Seller's Closing. Deliverables The Build Transfer Agreement will contain certain Seller deliverables required by Purchaser to Close which are customary and appropriate for a transaction of this type and scale, including, among other things, fully executed (other than by Purchaser or its Affiliates) copies of: • Xxxx of Sale; • Assignment and Assumption Agreement; • Construction Completion Management Agreement; • O&M Agreement, if applicable; • Shared Facilities Agreement, if applicable; • EPC Agreement and other Construction Agreements, if any; • Bargain and Sale Deed, if applicable; • Owner’s Affidavit (in form and substance satisfactory to the Title Company); • Phase I ESA, current and valid on the Closing Date under ASTM Standard Practice E1527-13, addressed to Purchaser, and accompanied by a reliance letter incorporating user provided information from Purchaser, in form and substance reasonably satisfactory to Purchaser; • FIRPTA certificate; and • Purchaser’s and Officer’s Certificates.
Seller's Closing. DOCUMENTS Seller shall provide the following documents, at its expense, ten (10) days prior to the Closing Date. Purchaser shall have up until the Closing date to review and approve such documents:
Seller's Closing. Documents 8.1 Seller Tax Returns 6.10(d)(ii)
Seller's Closing. Costs 10
Seller's Closing. Date Balance Sheet 1.4(b) Seller's Closing Payment 1.5 Shenandoah Employee Benefit Plan 2.1.18(a) Shentel Information 6.5 SIU 2.1.3(f) Straddle Period Return 3.5.2
Seller's Closing. Certificate
Seller's Closing. Deliverables On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Purchaser the following: (a) share certificates representing the Purchased Shares endorsed in blank for transfer or accompanied by irrevocable stock transfer powers of attorney executed in blank by the Seller; (b) copies certified by an officer of the Seller of: (i) the articles and by-laws, or other constating documents, of the Seller and each Group Company; (ii) the resolutions of the shareholders and the board of directors of each of the Seller and the Company approving the entering into and completion of the Transactions; and (iii) a list of the officers and directors authorized to sign agreements together with relevant specimen signatures; (c) a certificate of status, compliance, good standing or like certificate with respect to the Seller and each Group Company issued by appropriate government officials of their respective jurisdictions of incorporation and, in the case of any Group Company, of each jurisdiction in which such Group Company carries on business as set out in Section 3.16 of the Seller Disclosure Letter; (d) the certificates referred to in Section 8.1(a) and Section 8.1(b); (e) evidence of the release and discharge of the Liens specified in Section 7.2(e) of the Seller Disclosure Letter; (f) an executed copy of the assignment with respect to the CRA Holdback Escrow Agreement; (g) an executed Direction to Pay; (h) all passwords, access codes, and any other similar information necessary to access the accounts maintained by the Group Companies with Amazon Web Services; (i) copies of a certificate or letter from each applicable provincial workers’ compensation authority where a Group Company is registered or where such registration is required confirming that the applicable Group Company is registered with such workers’ compensation authority and that such Group Company’s account is in good standing; and
Seller's Closing. Documents shall have the meaning assigned to it in Section 15(b) of this Contract.
Seller's Closing. Seller shall pay for the following items prior to or at the time of Closing: (i) Documentary stamps on Deed, (ii) Documentary stamp surtax on Deed, (iii) Certified and pending municipal special assessment liens for which the work has been substantially completed, (iv) cost to cure any Optional Additional Exceptions which Seller elects to cure, in its discretion and (v) Mandatory Additional Exceptions.
Seller's Closing. Obligations Not later than one (1) Business Day before the Closing Date, Seller shall deliver to the Escrow Holder for delivery to Buyer (or the party noted below) through Escrow the following:
