directors resolution appointing Xxxxxx Xx Xxxxx as a director of the Company.
(vii) Any SEC Reports filed after the signing of the Agreement.
(viii) All of the business and corporate records of the Company, including but not limited to, correspondence files, bank statements, checkbooks, savings account books, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts.
(ix) Such other minutes of the Company's shareholders or directors as may reasonably be required by the Shareholder.
(x) A certificate executed by a duly authorized officer of the Company certifying that: (A) the representations and warranties in Section 2 hereof are true and correct in all material respects as of the Closing, (B) true and complete copies of the resolutions duly and validly adopted by the board of directors of the Company evidencing their authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been provided to the Shareholders, and (C) the person signing this Agreement on behalf of the Company is authorized to signed this Agreement and the other documents to be delivered hereunder on behalf of t...
Documents to Be Delivered at Closing. 9.2.1 At the Closing, Seller shall deliver to Buyer, or cause to be delivered, the following instruments, dated the Closing Date, properly executed by authorized officers of Seller (or, in the case of the Guaranty, of Constellation Energy Commodities Group, Inc.) and, where appropriate, acknowledged:
(a) Counterparts of an Assignment and Xxxx of Sale from Seller in the form of Annex V sufficient to convey to Buyer the Properties (the “Assignment) “;
(b) A Guaranty Agreement from Constellation Energy Commodities Group, Inc. in the form of Annex VII, up to a maximum amount not to exceed the Maximum Guaranty Amount (the “Guaranty “; and collectively, with this Agreement, the Assignment, the Data Agreement and any other agreement between Seller and Buyer that expressly states that it constitutes a Transaction Document for purposes of this Agreement, and all other agreements, documents, and instruments entered into as of or after the date hereof and at or prior to Closing in connection with the transactions contemplated hereby and all certificates delivered by the parties hereto at the Closing, the “Transaction Documents”);
(c) A certificate in the form attached as Annex VI (i) stating that Seller (or the applicable transferor for federal income tax purposes) is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) stating that it is not a disregarded entity, (iii) providing its U.S. Employer Identification Numbers and (iv) providing its addresses, all pursuant to the Code;
(d) An agreement with regard to all data to which Seller may receive copies pursuant to Section 1.10, in form and content mutually acceptable to Seller and Buyer (the “Data Agreement”), pursuant to which Seller shall agree to maintain such data as confidential and not to share such data with third parties; provided, however, that the Seller shall have the right to disclose such data to prospective purchasers of Seller’s membership interests or Seller’s retained interest in the oil and gas leases relating to the Wellbores if such third parties shall have executed a confidentiality agreement with regard to such data.
(e) Such other instruments as are necessary to effectuate the conveyance of the Properties to Buyer;
(f) Letters in lieu of division orders addressed to each purchaser of the Substances;
(g) Written and recordable releases of all liens and security interests held by BofA, pursuant to the BofA Credit Facility, in the Properties, and terminations of r...
Documents to Be Delivered at Closing i By the ISSUER
(1) Board of Directors Minutes authorising the issuance of certificates for 3,000,000 Shares, registered in the name of SELLER.
(2) Such other minutes of ISSUER'S shareholders or directors as may reasonably be required by SELLER.
(3) An Opinion Letter from ISSUER'S Attorney attesting to the validity and condition of the ISSUER.
ii By SELLER:
(1) Delivery to the ISSUER of a Xxxx of Sale of the Assets.
(2) A certificate from a duly authorized officer and director of SELLER, certifying the due authorization and execution of this Agreement by SELLER and all shareholders of SELLER.
