Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):
(a) The Bill of Sale, duly executed and notarized by XeQute;
(b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute;
(c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute;
(d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction;
(e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and
(f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.
Seller’s Deliveries at Closing. On or before the Closing, Seller will execute and/or deliver, or cause to be executed and delivered, to the Title Company for delivery to Buyer (unless another party is otherwise indicated) each of the following agreements, instruments and other documents:
7.6.1. To the Existing Lender, three (3) original counterparts executed by Seller of the applicable Lender Approval Documents;
7.6.2. To the Title Company, (a) an owner’s affidavit in customary form, and (b) an affidavit to Seller’s actual knowledge on substantially the form attached hereto as Exhibit D, with such modifications as Seller may require in order to accurately describe facts known to Seller as to the matters described therein.
7.6.3. Two (2) original counterparts executed by Seller of the Closing Statement; provided, however, that such executed Closing Statement may be transmitted by facsimile and/or e-mail so long as two (2) original counterparts are deposited with Federal Express or other nationally recognized overnight courier on the Closing Date for delivery to the Title Company the next business day;
7.6.4. Termite certificate from Seller’s pest control company dated not more than sixty (60) days prior to Closing;
7.6.5. Seller shall make available at the Property, all keys to all buildings and other improvements located on the Property, combinations to any safes thereon, and security devices therein in Seller’s possession;
7.6.6. Seller shall make available at the Property all records and files relating to the management or operation of the Property, including, without limitation, original (or if not available, legible copies) of all Leases, assumed Contracts, Permits and tenant files (including correspondence);
7.6.7. Updated rent rolls dated within one (1) Business Day of the Closing Date;
7.6.8. Evidence of Seller’s authority to sell the Property and the authority of the signatory to sign documents on behalf of Seller, good standing certificates, and such other documents as Title Company may reasonably require from Seller in order to issue the Title Policy and to close this transaction; and
7.6.9. Any and all other instruments and documents required to be delivered by Seller at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement.
Seller’s Deliveries at Closing. At closing Seller shall deliver to Buyer a Foreclosure Deed and reasonable and customary affidavits.
Seller’s Deliveries at Closing. At the Closing, Sellers shall deliver to Buyers the following items:
(a) Each Related Agreement not otherwise specifically referred to in this Section 3.2 to which any Seller(s) or any Owner(s) are party, duly executed by such Seller(s), such Owner(s) and/or their respective Affiliates or any third party, as applicable;
(b) The Estimated Closing Schedule and the Disbursement Schedule, each of which will be delivered to Buyers at least five Business Days prior to the Closing Date;
(c) Xxxx of Sale, dated as of the Closing Date, evidencing the transfer to Buyers of the Acquired Assets, duly executed by Sellers;
(d) The Assignment and Assumption Agreement, duly executed by Sellers;
(e) Assignments, in form and substance reasonably acceptable to Buyers and, if applicable, as required by any Governmental Authority with which each Seller’s or any of its Affiliates’ rights to any Acquired Intellectual Property have been filed, assigning to Buyers the Acquired Intellectual Property;
(f) All Seller Consents listed on Disclosure Schedule 7.1(c);
(g) Assuming compliance by Buyers with their obligations under Section 2.7, customary pay-off letters from the applicable agent(s) for all existing Indebtedness and evidence of release (or agreement to release concurrently with the Closing) of all Liens (other than Permitted Liens) on the assets and properties of the Business that secure Indebtedness Related to the Business or directly or indirectly encumbering the Acquired Assets (including UCC-3 termination statements or similar provincial filings in Canada, together with the return of any collateral in the possession of any agent or lender);
(h) Special Warranty Deed, in substantially the form attached hereto as Exhibit J, conveying the Owned Real Property to URNA;
(i) Leases replacing or amending (“Replacement Leases”) those leases set forth on Disclosure Schedule 3.2(i) to which any Seller is a party as of the date of this Agreement for real property and/or facilities owned by any Owner(s) or any of their Affiliates in substantially the form attached hereto as Exhibit K;
(j) Assignments of the Assigned Leases, in form and substance reasonably acceptable to Buyers and Sellers, duly executed by the applicable Seller(s);
(k) A copy of the articles of incorporation, certificate of formation, or certificate of limited partnership of each Seller, as the case may be, certified by the applicable Secretary of State or Governmental Authority; a copy of the bylaws, limited partner...
Seller’s Deliveries at Closing. At the Closing, Seller shall deliver or cause to be delivered to Buyer:
Seller’s Deliveries at Closing. At the Closing Seller and Shareholder will deliver the following documents to the Purchaser all of which shall be reasonably satisfactory in form and substance to the Purchaser and its counsel:
(a) Xxxx of Sale. Xxxx of Sale for the Assets in the form described in Exhibit 12.3 hereto, together with such deeds, instruments, conveyances, certificates of title, assignments, assurances and other documents as may be required to sell, convey and transfer title to the Assets from Seller to the Purchaser free and clear of any and all liens, claims, charges, taxes, encumbrances, pledges, security interests, options or other restrictions of any kind.
Seller’s Deliveries at Closing. At the Closing Seller will deliver the following documents to the Purchaser all of which shall be reasonably satisfactory in form and substance to the Purchaser and its counsel:
(a) Xxxx of Sale for the Assets in the form attached as Exhibit 3.
(b) An opinion from counsel to Seller, dated the Closing Date, in the form described elsewhere in this Agreement.
(c) All consents, approvals and authorizations, all notices and all registrations and filings required to be obtained, given or made under any law, statute, rule, regulation, judgment, order, injunction, contract, agreement or other instrument to which Seller is subject, bound or a party, or by which Seller or any of its properties is bound or subject, in each case which is required to permit the consummation of the transactions contemplated by the Agreement without contravention, violation or breach by Seller of any of the terms thereof.
(d) Certificate of good standing for Seller from the Secretary of the State of New Jersey dated as of a date reasonably prior to the Closing Date.
(e) Certified copy of resolutions of the Board of Directors and the shareholders of Seller authorizing, inter alia, the execution and delivery of this Agreement, the sale of the Assets and the other transactions contemplated under this Agreement.
(f) At Seller's office, such business records related to the Assets as may be reasonably requested by the Purchaser, including, without limitation, employee and personnel folders and applications, payroll, tax related records and financial data.
(g) Officer's Certificate in the form described elsewhere in this Agreement.
(h) Such other documents, instruments, certificates and agreements, including assignment of space lease to Purchaser, as Purchaser and its counsel may reasonably request.
Seller’s Deliveries at Closing. At the Closing, Seller shall deliver or cause the Escrow Agent to deliver to Buyer the following:
(a) The Deed, the Lease Assignment, the Intangibles Assignment and the Xxxx of Sale;
(b) Notices to each of the tenants under the Leases notifying them of the sale of the Land and Improvements and directing them to pay future rent to Buyer;
(c) An updated Rent Roll;
(d) Exclusive possession of the Property, subject to the Leases;
(e) A certification executed by Seller, pursuant to and in full compliance with Section 1445 of the Internal Revenue Code and the regulations issued thereunder, declaring that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code and Income Tax Regulations. Seller understands that such certificate may be made available to the Internal Revenue Service.
(f) Pursuant to Section 1521 of the Tax Reform Act of 1986, the information required to be provided to the closing agent to complete 1099 reporting to the Internal Revenue Service;
(g) The original Property Documents, including, without limitation, original copies of the Leases and Service Contracts;
(h) Keys to all locks on the Property in the possession of Seller or its agents; and
(i) Such evidence as may be reasonably requested by Escrow Agent evidencing the status and capacity of Seller and the authority of the persons who are executing the various closing documents on behalf of Seller in connection with the Agreement. All agreements and instruments to be delivered to Buyer shall have been duly executed and, where appropriate, acknowledged by the parties thereto. The foregoing is intended as a summary of items to be delivered at the Closing and shall not be construed to limit or waive any obligations of Seller under this Agreement.
Seller’s Deliveries at Closing. At the Closing, Parent, on behalf of Sellers and their applicable Affiliates, shall deliver to Purchaser:
(a) an equity transfer and assignment agreement for the Acquired Subsidiary Equity, substantially in the form attached hereto as Exhibit D;
(b) to the extent any Acquired Asset (other than Acquired Subsidiary Equity or Acquired Intellectual Property) or Assumed Liability is not held by an Acquired Subsidiary, an assignment and assumption agreement substantially in the form attached hereto as Exhibit C to effect the transactions described in Section 2.2 with respect to such Acquired Asset or Assumed Liability;
(c) to the extent that any Acquired Intellectual Property is not held by an Acquired Subsidiary, an assignment and assumption agreement substantially in the form attached hereto as Exhibit E to effect the transactions described in Section 2.2 with respect to such Acquired Intellectual Property;
(d) the Services Agreement, duly executed;
(e) the License Agreement, duly executed;
(f) the Registration Rights Agreement, duly executed;
(g) the resignations of the officers and directors of the Acquired Subsidiaries;
(h) the officer's certificate required pursuant to Section 7.2(d); and
(i) a duly executed certificate of non-foreign status (a "FIRPTA Certificate") from each Person treated as the owner of Acquired Assets for U.S. federal income tax purposes that is selling Acquired Assets (including each Seller) certifying that such Person is not a foreign Person within the meaning of Section 1445(f)(3) of the Code, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B). Notwithstanding anything to the contrary contained herein, if any Person required to do so under this Section 3.4(i) fails to provide to Purchaser a FIRPTA Certificate, Purchaser shall be entitled to withhold from the Closing Purchase Price and/or any Earn-Out Issuance the amount required to be withheld pursuant to Section 1445 of the Code and the Treasury Regulations.
