Closing Documents Clause Samples
The Closing Documents clause outlines the specific documents that must be prepared, executed, and delivered by the parties at the closing of a transaction. Typically, this includes items such as deeds, bills of sale, assignments, consents, and any other agreements necessary to transfer ownership or fulfill contractual obligations. By clearly listing these required documents, the clause ensures that all parties understand their responsibilities and that the transaction can be completed smoothly and without dispute over missing paperwork.
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Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller;
(b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;
(c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date;
(d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;
(e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals;
(f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection wit...
Closing Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to each Buyer and ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP a complete closing set of the executed Transaction Documents, Securities and any other document required to be delivered to any party pursuant to Section 7 hereof or otherwise.
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;
(iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI;
(v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI;
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Closing Documents. The Closing Documents shall consist of the following:
(a) This Agreement duly executed by the Purchaser and the Seller;
(b) The Pooling and Servicing Agreement duly executed by the parties thereto;
(c) The Indemnification Agreement duly executed by the parties thereto;
(d) A Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date;
(e) An Officer's Certificate from an officer of the Seller, dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers;
(f) As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date;
(g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby;
(h) A favorable opinion of in-house couns...
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A certificate of good standing with respect to the Mortgage Loan Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller;
(viii) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the...
Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), and upon which the Interested Parties may rely:
(i) This Agreement, duly executed by the Purchaser and the Mortgage Loan Seller;
(ii) The Indemnification Agreement, duly executed by the respective parties thereto;
(iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller;
(iv) A certificate of good standing with respect to the Mortgage Loan Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely;
(v) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely;
(vi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement;
(vii) A written opinion of special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller;
(viii) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sectio...
Closing Documents. The Closing Documents shall consist of the following:
7.1 This Agreement duly executed by Purchaser and Seller.
7.2 A certificate of Seller, executed by a duly authorized officer of Seller and dated the Closing Date, and upon which the Purchaser, its successors and assigns, and the Underwriters and the Initial Purchasers may rely, to the effect that: (i) the representations and warranties of Seller in this Agreement are true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date; and (ii) Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the Closing Date.
7.3 True, complete and correct copies of Seller’s articles of association and bylaws.
7.4 A certificate of good standing with respect to Seller from the Comptroller of the Currency of the United States dated not earlier than 30 days prior to the Closing Date.
7.5 A certificate of the Secretary or Assistant Secretary of Seller, dated the Closing Date, and upon which Purchaser, its successors and assigns, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures.
7.6 An opinion of counsel (which, other than as to the opinion described in paragraph 7.6.4(C) (but only insofar as it relates to any law, rule or regulation of a federal or state governmental authority) and paragraph 7.6.6 below, may be in-house counsel) to Seller, dated the Closing Date, and addressed to Purchaser, the Underwriters and the Initial Purchasers, substantially to the effect of the following (with such changes and modifications as Purchaser may approve and subject to such counsel’s reasonable qualifications):
7.6.1 Seller is validly existing under the laws of the United States and has full corporate or organizational power and authority to enter into and ...
Closing Documents. Without limiting the generality of Section 8 hereof, the closing shall be subject to delivery of each of the following documents:
(i) An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, the Certificate Insurer and the Underwriters may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans, the Seller and Master Servicer, and the applicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) if any of the Non-Offered Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects;
(b) An Officers' Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser, the Certificate Insurer and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser;
(c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Underwriters;
(d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies or the Certificate Insurer may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Certificate Insurer and the Underwriters may rely;
(e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yiel...
Closing Documents. To the extent any Closing documents are not attached hereto at the time of execution of this Contract, Buyer and Seller shall negotiate in good faith with respect to the form and content of such Closing documents prior to Closing.
Closing Documents. (a) At Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) the following:
(i) a covenant deed in the form of attached Exhibit B ("Deed") conveying the Real Property subject to no exceptions other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substance;
(ii) an affidavit of title, the form and substance of which shall be subject to the approval of the Title Company sufficient to remove or modify as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modify;
(iii) a ▇▇▇▇ of sale, if applicable, conveying all of Seller's right, title and interest in and to the Personal Property and, to the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale");
(iv) a counterpart to a closing settlement statement approved by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement");
(v) an affidavit of Seller certifying that Seller is not a "foreign person", as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended;
(vi) a termination of the Management Agreement (in accordance with the terms thereof); and, to the extent the same remain in effect, terminations of all other Terminated Contracts;
(vii) such organizational and authorizing documents of Seller as reasonably shall be required by the Title Company to evidence Seller's authority to execute this Agreement and any documents to be executed by Seller at Closing to consummate the transaction contemplated by this Agreement;
(viii) to the extent that any Contracts remain in effect, an assignment of all of Seller's rights and interests in the Contracts (other than Terminated Contracts) to Purchaser in the form of attached Exhibit E ("Assignment of Contracts");
(ix) a certificate stating that Seller's representations and warranties set forth in Paragraph 6(a) of this Agreement, as modified by the Purchaser's Contradictory Knowledge (as defined in Paragraph 6(a), remain materially true, correct and complete in all material respects on and as of the Closing Date, to the level of the standard of knowledge applicable thereto when initially made;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreeme...