By Seller to Purchaser Sample Clauses

By Seller to Purchaser. At the Closing, Seller shall deliver or cause to be delivered the following items to Purchaser, each properly executed and dated as of the Closing Date and in form and substance reasonably acceptable to Purchaser: (i) the Xxxx of Sale, (ii) the Assignment and Assumption Agreement, (iii) titles to any of the Assets the ownership of which is evidenced by certificates of title, (iv) the Deeds, (v) an updated version of Schedule 2.2(a) that includes all trade creditors of Seller as of the Closing Date, (vi) evidence of Seller's compliance with Section 5.9 of this Agreement, (vii) Seller's Officer Certificates, (viii) an opinion of Seller's counsel that Seller is authorized to do business and is in good standing in Florida and Georgia and Seller, and the party signing for Seller, is duly authorized to carry out the terms of this Agreement, which Agreement is binding and enforceable against Seller, (ix) a possession affidavit and any lien affidavit if and as required by the title company, (x) documentation reasonably required by Purchaser or title company evidencing Seller's authority to enter into this Agreement and convey the Assets and Inventory, (xi) any landlord and tenant estoppels, subordination and non-disturbance agreements, good standing estoppels for covenants, conditions and restrictions encumbering the Real Property; memorandum of lease and other title curative requirements reasonably requested by Purchaser, its lender or the title company, and (xii) any other certificate(s) of Seller, as to such matters as may reasonably be requested by Purchaser.
Sample 1
AutoNDA by SimpleDocs
By Seller to Purchaser. On the Closing Date, Seller shall deliver the following to Purchaser, all of which shall be in form and substance reasonably acceptable to Purchaser (delivery of the items in this Section 6.2 shall be an express precondition on the obligations of the Purchaser to close the transactions set forth in the Transaction Documents):
Sample 1

Related to By Seller to Purchaser

  • Conveyance From Seller to Purchaser Subsection 6.01 Conveyance of Mortgage Loans; Possession of Servicing Files........................................

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • By Sellers Each Seller agrees that, subject to such limitations as provided herein, such Seller shall be jointly and severally liable to Purchaser, its Related Persons, each of their respective directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Purchaser Indemnified Parties") for, and agree to defend and indemnify and hold each Purchaser Indemnified Party harmless against and in respect of (i) any and all losses, damages, liability costs and expenses, including reasonable attorneys', accountants' and experts' fees and expenses, including, without limitation, those incurred to enforce the terms of this Agreement (collectively, "Covered Liabilities") incurred by any Purchaser Indemnified Party by reason of a breach of any of the representations, warranties, covenants or agreements made by the Company or Sellers in this Agreement, or in any other instrument or agreement specifically contemplated by this Agreement, (ii) any and all Covered Liabilities incurred by any Purchaser Indemnified Party by reason of (A) any violation of Governmental Regulations arising from those matters included as items 3 and 4 on Schedule 7.17(b), (B) the Company's or Sellers' failure to pay, withhold or collect any Taxes required to have been paid, withheld or collected for any taxable period ending on or prior to the Closing Date (including as a result of the Section 338(h)(10) election described in Section 11.4) or (C) the Company not being treated as a subchapter S corporation for federal and state income tax purposes, or (iii) liabilities of the Company or DBRHC arising out of or in connection with any of the businesses, assets (including the DBRHC Real Estate), operations or activities of the Company or DBRHC (including any predecessor of the Company or DBRHC, and any former business, asset, operation, activity or subsidiary of any of the foregoing) owned or conducted, as the case may be, on or prior to the Closing Date including any liability based on negligence, gross negligence, strict liability or any other theory of liability, whether in law (whether common or statutory) or equity, but excluding (A) liabilities or other obligations of the type reflected on the 1998 Balance Sheet incurred in the ordinary course consistent with past practice since December 31, 1998, other than any liabilities or obligations arising from any litigation or other legal, arbitration or administrative proceeding, or any claim with respect thereto (including, without limitation, tort claims or other claims based on strict liability, negligence or willful misconduct or violations of Governmental Regulations), (B) Indebtedness (but only to the extent Indebtedness at Closing is not greater than the Purchase Price adjustment under Section 3) and (C) obligations reflected in the 1998 Balance Sheet, including the notes thereto.

  • Seller Deliveries At the Closing, Seller shall deliver to Purchaser:

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • SELLERS 20 The member states initially anticipate that they will provide a monetary allowance to sellers 21 under Model 2 based on the following:

  • Seller Closing Deliverables At the Closing, Seller shall deliver to Buyer the following:

Time is Money Join Law Insider Premium to draft better contracts faster.