Closing Deliveries Clause Samples

Closing Deliveries. (a) To effectuate the Closing, Seller shall deliver to the Escrow Agent the following: (i) the Deed duly executed by Seller; (ii) the Assignment of Leases duly executed by Seller; (iii) a ▇▇▇▇ of Sale in the form attached hereto as EXHIBIT E pursuant to which Seller will convey to Buyer all of Seller’s right, title and interest in and to the Personal Property duly executed by Seller; (iv) signed counterparts of the General Assignment in substantially the form attached hereto as EXHIBIT G pursuant to which Seller will assign to Buyer all of the Intangible Property, all Guarantees and all Permits (the "General Assignment") duly executed by Seller; (v) an assignment to Buyer of all of Seller's right, title and interest in any reciprocal easement agreements, operating agreements and other similar agreements (the "REA Agreements") in substantially the form attached hereto as EXHIBIT H (the "REA Assignment") duly executed by Seller; (vi) an assignment to Buyer of all of Seller's right, title and interest in that certain Supplemental Agreement by and between Seller and Leawood Exchange, LLC, a Kansas limited liability company, date August 7, 2009, in substantially the form attached hereto as EXHIBIT N (the "Supplemental Agreement Assignment") duly executed by Seller; (vii) a certificate executed by Seller in the form of EXHIBIT I attached hereto, certifying the truth, completeness and accuracy of the representations and warranties of Seller, as of the Closing Date duly executed by Seller; (viii) a certificate regarding Seller's non-foreign status duly executed by Seller; (ix) a completed 1099-S request for taxpayer identification number and certification and acknowledgment duly executed by Seller; (x) originals of the Tenant Estoppel Certificates (as hereinafter defined) and the REA Estoppels (as hereinafter defined); (xi) originals of the documents required by Lender (as hereinafter defined) or Buyer in connection with the defeasance of the Leawood Loan (as hereinafter defined); (xii) the Owner's Title Affidavit duly executed by Seller; (xiii) notices to all Tenants in substantially the form of EXHIBIT F attached hereto duly executed by Seller; (xiv) resolutions of Seller authorizing the sale of the Property pursuant to this Agreement and the authority of the officer executing the closing documents on behalf of Seller duly executed by Seller; (xv) a Closing Statement duly executed by Seller; and (xvi) such other instruments reasonably required to consummate the ...

Closing Deliveries. At the Closing, the Parties shall deliver the documents and instruments that are set forth in this Section 2.6. (a) At the Closing, Purchaser shall deliver, or cause to be delivered, to the Company (or such other Person as indicated below) all the following: (i) counterparts of the Escrow Agreement, duly executed by, respectively, Purchaser and the Escrow Agent; (ii) counterparts of the Paying Agent Agreement, duly executed by, respectively, Purchaser and the Paying Agent; (iii) a certificate of an authorized officer of Purchaser certifying that (A) attached thereto is a complete and accurate a copy of the written consent of Purchaser’s governing body authorizing the execution, delivery, and performance of this Agreement and any other Transaction Documents to which Purchaser is a party and the consummation of the Transactions, (B) attached thereto is a complete and accurate a copy the written consent of ▇▇▇▇▇▇ Sub’s sole member authorizing the execution, delivery, and performance of this Agreement and any other Transaction Documents to which Merger Sub is a party and the consummation of the Transactions, and (C) such resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the Closing Date; and (iv) the certificates, dated as of the Closing Date, contemplated by Section 6.1(c). (b) At the Closing, the Company shall deliver to Purchaser (or such other Person as indicated below) all the following: (i) a copy of the Certificate of Merger, duly executed by the Company; (ii) counterparts of the Escrow Agreement, duly executed by, respectively, the Equityholder Representative and the Escrow Agent; (iii) counterparts of the Paying Agent Agreement, duly executed by, respectively, the Equityholder Representative, the Paying Agent and the Company; (iv) a payoff letter issued by each holder of Indebtedness to be repaid at the Closing, which sets forth (A) the amount required to repay in full all Indebtedness owed to such holder on the Closing Date, (B) the wire transfer instructions for the repayment of such Indebtedness to such holder, and (C) a release of all Liens granted by the Target Companies, if any, to such holder or otherwise arising with respect to such Indebtedness, effective upon repayment of such Indebtedness (collectively, the “Payoff Letters”), and any other applicable releases, termination statements or other similar documentation (to the extent not included in the Payoff Letters), ...

Closing Deliveries. Seller shall have delivered to Buyer each of the items listed in Section 2.4.2(a).

Closing Deliveries. (i) On the Closing Date, subject to Section 1.3(d)(iv) below and in accordance with Section 1.2(a), the Buyers shall deliver or cause to be delivered to Sellers the cash amounts set forth on Schedule I hereto in respect of each Seller, by wire transfer of immediately available funds to such accounts as RiverNorth Capital on behalf of Sellers has specified in writing at least two (2) Business Days prior to the Closing Date (it being understood that, (1) with respect to Holdings, the delivery of a release instruction to the Escrow Agent in accordance with the terms of the Escrow Agreement shall be deemed to satisfy this requirement with respect to the Escrow Funds deposited by Holdings and (2) the amount of any dividends that the Company has declared with a record date on or prior to the Closing Date, and which the Buyers are entitled to receive under the terms herein, shall, to the extent the Buyers have not received such dividends as of the Closing Date, reduce the aggregate amount payable by the Buyers to Sellers on the Closing Date; provided, however, no such offset with respect to dividends shall apply to Company Shares not actually purchased by Buyers); (ii) On the Closing Date, subject to Section 1.3(d)(iv) below, Sellers shall (1) deliver or cause to be delivered to the Buyers the certificates, if any, representing the Purchased Shares, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank, or (2) in lieu of any such certificates, Sellers may arrange for an appropriate electronic transfer (including through Deposit and Withdrawal at Custodian (“DWAC”)) of the Purchased Shares to one or more accounts designated by the Buyers, in the case of each of (1) and (2), in respect of the Purchased Shares to be purchased on the Closing Date as set forth on Schedule I attached hereto (as it may be amended in accordance with Section 1.1) and sufficient to convey to the Buyers good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. (iii) On the Modified Closing Date, (1) the Buyers shall take any such action as would be required under Section 1.3(d)(i) in respect of the Company Shares that the Buyers are obligated to purchase on the Modified Closing Date and (2) Sellers shall take any such action as would be required under Section 1.3(d)(ii) in respect of the Company Shares that Sellers are obligated to sell on the Modified Closing Date. (iv) Notwithstanding anything in this Agree...

Closing Deliveries. 8.1. At the Closing, Seller, at its sole cost and expense, shall deliver to Purchaser the following items and documents (which documents shall be in form and substance reasonably satisfactory to Purchaser’s attorneys): (a) a Special Warranty Deed in the form attached hereto as Exhibit F (the “Deed”), duly executed by Seller and acknowledged on behalf of Seller; (b) a ▇▇▇▇ of Sale in the form attached hereto as Exhibit G (the “▇▇▇▇ of Sale”) conveying, transferring and selling to Purchaser all right, title and interest of Seller in and to all of the Personal Property, executed by Seller; (c) an Assignment and Assumption of Leases, in the form attached hereto as Exhibit H (the “Assignment and Assumption of Leases”), executed by Seller; (d) a signed notice to each Tenant advising it of the within sale and directing it to pay rent to Purchaser or, at Purchaser’s option, to Purchaser’s designee in the form attached hereto as Exhibit I (the “Tenant Notification Letters”), executed by Seller; (e) subject to the terms of Section 2.4, evidence of the termination of each Contract which Purchaser notifies Seller it does not desire to assume (any such Contract being referred to as a “Terminated Contract” and all other Contracts being referred to as the “Assigned Contracts”); (f) to the extent within Seller’s possession or control, all (i) original licenses and permits pertaining to the Property and which may be required for the use or occupancy thereof (the “Licenses and Permits”), (ii) required permanent certificates of occupancy for the Improvements relating to such Property (“Certificates of Occupancy”), to the extent existing, and (iii) records and other documents pertaining to the ownership, operation and maintenance of the Property (the “Property Documents”); (g) to the extent within Seller’s possession or control, all assignable guaranties and warranties which Seller has received in connection with any work or services performed, or to be performed with respect to, or equipment installed in the Property, and Seller shall cooperate with Purchaser at Purchaser’s expense in enforcing any such guaranties and warranties not assignable, which obligation shall survive the Closing (the “Guaranties and Warranties”); (h) an Assignment and Assumption of the Assigned Contracts, Licenses and Permits, Certificates of Occupancy, Property Documents and Guaranties and Warranties in the form attached hereto as Exhibit J (the “Assignment and Assumption of Contracts”), executed by...

Closing Deliveries. All actions taken at the Closing shall be deemed to have been taken simultaneously.

Closing Deliveries. (a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel that the Shares, when sold and issued in accordance with this Agreement, will be validly issued, fully paid, and nonassessable; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a number of Shares, which shall be in either certificated or book-entry form, equal to such Purchaser’s Subscription Amount set forth in Schedule I hereto divided by the Per Share Purchase Price, registered in the name of such Purchaser; (iv) a compliance certificate, executed by the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing Date, to the effect that the conditions specified in subsections (i), (ii), and (iv) of Section 2.3(b) have been satisfied; (v) a certificate of the Company’s Secretary certifying as to (A) the Company’s certificate of incorporation and bylaws, (B) the resolutions of the Board of Directors approving this Agreement and the transactions contemplated hereby, and (C) good standing certificates with respect to the Company from the applicable authority(ies) in Delaware and any other jurisdiction in which the Company is qualified to do business, dated a recent date before the Closing; and (vi) such other information, certificates and documents as the Purchaser may reasonably request. (b) On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement duly executed by such Purchaser; and (ii) such Purchaser’s Subscription Amount, as set forth in Schedule I hereto, by wire transfer to the account specified in this Agreement.

Closing Deliveries. At or prior to each Closing: (i) to the extent that PICO’s PICO Membership Interests are certificated, PICO shall deliver to UCP one or more certificates representing the number of PICO Membership Interests specified in the applicable Exchange Request (or an affidavit of loss in lieu thereof in customary form, but without any requirement to post a bond or furnish any other security), accompanied by security transfer powers, in form reasonably satisfactory to the corporate secretary of UCP (the “Secretary ”), duly executed in blank by PICO or PICO’s duly authorized attorney, to be exchanged for Class A Shares based on the Exchange Rate in effect at the applicable Closing; (ii) PICO shall represent in writing, and at UCP’s reasonable request deliver confirmatory evidence reasonably satisfactory to UCP, that no Liens exist on the PICO Membership Interests delivered pursuant to Sections 2.1(d)(i) (other than transfer restrictions imposed by or under applicable securities laws, the LLC Agreement or this Agreement), or that such Liens have been released; (iii) if PICO delivers to UCP, pursuant to Section 2.1(d)(i), a certificate representing a number of PICO Membership Interests that is greater than the number of PICO Membership Interests specified in the applicable Exchange Request, UCP will deliver (or cause the Company to deliver) to PICO certificates representing the excess PICO Membership Interests; and (iv) UCP shall deliver or cause to be delivered to PICO, for credit to the account or at the address specified by PICO in the Exchange Request, the number of Class A Shares that PICO is entitled to receive for PICO Membership Interests in the Exchange. If no account or address is specified in the Exchange Request, the Class A Shares shall be delivered to PICO at the then-acting registrar and transfer agent of the Class A Shares or, if there is no then-acting registrar and transfer agent of the Class A Shares, at the principal executive offices of UCP.

Closing Deliveries. On the Closing Date, the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered, through the Power of Attorney or the Attorney-in-Fact (described in Article 5 hereof), the OP Agreement and other legal documents and items required to be executed or delivered in connection with the Closing (collectively the “Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith. The Closing Documents and other items to be delivered at the Closing shall be the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B; (b) The OP Agreement and the Articles; (c) The Amendment or other evidence of the transfer of OP Units to Contributor and by Contributor to its Participants; (d) Evidence of the DTC Registered REIT Stock, which shall bear substantially the legend set forth in the Articles or a written statement of information that the Company will furnish a full statement about certain restrictions on transferability to a stockholder as set forth in the Articles on request and without charge; (e) An affidavit from Contributor (or, if Contributor is a disregarded entity within the meaning of Section 1.1445-2(d)(2)(iii), the sole owner of Contributor for such purposes) of non-foreign status satisfying the requirements of Treasury Regulations section 1.1445-2(b)(2); (f) The release executed by Operating Partnership and the Company in favor of the employees and Affiliates of the Supervisor in the form attached hereto as Exhibit E; (g) A copy of the most recent as-built survey of the Property, if any; (h) Any other documents that are in the possession of Contributor or which can be obtained through Contributor’s reasonable efforts which are reasonably requested by the Company or the Operating Partnership or that are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Property Interest of Contributor directly, free and clear of all Liens (other than the Permitted Encumbrances) and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, grant deeds (if transferred directly), assignments of ground leases, air space leases and space leases, bills of sale, general assignments and all state and local transfer Tax returns and any f...