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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and (xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement. (b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following: (i) the balance of the Purchase Price; (ii) the ▇▇▇▇ of Sale, if applicable; (iii) a counterpart to the Closing Statement; (iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement; (v) the Assignment of Contracts; (vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and (vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (MVP REIT, Inc.), Purchase and Sale Agreement (MVP REIT II, Inc.)
Closing Documents. (a) At Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) Escrow Agent the following:
(i) a covenant deed A duly executed Assignment and Assumption of Membership Interest for the Company in the form of attached hereto as Exhibit B ("Deed") conveying the Real Property subject “E” 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 substancethis Agreement;
(ii) an affidavit of titleA certification in a form reasonably acceptable to Buyer, the form and substance of which shall be subject to the approval of the Title Company sufficient to remove or modify as that Seller is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyforeign person;
(iii) a ▇▇▇▇ of sale, if applicable, conveying all of Such documents as Buyer’s counsel may reasonably request to evidence Seller's right, title ’s authority to execute and interest in perform under this Agreement and to execute and deliver all documents assigning the Personal Property and, Membership Interest to the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")Buyer;
(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 Such documents described in this Agreement (to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the "Closing Statement")consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel;
(v) an affidavit Certificate of Seller certifying that Seller is not a "foreign person", as defined in Good Standing for the Federal Foreign Investment in Real Property Tax Act Company and Certificate of 1980, and Authority from the 1984 Tax Reform Act, as amendedState of Florida;
(vi) a termination Copies of the Management Certificate of Formation and Operating Agreement (in accordance together with all modifications and amendments thereto for the terms thereof); andCompany, to the extent the same remain in effect, terminations certified as true and correct by an authorized officer of all other Terminated ContractsSeller;
(vii) such organizational and authorizing documents The original Limited Liability Company Agreement for the Company to which a certification from an authorized officer of Seller as reasonably shall be required by attached stating that the Title Limited Liability 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 Agreementhas not been modified or amended except as requested herein;
(viii) to The original Title Insurance issued by First American Insurance Company for 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");Property; and
(ix) a certificate stating that Seller's representations and warranties set forth in Paragraph 6(a) Notice to Tenant notifying Tenant 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 madeTransaction;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closingclosing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the followingBuyer shall:
(i) Deliver to Escrow Agent the balance of the Purchase Price;
(ii) the ▇▇▇▇ of SaleDeliver to Seller such documents as Seller or Seller’s respective counsel, if applicablemay reasonably request to evidence Buyer’s authority to execute and perform under this Agreement;
(iii) Deliver to Seller a counterpart to duly executed Assignment and Assumption of Membership Interest for the Closing Statement;Company; and
(iv) such organizational and authorizing Such documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute described in this Agreement and any documents to be executed by Purchaser at Closing Buyer, and deliver such other documents and papers which may be reasonably necessary to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as consummation of the Closing Date, Transaction as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required reasonably requested by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementSeller, Seller’s respective counsel.
Appears in 2 contracts
Sources: Transfer of Membership Interests (American Realty Capital Trust, Inc.), Transfer of Membership Interests (American Realty Capital Trust, Inc.)
Closing Documents. The applicable Candlewood Parties shall have delivered to the Purchaser with respect to the applicable Property:
(a) At ClosingA good and sufficient warranty deed with covenants against grantor's acts, Seller shall execute and/or deliver or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by the Sellers, conveying good and marketable title 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 applicable Fee Properties, free from all liens and encumbrances other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substanceEncumbrances;
(iib) an affidavit of titleA bill ▇▇ sale and assignment agreement, the in form and substance of which shall be subject reasonably satisfactory to the approval of Sellers and the Title Company sufficient Purchaser, duly executed and acknowledged by the Sellers, with respect 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 Sellers' right, title and interest in and to the Personal Property andin, to and under the extent assignableFF&E, the Contracts, the Documents, the Intangible Property and the Tenant Leases with respect to the Properties and the Sellers' rights under all builder's warranties with respect to the applicable Property;
(c) A copy of the final duly issued certificate of occupancy for each of the applicable Properties;
(d) A Sellers' closing certificate in the form of attached Exhibit C ("▇▇▇▇ of Sale")hereto as Schedule D;
(ive) a counterpart to a closing settlement statement approved by Seller and Purchaser reflecting An architect's certificate in the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement")form attached hereto as Schedule E;
(vf) an affidavit An engineer's certificate in the form attached hereto as Schedule F;
(g) A duly executed copy of Seller certifying that Seller the Lease, or applicable amendment thereto, all of the Incidental Documents (as such term is not a "foreign person", as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, Lease) and all other documents and sums required to be delivered by the 1984 Tax Reform Act, as amendedCandlewood Parties and/or the Tenant pursuant to the Agreement to Lease;
(vih) a termination Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to the Management Agreement (in accordance with applicable Candlewood Parties and the terms thereof)Tenant; and, to the extent the same remain in effect, terminations of all other Terminated Contracts;
(viii) such organizational Such other conveyance documents, certificates, deeds, affidavits and authorizing documents of Seller other instruments as reasonably shall be required by the Purchaser or the Title Company may reasonably require to evidence Seller's authority to execute this Agreement and any documents to be executed by Seller at Closing to consummate effectuate the transaction transactions 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Candlewood Hotel Co Inc), Purchase and Sale Agreement (Candlewood Hotel Co Inc)
Closing Documents. (a) At the Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company following documents (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 all of which shall be subject duly executed and acknowledged where required) shall be delivered to Purchaser:
(a) Warranty Deed executed by Seller conveying good and marketable fee simple title to the approval of Property to Purchaser, subject only to 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 modifyPermitted Exceptions;
(iiib) a ▇▇▇▇ An assignment by the Seller of salethe right, title and interest of the Seller in and to all licenses and appurtenances, if applicableany, conveying all affecting the Property;
(c) An Owner's Affidavit executed by Seller in form and content as shall be acceptable to Purchaser, Purchaser's counsel and the title insurance company referenced in Section 3 above;
(d) A certificate evidencing the reaffirmation of the truth and accuracy of the representations of warranties as set forth in Section 4 hereof;
(f) an assignment of the Service Contracts, if any, executed by Seller, and the delivery to Purchaser of originals of the Service Contracts;
(g) an assignment of Seller's right, title and interest in and to any utility deposits, executed by Seller, if any are assigned, subject to crediting the Personal Property and, Seller for any monies assigned;
(h) an assignment of the existing insurance policies referenced in subsection 4(g) above (if such is requested by Purchaser and to the extent assignable, assignable and consented to by the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")insurer) executed by Seller;
(ivi) a counterpart to a appropriate closing settlement statement approved statements executed by Seller and Purchaser reflecting to evidence the credits, prorations, and adjustments consummation of the transactions contemplated by or specifically provided for hereby in this Agreement (the "Closing Statement")accordance herewith;
(vj) an affidavit delivery to Purchaser of Seller certifying that Seller is not a "foreign person", as defined in the Federal Foreign Investment in Real Property Tax Act certificate of 1980, and occupancy for the 1984 Tax Reform Act, as amendedImprovements;
(vik) a termination delivery to Purchaser of all the books and records of account maintained by Seller with regard to the operation of and expenses 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 Improvements 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xil) such other instruments documents as counsel for Purchaser or Seller shall reasonably may be required by the Title Company and which are customarily delivered in the State deem necessary or desirable to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance agreement and understanding of the Purchase Price;
(ii) parties and the ▇▇▇▇ fulfillment of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementhereby.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Margo Caribe Inc), Purchase and Sale Agreement (Margo Caribe Inc)
Closing Documents. (a) A. At the Closing, and upon payment by Buyer of the Balance of the Purchase Price (plus any other sums which Buyer has agreed herein to pay to Sellers at the Closing, but less any credits to which Buyer may be entitled to hereunder), each Seller shall execute and/or deliver to Purchaser and/or Buyer the Title Company (as applicable) following with respect to the followingportion of the Property owned by such Seller:
(i) a covenant A bargain and sale deed (without covenants) from each Seller (collectively, the "Deeds"), in proper statutory form for recording, which shall be duly executed and acknowledged so as to convey to Buyer title to that portion of the form of attached Exhibit B ("Deed") conveying the Real Property owned by each Seller, subject to no exceptions other than the Permitted Exceptions. Specifically, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute subject to and in accurate substanceaccordance with the terms hereof, REP I shall convey title, to that portion of the Property described on Exhibit "A-1" annexed hereto, REP II shall convey title to that portion of the Property described on Exhibit "A-2" annexed hereto and REP III shall convey title to that portion of the Property described on Exhibit "A-3" annexed hereto;
(ii) an affidavit An assignment and assumption of titlethe Leases, in the form and substance of which shall be subject to the approval of the Title Company sufficient to remove or modify attached hereto as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyExhibit "C";
(iii) a ▇▇▇▇ An assignment and assumption 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 Contracts in the form attached hereto as Exhibit "D". Sellers, at Buyer's written request, shall terminate by notice given at the Closing any Contracts (other than all applicable brokerage or commission agreements with respect to tenants or Leases at the Property, none of attached Exhibit C ("▇▇▇▇ which shall be terminable by Buyer) which Buyer elects not to assume, it being understood that Buyer shall be responsible for and indemnify Sellers against any amounts due under such terminated Contracts for the period subsequent to the Closing through the effective date of Sale")termination, it being further understood that Buyer shall notify Sellers as to which Contracts it elects not to assume by the Closing Date;
(iv) a counterpart Notices executed by Sellers addressed to a closing settlement statement approved all tenants in the Buildings, advising them of the within sale, the assignment of their respective Lease security deposit (including interest) (if held by Seller such Seller) and Purchaser reflecting the creditsassumption by Buyer of the obligations as landlord thereunder, prorationsdirecting them to send Rent to Buyer or Buyer's managing agent, and adjustments contemplated containing such other information as may be required in order to relieve such Sellers from any liability to such tenants with respect to the security deposits delivered to Buyer, which notices Buyer shall mail, at Buyer's sole cost and expense, to each tenant by or specifically provided for in this Agreement (the "Closing Statement")certified mail, return receipt requested;
(v) As a condition to Closing, Sellers shall deliver executed estoppel certificates, substantially in the form of the estoppel certificate attached hereto as Exhibit "E" or in the form required by the applicable lease with no material omissions therefrom or material changes thereto or new provisions or statements added thereto, any of which are materially adverse to the rights or interests of the landlord under the lease of the tenant giving such certificate, from the Major Tenants (including MCI and MCI International and their affiliates that have a Lease to occupy space at the Property ) and from tenants occupying not less than fifty percent (50%) of the balance of the leased space at the Property; provided, however, that Sellers shall request estoppel certificates from all tenants in the Building. In the event an affidavit estoppel certificate delivered by a tenant does not conform to the form of Seller the estoppel certificate attached hereto and if such non-conforming matter can be remedied by the performance of work or the payment of money, Sellers shall have the right but not the obligation to cure the non-conforming matter set forth in such estoppel certificate, by either performing or causing to be performed the work, paying the money, or by granting Buyer a credit against the Purchase Price in an amount reasonably necessary to perform such work, as reasonably determined by the parties. Additionally, if Sellers shall be unable to deliver an estoppel certificate for any tenant of the Building by the Closing Date other than the Major Tenants, for which Sellers shall be required to deliver an estoppel certificate, then Sellers shall have the right but not the obligation to deliver to Buyer, in substitution for such estoppel certificate, a certificate from Sellers (a "Sellers' Certificate"), certifying as to the matters set forth in the form of the estoppel certificate attached hereto as Exhibit "E" which shall survive the Closing until November 15, 1998; provided, however, that if Sellers shall deliver a partially completed estoppel certificate from a particular tenant, then such Sellers' Certificate shall cover only those matters set forth in the estoppel certificate which were not confirmed by the respective tenant. If Sellers deliver an estoppel certificate for a required tenant subsequent to the Closing Date, then such Sellers' Certificate shall be deemed canceled to the extent of the matters confirmed in such estoppel certificate, provided, however, that if the required estoppel certificate shall have been fully completed, then the Sellers' Certificate with respect thereto shall be canceled in full;
(vi) Original or certified copies of all Leases, amendments and other documents relating thereto, rent records and related documents in the possession or under the control of Sellers (which documents may be delivered at the Property). Such records shall include a schedule of all cash security deposits, including any interest thereon, held by Sellers on the Closing Date under the Leases together with appropriate instruments of transfer or assignment with respect to any lease securities which are other than cash and a schedule updating the Lease Schedule and setting forth all arrears in rents and all prepayments of rents;
(vii) Such affidavits and indemnities as the Title Company may reasonably require in order to omit from its title insurance policy all exceptions for (a) judgments, bankruptcies or other returns against persons or entities whose names are the same as or similar to Sellers' names; (b) parties in possession (other than tenants pursuant to the Leases and other occupants under the Contracts); and (c) mechanics' liens;
(viii) Sellers shall make all tenant files and records including without limitation all tenant correspondence and billing for escalations and files and records for the Buildings available to Buyer for copying, which obligation shall survive the Closing;
(ix) Original (or photocopies, if originals are unavailable to Sellers) of all site plans, surveys, soil and substrata studies, architectural drawings, plans and specifications, engineering plans and studies, floor plans, landscape plans and other plans or studies of any kind in the possession or under the control of Sellers that relate (a) to the Land, the Buildings, including without limitation as-built plans for tenant improvements, or (b) otherwise to the Property. Sellers shall also deliver (i) original (or photocopies, if originals are unavailable to Sellers) of all then effective assignable guaranties and warranties made by any person for the benefit of Sellers and in the possession or under the control of Sellers, with respect to the Property or any of its components, together with an instrument in form and substance reasonably satisfactory to Buyer assigning the same to Buyer, and (ii) all certificates, licenses, permits, authorizations and approvals issued for or with respect to the Property by governmental and quasi-governmental authorities having jurisdiction, except that photocopies may by substituted if the originals are posted at the Property.
(x) All keys in Sellers' possession to all entrance doors to, and any equipment and utility rooms located in, the Property (appropriately tagged for identification); and
(xi) An executed Affidavit of Non-Foreign Status, certifying that each Seller is not a "foreign person"" pursuant to Section 1445 of the Internal Revenue Code;
B. At the Closing, as defined Buyer shall deliver to Sellers a duly executed and acknowledged agreement in form and substance reasonably satisfactory to Sellers whereby Buyer shall (i) assume all of Sellers' obligations under the Federal Foreign Investment in Real Property Tax Act of 1980Leases (arising from and after the Closing), and (ii) agree to indemnify Sellers against, and hold Sellers harmless from, any liability, damages, claims, losses, costs and expenses (including attorneys' fees) arising from or relating to (x) the 1984 Tax Reform Act, as amended;
(vi) a termination Leases or the obligations or responsibilities of the Management Agreement landlord thereunder with respect only to the period subsequent to the Closing and the security deposits delivered under such Leases (in accordance with the terms thereof); and, but only 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 agreements in Seller's possession pertaining to the Property, all of which shall be have been delivered to Purchaser within one Buyer) and (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.y)
Appears in 2 contracts
Sources: Sale Purchase Agreement (JMB Income Properties LTD Xi), Sale Purchase Agreement (JMB Income Properties LTD X)
Closing Documents. (a) At the Closing, Seller shall execute and/or deliver deliver, or cause to Purchaser and/or be duly executed, acknowledged (if required) and delivered, to the Title Company the following with respect to the Property being sold by Seller pursuant hereto:
(i) A special or limited warranty deed containing a legal description of the Property as applicableset forth in Purchaser’s title commitment (“Title Commitment”) subject only to the Permitted Exceptions. If there is any discrepancy between the legal description in the Title Commitment and on the Exhibits attached hereto, Seller agrees to convey the Property using the legal description from the Title Commitment provided that, in such case, Seller is held harmless by the Title Company for any claim or liability arising out of the use of a revised legal description;
(ii) A standard form vendor’s affidavit signed by Seller containing such statements of fact by Seller or to Seller’s actual knowledge, relating to acts taken by Seller or any affiliate of Seller with respect to the Property, as may be reasonably required by the Title Company for Purchaser to obtain the Title Policy for the Property containing no exceptions except the Permitted Exceptions and otherwise sufficient for the Title Company to provide “gap” coverage.
(iii) The Lease Termination Agreement in the form annexed hereto as Exhibit “C” executed by Seller;
(iv) A sales disclosure form;
(v) A non-foreign affidavit within the meaning of Section 1445 of the Internal Revenue Code and Regulations promulgated therewith;
(vi) Evidence, which is reasonably satisfactory to the Title Company, (a) authorizing the sale of the Property by Seller; and (b) authorizing the execution, delivery and performance of all documents contemplated hereby by Seller;
(vii) A certificate stating that all representations, warranties and covenants of Seller set forth herein remain true and correct in all material respects at and as of the Closing; and
(viii) All other agreements, documents or instruments required under the terms of this Agreement to be executed and/or delivered by Seller or reasonably necessary to effectuate the transaction contemplated hereunder, provided such documents are consistent with Seller’s express obligations under this Agreement. Prior to the Closing Date, risk of loss shall be borne between Landlord and Tenant as more fully set forth in the Existing Lease for the Property. This provision shall supersede any contrary provision of applicable law.
(b) At the Closing, the Purchaser shall deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the Title Company, the following:
(i) a covenant deed in Cash or other immediately available funds for (x) the form of attached Exhibit B Purchase Price payable at Closing ("Deed") conveying the Real Property subject to no exceptions application of the Deposit in accordance with the terms of this Agreement) for the Property in accordance with Section 2 hereof, and (y) for the payment of all other than the Permitted Exceptions, together sums due from Purchaser in accordance with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substancethis Agreement;
(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 A sales disclosure document as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyrequired by Indiana law;
(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")The Lease Termination Agreement executed by Purchaser;
(iv) a counterpart Evidence which is reasonably acceptable to a closing settlement statement approved by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated Title Company authorizing the purchase of the Property by or specifically provided for in this Agreement (the "Closing Statement");Purchaser; and
(v) an affidavit of Seller certifying that Seller is not a "foreign person"Such other certificates, instruments, papers or documents 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequest.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (Old National Bancorp /In/)
Closing Documents. (a) At the Closing, Seller shall execute and/or deliver deliver, or cause to Purchaser and/or be duly executed, acknowledged (if required) and delivered, to the Title Company the following with respect to the Parcels being sold by Seller pursuant hereto:
(i) A special or limited warranty deed containing a legal description of the Parcel being sold as applicableset forth in Purchaser’s title commitment (“Title Commitment”) subject only to the Permitted Exceptions. If there is any discrepancy between the legal description in the Title Commitment and on the Schedules attached hereto, Seller agrees to convey such Parcel using the legal description from the Title Commitment provided that, in such case, Seller is held harmless by the Title Company for any claim or liability arising out of the use of a revised legal description;
(ii) A standard form vendor’s affidavit signed by Seller containing such statements of fact by Seller or to Seller’s actual knowledge, relating to acts taken by Seller or any affiliate of Seller with respect to the Property, as may be reasonably required by the Title Company for Purchaser to obtain the Title Policy for the Parcels containing no exceptions except the Permitted Exceptions and otherwise sufficient for the Title Company to provide “gap” coverage.
(iii) The Lease Termination Agreement in the form annexed hereto as Exhibit “C” executed by Seller;
(iv) With respect to the Parcel in Indiana, a sales disclosure form;
(v) With respect to each Parcel in Kentucky, a consideration certificate;
(vi) A non-foreign affidavit within the meaning of Section 1445 of the Internal Revenue Code and Regulations promulgated therewith;
(vii) Evidence, which is reasonably satisfactory to the Title Company, (a) authorizing the sale of the Property by Seller; and (b) authorizing the execution, delivery and performance of all documents contemplated hereby by Seller that is a record owner of the respective Parcel;
(viii) A certificate stating that all representations, warranties and covenants of Seller set forth herein remain true and correct in all material respects at and as of the Closing; and
(ix) All other agreements, documents or instruments required under the terms of this Agreement to be executed and/or delivered by Seller or reasonably necessary to effectuate the transaction contemplated hereunder, provided such documents are consistent with Seller’s express obligations under this Agreement. Prior to the Closing Date, risk of loss shall be borne between Landlord and Tenant as more fully set forth in the Existing Lease for each Parcel. This provision shall supersede any contrary provision of applicable law.
(b) At the Closing, the Purchaser shall deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the Title Company, the following:
(i) a covenant deed in Cash or other immediately available funds for (x) the form of attached Exhibit B Purchase Price payable at Closing ("Deed") conveying the Real Property subject to no exceptions application of the Deposit in accordance with the terms of this Agreement) for the Parcels in accordance with Section 2 hereof, and (y) for the payment of all other than the Permitted Exceptions, together sums due from Purchaser in accordance with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substancethis Agreement;
(ii) an affidavit of titleWith respect to each Parcel in Indiana, the form and substance of which shall be subject to the approval of the Title Company sufficient to remove or modify a sales disclosure document as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyrequired by Indiana law;
(iii) With respect to each Parcel in Kentucky, 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")consideration certificate;
(iv) a counterpart to a closing settlement statement approved The Lease Termination Agreement executed by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement")Purchaser;
(v) an affidavit of Evidence which is reasonably acceptable to 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;Title Company authorizing the purchase of the Property by Purchaser; and
(vi) a termination of the Management Agreement (in accordance with the terms thereof); andSuch other certificates, to the extent the same remain in effectinstruments, terminations of all other Terminated Contracts;
(vii) such organizational and authorizing papers or 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequest.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Old National Bancorp /In/), Purchase and Sale Agreement (Old National Bancorp /In/)
Closing Documents. The Seller shall have delivered, or caused to be delivered to the Purchaser, the documents and instruments described below:
(a) At ClosingThe opinion of counsel for the Seller, Seller shall execute and/or deliver in form and substance reasonably satisfactory to the Purchaser and/or the Title Company (and its counsel and containing such assumptions and limitations as applicable) are customary or reasonable for opinion letters normally provided in similar transactions, covering at least the following:
(i) The Company is 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 North Carolina Limited Liability Company validly existing and in accurate substancegood standing under the laws of its state in which it was chartered;
(ii) an affidavit The execution, delivery, and performance of titlethis Agreement, the form other Acquisition Documents to which the Seller is a party, and substance the other instruments or documents required to be executed by the Seller in connection herewith and therewith have been authorized by all necessary Company and other actions of which shall the Seller and have been duly executed and delivered by the Seller and constitute legal, valid, and binding obligations of such parties enforceable in accordance with their terms to the extent the Purchaser should be able to realize the practical benefits thereof, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting the enforcement of creditor's rights and except as the availability of suitable remedies may 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 modifyjudicial discretion;
(iii) a ▇▇▇▇ The consummation of sale, if applicable, conveying all of Seller's right, title and interest in and to the Personal Property and, to the extent assignabletransactions contemplated by this Agreement, the Intangible Property other Acquisition Documents to which the Seller is a party, and all other instruments or documents required to be executed by the Seller in connection herewith and therewith will not violate or result in a breach of or constitute a default under the form Articles of attached Exhibit C ("▇▇▇▇ Organization or Operating Agreement or other organizational agreements of Sale")the Company;
(iv) a counterpart Except for such actions and proceedings as are disclosed to a closing settlement statement approved by Seller and the Purchaser reflecting in writing, Seller's counsel does not know of any limitation, governmental investigation, actions, or suits, pending or threatened, against or relating to the credits, prorations, and adjustments transactions contemplated by or specifically provided for in this Agreement (the "Closing Statement");or any other Acquisition Document to which Seller is a party; and
(v) an affidavit On best information and belief, the transaction contemplated herein will not violate any securities ("blue sky laws") of Seller certifying that Seller is not a "foreign person", as defined in the Federal Foreign Investment in Real Property Tax Act state of 1980, and the 1984 Tax Reform Act, as amended;North Carolina.
(vib) a termination Certified copies 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 resolutions adopted by the Title Company to evidence Seller's authority to execute Members and Managers of the Company, or by appropriate committees thereof, authorizing this Agreement and any documents to be executed by Seller at Closing to consummate the transaction other Acquisition Documents and the transactions contemplated by this Agreement;hereby and thereby.
(viiic) Certificates of the Secretary of State of each of the states in which the Company is qualified to transact business as a foreign corporation, dated no earlier than May 1, 2005, respecting the extent that any Contracts remain good standing of the Company in effect, an assignment each such jurisdiction the Company is domesticated of all of Seller's rights and interests in the Contracts (other than Terminated Contracts) qualified by certificate to Purchaser in the form of attached Exhibit E ("Assignment of Contracts");conduct business.
(ixd) a certificate stating that Seller's representations and warranties set forth in Paragraph 6(a) Operating Agreement 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 Company certified as of the Closing Date, to the level Date by a manager of the standard of knowledge applicable thereto when initially made;Company.
(xe) Any and all original fileslicenses or renewals, licenses, permits, certificates and consents as may be necessary to effect the continuation of occupancy, keys, access codes and agreements in Sellerthe Company's possession pertaining to Business by the Property, all of which shall be delivered to Purchaser within one (1) business day after following the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(bf) At ClosingSuch other documents, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Saleinstruments, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser or certificates as shall be required reasonably requested by the Title Company to evidence Purchaser's authority to execute this Agreement Purchaser or its counsel (inclusive of executed conveyances of certificates or units of ownership and any documents to be executed by Purchaser at Closing or cancelled certificates and to consummate the transaction contemplated by this Agreement;
(v) the Assignment other assignments, waivers and necessary releases of Contracts;
(vi) a certificate stating that Purchaser's representations liens, mortgages and warranties set forth in this Agreement, remain materially true, correct financial statements and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument security or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementUCC filings).
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Limco-Piedmont Inc), Membership Interest Purchase Agreement (Tat Technologies LTD)
Closing Documents. (a) A. At the Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) Purchaser, at Buyer's sole cost and expense, the following:
(i1) a covenant deed A duly executed and acknowledged Special Warranty Deed in recordable form conveying title in fee simple to all of the form of attached Exhibit B ("Deed") conveying the Real Property real estate, as is where is, and 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 substanceTitle Exceptions attached hereto as Exhibit B;
(ii2) A Preliminary Title Commitment at Closing and, subsequent to Closing, an affidavit Owner's Policy of titleTitle Insurance (the "Title Policy") issued by First American Title Insurance Company in the full amount of the Purchase Price, dated as of closing, insuring Purchaser's title to the real estate subject only to the Permitted Title Exceptions listed on Exhibit B, the standard printed exceptions and additional exceptions contained in the usual form and substance of which Owner's Title Policy;
(3) Internal Revenue Code reporting requirements or disclosure including FIRPTA;
(4) Seller shall be subject to the approval of the Title Company sufficient to remove or modify as is customary by written instrument assign all of the standard pre-printed exceptions Leases if any to Purchaser, and Purchaser shall accept such assignment and agrees to discharge and assume all of the obligations and duties of landlord under the Leases (including, without limitation, all obligations pertaining to security deposits) which do not require a survey accrue or arise under the Leases for the period from and after the closing. Purchaser hereby agrees to delete or modifyindemnify and hold Seller harmless from any claims, demands, suits, damages and expenses related to Landlord’s performance under any Lease from and after the Closing Date including, without limitation, the return of the security deposits to the tenants of the Property. This indemnity shall survive the closing of this transaction;
(iii5) a ▇▇▇▇ of saleSeller shall by written assignment assign all Service Contracts, if applicableany to Purchaser, conveying (except any such contracts which by their terms are non-assignable) and Purchaser shall accept such assignment and agrees to discharge and assume all of Seller's right, title the obligations and interest in duties of landlord under the Service Contracts which accrue or arise for the period from and to after the Personal Property and, to the extent assignable, the Intangible Property in the form of attached Exhibit C closing;
("6) Customary transfer declarations;
(7) ▇▇▇▇ of Sale"), without warranties, for any personal property being transferred free of liens or encumbrances;
(iv) a counterpart 8) All other documents that are reasonably customary to a closing settlement statement approved by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated by or specifically provided for in close 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 (transaction; in accordance with the terms thereof); and, to the extent the same remain in effect, terminations and conditions of all other Terminated Contractsthis Agreement;
(vii9) such organizational Letters to the tenants advising the tenants of the sale 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 directing all future rents to be executed by Seller at Closing sent to consummate Purchasers or as Purchaser may direct; and
B. At the transaction Closing, Purchaser shall:
(1) Pay the cash portion of the Purchase Price including prorations and adjustments, if any;
(2) If Purchaser is a corporation or a limited liability company, deliver to Seller:
(a) Certified resolutions of the board of directors of Purchaser (or managing member) authorizing all the transactions contemplated by this Agreement;
(viiib) An incumbency certificate with respect to the extent that any Contracts remain in effect, an assignment of all of Seller's rights and interests in the Contracts those officers (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(aor managing member) of this Agreement, as modified by Purchaser executing any documents or instruments in connection with 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Datetransactions contemplated herein; and
(xic) such Certificate of Good Standing for the entity acquiring title from the Secretary of State or other instruments as reasonably may be required by appropriate governmental office of the Title Company and state in which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreemententity was formed.
(b3) At ClosingIf the entity acquiring title is a partnership, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance a certified copy of the Purchase Pricepartnership agreement and all appropriate resolutions, partnership consents and evidence of authority of said entity;
(ii4) Execute such other and further documents necessary to close this transaction; in accordance with the ▇▇▇▇ terms and conditions of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v5) If Purchase Money Financing is applicable:
(a) Execute and deliver to Seller the Assignment of ContractsFinancing Documents;
(vib) Deliver an ALTA Mortgage Title Insurance Policy insuring the Mortgage as a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects first lien on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, Property subject only to the level of the standard of knowledge applicable thereto when initially madePermitted Title Exceptions; and
(vii6) such other instruments as reasonably may be required by the Title Company Execute an assignment and assumption agreement pursuant to which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery assumes any obligations of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementthe Leases and any other contracts relating to the Property.
Appears in 2 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement
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 A. On 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) an executed closing statement, the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) and such organizational and authorizing other documents of Purchaser as shall may be reasonably required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and in order to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties as set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of .
B. On the Closing Date, Seller shall deliver to Purchaser possession of the Property; the Deed subject to the Permitted Exceptions and those Unpermitted Exceptions waived by Purchaser; a UCC search from appropriate jurisdictions reflecting no liens against Seller, or a termination statement as modified to any lien secured by any contradictory information a UCC filing; an inventory of which Seller may have acquired actual knowledge the Personal Property and a B▇▇▇ of Sale for the same (in the interim, form of Exhibit F attached hereto); an executed closing statement; an executed assignment and assumption of all service contracts (in the form of Exhibit G attached hereto); an executed assignment and assumption of all leases and security deposits (in the form of Exhibit H attached hereto); updated rent roll; a notice to the level tenants of the standard transfer of knowledge applicable thereto when initially madetitle and the assumption by Purchaser of the landlord's obligations under the leases and the obligation to refund the security deposits (in the form of Exhibit I attached hereto), the original leases to be delivered to Purchaser at the Property; and
a non-foreign affidavit (viiin the form of Exhibit J attached hereto) and such other instruments documents as reasonably may be reasonably required by the Title Company Insurer in order to consummate the transaction as set forth in this Agreement and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Title Company to deliver the Title Policy subject only to Permitted Exceptions and Unpermitted Exceptions waived by Purchaser's obligations or liability to Seller under this Agreement.
Appears in 2 contracts
Sources: Sale Agreement (Balcor Realty Investors 86 Series I), Agreement of Sale (Balcor Realty Investors 85 Series Iii)
Closing Documents. (a) At Closing, The Seller which owns such Property shall execute and/or deliver have delivered to the Purchaser and/or the Title Company (as applicable) the followingfollowing with respect thereto:
(i) a covenant deed One or more warranty deeds, in proper statutory form for recording, duly executed and acknowledged by such Seller, conveying fee simple title to the form of attached Exhibit B ("Deed") conveying applicable Land and Improvements to the Real Property subject to no exceptions Purchaser, free from all liens and encumbrances other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit and otherwise in the form prescribed by statute and in accurate substanceattached hereto as Exhibit A;
(ii) an affidavit of titleOne or more assignment and assumption agreements, duly executed and acknowledged by such Seller, assigning the applicable Intangible Property to the Purchaser and otherwise in the form and substance of which shall be subject to the approval of the Title Company sufficient to remove or modify attached hereto as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyExhibit B;
(iii) a ▇▇▇▇ One or more bills of sale, if applicableduly executed by such Seller, conveying all of Seller's righttransferring the applicable FF&E, title Files and interest in Records and Inventory to the Personal Property and, to the extent assignable, the Intangible Property Purchaser and otherwise in the form of attached hereto as Exhibit C ("▇▇▇▇ of Sale")C;
(iv) a counterpart to a closing One or more settlement statement approved statements, duly executed by Seller the applicable Sellers, which sets forth all of the adjustments and Purchaser reflecting the credits, prorationsprorations as described in this Agreement, and adjustments contemplated by or specifically provided for otherwise in this Agreement (the "Closing Statement")a form acceptable to all parties;
(v) an affidavit of Seller certifying that Seller is not a "foreign person"A so called “FIRPTA” or “Non-Foreign” affidavit, as defined duly executed and acknowledged by such Seller, in the Federal Foreign Investment in Real Property Tax Act form contemplated by Section 1445 of 1980the Code, and otherwise in the 1984 Tax Reform Act, form attached hereto as amendedExhibit D;
(vi) a termination Original copies of the Management Agreement applicable Files and Records, Licenses and Permits, Resident Agreements and Service Contracts to be conveyed by such Seller hereunder (in accordance with the terms thereof); and, to the extent delivery of which may be accomplished by leaving the same remain in effect, terminations of all other Terminated Contractsat the applicable Facility);
(vii) To the extent the same are in such organizational Seller’s possession or control, original, fully executed copies of all other material documents and authorizing documents agreements, plans and specifications and contracts, licenses and permits pertaining to such Property, to the extent not duplicative of Seller as such Seller’s other deliveries hereunder (delivery of which may be accomplished by leaving the same at the applicable Facility);
(viii) Evidence reasonably shall be required by satisfactory to the Purchaser and the Title Company to evidence Seller's regarding the good standing of such Seller and the legal authority of such Seller to execute this Agreement and any the other documents which such Seller is required to be executed by Seller at Closing deliver hereunder and to consummate the transaction contemplated by otherwise perform its obligations under 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");; and
(ix) A parties in possession affidavit, a certificate stating that Seller's representations mechanic’s lien affidavit, a gap indemnity 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other conveyance documents, certificates, deeds and instruments as reasonably may be required by the Purchaser or the Title Company may reasonably require and which as are customarily delivered customary in like transactions in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any county in which such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementProperty is located.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Five Star Quality Care Inc), Purchase and Sale Agreement (Five Star Quality Care Inc)
Closing Documents. (a) At the Closing, Seller shall execute and/or and deliver to Purchaser and/or the Title Company (as applicable) the following:
Company: (i) a covenant grant deed in customary, recordable form conveying fee simple title to the form of attached Exhibit B ("Deed") conveying Property to Buyer, using the Real Property Survey legal description, subject only to no exceptions other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit Exceptions and otherwise free and clear of all liens and encumbrances except such as have been approved in writing by Buyer (the form prescribed by statute and in accurate substance;
“Deed”); (ii) an any and all applicable transfer tax declarations or other transfer or sale disclosure statements required by applicable law; (iii) a title affidavit of title, the in a form and substance of which shall be subject satisfactory to the approval of Buyer, Seller and the Title Company, suitable to permit the Title Company sufficient to remove or modify as is customary all of delete the standard standard, pre-printed exceptions which do not require (identified in the Preliminary Report) from the Title Policy; (iv) a survey certification of non-foreign status pursuant to delete or modify;
Section 1445(b)(2) of the Internal Revenue Code, as amended (iiithe “Code”) and a California 593 Form (“593”); (v) an IRS Form 1099-S Disclosure Statement (if required under the Code); (vi) an assignment (the “Assignment”), in a form satisfactory to the Buyer, of any and all leases, contracts and/or service agreements, if any, pertaining to the Property that Seller and Buyer agree prior to the Satisfaction Date will be assumed by Buyer at the Closing; (vii) an assignment of any warranties pertaining to any Improvements located on the Property, to the extent such warranties are assignable; (viii) a ▇▇▇▇ of sale, if applicable, conveying all of Seller's right, title and interest in and to sale for the Personal Property andbeing transferred, to the extent assignable, the Intangible Property which shall be substantially in the form of attached as 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)C; 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;
closing statement; (x) all original filesthe “Post-Closing Lease”, licenses, permits, certificates of occupancy, keys, access codes in the form attached hereto as Exhibit F; and agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments instruments, certificates or affidavits as reasonably may be required by the provided herein or as Buyer or Title Company and which are customarily delivered in may reasonably request to effect the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance intention of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.Parties
Appears in 2 contracts
Sources: Real Estate Purchase Agreement, Real Estate Purchase Agreement (Zhone Technologies Inc)
Closing Documents. The Seller shall have delivered to the Purchaser with respect to the applicable Property:
(a) At ClosingA grant deed (for each Property located in California) or a special warranty deed (for the Property located in Virginia), Seller shall execute and/or deliver duly executed by the Seller, conveying 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 good 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, marketable 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 agreements in Seller's possession pertaining to the Property, free from all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company liens, encumbrances, security interests, options and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery adverse claims of any such instrument kind or document that would increase or expand Seller's obligations or liability character, subject to Purchaser under this Agreement.the Permitted Encumbrances and except as otherwise specifically permitted hereunder;
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the A Warranty ▇▇▇▇ of Sale, if an Assignment of Contracts, an Assignment of Intangible Property and an Assignment of Construction-Related Contracts, each duly executed by Seller (or MI, as applicable), transferring and assigning to Purchaser all rights, title and interest of Seller (and MI, as applicable) in the Assets, together with, to the extent the same are in the Seller's or MI's (or their agent's) possession, original (or copies certified by Seller as true and correct), fully executed copies of all agreements constituting any of the same;
(iiic) a counterpart to The Lease for the Closing StatementProperty duly executed by Tenant;
(ivd) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be The Limited Rent Guaranty duly executed by Purchaser at Closing and to consummate the transaction contemplated by this AgreementMI;
(ve) The Membership Interest Pledge duly executed by Seller (or, at any Closing occurring after the Assignment of Contractsfirst Closing, a written certification and acknowledgment by Seller that the Membership Interest Pledge continues in force and effect in accordance with its terms);
(vif) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as A copy of the Closing Date, as modified fully executed Franchise Agreement with respect to the applicable Property ;
(g) The Owner Agreement duly executed by any contradictory information MI;
(h) A copy of which Seller may have acquired actual knowledge the final certificate of occupancy for the applicable Property;
(i) An architect's certificate in respect of the Improvements to the applicable Property in the interimform attached hereto as Schedule L, or as otherwise provided in Section 4.2(c) below;
(j) An engineer's certificate in respect of the Improvements to the level of applicable Property in the standard of knowledge applicable thereto when initially made; andform attached hereto as Schedule M, or as otherwise provided in Section 4.2(c) below;
(viik) Certified copies of applicable resolutions and certificates of incumbency with respect to the Seller, Tenant, MI, and such other instruments persons as the Purchaser may reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.require;
Appears in 2 contracts
Sources: Purchase and Sale Agreement (CNL Hospitality Properties Inc), Purchase and Sale Agreement (CNL Hospitality Properties Inc)
Closing Documents. The obligations of the Underwriters hereunder to purchase the Offered Shares at the Closing Time and any Over-Allotment Option Closing Time, as applicable, shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time and any Over-Allotment Option Closing Time, as applicable, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time and any Over-Allotment Option Closing Time, as applicable, all of its obligations hereunder theretofore to be performed and the Underwriters receiving at the Closing Time and any Over-Allotment Option Closing Time, as applicable:
(a) At Closingfavourable legal opinions of the Corporation's counsel addressed to the Underwriters and the Underwriters' Counsel, Seller shall execute and/or deliver in form and substance reasonably satisfactory to Purchaser and/or the Title Company (Underwriters, with respect to such matters as applicable) the followingUnderwriters may reasonably request relating to the Corporation, the offering of the Offered Shares and the transactions contemplated hereby, including, without limitation, that:
(i) a covenant deed the Corporation has the capacity and power to own and lease its properties and assets and to conduct its business as described 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 substanceProspectuses;
(ii) an affidavit the Corporation has been duly incorporated, amalgamated or continued and is validly subsisting and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of title, the form and substance of which shall be subject to the approval each of the Title Company sufficient to remove or modify as is customary all jurisdictions in which it carries on a material portion of the standard pre-printed exceptions which do not require a survey to delete or modifyits business;
(iii) a ▇▇▇▇ of sale, if applicable, conveying all of Seller's right, title the Corporation has full corporate power and interest in authority to enter into this Agreement and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Personal Property andCorporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to the qualification that such validity, binding effect and enforceability may be limited by: (i) applicable bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, being available only in the discretion of the applicable court; (iii) the statutory and inherent powers of a court to grant relief from forfeiture, to stay execution of proceedings before it and to stay executions on judgments; (iv) the extent assignable, applicable laws regarding limitations of actions; (v) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the Intangible Property enforceability or validity of the remainder of such document would be determined only in the form discretion of attached Exhibit C the court; ("▇▇▇▇ vi) enforceability of Sale")the provisions exculpating a party from liability or duty otherwise owned by it may be limited under applicable law; and (vii) the rights to indemnity, contribution and waiver under the documents which may be limited or unavailable under applicable law;
(iv) a counterpart to a closing settlement statement approved the execution and delivery of this Agreement and the fulfillment of the terms hereof by Seller and Purchaser reflecting the credits, prorationsCorporation, and adjustments contemplated by or specifically provided for in the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under: (a) any applicable laws of the "Closing Statement"Province of Alberta or the federal laws of Canada applicable therein; (b) any term or provision of the articles, by- laws or other constating documents, as applicable, of the Corporation; (c) of which counsel is aware, any resolutions of the shareholders or directors of the Corporation; (d) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound; or (e) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or its properties or assets;
(v) an affidavit the Offered Shares have been validly issued as fully paid and non-assessable Common Shares 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 amendedCorporation;
(vi) the Corporation is a termination "reporting issuer" not in default of any requirement of the Management Agreement Securities Act (Alberta) and the regulations thereunder and has a similar status under the Canadian Securities Laws of each of the Qualifying Provinces where Offered Shares were distributed and is eligible to participate in accordance with the terms thereof); and, to the extent the same remain National Instrument 44-101 in effect, terminations of all other Terminated Contractseach Qualifying Province;
(vii) such organizational and authorizing documents the attributes 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 Offered Shares conform in all material respects with the transaction contemplated by this Agreementdescription thereof contained in the Prospectuses;
(viii) to the extent that any Contracts remain in effect, an assignment of all of Seller's rights and interests Offered Shares are eligible investments as set out under the heading "Eligibility for Investment" in the Contracts (other than Terminated Contracts) to Purchaser in the form of attached Exhibit E ("Assignment of Contracts")Prospectuses;
(ix) a certificate stating that Seller's representations all necessary documents have been filed, all necessary proceedings have been taken and warranties set forth all legal requirements have been fulfilled as required under the Canadian Securities Laws of each of the Qualifying Provinces in Paragraph 6(aorder to qualify the Offered Shares for distribution and sale to the public in each of such Qualifying Provinces by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of such Canadian Securities Laws;
(x) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of this Agreementthe Prospectuses and the filing thereof, as modified the case may be, in each of the Qualifying Provinces in accordance with Canadian Securities Laws;
(xi) subject only to the Standard Listing Conditions, the Offered Shares have been conditionally accepted for listing on the Exchange and upon notice to the Exchange shall be posted for trading as at the opening of business on the Closing Date, or any Over-Allotment Option Closing Date, if applicable;
(xii) Alliance Trust Company has been duly appointed by the PurchaserCorporation as the transfer agent and registrar for the Common Shares (including the Offered Shares);
(xiii) the form and terms of the definitive certificates representing the Common Shares have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including the requirements of the Exchange) relating thereto;
(xiv) the authorized and issued capital of the Corporation; and as to all other legal matters, including compliance with Canadian Securities Laws in any way connected with the issuance, sale and delivery of the Offered Shares as the Underwriters may reasonably request. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation's Contradictory Knowledge Auditors as to relevant matters of fact. It is further understood that the Underwriters' counsel may rely on the opinion of the Corporation's counsel as to matters which specifically relate to the Corporation or the Offered Shares, including the issuance of the Offered Shares;
(as defined b) the Underwriters shall have received legal opinions addressed to the Underwriters and the Underwriters Counsel in Paragraph 6(a)form and substance satisfactory to the Underwriters, remain materially trueacting reasonably, correct and complete in all material respects on and dated as of the Closing Date, from counsel to each of the Material Subsidiaries, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Material Subsidiaries, as appropriate, with respect 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
following matters: (i) the balance each of the Purchase Price;
(ii) Material Subsidiaries is a corporation existing under the ▇▇▇▇ laws of Salethe jurisdiction in which it was incorporated, if applicable;
(iii) a counterpart amalgamated or continued, as the case may be, and has all requisite corporate power to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser carry on its business as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing now conducted and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations own, lease and warranties set forth in this Agreement, remain materially true, correct operate its property and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially madeassets; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 2 contracts
Sources: Underwriting Agreement, Underwriting Agreement
Closing Documents. (a) At the Closing, Seller shall execute and/or deliver deliver, or cause to Purchaser and/or be duly executed, acknowledged (if required) and delivered, to the Title Company the following with respect to the Property:
(i) A special or limited warranty deed containing a legal description of the Property as applicableset forth in Purchaser’s Commitment subject only to the Permitted Exceptions;
(ii) A standard form vendor’s affidavit signed by Seller containing such statements of fact by Seller or to Seller’s actual knowledge, relating to acts taken by such Seller or any affiliate of such Seller with respect to the Property, as may be reasonably required by the Title Company for Purchaser to obtain the Title Policy for the Property containing no exceptions except the Permitted Exceptions and otherwise sufficient for the Title Company to provide “gap” coverage.
(iii) The Lease Termination Agreement executed by Seller;
(iv) A sales disclosure form;
(v) A non-foreign affidavit within the meaning of Section 1445 of the Internal Revenue Code and Regulations promulgated therewith;
(vi) Evidence, which is reasonably satisfactory to the Title Company, (a) authorizing the sale of the Property by Seller; and (b) authorizing the execution, delivery and performance of all documents contemplated hereby by Seller that is a record owner of the Property;
(vii) A certificate stating that all representations, warranties and covenants of Seller set forth herein remain true and correct in all material respects at and as of the Closing; and
(viii) All other agreements, documents or instruments required under the terms of this Agreement to be executed and/or delivered by Seller or reasonably necessary to effectuate the transaction contemplated hereunder, provided such documents are consistent with Seller’s express obligations under this Agreement. Prior to the Closing Date, risk of loss shall be borne between Seller and Purchaser as more fully set forth in the Lease. This provision shall supersede any contrary provision of applicable law.
(b) At the Closing, the Purchaser shall deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the Title Company, the following:
(i) a covenant deed in Cash or other immediately available funds for (x) the form of attached Exhibit B Purchase Price payable at Closing ("Deed") conveying the Real Property subject to no exceptions application of the Deposit in accordance with the terms of this Agreement) for the Property in accordance with Section 1 hereof, and (y) for the payment of all other than the Permitted Exceptions, together sums due from Purchaser in accordance with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substancethis Agreement;
(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 A sales disclosure document as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyrequired by Indiana law;
(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")The Lease Termination Agreement;
(iv) a counterpart Evidence which is reasonably acceptable to a closing settlement statement approved by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated Title Company authorizing the purchase of the Property by or specifically provided for in this Agreement (the "Closing Statement");Purchaser; and
(v) an affidavit of Seller certifying that Seller is not a "foreign person"Such other certificates, instruments, papers or documents 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequest.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Old National Bancorp /In/), Purchase and Sale Agreement (Old National Bancorp /In/)
Closing Documents. Seller shall have delivered to Purchasers or their designees:
(a) At ClosingAssignments of Ground Lease Interests, Seller shall execute and/or deliver with respect to Purchaser and/or the Premises, in proper statutory form for recording, duly executed and acknowledged by Seller, conveying Seller's leasehold interests in the Premises, in form and substance satisfactory to Purchasers and to 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 substanceCompany;
(iib) an affidavit Bills of titleSale, the in form and substance of which shall be subject reasonably satisfactory to the approval of the Title Company sufficient Seller and Purchasers, duly executed and acknowledged by Seller, with respect 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 andin, to and under 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 1980Documents, and the 1984 Tax Reform ActIntangible Property, as amended;
(vi) a termination and any items of the Management Agreement (personal property included on Schedule B to be conveyed to Purchasers 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;
(viiic) A non-foreign affidavit with respect to Seller as required by Internal Revenue Code Section 1445(b)(2) and the extent that any Contracts remain in effectregulations issued thereunder, an assignment of all of Seller's rights and interests in for the Contracts (other than Terminated Contracts) to Purchaser in the form of attached Exhibit E ("Assignment of Contracts")Premises conveyed;
(ixd) a certificate stating that To the extent the same are in the Seller's representations and warranties set forth in Paragraph 6(a) possession, copies 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 agreements in Seller's possession pertaining to the Property;
(e) The Lease, all duly executed by Seller;
(f) An opinion of which Seller's counsel addressed to Purchasers and Purchasers' lender that the Lease (i) has been duly executed and delivered by Seller and (ii) is enforceable in accordance with its terms under the laws of the State of California, except for bankruptcy, equitable principles and other customary exceptions thereto;
(g) A certificate of Seller's Secretary or Assistant Secretary evidencing that those officers acting for Seller have full authority to consummate the transactions contemplated by this Agreement, including the execution of the Lease. Such evidence shall be delivered recite resolutions of the board of directors of Seller;
(h) An Owner's Policy of Title Insurance (a "Title Policy") on the current ALTA form with a so-called "extended coverage" endorsement issued through the Title Company and insuring, for an amount equal to Purchaser the Purchase Price, that good and marketable leasehold title to the Premises is vested in Purchasers;
(i) An as-built survey of the Premises, dated within one ninety (190) business day after days of the Closing DateDate and certified to Purchasers, Purchasers' lender and the Title Company, which has been prepared in accordance with the "Minimum Standard Detail Requirements for Land Title Surveys" jointly established by ALTA and ACSM;
(j) Unless required to be posted at the Improvements, the original, or a certified copy of the current certificate of occupancy or its legal equivalent for the Property, with all amendments thereto (unless the municipality where the Improvements are located does not issue such certificate or its legal equivalent); and
(xik) such Such other instruments conveyance documents, certificates, deeds, affidavits and other instructions as reasonably may be required by Purchasers or the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementmay reasonably require.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Assignment and Sale Agreement (Beckman Coulter Inc)
Closing Documents. The obligations of the Underwriters hereunder, as to the Offered Shares to be purchased at the Closing Time or Additional Closing Time, as applicable, shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time or Additional Closing Time, as applicable, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time or Additional Closing Time, as applicable, all of its obligations hereunder theretofore to be performed and the Underwriters receiving at the Closing Time or Additional Closing Time, as applicable:
(a) At Closingfavourable legal opinions of the Corporation’s counsel addressed to the Underwriters, Seller shall execute and/or deliver in form and substance reasonably satisfactory to Purchaser and/or the Title Company (Underwriters, with respect to such matters as applicable) the followingUnderwriters may reasonably request relating to the offering of the Offered Shares and the Corporation and the transactions contemplated hereby, including, without limitation, that:
(i) the Corporation has been duly incorporated, amalgamated or formed, as the case may be, and is validly subsisting under the laws of the jurisdiction of its incorporation, amalgamation or formation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of the jurisdictions where it carries on a covenant deed in the form material portion 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 substanceits business;
(ii) an affidavit the Corporation has full corporate power and authority to enter into this Agreement and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of titlethe Corporation enforceable against the Corporation in accordance with its terms, the form and substance of which shall be subject to the approval of the Title Company sufficient laws relating to remove or modify creditors’ rights generally and except as is customary all of the standard pre-printed exceptions which do not require a survey rights to delete or modifyindemnity may be limited by applicable law;
(iii) the execution and delivery of this Agreement and the fulfillment of the terms hereof by the Corporation, and the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a ▇▇▇▇ breach of, or constitute a default under, and do not and will not create a state of salefacts which, if after notice or lapse of time or both, will result in a breach of or constitute a default:
(A) under any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein;
(B) under any term or provision of the articles, by-laws or other constating documents, as applicable, conveying all of Seller's rightthe Corporation or, title and interest in and of which counsel is aware, any resolutions of the shareholders or partners, as applicable, or directors (or any committee thereof) of the Corporation;
(C) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Personal Property andCorporation is a party or by which it is bound on the Closing Date; or
(D) of which counsel is aware, to any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")Corporation or its properties or assets;
(iv) a counterpart to a closing settlement statement the form and terms of the definitive certificate representing the Common Shares (including the Offered Shares) have been duly approved and adopted by Seller the board of directors of the Corporation and Purchaser reflecting comply with all legal requirements (including all applicable requirements of the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement")TSX) relating thereto;
(v) an affidavit of Seller certifying that Seller is not a "foreign person"the Offered Shares have been duly and validly created, allotted and issued as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, fully paid and non-assessable Common Shares and the 1984 Tax Reform Act, as amendedOver-Allotment Option has been duly and validly created and authorized;
(vi) a termination the attributes of the Management Agreement (Offered Shares and the Over-Allotment Option conform in accordance all material respects with the terms thereof); and, to description thereof contained in the extent the same remain in effect, terminations of all other Terminated ContractsProspectuses;
(vii) the Offered Shares are eligible investments as set out under the heading “Eligibility for Investment” in the Prospectuses;
(viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Canadian Securities Laws in order to qualify the Offered Shares for distribution and sale to the public in each Qualifying Province by or through investment dealers and brokers duly registered under the applicable laws of such organizational provinces who have complied with the relevant provisions of such Canadian Securities Laws and authorizing documents to qualify the Over-Allotment Option for distribution to the Underwriters in each of Seller as reasonably shall be required by the Title Company to evidence Seller's Qualifying Provinces;
(ix) the Corporation is a “reporting issuer” not in default of any requirement of the Securities Act (Alberta) and the regulations thereunder and has a similar status under the Canadian Securities Laws of each of the other Qualifying Provinces;
(x) the Corporation has the necessary corporate power and authority to execute this Agreement and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Canadian Securities Laws;
(xi) the Offered Shares are conditionally accepted for listing and, upon notification to the TSX of the issuance and sale thereof and fulfillment of the conditions of the TSX, will be issued and posted for trading on the TSX;
(xii) as to the authorized and issued capital of the Corporation;
(xiii) Computershare Trust Company of Canada at its principal offices in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, has been duly appointed the Canadian transfer agent and registrar for the Common Shares (including the Offered Shares); and as to all other legal matters, including compliance with Canadian Securities Laws in any documents way connected with the issuance, sale and delivery of the Offered Shares as the Underwriters may reasonably request. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to be executed them as to matters governed by Seller at Closing the laws of jurisdictions other than where they are qualified to consummate practice law, and on certificates of officers of the transaction contemplated by Corporation, the transfer agent and the Corporation’s auditors as to relevant matters of fact;
(b) If Offered Shares are sold in the United States, a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Corporation’s special United States legal counsel, addressed to the Underwriters, in form and substance acceptable to the Underwriters and their counsel, acting reasonably, to the effect that registration under the U.S. Securities Act is not required for the offer and sale of the Offered Shares in the United States, provided that such offers and sales are made in accordance with Schedule “A” to 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");
(ixc) a certificate stating that Seller's representations and warranties set forth in Paragraph 6(a) of this Agreementthe Corporation dated the Closing Date or Additional Closing Date, as modified applicable, addressed to the Underwriters and signed on behalf of the Corporation by the Purchaser's Contradictory Knowledge President and Chief Executive Officer and Vice-President, Finance and Chief Financial Officer of the Corporation or such other officers or directors of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that:
(as defined in Paragraph 6(a), remain materially true, correct i) the Corporation has complied with and complete satisfied in all material respects all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time or Additional Closing Time, as applicable;
(ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct in all material respects (except where qualified by materiality, in all respects) at the Closing Time or Additional Closing Time, as applicable, as if made at such time; and
(iii) no event of a nature referred to in subsection 11(a)(i), 11(a)(ii), 11(a)(iii) or 11(a)(vi) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Underwriter’s opinion); and each certification is itself a condition to the obligations of the Underwriters hereunder as to the Offered Shares to be purchased at the Closing Time or Additional Closing Time, as applicable, provided that the delivery of such certificates in the manner contemplated above does not constitute satisfaction of this condition if the Underwriters have knowledge to the contrary;
(d) a comfort letter of each of the Corporation’s auditors and those other auditors required to provide a “comfort letter” pursuant to subsection 4(c) addressed to the Underwriters and dated the Closing Date or Additional Closing Date as applicable, satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the comfort letters referred to in subsection 4(c) hereof up to the Closing Time or Additional Closing Time, as applicable, which comfort letter shall be not more than two Business Days prior to the Closing Date or Additional Closing Date, as applicable;
(e) written confirmation from the TSX in customary form that the Offered Shares will at the Closing Time be listed and posted for trading in the Exchange, and all conditions other than completion of the Closing Date, and notification thereof to the level of Exchange shall have been met to permit the standard of knowledge applicable thereto when initially made;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining Offered Shares to the Property, all of which shall be delivered to Purchaser within one (1) business day after posted for trading on the Closing Date; and
(xif) such other instruments certificates and documents as reasonably the Underwriters may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementrequest, acting reasonably.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Bellatrix Exploration Ltd.)
Closing Documents. (a) At Closing, the following shall occur:
12.1 Seller shall execute and/or deliver or cause to be delivered to Purchaser and/or the Title Company (as applicable) the following:
(i) a covenant deed in A Warranty Deed fully executed by Seller conveying to Purchaser the form of attached Exhibit B ("Deed") conveying the Real Property Subject Property, subject only to no exceptions other than the Permitted Title Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substance;
(ii) an affidavit Owner’s policy of titletitle insurance with extended coverage in the amount of the Purchase Price (the “Title Policy”), the form and substance of which shall be subject to the approval of issued by the Title Company sufficient pursuant to remove or modify as is customary all of the standard pre-printed exceptions which do not require a survey Title Commitment, subject only to delete or modifyPermitted Title Exceptions;
(iii) a ▇▇▇▇ Evidence reasonably satisfactory to Purchaser and the Title Company that the person or persons executing the Closing documents on behalf of sale, if applicable, conveying all of Seller's Seller have full right, title power and interest in and authority to the Personal Property and, to the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")do so;
(iv) a counterpart to a closing settlement statement approved Certificate of Non-Foreign Status executed by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement")Seller;
(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 amendedALTA Statement duly executed by Seller;
(vi) a termination Affidavit of the Management Agreement (in accordance with the terms thereof); and, to the extent the same remain in effect, terminations of all other Terminated ContractsTitle;
(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 A Closing to consummate the transaction contemplated by this AgreementStatement;
(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")All required Transfer Tax Declarations;
(ix) a certificate stating that Seller's representations and warranties set forth in Paragraph 6(a) of this Agreement, Such other instruments as modified by may be reasonably necessary to effect the Purchaser's Contradictory Knowledge (as defined in Paragraph 6(a), remain materially true, correct and complete in all material respects on and as conveyance of the Closing Date, Subject Property in accordance with this Contract.
12.2 Purchaser shall deliver or cause 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the The Purchase PricePrice adjusted as provided herein;
(ii) Evidence reasonably satisfactory to Seller that the ▇▇▇▇ person or persons executing the Closing documents on behalf of SalePurchaser have full right, if applicablepower and authority to do so;
(iii) a counterpart to the A signed Closing Statement;; and
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such Such other instruments as reasonably may be required by reasonably necessary to effect the Title Company and which are customarily delivered conveyance of the Subject Property in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under accordance with this AgreementContract.
Appears in 1 contract
Sources: Real Estate Sale Contract (Rubicon Technology, Inc.)
Closing Documents. At the closing Seller and Purchaser shall execute and deliver to each other the following documents:
(a) At Closing, an Assignment and Assumption of Assignment of the rights of 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 substanceA/R;
(iib) an affidavit certified copies of title, resolutions duly adopted by the form Directors of Seller and substance Purchaser authorizing the sale and purchase the A/R and the performance by Seller and Purchaser 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 modifytheir obligations hereunder;
(iiic) a an opinion of Seller's counsel, ▇▇▇▇▇▇▇▇▇ 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 ("▇. ▇▇▇▇ ▇, Esq. dated as of Sale");
the closing date, in form and substance satisfactory to Purchaser's counsel, stating such counsel's opinion that: (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of New York; (ii) Seller has full power and authority to enter into this agreement and perform its obligations hereunder; (iii) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder have been duly authorized by the Directors of Seller and no further action or approval is required in order to constitute this agreement as the binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) a counterpart to a closing settlement statement approved the execution and delivery of this agreement and the performance by Seller of its obligations hereunder do not and Purchaser reflecting will not violate any provision of the credits, prorations, Seller's governing instruments; and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement");
(v) an affidavit of Seller certifying that Seller except as may be set forth in this agreement, such counsel is not a "foreign person"representing Seller in any suit, as defined in action or proceeding against Seller which, if adversely determined, would prohibit the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended;
(vi) a termination consummation 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 transactions contemplated by this Agreement;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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xid) such other instruments and information in form and substance satisfactory to Purchaser's and Seller's attorneys as reasonably may be required by the Title Company necessary or proper to transfer to Purchaser good and which are customarily delivered marketable title to all ownership interests in the State A/R to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser transferred under this Agreement.
(b) At Closingagreement. Except as expressly provided herein, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of pay or perform any such instrument or document that would increase or expand Purchaser's obligations or liability liabilities of Seller including without limitation obligations or liabilities of Seller to Seller under its creditors or any legal, accounting, brokerage or finder's fees or any taxes or other expenses in connection with this Agreementagreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Closing Documents. Seller, Manager, Purchaser, or their respective Affiliates and/or the Tenant, as applicable, shall have delivered (or cause to be delivered) to one another, as appropriate, with respect to each Property:
(a) At ClosingA Special Warranty Deed, Seller shall execute and/or deliver duly executed by the Seller, conveying to Purchaser and/or the Title Company (as applicable) the following:
(i) a covenant deed in the form Applicable Property Transferee good and marketable title to such Property, free from all liens, encumbrances, security interests, options and adverse claims of attached Exhibit B ("Deed") conveying the Real Property any kind or character, subject to no exceptions other than the Permitted ExceptionsEncumbrances, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute mutually acceptable to Seller and in accurate substancePurchaser;
(iib) An Assignment and Assumption of Contracts (including any construction related contracts) in a form mutually acceptable to Seller and Purchaser, an affidavit Assignment of titleIntangible Property in a form mutually acceptable to Seller and Purchaser, each duly executed by the form Seller (or its Affiliate, as applicable), and substance of which shall be subject Applicable Property Transferee transferring and assigning to the approval of the Title Company sufficient to remove or modify as is customary Applicable Property Transferee 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 rightrights, title and interest in and to the Personal Property andof Seller (or its Affiliate, to the extent assignable, the Intangible Property as applicable) in the form of attached Exhibit C Assets ("▇▇▇▇ of Sale");
(ivother than any existing Household Replacements, any existing FF&E or any existing Inventories) a counterpart related to a closing settlement statement approved by Seller and Purchaser reflecting the creditssuch Property, 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); andtogether with, to the extent the same remain are in effectSeller’s or its Affiliate’s (or their agent’s) possession, terminations original (or copies certified by Seller as true and correct), fully executed copies of all other Terminated Contractsagreements constituting any of the same, and under which the Applicable Property Transferee will assume any obligations from and after the Closing Date;
(viic) such organizational A Warranty B▇▇▇ of Sale in a form mutually acceptable to Seller and authorizing documents Purchaser, duly executed by Seller, transferring to the Applicable Property Transferee all rights, title and interest of Seller in any existing Household Replacements associated with such Property, any FF&E associated with such Property and any existing Inventories located at such Property;
(d) The Master Agreement duly executed by Manager, Developer, Purchaser, Guarantor and Tenant;
(e) The Management Agreement for such Property duly executed by the Manager and the Tenant;
(f) The Lease for such Property duly executed by the Tenant and the Applicable Property Transferee in recordable form;
(g) The Owner Agreement for such Property duly executed by the Manager, Purchaser, the Applicable Property Transferee and the Tenant;
(h) The Pooling Agreement duly executed by the Manager, Purchaser, the Applicable Property Transferees and the Tenant.
(i) An original (or if not available, a copy) of the final certificate of occupancy for each Existing Facility;
(j) A certificate bringing forward the warranties contained herein to the Closing Date;
(k) [Omitted];
(l) Certified copies of applicable resolutions and certificates of incumbency with respect to Purchaser, Applicable Property Transferees, Seller, Manager, Tenant and such other Persons as each party may reasonably shall be require;
(m) A written commitment or written commitments for construction financing for all Future Facilities in form and content reasonably satisfactory to Purchaser;
(n) Development Agreements satisfactory to Purchaser with respect to each of the Future Facilities;
(o) A copy of the “As-Built” Drawings as to each Existing Facility (which copy is located at each Existing Facility, and the use of which is limited to assisting in the maintenance, repair and renovation of such Existing Facility);
(p) Copies of the Permits (certified by Seller as true and correct);
(q) Copies of the Contracts (certified by Seller as true and correct);
(r) The original (or if not available, copies) of any and all warranties and guarantees pertaining to the Improvements, specifically including the manufacturer’s roof membrane warranty issued with respect to the buildings comprising the Improvements;
(s) Seller’s affidavit executed as required by the Title Company to evidence Seller's authority to execute this Agreement and for the purpose of satisfying any documents to be request for the same in the applicable Title Commitments;
(t) A settlement statement;
(u) The Transition Period Sublease for such Property executed by Tenant and current license holder, if applicable pursuant to Section 4.6 below;
(v) Assignments of Purchase Contract by Purchaser to each of the Applicable Property Transferees as it relates to the applicable Property in a form mutually acceptable to Seller at Closing and Purchaser; and
(w) Such other documents, certificates and other instruments as may be reasonably required 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementhereby.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Sunrise Senior Living Inc)
Closing Documents. The obligations of the Agents hereunder shall be conditional upon the Agents receiving, and the Agents shall have the right on the Closing Date on behalf of the Subscribers to withdraw, all Subscription Agreements delivered and not previously withdrawn by Subscribers, unless the Agents receive, on the Closing Date:
(a) At Closing, Seller shall execute and/or deliver a legal opinion of the Corporation's counsel and opinions of local counsel as to Purchaser and/or matters governed by the Title Company (as applicable) the following:
(i) a covenant deed in the form laws of attached Exhibit B ("Deed") conveying the Real Property subject to no exceptions jurisdictions other than British Columbia, Alberta, Saskatchewan and Ontario addressed to the Permitted ExceptionsAgents, 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 satisfactory to the approval of Agents and Agents' counsel, acting reasonably, with respect to such matters as 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 Agents and interest in and Agents' counsel may reasonably request relating to the Personal Property andOffering, 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the followingincluding that:
(i) the balance Corporation:
(A) has been incorporated and is a validly subsisting corporation under the laws of the Purchase PriceProvince of British Columbia;
(B) has all requisite corporate power and capacity to carry on its business as now conducted by it and to own its properties and assets; and
(C) is qualified to carry on business under the laws of the provinces, states or other jurisdictions in which it carries on a material portion of its business;
(ii) the ▇▇▇▇ Corporation has full corporate power and authority to enter into this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture, the Broker Special Warrant Certificate and the Corporate Finance Special Warrant Certificate, and to perform its obligations set out herein and therein, and this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture, the Broker Special Warrant Certificate and the Corporate Finance Special Warrant Certificate have been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of Sale, if applicablethe Corporation enforceable against the Corporation in accordance with their terms subject to usual exceptions including laws relating to creditors' rights generally and except that rights to indemnity and contribution may be limited or unavailable by applicable law;
(iii) the execution and delivery of this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture, the Broker Special Warrant Certificate and the Corporate Finance Special Warrant Certificate, and the fulfillment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of this Agreement, the Subscription Agreements, the Special Warrant Indenture, the Warrant Indenture, the Broker Special Warrant Certificate and the Corporate Finance Special Warrant Certificate, by the Corporation or any of the transactions contemplated hereby or thereby does not and will not result in a counterpart breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under: (i) any applicable laws of the Province of British Columbia or the federal laws of Canada applicable therein; (ii) any term or provision of the constating documents of the Corporation or, of which counsel is aware, resolutions of the directors (or any committee thereof) or shareholders of the Corporation; (iii) any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound on the Closing StatementDate, of which such counsel is aware; or (iv) any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over the Corporation, of which counsel is aware;
(iv) such organizational the form and authorizing documents terms of Purchaser as shall be required the certificates representing the Special Warrants, the Warrants, the Underlying Broker Warrants and the Common Shares have been approved and adopted by the Title Company to evidence Purchaser's authority to execute this Agreement directors of the Corporation and any documents to be executed by Purchaser at Closing are in due and to consummate proper form under the transaction contemplated by this Agreementlaws governing the Corporation;
(v) the Assignment Offering Special Warrants have been duly and validly created and, when issued, will be fully paid and non-assessable warrants of Contractsthe Corporation in accordance with the provisions of the Special Warrant Indenture;
(vi) the Underlying Shares issuable upon the exercise or deemed exercise of the Special Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Special Warrant Indenture will be validly issued as fully paid and non-assessable Common Shares;
(vii) the Warrants have been duly and validly created and, when issued, will be fully paid and non-assessable Warrants in accordance with the provisions of the Warrant Indenture;
(viii) the Warrant Shares issuable upon the exercise of the Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Warrant Indenture will be validly issued as fully paid and non- assessable Common Shares;
(ix) the Broker Special Warrants have been duly and validly created and, when issued, will be fully paid and non-assessable warrants of the Corporation in accordance with the provisions of the Broker Special Warrant Certificate;
(x) the Underlying Broker Warrants have been duly and validly created and, when issued, will be fully paid and non-assessable Underlying Broker Warrants in accordance with the provisions of the Underlying Broker Warrant Certificate;
(xi) the Underlying Broker Shares issuable upon the exercise of the Underlying Broker Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Underlying Broker Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares;
(xii) the Corporate Finance Special Warrants have been duly and validly created and, when issued, will be fully paid and non-assessable warrants of the Corporation in accordance with the provisions of the Corporate Finance Special Warrant Certificate;
(xiii) the Corporate Finance Shares issuable upon the exercise of the Corporate Finance Special Warrants have been reserved and allotted for issuance and when issued in accordance with the provisions of the Corporate Finance Special Warrant Certificate will be validly issued as fully paid and non-assessable Common Shares;
(xiv) the issuance of the Offering Special Warrants by the Corporation to the Subscribers in accordance with the Subscription Agreements is exempt from the prospectus requirements of the Applicable Securities Laws and no prospectus will be required and no other document must be filed, proceeding taken or approval, permit, consent, authorization or authority obtained under such Applicable Securities Laws to permit such issuance of the Offering Special Warrants by the Corporation to the Subscribers, except for the filing by the Corporation with the applicable Securities Commissions of a report in Form 45- 106F1, as and within the time periods prescribed by NI 45-106, prepared and executed in accordance with Applicable Securities Laws, together with the requisite filing fees;
(xv) the issuance and delivery of the Underlying Shares and Warrants by the Corporation to Subscribers in the Qualifying Jurisdictions upon the exercise or deemed exercise of Offering Special Warrants, is exempt from the prospectus requirements of Applicable Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Applicable Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Underlying Shares and Warrants to Subscribers in the Qualifying Jurisdictions;
(xvi) the issuance and delivery of the Warrant Shares by the Corporation to Subscribers in the Qualifying Jurisdictions upon valid exercise of Warrants is exempt from the prospectus requirements of Applicable Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Applicable Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Warrant Shares to Subscribers in the Qualifying Jurisdictions;
(xvii) the issuance of the Broker Special Warrants by the Corporation to the holders thereof in accordance with the Broker Special Warrant Certificate is exempt from the prospectus requirements of the Applicable Securities Laws and no prospectus will be required and no other document must be filed, proceeding taken or approval, permit, consent, authorization or authority obtained under such Applicable Securities Laws to permit such issuance of the Broker Special Warrants by the Corporation to the holders thereof, except for the filing by the Corporation with the applicable Securities Commissions of a report in Form 45- 106F1, as and within the time periods prescribed by NI 45-106, prepared and executed in accordance with Applicable Securities Laws, together with the requisite filing fees;
(xviii) the issuance and delivery of the Underlying Broker Warrants by the Corporation to the holders of Broker Special Warrants in the Qualifying Jurisdictions upon the exercise or deemed exercise of the Broker Special Warrants, is exempt from the prospectus requirements of Applicable Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Applicable Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Underlying Broker Warrants to the holders of Broker Special Warrants in the Qualifying Jurisdictions;
(xix) the issuance and delivery of the Underlying Broker Shares by the Corporation to the holders of Underlying Broker Warrants in the Qualifying Jurisdictions upon the exercise of the Underlying Broker Warrants, is exempt from the prospectus requirements of Applicable Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Applicable Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Underlying Broker Shares to the holders of Underlying Broker Warrants in the Qualifying Jurisdictions;
(xx) the issuance of the Corporate Finance Warrants by the Corporation to the holders thereof in accordance with the Corporate Finance Special Warrant Certificate is exempt from the prospectus requirements of the Applicable Securities Laws and no prospectus will be required and no other document must be filed, proceeding taken or approval, permit, consent, authorization or authority obtained under such Applicable Securities Laws to permit such issuance of the Corporate Finance Special Warrants by the Corporation to the holders thereof, except for the filing by the Corporation with the applicable Securities Commissions of a report in Form 45-106F1, as and within the time periods prescribed by NI 45-106, prepared and executed in accordance with Applicable Securities Laws, together with the requisite filing fees;
(xxi) the issuance and delivery of the Corporate Finance Shares by the Corporation to the holders of Corporate Finance Special Warrants in the Qualifying Jurisdictions upon the exercise or deemed exercise of the Corporate Finance Special Warrants, is exempt from the prospectus requirements of Applicable Securities Laws of the Qualifying Jurisdictions and no prospectus is required nor are other documents required to be filed, proceeding taken or approval, consent or authorization obtained by the Corporation under Applicable Securities Laws of the Qualifying Jurisdictions to permit the issuance and delivery of the Corporate Finance Shares to the holders of Corporate Finance Special Warrants in the Qualifying Jurisdictions;
(xxii) the first trade of the Underlying Shares, the Warrants, the Warrant Shares, the Underlying Broker Warrants, the Underlying Broker Shares and the Corporate Finance Shares is exempt from the prospectus requirements of the Applicable Securities Laws, and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations of regulatory authorities required to be obtained under the Applicable Securities Laws in connection with the first trade by the Subscribers or the Agents, as applicable;
(xxiii) the Corporation is a reporting issuer, or its equivalent, in each of the provinces of Alberta, British Columbia and Ontario and it is not noted on the list of defaulting reporting issuers maintained by the regulatory authorities in the provinces of Alberta, British Columbia or Ontario;
(xxiv) TSX Trust Company, at its principal office located in Toronto, Ontario, has been appointed as the registrar and transfer agent for the Common Shares;
(xxv) TSX Trust Company, at its principal office located in Toronto, Ontario has been appointed as the Special Warrant Agent under the Special Warrant Indenture; and
(xxvi) TSX Trust Company, at its principal office located in Toronto, Ontario has been appointed as the Warrant Agent under the Warrant Indenture; and
(xxvii) as to the authorized and issued capital of the Corporation and all other legal matters, including compliance with Applicable Securities Laws, in any way connected with the issuance, sale and delivery of the Special Warrants as the Agents may reasonably request. It is understood that the Corporation's counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of the jurisdictions other than British Columbia, Saskatchewan, Alberta and Ontario and on certificates of officers of the Corporation as to relevant matters of fact;
(b) a certificate stating that Purchaserof the Corporation dated the Closing Date, addressed to the Agents and signed on the Corporation's behalf by its Chief Executive Officer and Chief Financial Officer or such other senior officers of the Corporation satisfactory to the Agents, acting reasonably, certifying that:
(i) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of this Agreement and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time;
(ii) the representations and warranties of the Corporation set forth in this AgreementAgreement and the Subscription Agreements are true and correct at the Closing Time, remain materially trueas if made at such time;
(iii) the Due Diligence Session Responses, subject to the qualifications and provisions contained therein, are true and correct and complete in all material respects on and as of at the Closing Date, as modified if made at such time;
(iv) no event of a nature referred to in Sections 11(a)(i), 11(a)(iii), 11(a)(iv), 11(a)(v) or 11(a)(vi) has occurred or to the knowledge of such officers is pending, contemplated or threatened excluding with respect to Sections 11(a)(v) and 11(a)(vi) any obligation to make a determination as to the Agents' opinion;
(v) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of any Securities has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any contradictory information of which Seller may have acquired actual knowledge in the interimsecurities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the level knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened;
(vi) the Corporation has made and/or obtained, at or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company execution and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability this Agreement and the Subscription Agreements, the offering and sale of the Offering Special Warrants and the consummation of the other transactions contemplated hereby (subject to Seller under this Agreement.completion of filings with certain regulatory authorities following the Closing Date and other than in respect of the filing of the Pr
Appears in 1 contract
Sources: Agency Agreement
Closing Documents. The obligations of the Underwriters hereunder to purchase the Purchased Securities at the Closing Time shall be conditional upon: the Trust, POT and the Administrator having performed in all material respects, at the Closing Time, all of their obligations hereunder theretofore to be performed; there not having occurred any event or circumstance which, with the passage of time or notice or both, would entitle the Underwriters to terminate this agreement pursuant to Section 13(a); and the Underwriters receiving at the Closing Time:
(a) At Closingfavourable legal opinions of the Trust's counsel and the Underwriters' counsel addressed to the Underwriters, Seller shall execute and/or deliver in form and substance reasonably satisfactory to Purchaser and/or the Title Company (Underwriters, with respect to such matters as applicable) the followingUnderwriters may reasonably request relating to the offering of the Offered Securities, the Trust, POT, the Administrator and the transactions contemplated hereby, including, without limitation, that:
(i) each of PET and POT is validly existing as a covenant deed in trust under the form laws 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 substanceAlberta;
(ii) an affidavit the Administrator is a valid and subsisting corporation under the laws 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 modifyAlberta;
(iii) a ▇▇▇▇ of salePET, if applicablethrough the Trustee and the Administrator, conveying all of Seller's righthas the power, title authority and interest in capacity to issue the Offered Securities and to the Personal Property and, execute and deliver this agreement and to the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")carry out its obligations hereunder;
(iv) a counterpart POT, through the Administrator in its capacity as the trustee of POT, has the power, authority and capacity to a closing settlement statement approved by Seller execute and Purchaser reflecting the credits, prorations, deliver this agreement and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement")to carry out its obligations hereunder;
(v) an affidavit the Administrator has the required power, authority and capacity to execute and deliver this agreement, both in its own capacity and for and on behalf of Seller certifying that Seller is not a "foreign person", as defined in the Federal Foreign Investment in Real Property Tax Act each of 1980PET and POT, and the 1984 Tax Reform Act, as amendedto carry out its and their respective obligations hereunder;
(vi) a termination the Trust is the registered holder of all the issued and outstanding shares of the Management Agreement (in accordance with the terms thereof); andAdministrator, to the extent the same remain in effect, terminations all of all other Terminated Contractswhich have been duly authorized;
(vii) such organizational each of the Trust, POT and authorizing documents the Administrator has all necessary trust or corporate power and authority to enter into this agreement, the Subscription Receipt Agreement and the Indenture and to perform its obligations set out herein, and each of Seller as reasonably shall be required this agreement, the Subscription Receipt Agreement and the Indenture has been duly authorized, executed and delivered by the Title Company Trust, POT and the Administrator, respectively, and constitutes a legal, valid and binding obligation of each of the Trust, POT and the Administrator, enforceable against the Trust, POT and the Administrator, in accordance with its terms subject to evidence Seller's authority qualifications as to execute the validity, binding effect and enforceability of this Agreement and any documents to be executed by Seller at Closing to consummate the agreement as are customary for a transaction contemplated by of this Agreementnature;
(viii) the execution and delivery of this agreement, the Subscription Receipt Agreement and the Indenture and the fulfilment of the terms hereof and thereof by each of the Trust, POT and the Administrator, and the performance of and compliance with the terms of each of this agreement, the Subscription Receipt Agreement and the Indenture by the Trust, POT and the Administrator, does not and will not result in a breach of, or constitute a default under, and does not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any applicable laws of the Province of Alberta or any term or provision of the Trust Indenture, the POT Indenture, the articles, by-laws or resolutions of the directors, shareholders, Unitholders or unitholders of the Trust, POT or the Administrator, as applicable, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the extent that any Contracts remain in effectTrust, an assignment POT or the Administrator is a party or by which it is bound, of all which such counsel is aware including, without limitation, the POT Royalty Agreement, the agreements governing the Credit Facilities and the Material Agreements, which breach or default might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of Seller's rights and interests in the Contracts Trust, POT or the Administrator (other than Terminated Contracts) to Purchaser in the form of attached Exhibit E ("Assignment of Contracts"taken as a whole);
(ix) a the forms of the definitive certificate stating that Seller's representations representing the Subscription Receipts, the Debentures and warranties set forth in Paragraph 6(a) of this Agreement, as modified the Trust Units has been approved and adopted by the Purchaser's Contradictory Knowledge Trust and complies with all legal requirements (as defined in Paragraph 6(a), remain materially true, correct and complete in including all material respects on and as applicable requirements of the Closing Date, to the level of the standard of knowledge applicable thereto when initially madeTSX) relating thereto;
(x) all original filesthe Purchased Securities have been duly and validly created, licensesallotted and issued as fully paid and non-assessable Subscription Receipts and Debentures, permitsrespectively, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining the Trust;
(xi) the Trust Units issuable pursuant to the PropertyOffered Receipts and the Trust Units issuable upon conversion, redemption or maturity of the Offered Debentures will, upon issuance in accordance with the terms of the Subscription Receipt Agreement, the Indenture and the Trust Indenture, as applicable, be issued as fully paid and non-assessable Trust Units;
(xii) the attributes of the Offered Securities and the Trust Units conform in all material respects with the description thereof contained in the Prospectuses;
(xiii) subject to the assumptions and qualifications stated in the Prospectus, the Offered Receipts, the Offered Debentures, the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon the conversion, redemption or maturity of the Offered Debentures are qualified investments under the Tax Act and the regulations thereunder for trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and deferred profit sharing plans, and do not constitute foreign property for those plans;
(xiv) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of which shall each of the Qualifying Provinces in order to qualify the Offered Securities for distribution and sale to the public in each of such Qualifying Provinces by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of such Applicable Securities Laws;
(xv) the Trust is a "reporting issuer" not in default of any requirement of the Securities Act (Alberta) and the regulations thereunder and has a similar status under the Applicable Securities Laws of each of the other Qualifying Provinces;
(xvi) the Trust has the necessary power and authority to execute and deliver the Prospectuses and all necessary action has been taken by each of the Trust and the Administrator to authorize the execution and delivery by the Trust of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws;
(xvii) subject to the qualifications and assumptions set out therein, the statements in the Prospectus under the heading "Certain Canadian Federal Income Tax Considerations" constitute a fair summary of the principal Canadian federal income tax consequences arising under the Tax Act to persons resident in Canada who hold Purchased Securities as capital property and who deal at arm's length with the Trust, POT and the Administrator;
(xviii) all laws of the Province of Québec relating to the use of the French language have been complied with in connection with the sale of the Purchased Securities to purchasers in the Province of Québec;
(xix) the Offered Receipts, the Offered Debentures, the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon conversion, redemption or maturity of the Offered Debentures are conditionally listed and, upon notification to the TSX of the issuance and sale thereof and fulfillment of the conditions set out in the TSX letter relating to such listing, will be delivered to Purchaser within one posted for trading on the TSX;
(1xx) business day after confirmation of the Closing Dateauthorized and issued capital of the Trust; and
(xixxi) such Computershare Trust Company of Canada, at its principal offices in Calgary and Toronto has been duly appointed the Escrow Agent, the trustee under the Indenture and the transfer agent and registrar for the Trust Units, the Subscription Receipts and the Debentures; and as to all other instruments legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of the Purchased Securities and the first trade of the Trust Units issuable pursuant to the Offered Receipts or upon the conversion, redemption or maturity of the Offered Debentures, as the Underwriters may reasonably request. It is understood that the respective counsel may be required rely on the opinions of local counsel acceptable to them as to matters governed by the Title Company laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Trust, POT, the Administrator, the transfer agent and each of the Trust's auditors and any other auditors (including PricewaterhouseCoopers LLP) which are customarily delivered have audited any of the financial statements included or incorporated by reference in the State Prospectuses as to effectuate relevant matters of fact. It is further understood that the within transaction; provided that Seller shall not be obligated Underwriters' counsel may rely on the opinion of the Trust's counsel as to cause matters which specifically relate to the delivery Trust, POT and the Administrator, including the issuance of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.the Offered Securities;
(b) At Closingif any of the Offered Securities are sold in the United States, Purchaser shall execute and/or deliver a favourable legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP or other recognized counsel acceptable to Seller and/or the Title Company Underwriters, acting reasonably, in form and substance reasonably satisfactory to the Underwriters, with respect to such matters of United States law as the Underwriters may reasonably request relating to the offering of the Offered Securities, the Trust, POT, the Administrator and the transactions contemplated hereby;
(as applicablec) a certificate of each of the followingTrust, POT and the Administrator dated the Closing Date, addressed to the Underwriters and signed on behalf of the Trust, POT and the Administrator by the Chief Executive Officer and Chief Operating Officer of the Administrator or such other officers or directors of the Administrator satisfactory to the Underwriters, acting reasonably, certifying that:
(i) the balance each of the Purchase PriceTrust, POT and the Administrator has complied with and satisfied in all material respects all terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Closing Time;
(ii) except for changes contemplated by this agreement, the representations and warranties of the Trust, POT and the Administrator set forth in this agreement are true and correct in all material respects at the Closing Time, as if made at such time; and
(iii) no event of a nature referred to in Subsection 13(a)(i), (ii), (vii) or (viii) has occurred or to the knowledge of such officer is pending, contemplated or threatened; and the Underwriters shall have no knowledge to the contrary;
(d) a comfort letter of each of the Trust's auditors and any other auditors (including PricewaterhouseCoopers LLP) which have audited any of the financial statements included or incorporated by reference in the Prospectuses, addressed to the Underwriters and dated the Closing Date, as applicable, satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the comfort letters referred to in paragraph 5(c) up to the Closing Time, which comfort letters shall be not more than two Business Days prior to the Closing Date;
(e) evidence satisfactory to the Underwriters that the Offered Receipts, the Offered Debentures, the Trust Units issuable pursuant to the Offered Receipts and the Trust Units issuable upon conversion, redemption or maturity of the Offered Debentures have been conditionally listed on the TSX not later than the close of business on the last Business Day preceding the Closing Date, and shall be posted for trading as at the opening of business on the Closing Date or first trading date after notice of such issuance, as applicable;
(f) an agreement of ▇▇. ▇.▇. ▇▇▇▇▇▇▇, satisfactory in form and substance to the Underwriters, not to, and to cause any company or other entity over which he exercises effective control not to, directly or indirectly, sell or offer to sell more than 400,000 Trust Units, lend, transfer or dispose of any securities exchangeable, convertible or exercisable into more than 400,000 Trust Units or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of more than 400,000 Trust Units, whether any such transaction is settled by delivery of Trust Units or other such securities, in cash or otherwise, or announce any intention to do any of the foregoing, at any time within 90 days following the Closing Time, without the consent of BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and CIBC World Markets Inc. on behalf of Salethe Underwriters, such consent not to be unreasonably withheld;
(g) evidence satisfactory to the Underwriters, acting reasonably, that the Special Interest, if any, will be paid on the Trust Units issuable pursuant to the Offered Receipts and the Option Receipts, if applicable;
(iiih) a counterpart evidence satisfactory to the Closing Statement;
Underwriters, acting reasonably, that the Northeast Alberta Acquisition Agreement has been executed and delivered by both parties thereto and that such agreement has not been terminated and that no event has occurred or condition exists which will prevent the Northeast Alberta Acquisition from being completed prior to 5:00 p.m. (ivCalgary time) such organizational on June 30, 2005 substantially and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge contemplated in the interim, to the level of the standard of knowledge applicable thereto when initially madeNortheast Alberta Acquisition Agreement; and
(viii) such other instruments certificates and documents as reasonably the Underwriters may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequest, acting reasonably.
Appears in 1 contract
Closing Documents. (a) At ClosingSeller and Buyer shall have respectively delivered the following documents, Seller shall execute and/or deliver instruments and certificates to Purchaser and/or Buyer or Seller, as the Title Company (as applicable) the followingcase may be:
(i) a covenant deed With respect to each of the Closing Dates, certificates, dated as of each such Closing Date, signed by an authorized representative of Seller and Buyer, as applicable, as to the accuracy of such party’s representations and warranties as of the date of this Agreement and as of such Closing Date in accordance with this Agreement, and as to such party’s compliance with and performance of its covenants and obligations to be performed or complied with on or before the form Closing Date in accordance with this Agreement; provided, however, the certificate of attached Exhibit B Seller confirming the truth and accuracy of its representations and warranties ("Deed"A) conveying shall restate such representation and warranties in Section 3(f) but only as to the Real Property last sentence thereof, Section 3(q), Section 3(u), and Section 3(v) hereof as of NYCDMS/447815.10 such Closing Date with respect to the Rights and their related Funds and Fund Documents subject to no such Closing Date (but without any “knowledge” qualifiers) and specifically identifying in reasonable detail, to the extent practicable, any exceptions other than to such representations and warranties as made on the Permitted Exceptionsdate hereof, together which exceptions must be acceptable to the Buyer in its sole discretion, (B) shall restate Section 3(j) as set forth on Schedule B hereto based on information obtained by Seller from the Managers after the date hereof and prior to such Closing Date and (C) shall make the representations as set forth on Schedule C hereto with a Real Estate Transfer Tax Valuation Affidavit in respect to the form prescribed by statute and in accurate substance;Rights that are the subject of such Closing Date.
(ii) an affidavit of title, the form and substance of which shall be subject With respect to the approval First Closing Date, organizational documents and authorizing resolutions of Seller and Buyer, as applicable, certified as true and correct by an authorized representative of such party, which demonstrate to the reasonable satisfaction of the Title Company sufficient Seller and Buyer, as applicable, that both (A) Seller and Buyer, as applicable, and (B) the persons signing this Agreement on behalf of Seller and Buyer, as applicable, are authorized to remove or modify as is customary all of take the standard pre-printed exceptions which do not require a survey actions described herein and otherwise required to delete or modify;be done at both Closing Dates.
(iii) a ▇▇▇▇ of sale, if applicable, conveying all of Seller's right, title and interest in and With respect 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 each of the Closing DateDates, to Certificate of Good Standing of Seller and Buyer, as applicable, from the level Secretary of State of the standard respective state of knowledge applicable thereto when initially made;
such party’s business entity formation dated as of a date not more than thirty (x30) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining days prior to the Property, all of which shall be delivered to Purchaser within one (1) business day after the such Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Closing Documents. The obligations of the Underwriter hereunder to purchase the Units at the Closing Time shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time, all of its obligations hereunder theretofore to be performed and the Underwriter receiving at the Closing Time:
(a) At Closingfavourable legal opinions of the Corporation's counsel addressed to the Underwriter, Seller shall execute and/or deliver in form and substance reasonably satisfactory to Purchaser and/or the Title Company (Underwriter, with respect to such matters as applicable) the followingUnderwriter may reasonably request relating to the Corporation, the offering of the Units and the transactions contemplated hereby, including, without limitation, that:
(i) a covenant deed the Corporation has been duly incorporated, amalgamated or continued and is validly subsisting and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets as described in the form Prospectuses and is qualified to carry on business under the laws of attached Exhibit B ("Deed") conveying each of the Real Property subject to no exceptions other than the Permitted Exceptions, together with jurisdictions in which it carries on a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substancematerial portion of its business;
(ii) an affidavit the Corporation has full corporate power and authority to enter into this Agreement and the Warrant Indenture and to perform its obligations set out herein and therein, and this Agreement and the Warrant Indenture have been duly authorized, executed and delivered by the Corporation, and each of titlethis Agreement and the Warrant Indenture constitutes a legal, valid and binding obligation of the form Corporation, enforceable against the Corporation in accordance with its respective terms, except that the validity, binding effect and substance enforceability of which shall be the terms of agreements and documents are 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 modifyqualifications and assumptions;
(iii) the execution and delivery of this Agreement, the Warrant Indenture and the Compensation Option Certificates, and the fulfillment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of the Warrant Indenture and the Compensation Option Certificates by the Corporation does not and will not result in a ▇▇▇▇ breach of, or constitute a default under, and does not create a state of salefacts which results in a breach of or constitute a default under: (a) any applicable laws of the Province of British Columbia or the federal laws of Canada applicable therein; (b) any term or provision of the articles, if by-laws or other constating documents, as applicable, conveying all of Seller's rightthe Corporation; (c) of which counsel is aware, title and interest in and any resolutions of the shareholders or directors (or any committee thereof) of the Corporation; (d) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Personal Property andCorporation is a party or by which it is bound; or (e) of which counsel is aware, to any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")Corporation or its properties or assets;
(iv) the Corporation is a counterpart to a closing settlement statement approved by Seller and Purchaser reflecting reporting issuer in each of the credits, prorationsProvinces of Canada other than Quebec, and adjustments contemplated by or specifically provided for is not included in this Agreement (a list of defaulting reporting issuers maintained pursuant to Canadian Securities Laws, and is eligible to participate in NI 44-101 in each of the "Closing Statement")Qualifying Jurisdictions;
(v) an affidavit the Offering has been duly authorized by all necessary corporate action on the part 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 amendedCorporation;
(vi) a termination the Unit Shares have been issued as fully paid and non-assessable Common Shares of the Management Agreement Corporation;
(vii) the Warrant Shares issuable upon exercise of the Warrants, the Compensation Option Shares issuable upon exercise of the Compensation Options and the Compensation Option Warrant Shares issuable upon exercise of the Compensation Option Warrants have been reserved and allotted for issuance and when issued in accordance with the terms thereof); andof the Warrant Indenture and the Compensation Option Certificates, to the extent the same remain in effectas applicable, terminations of all other Terminated Contracts;
(vii) such organizational will be validly issued as fully paid 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 Agreementnon-assessable shares;
(viii) to the extent that any Contracts remain attributes of the ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ Shares and Compensation Options conform in effect, an assignment of all of Seller's rights and interests material respects with the description thereof contained in the Contracts (other than Terminated Contracts) to Purchaser in the form of attached Exhibit E ("Assignment of Contracts")Prospectuses;
(ix) the Unit Shares and Warrants are eligible investments as described under the heading "Eligibility for Investment" in the Prospectuses;
(x) the statements in the Prospectuses under the heading "Eligibility for Investment" constitute a fair summary of the qualification of the Unit Shares and Warrants as investments for certain deferred plans referred to therein;
(xi) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Canadian Securities Laws of each of the Qualifying Jurisdictions in order to qualify the Units and Compensation Options for distribution and sale to the public in each of such Qualifying Jurisdiction by or through investment dealers and brokers duly registered under the Canadian Securities Laws who have complied with the relevant provisions of such Canadian Securities Laws;
(xii) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Jurisdictions in accordance with Canadian Securities Laws;
(xiii) the Unit Shares, Warrant Shares, Compensation Option Shares and Compensation Option Warrant Shares are conditionally approved for listing and, upon notification to the Exchange of the issuance and sale thereof and fulfillment of the conditions of the Exchange, and in the case of the Warrant Shares, Compensation Option Shares, and Compensation Option Warrant Shares, once issued, will be listed and posted for trading on the Exchange;
(xiv) TSX Trust Company, at its offices in Vancouver, has been duly appointed the transfer agent and registrar for the Common Shares, and has been duly appointed as warrant agent under the Warrant Indenture;
(xv) the form and terms of the certificates representing the Common Shares, Warrants, and Compensation Options have been duly approved and adopted by the board of directors of the Corporation and the certificates representing the Common Shares comply with all legal requirements (including the requirements of the Exchange) relating thereto; and
(xvi) the authorized and issued capital of the Corporation; It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of British Columbia, Alberta, Ontario, Québec or Canada, and on certificates of Governmental Authorities, officers of the Corporation, the transfer agent and the Corporation's Auditors, and letters from TSX-V representatives as to relevant matters of fact;
(b) a certificate stating that Seller's of the Corporation dated the Closing Date, addressed to the Underwriter and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Underwriter, acting reasonably, certifying, on behalf of the Corporation and without personal liability, that:
(i) the Corporation has complied with and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;
(ii) the representations and warranties of the Corporation set forth in Paragraph 6(athis Agreement are true and correct at the Closing Time as if made at such time (and, with respect to the representations and warranties contemplated by subsection 7(a) of this Agreement, as modified by if the Purchaser's Contradictory Knowledge (as defined in Paragraph 6(a), remain materially true, correct Prospectus and complete in all material respects on and as of the Supplemented Prospectus were delivered to the Underwriter at 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicableTime;
(iii) no event of a counterpart nature referred to in subsections 4(a), 4(b), 11(a)(i), 11(a)(ii), 11(a)(iii) or 11(a)(iv) of this Agreement has occurred or to the Closing Statementknowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to the Underwriter's opinion); and and each such statement shall be true and the Underwriter shall have no knowledge to the contrary;
(ivc) such organizational and authorizing documents of Purchaser as shall be required by certificates representing the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this AgreementCompensation Options;
(v) the Assignment of Contracts;
(vid) a certificate stating that Purchasercomfort letter of the Corporation's representations Auditors addressed to the Underwriter and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of dated the Closing Date, as modified by any contradictory satisfactory in form and substance to the Underwriter, acting reasonably, bringing the information of which Seller may have acquired actual knowledge contained in the interim, comfort letters referred to in subsection 4(c) hereof up to the level Closing Time, which comfort letter shall be not more than two Business Days prior to the Closing Date;
(e) subject only to the Standard Listing Conditions, the Unit Shares, the Warrant Shares, Compensation Option Shares and Compensation Option Warrant Shares have been conditionally accepted for listing on the TSX-V and upon notice to the TSX-V of the standard issuance thereof and the fulfillment of knowledge applicable thereto when initially madethe Standard Listing Conditions, the Unit Shares, the Warrant Shares, Compensation Option Shares and Compensation Option Warrant Shares will be listed and posted for trading on the TSX-V;
(f) evidence satisfactory to the Underwriter that the Corporation has received all necessary approvals and has taken all necessary steps in order to close the U.S. IPO concurrently with the Offering;
(g) evidence satisfactory to the Underwriter that no trading restrictions shall apply to the Unit Shares, Warrants or Warrant Shares for any reason, including as a result of the Offering or the U.S. IPO;
(h) evidence satisfactory to the Underwriter that the Corporation has obtained all other necessary third party approvals for the issuance and listing of the Units; and
(viii) such other instruments certificates and documents as reasonably the Underwriter may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequest, acting reasonably.
Appears in 1 contract
Closing Documents. (ai) Seller. At Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) the following:
(ia) a covenant deed in the form of attached Exhibit B ("Special" Warranty Deed") conveying the Real Property , subject only 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 substanceform acceptable to the Title Insurer, conveying title to Purchaser;
(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;
(iiib) a "special" or "limited" warranty ▇▇▇▇ of sale, if applicable, conveying all sale sufficient to transfer to Purchaser title to the tangible personal property and expressly disclaiming any warranties other than as to title as aforesaid;
(c) a letter advising tenants under the Leases of the change in ownership of the Property;
(d) an assignment of Seller's right, title interest under the Leases 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")Service Contracts;
(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");
(ve) an affidavit stating, under penalty of Seller certifying perjury, Seller's U.S. taxpayer identification number and that Seller is not a "foreign person", as defined in person within the Federal Foreign Investment in Real Property Tax Act meaning of 1980, and Section 1445 of the 1984 Tax Reform Act, as amended;Internal Revenue Code; and
(vif) 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 closing statement to be executed by Seller at Closing and Purchaser, setting forth the prorations and adjustments to consummate the transaction contemplated Purchase Price as required by this Agreement;Section 4(C) below.
(viiiii) Purchaser. Purchaser shall deliver or cause to be delivered to Seller at Closing:
(a) the funds required pursuant to Section 2(B) above; and
(b) an assumption agreement whereby Purchaser (i) assumes all liabilities and agrees to perform all obligations of Seller under the Leases and Service Contracts after Closing, and (ii) indemnifies Seller and Seller's affiliates from and against any and all claims, debts, liabilities and the like relating to the extent that any Leases and Service 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");after Closing.
(ixiii) a certificate stating that Seller's representations and warranties set forth in Paragraph 6(a) of this Agreement, as modified by Within the Purchaser's Contradictory Knowledge Review Period (as defined in Paragraph 6(aSection 8 below), remain materially trueSeller and Purchaser shall agree upon the form of all closing documents. If Seller and Purchaser do not or cannot agree upon the form of all such closing documents within the Review Period, correct and complete in then either party may terminate this Agreement by notice received by the other party within five (5) days after the expiration of the Review Period. If neither Seller nor Purchaser terminates this Agreement as aforesaid, then Purchaser's or Seller's failure to so terminate within said 5-day period shall constitute its acceptance of the form of all material respects on and as of closing documents then most recently proposed by Seller.
(iv) On the Closing Date, the keys to the level of Property, the standard of knowledge applicable thereto when initially made;
files and records relating to the Property (x) all original filesother than Seller's internal analysis, licensesforecasts and memoranda), permits, certificates of occupancy, keys, access codes and agreements the documents in Seller's possession pertaining which comprise the Leases and Service Contracts, shall be made available to Purchaser at the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Real Estate Sale Agreement (First Capital Income & Growth Fund Series Xii)
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 Subject to the approval satisfaction or waiver 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 conditions 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 AgreementARTICLE 3 and ARTICLE 4, as modified by at 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance Company shall deliver to the Investors all of the Purchase Price;following documents: (a) certified copies of the resolutions duly adopted by the Board authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is a party and the transactions contemplated hereby and thereby, including without limitation, the adoption and filing of the Certificate of Incorporation, the amendment to the Equity Incentive Plan, the declaration of the Dividend and the approval of the Investment Transaction and the Repurchase Transaction; and (b) certified copies of the Certificate of Incorporation and the Bylaws of the Company, both of which shall be in full force and effect under the laws of the State of Delaware as of the Closing and shall not have been amended or modified.
(ii) the ▇▇▇▇ Company, the Selling Stockholders, the Investors and all Persons listed on the signature pages attached thereto shall enter into: (a) an Amended and Restated Voting Agreement in the form of Sale, if applicable;Exhibit B attached hereto (the “Voting Agreement”); (b) an Amended and Restated Investor Rights in the form of Exhibit C attached hereto (the “Investors Rights Agreement”); and (c) an Amended and Restated Right of First Refusal Agreement in the form of Exhibit D attached hereto (the “ROFR Agreement”).
(iii) the Company shall enter into a counterpart to Management Rights Agreements with the Closing Statement;Investors in the forms of Exhibit E and Exhibit F attached hereto (the “Management Rights Agreements”).
(iv) such organizational the Company and authorizing documents of Purchaser as shall be required the Directors nominated by the Title Company to evidence Purchaser's authority to execute this Investors (as defined in the Voting Agreement) shall enter into a Director Indemnification Agreement and any documents to be executed by Purchaser at Closing and to consummate in the transaction contemplated by this form of Exhibit G attached hereto (the “Director Indemnification Agreement;”).
(v) each of the Assignment Selling Stockholders shall execute and deliver a Non-Competition Agreement in the form of Contracts;Exhibit H attached hereto (the “Non-Competition Agreement”).
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as each of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge Selling Stockholders shall execute and deliver a No-Hire and Non-Solicitation Agreement in the interim, to form of Exhibit I attached hereto (the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company “No-Hire and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Non-Solicitation Agreement”).
Appears in 1 contract
Sources: Recapitalization Agreement (Barracuda Networks Inc)
Closing Documents. (a) a. At the Closing, in addition to any other documents specifically required to be delivered or acts required to be done pursuant to this Agreement, the Seller shall execute and/or deliver or cause to Purchaser and/or be delivered to the Title Company (as applicable) Buyer, in form and content reasonably acceptable to the followingSeller and Buyer, the following documents in duly executed form:
(i) a covenant deed in the form of attached Exhibit B ("i. Warranty 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 .
ii. A construction lien 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, prorationspossession affidavit, 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"gap affidavit, as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, well 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 duly executed counterparts of all other Terminated Contracts;
(vii) such organizational and authorizing documents of Seller as documents, instruments or affidavits reasonably shall be required by the Title Company to evidence Seller's authority to execute this Agreement and any documents terms of the title commitment to be executed by the Seller at Closing to consummate the transaction contemplated by this Agreement;
(viii) or delivered to the extent that any Contracts remain in effect, an assignment of all of Title Company. Hi. Closing statement.
iv. Such other instruments as the Buyer and/or Title Company may reasonably require to confirm the Seller's rights authority for the execution and interests delivery of this Agreement and the consummation of the transactions contemplated hereby.
v. Assignment instrument for any and all reports, studies, analyses, opinions, plans or specifications about the Property, including but not limited to, engineering reports, permitting information, conceptual layout or designs, as-built plan, blueprints, surveys, geotechnical surveys, drawings, marketing studies, soil reports, wetland delineations, environmental reports, utilities information, zoning and land use information, or any other information or reports about the Property and/or the development requirements of the Property together with all warranties and guarantees from landscapers, builders and developers, and all personal property warranties relating to fixtures and appliances on the Property.
b. At the Closing, in the Contracts (addition to any other than Terminated Contracts) documents specifically required 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 be delivered or acts required to be done pursuant to 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, Buyer shall deliver or cause 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as Seller, in form and content reasonably may be required by acceptable to the Title Company Seller and which are customarily delivered Buyer, the following documents in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the followingduly executed form:
(i) the balance i. Executed counterparts of the Purchase Price;
(closing statement. ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart . The cash to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.close..
Appears in 1 contract
Sources: Sale and Purchase Agreement
Closing Documents. (a) At ClosingOn or before the Closing Date, Seller Purchaser shall execute and/or deliver to Purchaser and/or Escrow Agent 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 balance of the Title Company sufficient to remove Purchase Price plus or modify as is customary all of minus prorations, in accordance with 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 closing statement prepared by Escrow Agent 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At ClosingOn the Closing Date, Purchaser Seller shall execute and/or deliver to Purchaser possession of the Property; all keys used in connection with the Property; original Leases in Seller’s possession or control (and copies of each Lease for which an original is not delivered), copies of the Tenants Lease files (which will be available at the Property); originals of the Service Contracts to the extent retained by and assigned to Purchaser in accordance with this Agreement (and copies of each Service Contract for which an original was not retained by Purchaser), licenses, occupancy agreements, lease commission agreements, permits, and other agreements executed by Seller and/or affecting the Title Company Property; and originals of all Licenses in Seller’s possession or control (and copies of each License for which an original is not delivered).
(c) On or before the Pre-Closing Date, Seller and Purchaser (where applicable) shall deliver to Escrow Agent or the other party, as applicable) , executed originals of the following:
(i) the balance Deed (in the form of Exhibit F attached hereto) executed by Seller subject only to the Purchase PricePermitted Exceptions and those Unpermitted Exceptions waived by Purchaser, if any;
(ii) the ▇▇▇▇ of Sale, if applicableSale (in the form of Exhibit G attached hereto) which shall be executed by Seller and Purchaser;
(iii) a counterpart to closing statement prepared by the Closing StatementEscrow Agent (the closing statement can be sent by facsimile and no original is required) and executed by Seller and Purchaser;
(iv) such organizational an assignment and authorizing documents assumption of all Service Contracts to be assigned to Purchaser as shall be required by the Title Company pursuant to evidence Purchaser's authority to execute this Agreement and any documents to (in the form of Exhibit H attached hereto) which shall be executed by Purchaser at Closing Seller and to consummate the transaction contemplated by this AgreementPurchaser;
(v) an assignment and assumption of all Leases and security deposits (in the Assignment form of ContractsExhibit I attached hereto) which shall be executed by Seller and Purchaser;
(vi) an updated rent roll, dated no earlier than three (3) business days prior to Closing, certified by Seller as true and accurate in all material respects as of the date and time thereof;
(vii) a certificate stating notice to the tenants of the transfer of title and the assumption by Purchaser of the landlord’s obligations under the Leases and the obligation to refund the security deposits (in the form of Exhibit J attached hereto), which shall be executed by Seller and Purchaser;
(viii) a non-foreign affidavit (in the form of Exhibit K attached hereto), executed by Seller;
(ix) an assignment of Intangibles (in the form of Exhibit L attached hereto), which shall be executed by Seller and Purchaser;
(x) a Lead-Based Paint Disclosure (in the form of Exhibit L-1 attached hereto), which shall be executed by Seller and Purchaser;
(xi) an assignment of all additional assignable warranties or guaranties in connection with the Property and all assignable governmental permits, licenses, certificates and approvals covering the buildings and the Personal Property situated on the Property, but excluding any warranties and/or guaranties from the general contractor affiliate of Seller (in the form of Exhibit M attached hereto), which shall be executed by Seller and Purchaser;
(xii) the Prohibition Against Condominium Conversion Agreement in the form of Exhibit S, which shall be executed by Seller and Purchaser;
(xiii) evidence of the termination of the property management agreement;
(xiv) evidence satisfactory to Purchaser, in its commercially reasonable judgment, that any leases to employees who will not be retained by Purchaser or Purchaser's representations ’s management company have been amended to contain current “market” terms that are consistent in all material respects with the terms of new resident Leases;
(xv) originals of the following if they are in Seller’s possession or control (or copies to the extent originals are not in Seller’s possession or control): Licenses, leasing commission agreements, permits, plans, warranties, and warranties Service Contracts being assigned hereunder;
(xvi) any Retail Tenant Estoppel Certificates as may be required under Section 18(c)(xiv) hereof.
(xvii) such other documents executed by Seller and/or Purchaser as may be reasonably required by the Title Insurer, including a Gap Indemnity from Seller, in form reasonably acceptable to Seller and Purchaser, in order to consummate the transaction as set forth in this Agreement.
(d) At the Closing on the Closing Date, remain materially truethe Escrow Agent shall deliver the Purchase Price to the Seller in accordance with the closing statement and closing instructions of the Purchaser that are not inconsistent with the terms of this Agreement; provided, correct however, that in no event shall any closing instructions or funding by any lender include any condition which requires that any documents be recorded as a pre-condition to funding. The Closing will be deemed to have occurred with respect to Purchaser or Seller (as applicable) if such party has: (i) complied with all of its obligations in connection with the Closing; (ii) provided Escrow Agent with authorization to record the necessary documents; (iii) as to Purchaser, fund the transaction at or before 5:00 p.m. Central Time on the Closing Date, and complete in all material respects on and (iv) as to Seller, received the balance of the Purchase Price, as adjusted pursuant to this Agreement.
(e) If as of the Closing Date (i) Seller shall have complied with all of its obligations in connection with the Closing, and (ii) the Title Insurance Company is irrevocably committed to issue the Owner’s Title Policy subject only to the receipt of sufficient funds to close or authorization to disburse, then if the transaction has not funded (by wire transfer of the balance of the Purchase Price, as adjusted in accordance with this Agreement, to Seller) on or before 5:00 p.m. Central Time on the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated in default hereunder and the Escrow Agent shall deliver the ▇▇▇▇▇▇▇ Money to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementSeller.
Appears in 1 contract
Sources: Agreement of Sale (Behringer Harvard Opportunity REIT II, Inc.)
Closing Documents. (a) At the Closing, Seller SummitBridge or the Receiver, as the case may be, at its sole cost and expense, shall execute and/or deliver or cause to be delivered to Purchaser and/or the Title Company (as applicable) the following, each of which shall be in form and substance in reasonable conformity with this Agreement:
(i) Receiver’s Deed(s) (the “Deed”), conveying to Purchaser fee simple absolute title to the Premises, in particular: a covenant receiver’s deed conveying the Ohio Property to USAC Ro▇▇; and a receiver’s deed conveying the Washington Property to USAC WA, which conveyance of title shall be subject to liens and encumbrances set forth in the form of attached Exhibit B ("Deed") conveying Title Commitment or otherwise permitted hereunder, which Deed shall be in recordable form, duly executed by 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 Receiver and in accurate substanceacknowledged;
(ii) an affidavit of title, the A bi▇▇ ▇f sale (a form and substance of which shall be is attached hereto as Exhibit C) without warranty (other than that Receiver has not previously conveyed or encumbered its interest, if any) conveying, transferring and selling to Purchaser all right, title and interest of SummitBridge and Receiver in and to all of the personal property subject to the approval of Receiver Order located at or relating to 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 modifyPremises, including, without limitation, accounts receivable, inventory and equipment;
(iii) An affidavit of title in a ▇▇▇▇ of sale, if applicable, conveying all of Seller's right, title form reasonably acceptable to Receiver 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")Title Company;
(iv) a counterpart Certified copies of the Receiver Order, to a closing settlement statement approved by Seller and Purchaser reflecting be recorded in the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (respective counties where the "Closing Statement");portions of the Premises are situate; and
(v) an affidavit A duly executed counterpart of Seller certifying that Seller is not a "foreign person"SummitBridge and Receiver to the settlement statement or closing statement.
(b) At the Closing, Purchaser, at its sole cost and expense, shall deliver to SummitBridge and Receiver, as defined the case may be, the following, each of which shall be in form and substance in reasonable conformity with this Agreement:
(i) The consideration required pursuant to Section 2, in the Federal Foreign Investment in Real Property Tax Act of 1980, amount and the 1984 Tax Reform Act, as amendedform required thereby;
(viii) a termination A duly executed counterpart of the Management Agreement (in accordance with the terms thereof); and, Purchaser to the extent the same remain in effect, terminations of all other Terminated Contractssettlement statement or closing statement;
(viiiii) such organizational A resolution or consent of an authorized officer or member of Purchaser, authorizing the purchase of the Premises and authorizing the execution of documentation in connection therewith; and
(iv) Such other affidavits and documents of Seller as reasonably shall be are otherwise 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Amerinac Holding Corp.)
Closing Documents. (a) At ClosingOn or before the Closing Date, Seller shall execute and/or deliver to Purchaser and/or Escrow Agent or to Purchaser, as appropriate, the Title Company following, dated as of the Closing Date (as applicable) the following:):
(i) a covenant deed Special Warranty Deed conveying fee simple title in the form each parcel of attached Exhibit B ("Deed") conveying the Real Property subject Property, except for the Atlanta Hotel which will be conveyed using an assignment of a ground lease, to no exceptions other than Purchaser free of all encumbrances except the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit duly authorized, executed and acknowledged by Seller, in the form prescribed commonly used in the state where the Property is located and reasonably approved by statute Seller and in accurate substancePurchaser (the “Warranty Deed”);
(ii) two (2) counterparts of an affidavit of title, Assignment Agreement in the form and substance of which shall be subject attached hereto as Exhibit “H” (the “Assignment”) whereby Purchaser assumes those certain contracts relating to the approval of Property as more particularly described in Exhibit 1 to the Title Company sufficient Assignment transferring to remove or modify as is customary Purchaser all of the standard pre-printed exceptions Leases and the Hotel Contracts, which do not require Assignment shall contain an indemnity by Seller of Purchaser with respect to obligations arising thereunder prior to the Closing Date, and a survey reciprocal indemnity by Purchaser of Seller with respect to delete or modifyobligations arising thereunder subsequent to the Closing Date, duly authorized and executed by Seller, in the form reasonably approved by Seller and Purchaser, together with original certificates of title for all vehicles that are part of the Property (if any), endorsed to transfer same to Purchaser (and any necessary governmental forms to effect the transfer);
(iii) two (2) counterparts of a ▇▇▇▇ of sale, if applicable, conveying all of Seller's right, title and interest in and to Sale (the Personal Property and, to the extent assignable, the Intangible Property in the form of attached Exhibit C ("“▇▇▇▇ of Sale"”), in the form attached hereto as Exhibit “I”, transferring to Purchaser all of the Furnishings, Expendables and Consumables, the Other Tangible Personal Property, the Intangible Personal Property, the Bookings, the Books and Records, and the assignable Permits, which ▇▇▇▇ of Sale shall contain an indemnity by Seller of Purchaser with respect to obligations arising thereunder prior to the Closing Date, and a reciprocal indemnity by Purchaser of Seller with respect to obligations arising thereunder subsequent to the Closing Date, duly authorized and executed by Seller, in the form reasonably approved by Seller and Purchaser, together with original certificates of title for all vehicles that are part of the Property (if any), endorsed to transfer same to Purchaser (and any necessary governmental forms to effect the transfer);
(iv) a counterpart to a closing settlement statement approved two (2) counterparts or the Ground Lease Assignment Agreement, duly authorized and executed by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement")Ground Lessor;
(v) an affidavit one (1) copy or original of Seller certifying that Seller is not a "foreign person"the Ground Lease Estoppel, as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amendedduly executed by Ground Lessor;
(vi) a termination possession of the Management Agreement (Property and any and all keys, access codes and plans and specifications for the Improvements on the Property in accordance with the terms thereof); and, to the extent the same remain in effect, terminations of all other Terminated ContractsSeller’s possession;
(vii) a certified copy of such organizational authorizations, approvals and authorizing documents incumbencies of Seller as the Title Company shall reasonably require;
(viii) a FIRPTA Affidavit executed by Seller in form required by the Internal Revenue Service;
(ix) an executed copy of the safe deposit inventory list and Baggage Inventory List;
(x) a customary settlement statement reflecting the parties respective costs of Closing hereunder;
(xi) if applicable, the Tax Certificates required by Section 7.5(e) of the Agreement;
(xii) to the extent not previously delivered to Purchaser, copies (or originals if available) of the Hotel Contracts and assignable Permits, and all Books and Records, which shall be deemed to be delivered to Purchaser upon delivery of possession of the Hotel if located at the Hotel on the Closing Date;
(xiii) evidence reasonably acceptable to Purchaser and Title Company of termination of any management agreements; and
(xiv) any other agreements, documents and/or instruments as may be reasonably required or requested by the Title Company to evidence Seller's authority to execute consummate 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At ClosingOn or before the Closing Date, Purchaser shall execute and/or deliver to Seller and/or Escrow Agent or to Seller, as appropriate, the Title Company following, dated as of the Closing Date (as applicable) the following:):
(i) funds evidencing the balance Purchase Price (as adjusted by the application of the Purchase Price▇▇▇▇▇▇▇ Money), plus or minus costs and prorations as set forth herein and any other funds needed to satisfy Purchaser’s obligations hereunder;
(ii) two (2) counterparts of the ▇▇▇▇ of SaleSale and Assignment, if applicableduly authorized and executed by Purchaser;
(iii) a counterpart to two (2) counterparts or the Closing StatementGround Lease Assignment Agreement, duly authorized and executed by Purchaser;
(iv) such organizational authorizations, approvals and authorizing documents incumbency of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreementshall reasonably require;
(v) if applicable, the Assignment Tax Certificates required by Section 7.5(e) of Contractsthe Agreement;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as an executed copy of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; andsafe deposit inventory list and Baggage Inventory List;
(vii) such a customary settlement statement reflecting the parties respective costs of Closing hereunder;
(viii) any other agreements, documents and/or instruments as reasonably may be reasonably required or requested by the Title Company and which are customarily delivered in the State or Seller to effectuate the within consummate this transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Supertel Hospitality Inc)
Closing Documents. Seller shall deliver to Purchaser at the closing:
(a) At ClosingA bargain and sale deed with covenant against grantor’s acts, Seller shall execute and/or deliver containing the covenant required by Section 13 of the Lien Law, executed in proper form for recording, and sufficient 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 convey marketable and in accurate substance;
(ii) an affidavit of title, the form and substance of which shall be subject insurable title 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 (Premises 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the A ▇▇▇▇ of Salesale for all fixtures and equipment included in this sale, if applicable;with Seller’s warranty that the same are free of all lien, claim or encumbrance.
(iiic) An assignment of the landlord’s interest under all Leases affecting the Premises, together with the originals of all Leases and records and files of Seller pertaining thereto, and a counterpart letter to the Closing Statement;tenants advising them of the change of ownership. All security deposits under the Leases and any interest thereon, except security deposits and interest applied in accordance with the Leases, shall be turned over to Purchaser at the closing. Seller shall deliver at the closing a current schedule of rents and security deposits.
(ivd) such organizational An assignment of the Service Contracts and authorizing documents of Purchaser as shall be Agreements set forth in Exhibit D, together with the originals thereof.
(e) If Seller is a corporation, and if required by Section 909 of the Title Company to evidence Purchaser's authority to execute this Agreement Business Corporation Law, a resolution authorizing the sale of the Premises and the execution and delivery of the closing documents hereunder and a certificate of the secretary or assistant secretary of Seller certifying the adoption and continued effectiveness of such resolution.
(f) An certificate of Seller that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended, and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;other instruments required under said Code.
(vg) If the Assignment of Contracts;title examination discloses judgments, bankruptcies or other returns against other persons having names the same as or similar to Seller, Seller shall deliver an affidavit showing that such judgments, bankruptcies and other returns are not against Seller.
(vih) a A certificate stating that Purchaser's reaffirm the representations and warranties set forth in of Seller under this Agreement, remain materially true, correct and complete in all material respects on and Agreement as of the Closing Date.
(i) The certificate of occupancy for the Premises; all other certificates, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interimlicenses, permits, authorizations and approvals issued for or with respect to the level Premises by governmental authorities, together with an assignment of all of Seller’s rights hereunder or with respect thereto; all records and files of Seller pertaining to the operation and maintenance of the standard Premises as Purchaser reasonably may request; all keys to the Premises; an assignment of knowledge applicable thereto when initially madeall right, title and interest of Seller in and to the name “▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇”; and
(vii) and such other instruments documents as Purchaser reasonably may be required by request to consummate the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementtransactions contemplated herein.
Appears in 1 contract
Sources: Contract of Sale (Atlantic Express Transportation Corp)
Closing Documents. (a) At Closing, Seller shall execute and/or deliver to Purchaser and/or Without limiting the Title Company (as applicable) the following:
(i) a covenant deed in the form generality 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 titleSection 8 hereof, the form and substance of which closing shall be subject to the approval delivery of each of the Title Company sufficient to remove or modify as is customary all following documents:
(a) An officers’ certificate of the standard pre-printed exceptions Seller, dated the Closing Date, in form satisfactory to and upon which do not require a survey to delete or modify;
(iii) a ▇▇▇▇ the Purchaser and the Underwriters may rely, and attached thereto copies of salethe certificate of formation, if applicablelimited liability agreement and certificate of good standing of the Seller under the laws of Delaware and stating that the information contained in the Prospectus Supplement, conveying all of Seller's right, title and interest in and relating to the Personal Property and, to Mortgage Loans and 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 1980Seller, and the 1984 Tax Reform Actapplicable loan portfolio, 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 is true 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 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 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 as 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 and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the level of the standard of knowledge applicable thereto when initially madePurchaser;
(xc) all original files, licenses, permits, certificates An opinion of occupancy, keys, access codes and agreements in Seller's possession pertaining counsel to the PropertySeller, all of which shall be delivered to Purchaser within one (1) business day after dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriters;
(d) Such opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating Agencies may request in connection with the sale of the Mortgage Loans by WMC to the Seller and by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely;
(e) The Seller shall deliver or cause to be delivered for inclusion in the Prospectus Supplement under the caption “Pooling and Servicing Agreement—The Mortgage Loan Seller” or for inclusion in other offering material such publicly available information regarding WMC’s financial condition, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; and
(xif) such other instruments Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementrequest.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GE-WMC Asset-Backed Pass Through Certificates, Series 2005-1)
Closing Documents. The parties shall deliver the following documents, all in form and substance reasonably satisfactory to Lessor and Head Lessor and all dated as of the Closing Date (the "Closing Documents"), prior to or at the closing:
(a) At Closing, Seller shall execute and/or deliver and deliver, or cause to Purchaser and/or be executed and delivered as the Title Company (as applicable) case may be, the followingfollowing Closing Documents:
(i) a covenant deed in the form of attached Exhibit B ("Deed") conveying Deed with covenants against grantor's acts with respect to the Real Property Property, granting and conveying to Lessor good, indefeasible and marketable fee simple title to such Real Property, subject only 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 substanceEncumbrances;
(ii) an affidavit of title, the form and substance of which shall be subject with respect to the approval of the Title Company sufficient to remove Deed, any transfer tax statement, return, affidavit or modify as is customary all of the standard pre-printed exceptions which do not require a survey to delete other document required or modifyrequested in connection therewith;
(iii) a ▇▇▇▇ copy of sale, if applicable, conveying the current certificate of occupancy for the Property with all of Seller's right, title and interest in and to amendments thereto (unless the Personal municipality where the Property and, to the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale"is located does not issue or maintain such certificates or their legal equivalent);
(iv) a counterpart to a closing settlement statement approved certification of non-foreign status as required 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 1980and regulations thereunder and any similar state statutes;
(v) all environmental transfer or disclosure forms, and if any, required by the 1984 Tax Reform Act, as amendedstate or municipality in which the Property is located;
(vi) a termination the Bill of Sale warranting the Management Agreement (in accordance with the terms thereof); and, trans▇▇▇ of good and marketable title to the extent the same remain in effect, terminations Equipment free and clear of all other Terminated ContractsLiens and the bill of sale related to Improveme▇▇▇ and Fixtures free and clear of all Liens;
(vii) such organizational the other documents, certificates, opinions and authorizing documents of Seller as reasonably shall be required by the Title Company items referred 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;in Section 8; and
(viii) to the extent that any Contracts remain in effectsuch other documents, an assignment of all of Seller's rights certificates, affidavits 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, deliveries 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 either of the Closing Date, to Purchasers may require. This provision shall survive 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementclosing.
(b) At ClosingLessor shall deliver the portion of the Purchase Price related to the Real Property, the Head Lessor shall deliver the portion of the Purchase Price related to the Equipment and each Purchaser shall execute and/or and shall deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments and documents and take such other actions, as reasonably may be Purchasers are required by the Title Company and which are customarily delivered in the State to deliver or do hereunder to effectuate the within transaction; provided that Purchaser transactions contemplated hereby in accordance with the provisions hereof. This provision shall not be obligated to cause survive the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementclosing.
Appears in 1 contract
Closing Documents. At the Closing, Sellers shall execute and deliver to Sellers' Attorney:
(a) At Closing, Seller shall execute and/or deliver the Certificate or Certificates for the Shares duly endorsed so as to Purchaser and/or effectively transfer ownership of the Title Company (as applicable) Shares to Purchaser; As security for 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 titleindebtedness, the form and substance of which Purchaser's shares shall be subject signed in blank and delivered, along with the original Leases to the approval of the Title Company sufficient subject premises identified herein, 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 Sellers' attorney, ▇▇▇▇▇ 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("Escrowee");, to be hand in escrow by him as provided for herein. Purchaser shall pay all costs and fees in connection with the filing and preparation of the Security Agreement and forms, including Sellers, attorneys, fees.
(ivb) a counterpart to a closing settlement statement approved by Seller letters of resignation from each director 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 officer of the Management Agreement (in accordance with the terms thereof); andCorporation, 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 effective as of the Closing Date, . 45
(c) the Certificate of Incorporation and other organizational documents of the Corporation.
(d) UCC-l financing statements/forms and other forms necessary to secure Purchaser's indebtedness. The Stock Certificate/Certificates and all other documents shall be held in escrow by Sellers' attorney until such time as full payment is made to the level Sellers. In the event of a default in the payment of any sums due under the Note, the Escrow Agent shall turn over the Stock Certificates and other documents to the Sellers, and said Sellers may then re-enter the premises. In the event of a default, Sellers may declare the entire unpaid principal balance due and payable, and in addition shall have all rights and remedies provided for in the Notes and Security Agreements. In the event Escrowee receives a Notice that there was a default in the payment of any installment due under the Note, upon ten (10) days notice to Purchaser, by Certified Mail, RRR, Escrowee shall deliver the Stock Certificates to Sellers, at which time Sellers may complete the blank endorsement, thereby transferring said shares as directed by Sellers, and Sellers may take possession of the standard of knowledge applicable thereto when initially made;Original Leases to the subject premises. At the Closing, Purchaser shall execute and deliver to Sellers:
(xa) Promissory Note/Notes, Security Agreement, UCC-I's, Guarantee and any other documents needed to secure payment of the Note/Notes. The Security Agreement shall give Sellers a security interest in all original filesproperty, licensesfurniture, permitsfixtures, certificates equipment, merchandise, computers, games, stock, inventory, accounts receivable, bank accounts and all other assets, property and rights of occupancy, keys, access codes and agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementPurchaser.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Assumption Agreement and any documents needed to be executed by effectuate Purchaser at Closing and Guarantors agreement to consummate assume any and all obligations, financial and otherwise of the transaction contemplated by this Agreement;Seller, including but not limited to
(vc) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementGeneral Releases.
Appears in 1 contract
Sources: Sale Agreement (Learners World Inc)
Closing Documents. (a) At the Closing, Seller shall execute and/or deliver deliver, or cause to Purchaser and/or be duly executed, acknowledged (if required) and delivered, to the Title Company the following with respect to the Parcels being sold by Seller pursuant hereto:
(i) A special or limited warranty deed containing a legal description of the Parcel being sold as applicableset forth in Purchaser’s applicable Commitment subject only to the Permitted Exceptions;
(ii) A standard form vendor’s affidavit signed by Seller containing such statements of fact by Seller or to Seller’s actual knowledge, relating to acts taken by such Seller or any affiliate of such Seller with respect to the Parcel being conveyed by such Seller, as may be reasonably required by the Title Company for Purchaser to obtain the Title Policy for the Parcel containing no exceptions except the Permitted Exceptions and otherwise sufficient for the Title Company to provide “gap” coverage.
(iii) The Lease Termination Agreement executed by Seller;
(iv) With respect to each Parcel in Indiana, a sales disclosure form;
(v) With respect to each Parcel in Kentucky, a consideration certificate;
(vi) A non-foreign affidavit within the meaning of Section 1445 of the Internal Revenue Code and Regulations promulgated therewith;
(vii) Evidence, which is reasonably satisfactory to the Title Company, (a) authorizing the sale of the Property by Seller; and (b) authorizing the execution, delivery and performance of all documents contemplated hereby by Seller that is a record owner of the Parcel;
(viii) A certificate stating that all representations, warranties and covenants of Seller set forth herein remain true and correct in all material respects at and as of the Closing; and
(ix) All other agreements, documents or instruments required under the terms of this Agreement to be executed and/or delivered by Seller or reasonably necessary to effectuate the transaction contemplated hereunder, provided such documents are consistent with Seller’s express obligations under this Agreement. Prior to the Closing Date, risk of loss shall be borne between Seller and Purchaser as more fully set forth in the Lease. This provision shall supersede any contrary provision of applicable law.
(b) At the Closing, the Purchaser shall deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the Title Company, the following:
(i) a covenant deed in Cash or other immediately available funds for (x) the form of attached Exhibit B Purchase Price payable at Closing ("Deed") conveying the Real Property subject to no exceptions application of the Deposit in accordance with the terms of this Agreement) for the Parcels in accordance with Section 1 hereof, and (y) for the payment of all other than the Permitted Exceptions, together sums due from Purchaser in accordance with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substancethis Agreement;
(ii) an affidavit of titleWith respect to each Parcel in Indiana, the form and substance of which shall be subject to the approval of the Title Company sufficient to remove or modify a sales disclosure document as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyrequired by Indiana law;
(iii) With respect to each Parcel in Kentucky, 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")consideration certificate;
(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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this The Lease Termination Agreement;
(v) Evidence which is reasonably acceptable to Seller and the Assignment Title Company authorizing the purchase of Contracts;the Property by Purchaser; and
(vi) a certificate stating that Purchaser's representations and warranties set forth in this AgreementSuch other certificates, remain materially trueinstruments, correct and complete in all material respects on and papers or documents as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequest.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Old National Bancorp /In/)
Closing Documents. (a) The Title Company shall serve as the disbursing agent for the Closing. At the Closing, Seller at its expense, shall execute and/or deliver or cause to be delivered to Purchaser and/or the Title Company (as applicable) the following:
(ia) release(s) of liens, from all lienholders holding liens affecting the Property (other than the Stock Claim of Lien and liens in favor of Purchaser under the Mezzanine Loan Documents).
(b) a covenant deed Limited Warranty Deed in recordable form conveying good and marketable Indefeasible Fee Simple Title (as hereinafter defined) to the Property to Purchaser, its successors or assigns, free and clear of all liens and encumbrances other than Permitted Encumbrances, in form and substance reasonably satisfactory to Purchaser (the “Limited Warranty Deed”).
(c) the Quitclaim Deed.
(d) An affidavit 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 required by statute and in accurate substance;
(ii) an affidavit of title, the form and substance of which shall be subject to the approval Section 1445 of the Title Company sufficient Internal Revenue Code of 1986 to remove or modify as is customary all of establish that 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;.
(vie) a termination of the Management Agreement (in accordance with the terms thereof); andSuch affidavits, 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 agreements or certifications 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 issue the transaction contemplated by this Agreement;
Title Policy (viii) as hereinafter defined), including, without limitation, an Owner’s Affidavit in a form satisfactory to the extent that Title Company so as to enable the Title Company to issue the Title Policy without 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;title exceptions.
(xf) all original filesan Owner’s Policy of Title Insurance (the “Title Policy”) in the amount of the Purchase Price issued by Title Company, licenses, permits, certificates insuring that Purchaser is the owner of occupancy, keys, access codes and agreements in Seller's possession pertaining indefeasible title to the Property, together with any easements, rights of way and appurtenances benefiting or serving the Property, subject only to the Permitted Encumbrances (herein referred to as “Indefeasible Fee Simple Title”). Notwithstanding the first three (3) lines of this Section 9 above, the cost of all title examination fees, costs and expenses, and the cost of which any title insurance premium and endorsement costs, shall be delivered paid by Purchaser.
(g) Seller and Purchaser shall execute and deliver an assignment agreement whereby Seller shall assign and transfer to Purchaser within one all rights, title and interest of Seller in and to any leases, intangibles and other personal property, if any, with respect to the Property. Seller shall assign all leases to Purchaser at Closing, and Purchaser shall assume all liability thereunder. Seller hereby agrees (1which agreement shall survive the closing) business day after the to indemnify, defend, and hold Purchaser free and harmless from any loss, injury, liability, damage, claim, lien, cost or expense, including attorneys’ fees and costs, arising out of any claims related to such leases arising or accruing prior to Closing Date; and.
(xih) such other Seller shall execute a certified rent roll for the Property.
(i) Seller shall deliver to Purchaser instruments as reasonably may be required by satisfactory to Purchaser and the Title Company and which are customarily delivered in reflecting the State proper authority of Seller to effectuate consummate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under transactions contemplated by this Agreement.
(bj) At Seller and Purchaser shall each execute such other instruments as are customarily executed in the State where the Property is located to effectuate the conveyance and acceptance of property similar to the Property, and to transfer the Property, with the effect that, after the Closing, Purchaser shall execute and/or deliver will have succeeded to all of the rights, title and interests of Seller and/or related to the Title Company (as applicable) Property and Seller will no longer have any right, title or interest in and to the following:Property.
(ik) Purchaser shall at the balance conclusion of the Closing pay the Seller the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart subject to credits, prorations and adjustments to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser Purchase Price as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially trueincluding Section 1 hereof, correct in readily available funds and complete in all material respects said funds shall be wired to the Seller at such time on and as the day of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, pursuant to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementSeller’s wiring instructions.
Appears in 1 contract
Sources: Purchase Option Agreement (Preferred Apartment Communities Inc)
Closing Documents. On the Closing Date, the following actions shall be taken:
(a) At Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) Buyer 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 in substantially the form of Exhibit 9.2A attached hereto (the "▇▇▇▇ of Sale") and all other bills of sale, if applicable, conveying assignments and other documents of transfer and instruments (which documents and instruments shall be satisfactory in form and substance to legal counsel of Seller and Buyer) necessary to convey to Buyer all of Seller's its right, title and interest in and to the Personal Property and, to Assets hereunder;
(ii) the extent assignable, the Intangible Property Assignment and Assumption Agreement in substantially the form of Exhibit 9.2B attached Exhibit C hereto (the "▇▇▇▇ of SaleAssignment and Assumption Agreement");
(iii) a general warranty deed transferring title to the Real Property from Seller to Buyer in form and content reasonably acceptable to Buyer;
(iv) a counterpart the Loans purchased by Buyer duly and properly endorsed to a closing settlement statement approved Buyer by Seller, together with all notes, guarantees, agreements and other evidence thereof and all collateral and security interests securing the Loans in the possession of Seller and Purchaser reflecting all necessary assignments, endorsements and other instruments of conveyance as may be reasonably necessary under the creditscircumstances; provided that all such assignments, prorations, endorsements and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement")other instruments of conveyance shall be without recourse as to collection to Seller;
(v) an affidavit a certificate, signed by a duly authorized officer of Seller, certifying that (A) the representations and warranties of Seller certifying that in this Agreement are true in all material respects as of the Closing Date and (B) the covenants of Seller is not a "foreign person", as defined to be performed on or before the Closing Date have been performed in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amendedall material respects;
(vi) copies of resolutions of Seller's Board of Directors or other appropriate governing committee, certified by Seller's secretary or assistant secretary, authorizing the execution of this Agreement and the transactions contemplated hereby, and a termination certificate of Seller's secretary or assistant secretary as to the Management incumbency of each officer of Seller executing this Agreement (in accordance with and all instruments, certificates and documents required to be executed and delivered by Seller at the terms thereof)Closing; 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 updated Schedules 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser Buyer shall execute and/or and deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase PriceAssignment and Assumption Agreement;
(ii) such other instruments as may be necessary for Buyer to validly acquire the ▇▇▇▇ of Sale, if applicableReal Property;
(iii) a counterpart to certificate, signed by a duly authorized officer of Buyer, certifying that (A) the representations and warranties of Buyer under this Agreement are true in all material respects as of the Closing Statement;Date and (3) the covenants of Buyer to be performed on or before the Closing Date have been performed in all material respects; and
(iv) such organizational and copies of resolutions of Buyer's Board of Directors or other appropriate governing committee, certified by Buyer's secretary or assistant secretary, authorizing documents the execution of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any the transactions contemplated hereby, and a certificate of Buyer's secretary or assistant secretary as to the incumbency of each officer of Buyer executing this Agreement and all instruments, certificates and documents required to be executed and delivered by Purchaser Buyer at Closing and to consummate the transaction contemplated by this Agreement;Closing; and
(v) the Assignment a copy of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, Form 8594 completed pursuant to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementSection 3.4 hereof.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Citizens Financial Corp/De/)
Closing Documents. (a) At ClosingOn or before the Closing Date, Seller shall execute and/or deliver into Escrow or to Purchaser and/or the Title Company (Purchaser, as applicable) the followingappropriate:
(i) a covenant special warranty grant deed conveying the fee estate in the Property to Purchaser, duly authorized, executed and acknowledged by Seller, 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 commonly used in the form prescribed by statute and in accurate substancestate where the Property is located (“Special Warranty Deed”);
(ii) a standard coverage ALTA owner’s policy of title insurance or an affidavit extended coverage ALTA owner’s policy of titletitle insurance if requested by Purchaser, in the form and substance of which shall be subject to the approval amount of the Purchase Price, showing title vested in Purchaser, and containing no exceptions to title other than the Permitted Exceptions (“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 modifyPolicy”);
(iii) a ▇▇▇▇ of sale, if applicable, conveying sale transferring to Purchaser all of the Furnishings, Expendables and Consumables (other than those items leased or loaned to Seller as described in Exhibits “B” and “C”), duly authorized and executed by Seller's right, title and interest in and to the Personal Property and, to the extent assignable, the Intangible Property in the form reasonably approved by the Seller and Purchaser, together with original certificates of attached Exhibit C title for all vehicles that are part of the Transferred Property, endorsed to transfer same to Purchaser ("▇▇▇▇ of Sale"and any necessary governmental forms to effect the transfer);
(iv) a counterpart two (2) counterparts of an Assignment and Assumption Agreement conveying and transferring to a closing settlement statement Purchaser all of the Bookings, the Space Leases, the Hotel Contracts, and the assignable Permits, duly authorized and executed by Seller, in the form reasonably approved by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement")Purchaser;
(v) an affidavit possession of Seller certifying that Seller is not a "foreign person", as defined the Property and any and all plans and specifications for the Improvements on the Property in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amendedSeller’s possession;
(vi) a termination certified copy of such partnership authorizations, approvals and incumbencies of Seller as the Management Agreement (in accordance with the terms thereof); and, to the extent the same remain in effect, terminations of all other Terminated ContractsTitle Company shall reasonably require;
(vii) such organizational and authorizing documents of Seller as reasonably shall be a FIRPTA Affidavit in form 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 AgreementInternal Revenue Service;
(viii) to a customary settlement statement reflecting the extent that any Contracts remain in effect, an assignment parites respective costs 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementhereunder.
(b) At ClosingOn or before the Closing Date, Purchaser shall execute and/or deliver into Escrow or to Seller and/or the Title Company (Seller, as applicable) the followingappropriate:
(i) the balance of the Purchase PricePrice and any other funds needed to satisfy Purchaser’s obligations hereunder;
(ii) two (2) counterparts of the ▇▇▇▇ of SaleAssignment, if applicable;duly authorized and executed by Purchaser; and
(iii) a counterpart to such limited liability company authorizations, approvals and incumbencies as Seller or the Closing Statement;Title Company shall reasonably require.
(iv) such organizational and authorizing documents a customary settlement statement reflecting the parties respective costs of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementhereunder.
Appears in 1 contract
Sources: Real Estate Purchase and Sale Agreement (Pinnacle Entertainment Inc)
Closing Documents. (a) At Closing, Seller shall execute and/or deliver or cause to be delivered to Purchaser and/or the Title Company (as applicable) the following:
(i) a covenant special warranty deed in the recordable form of attached Exhibit B ("Deed") conveying the Real fee estate in the Property to Purchaser subject only 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 special warranty ▇▇▇▇ of sale, if applicable, conveying sale transferring to Purchaser all of Seller's rightthe Furnishings, title Expendables, Consumables and interest in other tangible personal property (other than those items subject to equipment leases) free of all encumbrances except for the Permitted Exceptions.
(iii) if available, original executed counterparts of the Leases, assignable Hotel Contracts and assignable Permits together with an assignment conveying and transferring to Purchaser all of the Personal Property and, to the extent assignableBookings, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale");Leases, assignable Hotel Contracts and assignable Permits.
(iv) a counterpart an assignment of each of the lease agreements creating the Leasehold Estates together with such consents or approvals as may be necessary or appropriate in order to a closing settlement statement approved by Seller and Purchaser reflecting evidence the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (approval of the "Closing Statement");respective landlords thereunder.
(v) possession of the Property.
(vi) a certified copy of such corporate or partnership authorizations, approvals and incumbencies of Seller as Purchaser or the Title Company shall reasonable require.
(vii) all books and records relating to the Property and the Hotel in Seller's possession or in the possession of the Manager of the Hotel.
(viii) if available and in Seller's possession, copies of all reports, studies, plans and specifications covering the Property.
(ix) such notices to tenants and estoppel certificates from tenants as may be reasonably required by Purchaser in order to establish the current status of the landlord and tenant relationship under the Leases and in order to notify any tenants of the transfer of the Property from Seller to Buyer.
(x) an affidavit of Seller certifying confirming that Seller is not a "foreign person", " as defined in Section 1445(f)(3) of the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform ActInternal Revenue Code, 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and.
(xi) such other documents, affidavits and related instruments as reasonably may be required by the Title Company and which are customarily delivered shall reasonably require in the State order to effectuate the within transaction; provided that Seller shall not be obligated issue an owner's policy of title insurance to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementPurchaser.
(b) At Closing, Purchaser shall execute and/or deliver or cause to be delivered to Seller and/or the Title Company (as applicable) the following:
: (i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge Price in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered manner described in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.Section 2.01 above. ------------
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Southmark San Juan Inc)
Closing Documents. (a) At Closing, the closing Seller shall execute and/or deliver and de-liver to Purchaser and/or the Title Company Purchaser: (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;
(iiia) a ▇▇▇▇ of sale, if applicable, conveying all Sale and Assignment of Seller's right, title and interest in and to the Personal Property and, to the extent assignable, the Intangible Property LLC Ownership Interests that is substantially in the form of attached Exhibit C D hereto; ("b) certified copies of resolutions duly adopted by the Board of Directors and shareholders of Seller authorizing the sale of the Assets and the performance by Seller of its obligations hereunder; (d) an opinion of Seller's counsel, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, P.C., dated as of Sale");
the closing date, stating such counsel's opinion that: (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (ii) Seller has full power and authority, corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder have been duly authorized by the Board of Directors and shareholders of Seller and no further action or approval is required in order to constitute this agreement as the binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) a counterpart to a closing settlement statement approved the execution and delivery of this agreement and the performance by Seller of its obligations hereunder do not and Purchaser reflecting will not violate any provision of the credits, prorations, Certificate of Incorporation or Bylaws of Seller; and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement");
(v) an affidavit of Seller certifying that Seller except as may be set forth in this agreement, such counsel is not a "foreign person"representing Seller in any suit, as defined in action or proceeding against Seller which, if adversely determined, would prohibit the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended;
(vi) a termination con-summation 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 transactions contemplated by this Agreement;
agreement; and (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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xie) such other instruments as reasonably may be required by the Title Company and which are customarily delivered necessary or proper to transfer to Purchaser all other ownership interests in the State Assets to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser transferred under this Agreement.agreement At the closing Purchaser shall execute and deliver to Seller:
(a) the Promissory Note, Security Agreement and UCC Financing Statements provided for in Article 2 hereof; (b) At Closingcertified copies of resolutions duly adopted by the Board of Directors and shareholders of Purchaser authorizing the purchase of the Assets and the performance by Purchaser of its obligations hereunder; (c) An opinion of Purchaser's counsel, Purchaser shall execute and/or deliver to Seller and/or dated as of the Title Company (as applicable) the following:
closing date, stating such counsel's opinion that: (i) Purchaser is a corporation duly organized, validly existing and in good standing under the balance laws of the Purchase Price;
Delaware; (ii) the ▇▇▇▇ of SalePurchaser has full power and authority, if applicable;
corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) a counterpart the execution and delivery of this agreement and the performance by Purchaser of its obligations hereunder have been duly authorized by the Board of Directors and shareholders of Purchaser and no further action or approval is required in order to constitute this agreement as the Closing Statement;
binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) such organizational the execution and authorizing documents delivery of Purchaser as shall be required by this agreement and the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed performance by Purchaser at Closing of its obligations hereunder do not and to consummate will not violate any provision of the transaction contemplated by this Agreement;
Certificate of Incorporation or Bylaws of Purchaser; and (v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties except as may be set forth in this Agreementagreement, remain materially truesuch counsel is not representing Purchaser in any suit, correct and complete in all material respects on and as action or proceeding against Purchaser which, if adversely determined, would prohibit the consummation of the Closing Date, as modified transactions contemplated by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementagreement.
Appears in 1 contract
Sources: Agreement of Sale (National Management Consultants Inc)
Closing Documents. The Seller shall execute and deliver the following documents at Closing:
(a) At ClosingSpecial Warranty Deed for the Real Property, Seller shall execute and/or deliver subject only to Purchaser and/or the Title Company (as applicable) the following:Permitted Encumbrances.
(ib) a covenant deed Owner’s affidavit affirming that no labor has been performed on the Parcel by Seller within one hundred twenty (120) days prior to the Closing Date (or if work has been performed certifying as to payment in the form of attached Exhibit B ("Deed"full) conveying and that there are no outstanding liens or rights to claim liens against the Real Property subject to no exceptions other than resulting from the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substance;actions of Seller.
(iic) an affidavit Executed closing statement itemizing the dollar amount of titleall financial matters relating to the Closing, including the adjustments and prorations provided herein.
(d) A FIRPTA affidavit.
(e) A Termination of Lease in substantially the same form and substance of as Exhibit B attached hereto which shall be subject to the approval of the Title Company sufficient to remove or modify as is customary provide that all of the standard pre-printed exceptions which do not require a survey to delete or modify;obligations of Landlord and Tenant under the Lease arising from and after Closing are terminated.
(iiif) a A ▇▇▇▇ of sale, if applicable, conveying all of Seller's right, title and interest in and Sale with respect to the Personal Property and(if any) to be conveyed hereunder, to the extent assignablefree and clear of all liens, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale");claims and encumbrances.
(ivg) a counterpart Assignment of those of the Contracts that Buyer notifies Seller in writing it wishes to a closing settlement statement approved assume; Seller shall terminate all other Contracts.
(h) Assignment of Warranties, such assignment to be without warranty or recourse unless made by Seller and Purchaser reflecting as landlord under the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement");Lease.
(vi) an affidavit With respect to each entity that is a Seller, evidence of Seller certifying that Seller Seller’s authority as is not a "foreign person", reasonably requested by Buyer or the Title Company.
(j) A return of any Letter of Credit (as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform ActLease) held by Seller. Buyer shall execute and/or deliver, as amended;applicable, the following at Closing:
(via) a termination The balance of the Management Agreement (Purchase Price 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 Agreementimmediately available funds, as modified by the Purchaser's Contradictory Knowledge (as defined in Paragraph 6(a), remain materially true, correct adjusted pursuant to Section 2 and complete in all material respects on and as Section 8 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At A Termination of the Lease in substantially the same form as Exhibit B attached hereto which shall provide that all of the obligations of Landlord and Tenant under the Lease arising from and after Closing are terminated.
(c) Executed closing statement, itemizing the dollar amount of all financial matters related to the Closing, Purchaser shall execute and/or deliver to Seller and/or including the Title Company (as applicable) the following:adjustments and prorations provided for herein.
(id) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing Such other documents of Purchaser as shall may be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate reasonably necessary or desirable in consummating the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as including evidence of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level authority of the standard person(s) executing the closing documents on behalf of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementBuyer.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Argos Therapeutics Inc)
Closing Documents. (a) Section 10.01. At the Closing, Seller Haverty shall execute and/or deliver deliver, or cause to be executed and/or delivered to Purchaser and/or and, where, applicable, the Title Company (as applicable) the following:
(ia) a covenant deed The Owner’s Title Policy and the Mortgage Title Policy in form and content required under Section 3.01; provided that the Owner's Title Policy and the Mortgage Title Policy may be delivered after Closing if that is customary in the form of attached Exhibit B locality, provided that Purchaser receives a "marked" title binder at Closing reasonably acceptable to Purchaser.
("Deed"b) A duly executed and acknowledged Limited or Special Warranty Deed conveying fee simple title to the Real Property Land and Improvements with respect to each Project to Purchaser, subject only 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;.
(iic) 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 A duly executed ▇▇▇▇ of sale, if applicable, Sale conveying all of Seller's Haverty’s right, title and interest in the F&E with respect to each Project to Purchaser free and clear of all liens, security interests and adverse claims, subject only to the Personal Property andPermitted Exceptions.
(d) Such other documents and instruments as are reasonably required to transfer Haverty’s interest in each Project to Purchaser.
(e) Certified copies of resolutions by Haverty’s Board of Directors authorizing the execution of this Contract of Sale and consummation of the transactions described herein.
(f) The Lease, and related short forms or memoranda of the Lease for recording purposes.
(g) The Environmental Indemnity Agreement for the benefit of Landlord and Lender.
(h) Certificates of occupancy with respect to the extent assignableeach Project satisfactory to Landlord and Lender.
(i) The opinion of ▇▇▇▇▇, the Intangible Property ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, substantially in the form of Exhibit “D-1” attached Exhibit C ("▇▇▇▇ of Sale");hereto.
(ivj) 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 Such other Terminated Contracts;
(vii) such organizational and authorizing documents of Seller as reasonably shall be required by the Title Company Lender and customary in transactions similar 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 Contract 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementSale.
(b) Section 10.02. At the Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) Haverty the following:
(ia) the balance The Aggregate Purchase Price in accordance with Article 2 hereof.
(b) The Lease, and related short forms or memoranda of the Purchase Price;Lease for recording purposes.
(iic) the The opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, substantially in the form of SaleExhibit “E” attached hereto.
Section 10.03. At the Closing, Haverty and Purchaser shall jointly deliver: (a) an escrow agreement and (b) state, county and local transfer tax declarations, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) any, and all such organizational other instruments and authorizing documents of Purchaser as shall be required requested by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in connection with the State to effectuate closing of the within transaction; provided that Purchaser shall not be obligated to cause the delivery sale and purchase of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementsimilar properties.
Appears in 1 contract
Closing Documents. The obligations of the Agents hereunder in respect of the Offered Receipts shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects (except where qualified by any Material Adverse Effect or materiality qualifications, in all respects), the Corporation having performed, at the Closing Time, all of its obligations hereunder theretofore to be performed and the Agents receiving at the Closing Time:
(a) At Closingfavourable legal opinions of the Corporation’s counsel and the Agents’ counsel addressed to the Agents and Agents’ counsel, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable, in form and substance reasonably satisfactory to the Agents, with respect to such matters as the Agents may reasonably request relating to the Offering, including, without limitation, the matters set forth in Schedule B hereto in respect of the Offering and as to all other legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of the Offered Receipts as the Agents may reasonably request. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the Laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation and the transfer agent as to relevant matters of fact. It is further understood that the Agents’ counsel may rely on the opinion of the Corporation’s counsel as to matters which specifically relate to the Corporation and the Offered Receipts;
(b) if any Offered Receipts are sold in the followingUnited States, a favourable legal opinion of the Corporation’s United States counsel, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to the Agents, dated the Closing Date, addressed to the Agents to the effect that, based upon customary assumptions and subject to customary qualifications, no registration of the Offered Receipts under the U.S. Securities Act is required in connection with the offer and sale of the Offered Receipts in the United States or the subsequent delivery of Underlying Shares upon satisfaction of the Escrow Release Conditions, in each case, in accordance with the terms of this Agreement and the Final U.S. Offering Memorandum, it being understood that such counsel need not express any opinion as to any subsequent resale of the Offered Receipts or the Underlying Shares;
(c) a certificate of the Corporation dated the Closing Date addressed to the Agents and signed on behalf of the Corporation by the Interim President and Chief Executive Officer and such other officer or director of the Corporation satisfactory to the Agents, acting reasonably, certifying that:
(i) a covenant deed in the form Corporation has complied with and satisfied all terms and conditions of attached Exhibit B ("Deed") conveying this Agreement on its part to be complied with or satisfied at or prior to 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 substanceClosing Time;
(ii) an affidavit the representations and warranties of titlethe Corporation set forth in this Agreement are true and correct in all material respects (except where qualified by any Material Adverse Effect or materiality qualifications, in all respects) at the form and substance of which shall be subject Closing Time, as if made at such time (and, with respect to the approval of representations and warranties contemplated by Section 8(a), as if the Title Company sufficient Prospectuses was delivered to remove or modify as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyAgents at the Closing Time);
(iii) no event of a ▇▇▇▇ of salenature referred to in Section 6(a) or Section 6(b), if applicable, conveying all of Seller's right, title and interest in and or to the Personal Property andknowledge of such officer, Section 12(a)(i), (ii) or (iii), has occurred or to the extent assignableknowledge of such officer is pending, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")contemplated or threatened;
(iv) a counterpart there have not been any material amendments to a closing settlement statement approved the Acquisition Agreement nor have any terms and conditions thereof been waived by Seller the parties thereto (other than such material amendments and Purchaser reflecting waivers consented to by the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement"Agents);
(v) an affidavit of Seller certifying the Corporation has no reason to believe that Seller is the Acquisition will 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 (be completed in accordance with the terms thereof)of the Acquisition Agreement prior to the Termination Time; and,
(vi) with respect to such other matters as the extent the same remain in effect, terminations of all other Terminated ContractsAgents may reasonably request;
(viid) such organizational a comfort letter of the Corporation’s auditors, former auditors and authorizing documents of Seller as reasonably shall be those other auditors required by the Title Company to evidence Seller's authority provide a “comfort letter” pursuant to execute this Agreement and any documents to be executed by Seller at Closing to consummate the transaction contemplated by this Agreement;
(viiiSection 4(c) addressed to the extent that any Contracts remain in effect, an assignment of all of Seller's rights Agents 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 dated the Closing Date, satisfactory in form and substance to the level Agents, acting reasonably, bringing the information contained in the comfort letter or letters referred to in Section 4(c) up to the Closing Time, which comfort letter shall be based on the Corporation’s auditors’, former auditors’ or other auditors’ review having a cut-off date of not more than two Business Days prior to the standard of knowledge applicable thereto when initially madeClosing Date;
(xe) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining evidence satisfactory to the PropertyAgents that the Corporation has obtained all necessary approvals of the TSX for the issuance of the Offered Receipts and the listing of Underlying Shares issuable pursuant to the Offered Receipts upon their issuance pursuant to the Subscription Receipt Agreement, all and if requested by the Agents, the listing of which shall be delivered to Purchaser within one (1) the Offered Receipts, at the opening of business day after on the Closing Date, subject only to the notification to the TSX of the closing of the Offering on the Closing Date, filing of required documents which are in the possession of the Corporation on the Closing Date and payment of applicable fees;
(f) the Subscription Receipt Agreement shall have been entered into in form and substance satisfactory to the Agents and the Agents’ counsel, each acting reasonably;
(g) the executed lock-up agreements, in favour of the Agents, obtained from the directors and officers of the Corporation in a form satisfactory to the Agents, on behalf of the Agents pursuant to Section 7(d); and
(xih) such other instruments certificates and documents as reasonably the Agents may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementrequest, acting reasonably.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Closing Documents. (a) At Closing, SELLER'S CLOSING DOCUMENTS TO BE DELIVERED ON OR BEFORE THE CLOSING DATE. Seller shall execute and/or deliver to Purchaser and/or Escrowee, pursuant to the Title Company (Escrow Agreement, or to Purchaser, as applicable) , and Seller hereby covenants and agrees to deliver to Escrowee or to Purchaser, as applicable, on or before 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 titleClosing Date, the form following instruments and substance documents, all of which shall be subject to Purchaser's prior review and approval as to form, scope and substance, the approval delivery of the Title Company sufficient each of which shall be a condition to remove or modify as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modify;Closing:
(i) The Deed.
(ii) Plat Act Affidavit, if necessary.
(iii) a Affidavit of Non-Foreign Status described under the Internal Revenue Code 1445, or otherwise establish to the satisfaction of Title Insurer an exemption from withholding under the Foreign Investment in Real Project Tax Act of 1980.
(iv) A ▇▇▇▇ of sale, if applicable, sale duly executed by Seller with warranty of title in favor of Purchaser conveying all of Seller's right, title and interest in and to the Personal Property andProject to Purchaser free and clear of any and all claims, to the extent assignableliens, 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 creditsencumbrances, prorationssecurity interests, and adjustments contemplated by restrictions or specifically provided for in this Agreement (the "Closing Statement");other charges.
(v) an affidavit An assignment of Intangible Property duly executed by Seller certifying that Seller is not a "foreign person"with warranty of title in favor of Purchaser assigning and conveying the Intangible Project free and clear of any and all claims, as defined in the Federal Foreign Investment in Real Property Tax Act of 1980liens, and the 1984 Tax Reform Actencumbrances, as amended;security interests, restrictions or other charges.
(vi) a termination A counterpart original of an assignment and assumption of the Management Agreement Lease, including, without limitation, all rental deposits, security deposits and all prepaid rentals ("Assignment and Assumption of Lease") duly executed and acknowledged by Seller in accordance with the terms thereof); and, to the extent the same remain in effect, terminations favor of all other Terminated Contracts;Purchaser.
(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;
Estoppel certificate (viii"Estoppel Certificate") 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) addressed to Purchaser in the form required by the Lease and executed by Tenant.
(viii) An original of attached Exhibit E the Lease ("Assignment and copies of Contracts"material correspondence relating to the Lease);.
(ix) a certificate stating that Seller's representations and warranties set forth in Paragraph 6(a) of this Agreement, Attornment letter executed by Seller addressed to Tenant advising Tenant to pay rent to Purchaser or 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;Purchaser directs.
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining keys to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; andProject.
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered ALTA Statement, in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementduplicate.
(bxii) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance A written reaffirmation that all of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, Agreement continue to be true and correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and.
(viixiii) such Personal "GAP" undertaking executed by Seller or an entity, other instruments than Seller, acceptable to Title Insurer.
(xiv) Such proof of Seller's authority and authorization to enter into this transaction as reasonably may be required by the Purchaser or Title Company and Insurer.
(xv) Such additional documents or instruments, which are customarily delivered in the State reasonable opinion of Purchaser and/or Title Insurer, are necessary for the proper consummation of the transaction contemplated by this Agreement, provided none of said additional documents or instruments impose any cost or obligation upon Seller not otherwise specifically imposed upon Seller pursuant to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery terms of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Construction Loan Facility Agreement (Centerpoint Properties Trust)
Closing Documents. At the Closing Time, Lacus shall deliver or cause to be delivered to LI3 at the place of the Closing the following closing Documents:
(a) At Closinga certificate signed by Lacus, Seller shall execute and/or deliver to Purchaser and/or the Title Company (dated 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 Closing Date confirming the standard pre-printed exceptions which do not require a survey to delete or modify;
(iii) a ▇▇▇▇ of saletruth and accuracy, 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 of Lacus’ representations and warranties as set out in this Agreement, on and as of the Closing Date, to and that the level of the standard of knowledge applicable thereto when initially made;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes covenants and agreements in Seller's possession pertaining of Lacus to the Property, all of which shall be delivered to Purchaser within one (1) business day after observed and performed at or before the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company pursuant to this Agreement have been duly observed and which are customarily delivered performed in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.all material respects;
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or sufficient evidence that Lacus has complied with the Title Company (as applicable) the following:covenant set forth in Section 6.5 hereof.
(ic) an opinion dated the balance Closing Date, from counsel for Lacus in such form as is satisfactory to LI3, such opinion to confirm that as of the Purchase PriceClosing Date the mining claims comprising the Properties have been validly located and recorded in accordance with all Applicable Laws and Lacus is the sole recorded and beneficial owner of the Properties;
(iid) a certificate issued by the Mining Authorities evidencing that the Properties are in good standing, have been registered in favour of Lacus, compliy with all mining obligations (“regimen ▇▇ ▇▇▇▇ ▇▇▇”) and are free and clear of Saleall Liens, if applicablecharges, and encumbrances;
(iiie) a counterpart to the Closing StatementGuarantees set forth in Section 9.1(a)(i) and 9.1(a)(ii) herein;
(ivf) such organizational a Power of Attorney, pursuant to Section 15.3 hereof.
(g) evidence that the Properties have been surveyed and authorizing documents of Purchaser registered as mines in accordance with Applicable Laws, and therefore eligible to me mortgaged, at LI3’s satisfaction. At the Closing Time, LI3 shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents deliver or cause to be executed by Purchaser delivered to Lacus at the place of the Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's signed by LI3, dated as of the Closing Date confirming the truth and accuracy, in all material respects of LI3’ representations and warranties as set forth out in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information and that the covenants and agreements of which Seller may LI3 to be observed and performed at or before the Closing pursuant to this Agreement have acquired actual knowledge been duly observed and performed in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.all material respects;
Appears in 1 contract
Closing Documents. (a) At Closing, the Closing the Seller shall execute and/or deliver the following closing documents as a condition precedent to Purchaser and/or the Title Company Purchaser's obligation to pay the Purchase Price (as applicablethe "Seller's Closing Documents"):
a) the following:
(i) a covenant deed special warranty deed, in the form of attached Exhibit B ("Deed") recordable form, conveying fee simple title to the Real Property Estate (which shall exclude all of the Restricted Parcel) to Purchaser, or its nominee, subject only to no exceptions other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit in
b) certification that 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 required by § 1445 of the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amendedInternal Revenue Coda;
(vic) a termination corporate resolution authorizing the sale of the Management Agreement (in accordance with the terms thereof); and, Real Estate to the extent the same remain in effect, terminations of all other Terminated ContractsPurchaser;
d) current good standing certificate issued by the Illinois Secretary of State;
e) ALTA Statements;
f) Easement to the Purchaser permitting the Purchaser, its sucessors and assigns to use the surface of the Restricted Parcel for recreational purposes, including construction and use of golf holes (viithe "Restricted Parcel Easement");
g) such organizational Indemnification Agreement of the Seller with respect to any costs and authorizing expenses arising out of any required remediation of the Restricted Parcel;
h) any 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 Company. 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:"Purchaser's Deposits"):
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(viiii) such ALTA Statements. The Seller and the Purchaser shall jointly deposit:
x) State and County, if any, transfer declarations;
y) Closing Statement; and
z) Such other instruments as documents reasonably may be required by the Title Company and which are customarily delivered in the State necessary to effectuate the within this transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Real Estate Sale Contract (Richardson Electronics LTD/De)
Closing Documents. Seller shall have received from Purchaser the following items:
(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 ExceptionsNon-Competition Agreement duly executed by Purchaser, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substance;
(ii) an affidavit of titlethe Assignment and Assumption Agreement duly executed by Purchaser, 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 the Escrow Agreement, duly executed by Purchaser and the Escrow Agent, (iv) the Assignment and Assumption of Lease, duly executed by Purchaser and ▇▇▇▇▇▇ of saleRealty, if applicableLLC, 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment and Assumption of ContractsWarehouse Agreement, duly executed by Purchaser and ▇▇▇▇▇▇ Realty, LLC, (vi) this Asset Purchase Agreement duly executed by Purchaser, (vii) receipt of the Cash Portion of the Purchase Consideration (less the Escrow Amount and any amounts payable to creditors to discharge Encumbrances on the Assets which are not Permitted Encumbrances), (viii) evidence of payment of the Escrow Amount to the Escrow Agent, and (ix) contemporaneous payment of the non-competition payment payable to Seller Principal pursuant to the Non-Competition Agreement;
(vib) In a form and content reasonably satisfactory to Seller, a certificate stating that of the Secretary or an Assistant Secretary of Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and dated as of the Closing DateDate and certifying the resolutions of Purchaser’s Board of Directors attached thereto duly approving and authorizing the execution, as modified by any contradictory information delivery and performance of which Seller may have acquired actual knowledge in this Agreement and the interim, to Purchaser Ancillary Agreements and the level of the standard of knowledge applicable thereto when initially madetransactions and agreements contemplated hereby or thereby; and
(viic) all such other instruments certificates and documents consistent with this Agreement as Seller or its counsel shall have reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequested.
Appears in 1 contract
Closing Documents. The Seller, the Special Shareholder, and the Shareholder shall have delivered, or caused to be delivered to the Purchaser, the documents and instruments described below:
(a) At ClosingA statement by the Seller, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) Special Shareholder, and the followingShareholder that:
(i) The Seller is a covenant deed in the form of attached Exhibit B ("Deed") conveying the Real Property subject to no exceptions other than the Permitted Exceptionscorporation, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute limited liability company, or limited liability partnership validly existing and in accurate substancegood standing under the laws of its state of incorporation;
(ii) an affidavit The execution, delivery, and performance of titlethis Agreement, the form and substance of other Acquisition Documents to 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 Special Shareholder, and/or the form of attached Exhibit C ("▇▇▇▇ of Sale");
(iv) Shareholder are 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 1980party, and the 1984 Tax Reform Actother instruments or documents required to be executed by the Seller, as amended;
(vi) a termination the Special Shareholder, and/or the Shareholder in connection herewith and therewith have been authorized by all necessary corporate and other actions of the Management Agreement Seller, the Special Shareholder (if applicable), and the Shareholder (if applicable) and have been duly executed and delivered by the Seller, the Special Shareholder (if applicable), and the Shareholder (if applicable) and constitute legal, valid, and binding obligations of the Seller, the Special Shareholder (if applicable), and the Shareholder (if applicable) enforceable in accordance with the terms thereof); andtheir terms, to the extent the same remain in effectPurchaser should be able to realize the practical benefits thereof, terminations except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting the enforcement of creditor's rights and except as the availability of suitable remedies may be subject to judicial discretion; Asset Purchase Agreement – Protexure Insurance Agency, Inc. (A Delaware Corporation), et al.
(iii) The consummation of the transactions contemplated by this Agreement, the other Acquisition Documents to which the Seller, the Special Shareholder, and the Shareholder are parties, and all other Terminated Contracts;
(vii) such organizational and authorizing instruments or 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 the Seller, the Special Shareholder, and/or the Shareholder in connection herewith and therewith will not violate or result in a breach of or constitute a default under the Formation Documents, Operating Documents, or other organizational agreements of the Seller, the Special Shareholder (if applicable), and/or the Shareholder (if applicable); and,
(iv) Except for such actions and proceedings as are disclosed to consummate the transaction Purchaser in writing, the Seller, the Special Shareholder, and the Shareholder do not know of any limitation, governmental investigation, actions, or lawsuits, pending or threatened, against or relating to the transactions contemplated by this Agreement;
(viii) Agreement or any other Acquisition Document to which the extent that any Contracts remain in effectSeller, an assignment of all of Seller's rights and interests in the Contracts (other than Terminated Contracts) to Purchaser in Special Shareholder, or the form of attached Exhibit E ("Assignment of Contracts");
(ix) Shareholder is 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementparty.
(b) At ClosingCertified copies of the resolutions adopted by the Seller, Purchaser shall execute and/or deliver to Seller and/or the Title Company Special Shareholder (as applicable) ), and the following:
Shareholder (i) as applicable), or by appropriate committees thereof, and their shareholders or members, as the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Salecase may be, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall may be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in under applicable law, authorizing this Agreement, remain materially truethe other Acquisition Documents, correct and complete in all material respects on the transactions contemplated hereby and thereby.
(c) Certificate from the Secretary of State of Delaware, dated no earlier than January 1, 2023, respecting the good standing of the Seller.
(d) The Operating Documents of the Seller, certified as of the Closing Date, as modified Date by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level a secretary or assistant secretary of the standard of knowledge applicable thereto when initially made; andSeller.
(viie) such Such other instruments documents, instruments, or certificates as shall be reasonably may be required requested by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementits counsel.
Appears in 1 contract
Sources: Asset Purchase Agreement (Amerinst Insurance Group LTD)
Closing Documents. At Closing, Seller, at its expense, shall deliver or cause to be delivered to Buyer the following, as applicable:
(a) At ClosingRelease(s) of liens, Seller shall execute and/or deliver from all lienholders holding liens affecting the Property, except for such liens caused by the activities of the Buyer.
(b) A Warranty Deed in recordable form conveying good and marketable Indefeasible Fee Simple Title (as hereinafter defined) to Purchaser and/or the Property free and clear of all liens and encumbrances, other than Permitted Encumbrances.
(c) Loan payoff letters, Certificates of Satisfaction, releases and reconveyance documents satisfactory to 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, prorationsCompany, and adjustments contemplated by such other affidavits, agreements 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 certifications required by the Title Company to evidence Seller's authority to execute this Agreement and any documents issue the Title Policy (as hereinafter defined).
(d) Seller shall cause to be executed by Seller issued to Buyer, and Buyer shall have received at Closing to consummate the transaction contemplated by this Agreement;
(viii) to the extent that any Contracts remain in effectClosing, an assignment ALTA Form extended coverage Owner Policy 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required Title Insurance issued by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required an irrevocable title commitment by the Title Company to evidence Purchaser's authority issue such policy, in a form acceptable to Buyer, in the amount of the Purchase Price, naming Buyer as the insured, deleting all of the requirements, conditions and standard title exceptions, with insurance as to matter of survey, insuring that Buyer, or its assigns hold indefeasible fee simple marketable record title to the Property without the necessity of obtaining any indemnifications or other security or inducements for issuance of said title policy (herein referred to as “Indefeasible Fee Simple Title”), subject only to the Permitted Encumbrances (the “Title Policy”).
(e) Should any, oil, gas, coal or mineral leases or contracts exist with respect to the Property, Seller and Buyer shall execute this Agreement and any documents deliver an assignment and assumption agreement whereby Seller shall assign and transfer to be executed by Purchaser at Closing Buyer all rights, title and interest of Seller in and to consummate any, oil, gas, coal or mineral leases or contracts with respect to the transaction contemplated Property, whether or not the ▇▇▇▇▇ associated therewith producing income are located on the Property, and Seller shall indemnify Buyer for any defaults by this Agreement;Seller under any such leases or contracts so assigned that accrued or arose on or before the date of the Closing.
(vf) Seller and Buyer shall each execute such other instruments as are customarily executed in the Assignment State where the Property is located to effectuate the conveyance and acceptance of Contracts;property similar to the Property.
(vig) a certificate stating that Purchaser's representations Buyer shall at the conclusion of the Closing pay the Seller the Purchase Price, subject to any credits, prorations and warranties adjustments to the Purchase Price set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Real Estate Purchase Contract
Closing Documents. At the Closing, Sellers shall execute and deliver to Sellers' Attorney:
(a) At Closing, Seller shall execute and/or deliver the Certificate or Certificates for the Shares duly endorsed so as to Purchaser and/or effectively transfer ownership of the Title Company (as applicable) Shares to Purchaser; As security for 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 titleindebtedness, the form and substance of which Purchaser's shares shall be subject signed in blank and delivered, along with the original Leases to the approval of the Title Company sufficient subject premises identified herein, 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 Sellers' attorney, ▇▇▇▇▇ 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("Escrowee");, to be hand in escrow by him as provided for herein. Purchaser shall pay all costs and fees in connection with the filing and preparation of the Security Agreement and forms, including Sellers, attorneys, fees.
(ivb) a counterpart to a closing settlement statement approved by Seller letters of resignation from each director 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 officer of the Management Agreement (in accordance with the terms thereof); andCorporation, 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 effective as of the Closing Date, . 41
(c) the Certificate of Incorporation and other organizational documents of the Corporation.
(d) UCC-l financing statements/forms and other forms necessary to secure Purchaser's indebtedness. The Stock Certificate/Certificates and all other documents shall be held in escrow by Sellers' attorney until such time as full payment is made to the level Sellers. In the event of a default in the payment of any sums due under the Note, the Escrow Agent shall turn over the Stock Certificates and other documents to the Sellers, and said Sellers may then re-enter the premises. In the event of a default, Sellers may declare the entire unpaid principal balance due and payable, and in addition shall have all rights and remedies provided for in the Notes and Security Agreements. In the event Escrowee receives a Notice that there was a default in the payment of any installment due under the Note, upon ten (10) days notice to Purchaser, by Certified Mail, RRR, Escrowee shall deliver the Stock Certificates to Sellers, at which time Sellers may complete the blank endorsement, thereby transferring said shares as directed by Sellers, and Sellers may take possession of the standard of knowledge applicable thereto when initially made;Original Leases to the subject premises. At the Closing, Purchaser shall execute and deliver to Sellers:
(xa) Promissory Note/Notes, Security Agreement, UCC-I's, Guarantee and any other documents needed to secure payment of the Note/Notes. The Security Agreement shall give Sellers a security interest in all original filesproperty, licensesfurniture, permitsfixtures, certificates equipment, merchandise, computers, games, stock, inventory, accounts receivable, bank accounts and all other assets, property and rights of occupancy, keys, access codes and agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementPurchaser.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Assumption Agreement and any documents needed to be executed by effectuate Purchaser at Closing and Guarantors agreement to consummate assume any and all obligations, financial and otherwise of the transaction contemplated by this Agreement;Seller, including but not limited to
(vc) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementGeneral Releases.
Appears in 1 contract
Sources: Sale Agreement (Learners World Inc)
Closing Documents. (ai) Seller. At Closing, Seller shall execute and/or and deliver to Purchaser and/or the Title Company (as applicable) the following:
(ia) a covenant special warranty 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 substanceform acceptable to the Title Insurer;
(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;
(iiib) a "special" or "limited" warranty ▇▇▇▇ of sale, if applicable, conveying all of Seller's right, sale sufficient to transfer to Purchaser title and interest in and to the Tangible Personal Property andand expressly disclaiming any warranties other than as to title as aforesaid;
(c) a letter advising each tenant under the Leases, to and each provider of services under the extent assignableService Contracts, of the Intangible change in ownership of the Property in the form of forms attached hereto as Exhibit C ("▇▇▇▇ of SaleC-1" and Exhibit ")C-2", respectively;
(ivd) a counterpart to a closing settlement statement approved by Seller and Purchaser reflecting of the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement master lease agreement (the "Closing StatementMaster Lease Agreement"), in the form prescribed in Exhibit "C-3" attached hereto;
(ve) a counterpart of the Assignment and Assumption of Leases, Service Contracts, Security Deposits and Intangibles, in the form attached hereto as Exhibit "C-4";
(f) an affidavit stating, under penalty of Seller certifying perjury, Seller's U.S. taxpayer identification number and that Seller is not a "foreign person", as defined in person within the Federal Foreign Investment in Real Property Tax Act meaning of 1980, and Section 1445 of the 1984 Tax Reform Act, as amendedInternal Revenue Code;
(vig) a termination evidence 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 termination of Seller's rights and interests in management contract for the Contracts (other than Terminated Contracts) to Purchaser in the form of attached Exhibit E Property with The ▇▇▇▇▇ Organization, Inc. ("Assignment of ContractsManager");
(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 effective 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing DateClosing; and
(xih) such other instruments a counterpart of the closing statement ("Closing Statement") setting forth the prorations and adjustments to the Purchase Price as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementSection 4(C) below.
(bii) Purchaser. At Closing, Purchaser shall execute and/or and deliver or cause to Seller and/or the Title Company (as applicable) the followingbe delivered to Seller:
(ia) the balance of the Purchase Pricefunds required pursuant to Section 2(B) above;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iiib) a counterpart to of the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Master Lease Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially madeform prescribed in Exhibit "C-3"; and
(viic) such other instruments as reasonably may be required by a counterpart of the Title Company Assignment and which are customarily delivered Assumption of Leases, Service Contracts, Security Deposits and Intangibles, in the State to effectuate form attached hereto as Exhibit "C-4"; and
(d) a counterpart of the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementClosing Statement.
Appears in 1 contract
Sources: Real Estate Sale Agreement (First Capital Institutional Real Estate LTD 2)
Closing Documents. The Seller, Crestline and/or Tenant, as applicable, shall have delivered (or cause to be delivered) to the Purchaser with respect to the applicable Property:
(a) At ClosingA Special Warranty Deed, Seller shall execute and/or deliver duly executed by the Seller, conveying 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 good 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, marketable 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 agreements in Seller's possession pertaining to the Property, free from all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company liens, encumbrances, security interests, options and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery adverse claims of any such instrument kind or document that would increase or expand Seller's obligations or liability character, subject to Purchaser under this Agreement.the Permitted Encumbrances and except as otherwise specifically permitted hereunder;
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the A Warranty ▇▇▇▇ of Sale, if an Assignment of Contracts, an Assignment of Intangible Property and an Assignment of Construction-Related Contracts, each duly executed by Seller (or MI, as applicable), transferring and assigning to Purchaser all rights, title and interest of Seller (and MI, as applicable) in the Assets, together with, to the extent the same are in the Seller's or MI's (or their agent's) possession, original (or copies certified by Seller as true and correct), fully executed copies of all agreement's constituting any of the same;
(iiic) a counterpart to A copy of the Closing StatementLiquidity Facility Agreement duly executed by MI and Tenant and the original of the Assignment of Liquidity Facility Agreement duly executed by Tenant;
(ivd) A copy of the Franchise Agreement with respect to the applicable Property duly executed by MI and Tenant;
(e) A copy of the Management Agreement with respect to the applicable Property duly executed by the applicable Manager and Tenant;
(f) The Lease with respect to the applicable Property duly executed by Tenant;
(g) The Owner Agreement duly executed by MI, the applicable Manager and Tenant;
(h) The Membership Interest Pledge duly executed by Crestline (or, at any Closing occurring after the first Closing, a written certification and acknowledgment by Crestline that the Membership Interest Pledge continues in full force and effect in accordance with its terms and which confirms the inclusion of the applicable Property thereto);
(i) The Guaranty of Purchase Agreement Performance duly executed by Crestline (or, at any Closing occurring after the first Closing, a written certification and acknowledgment by Crestline that the Guaranty of Purchase Agreement Performance continues in full force and effect in accordance with its terms and which confirms the inclusion of the applicable Property thereto);
(j) An original (or if not available, a copy) of the final certificate of occupancy for the applicable Property;
(k) An architect's certificate in respect of the Improvements to the applicable Property in the form attached hereto as Schedule L;
(l) An engineer's certificate in respect of the Improvements to the applicable Property in the form attached hereto as Schedule M;
(m) Certified copies of applicable resolutions and certificates of incumbency with respect to the Seller, MI, Crestline and Tenant and such organizational other persons as the Purchaser may reasonably require;
(n) A certificate of a duly authorized officer of each of MI, Seller, Crestline and authorizing documents Tenant confirming the continued truth and accuracy of its representations and warranties in this Agreement (subject to such changes as Seller has given notice of to Purchaser pursuant to Section 6 and subject to Section 4.2(b));
(o) The Survey for such Property;
(p) The "As-Built" Drawings;
(q) Copies of the Permits (certified by Seller as shall be required true and correct);
(r) Copies of the Contracts (certified by Seller as true and correct);
(s) The original (or if not available, copies) of any and all warranties and guarantees pertaining to the Improvements, specifically including the manufacturer's roof membrane warranty issued with respect to the buildings comprising the Improvements;
(t) The FF&E Schedule;
(u) An owner's affidavit executed by Seller in the usual and customary form of the Title Company for the purpose of satisfying any request for the same in the applicable Title Commitment;
(v) A settlement statement;
(w) Any required bonds and a certificate of substantial completion substantially in the form set forth in AIA Form G704;
(x) A copy of the final "punch-list" work, if any, required upon Substantial Completion of the Improvements for such Property certified by Seller;
(y) Written certification from MI that the Property (including all guest rooms) is Substantially Complete, opened and, in all material respects, fully furnished pursuant to evidence Purchaser's authority to execute this and in compliance with the standards set forth in the Franchise Agreement and any documents the System Standards Manual for the Property, and which shall also certify the number of guest rooms of such Property;
(z) Written certification in form reasonably acceptable to Purchaser from each other party to this Agreement, the Liquidity Facility Agreement, the Pooling Agreement, and the Membership Interest Pledge confirming and ratifying such instruments and their applicability and effectiveness with respect to each Property for which a Closing has previously occurred as well as with respect to the Property or Properties which are the subject of the instant Closing; and
(aa) Such other documents, certificates and other instruments as may be executed by Purchaser at Closing and reasonably required to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementhereby.
Appears in 1 contract
Sources: Purchase and Sale Agreement (CNL Hospitality Properties Inc)
Closing Documents. (a) At Closing, Seller shall execute and/or execute, acknowledge (if necessary) and deliver originals of the following documents to Purchaser and/or the Title Company (as applicable) Escrow Agent one Business Day prior to the followingClosing Date:
(i) a covenant deed 9.2.1.1 A Special Warranty 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 Exhibit C, conveying the Land and Improvements to Purchaser in fee simple utilizing the legal description for the Land set forth on Exhibit A hereto, subject only to the Permitted Exceptions, and subject to the approval provisions of Section 3.2 above (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"Deed");
(iii) a ▇9.2.1.2 Blanket Conveyance, B▇▇▇ of saleSale, if applicableand Assignment in the form and substance of Exhibit D, conveying whereby Seller conveys to Purchaser all of Seller's right, title and .and interest in and to the Personal Property andProperty, if any, free and clear of all liens and encumbrances except Permitted Exceptions (subject to the extent assignableprovisions of Section 3.2 above), the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale");
(iv) a counterpart and Seller assigns to a closing settlement statement approved by Seller Purchaser, and Purchaser reflecting the creditsassumes, 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 obligations under the Service Contracts that Purchaser elects to assume as provided in Section 5.2, Permits, Goodwill and Intellectual Property Rights, and Other Rights to the Contracts (other than Terminated Contracts) to Purchaser extent the same are assignable;
9.2.1.3 An Assignment of Landlord's Interest in Leases in the form and substance of attached Exhibit E E, whereby Seller assigns to Purchaser, and Purchaser assumes, all of Seller's rights and obligations under the Leases as set forth therein;
9.2.1.4 A Certificate of Non-Foreign status ("Assignment of Contracts"one from each individual Seller);
(ix) a 9.2.1.5 A certificate stating that all of 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, Agreement are true and correct and complete in all material respects as if made on the Closing Date in the form and as substance of Exhibit F;
9.2.1.6 A settlement statement showing all of the Closing Datepayments, 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 adjustments and agreements prorations provided for in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing DateSection 9.5 and otherwise agreed upon by Seller and Purchaser; and
(xi) 9.2.1.7 An affidavit for the benefit of the Title Company in the form attached hereto as Exhibit G and incorporated herein by this reference. Seller shall also deliver to the Title Company such other instruments evidence as reasonably may be reasonably required by the Title Company and which are customarily delivered in with respect to (A) the State to effectuate authority of the within transaction; provided that Seller shall not be obligated to cause person(s) executing the delivery deed of conveyance, (B) the payment of any such instrument or document that would increase or expand compensation to Seller's obligations Broker, or liability to Purchaser under this Agreement.
(bC) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (any such other reasonable and customary matters as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall may be required requested by the Title Company in order to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by issue the Title Company and which Policy to Purchaser so long as the same are customarily delivered consistent with the representations made by Seller in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementArticle 6.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Bluerock Residential Growth REIT, Inc.)
Closing Documents. At the Closing, in addition to the documents required under other sections of this Agreement, Seller or HCN, as necessary, shall execute and deliver, as appropriate, the following to Buyer, or Buyer’s designee(s):
(a) At ClosingA special warranty deed to the Real Property, 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 expressly warranting that the Real Property subject to no exceptions other than the Permitted Exceptionsis good, together with a Real Estate Transfer Tax Valuation Affidavit indefeasible, in the form prescribed fee simple, duly executed and acknowledged by statute Seller and in accurate substance;proper form for recording, (the “Deed”).
(iib) 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 A quitclaim ▇▇▇▇ of salesale for the Personal Property (for the avoidance of doubt, if applicableexcepting out the Personal Property located at the Facility and owned by the Operator, conveying property manager, subtenants, and other occupants of the Real Property and/or Facility).
(c) An assignment and assumption of the Master Lease and the related guaranties of certain EEPPMC physicians assigned to Seller and HCN by EEPPMC (“Lease Assignment”) in form satisfactory to the Buyer, Seller and HCN, duly executed and acknowledged, assigning to Buyer all of Seller's ’s and HCN’s right, title and interest in and to the Personal Property and, to the extent assignable, the Intangible Property Master Lease with a complete release of Seller and HCN and an indemnity in favor of Seller and HCN for pre-closing and post-closing liabilities.
(d) A Non-foreign Person Certification in the form attached hereto as Exhibit”F”, as required under Section 1445 of attached Exhibit C ("▇▇▇▇ of Sale");the Internal Revenue Code.
(ive) a counterpart A quitclaim assignment in form and substance mutually satisfactory to a closing settlement statement approved by Seller and Purchaser reflecting the creditsBuyer, 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 duly executed by Seller at Closing Seller, assigning to consummate the transaction contemplated by this Agreement;
(viii) to the extent that any Contracts remain in effect, an assignment of Buyer all of Seller's rights ’s right, title and interests interest in and to the Contracts Contract Rights, Licenses and Permits, Records and Plans, Guarantees and Warranties and any other permits, licenses, plans, authorizations and approvals relating to ownership of the Property.
(other than Terminated Contractsf) to Purchaser A mutual release of all claims (the “Release”), in the form attached as Exhibit “E”, between Operator, Seller, HCN, and their respective affiliates, successors, assigns, from all claims, demands, causes of attached Exhibit E action, losses, damages liabilities, costs and expenses ("Assignment including reasonable attorneys’ fees and court costs) (collectively, the “Claims”) with respect to the Master Lease and that certain promissory note payable in favor of Contracts"HCN in the amount of Three Million Six Hundred Ninety Thousand Forty-Five and 30/100 Dollars ($3,690,045.30);, dated October 8, 2010 (“Note”) provided by the Operator to HCN; provided, however, the Release shall not release Operator for any and all obligations under the Note assigned pursuant to Section 12(g); provided further, however, the Release shall not release Seller, HCN or Operator for any Claim arising out of or in connection with fraud or intentional misrepresentation by such party.
(ixg) An assignment of the Note to Foundation Surgical Hospital Affiliates, L.L.C. duly executed and acknowledged, assigning to Foundation Surgical Hospital Affiliates, L.L.C. all of Seller’s and HCN’s interest in and to the Note with a complete release of Seller and HCN, and a release and termination of that certain leasehold deed of trust granted by EEPPMC in favor of HCN, dated October 8, 2010 and recorded on October 8, 2010 as Document No. 20100072971 in the Official Records of El Paso County, Texas, as security for the repayment of the Note, in form satisfactory to the Buyer, Seller and HCN, FSHA and EEPPMC, and duly executed and acknowledged by HCN.
(h) A certificate stating certifying that Seller's the representations and warranties set forth in Paragraph 6(a) of this AgreementSeller, 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, are true and correct and complete in all material respects on and as of the Closing Dateand shall survive Closing for a period of six (6) months.
(i) An affidavit of title in favor of the Title Company, together with such other affidavits as modified are reasonably required by any contradictory information of which Seller may have acquired actual knowledge Buyer’s title insurer, in the interimforms used by such title insurance company.
(j) A owner’s policy of title insurance using the most current ALTA Policy Form, or Texas equivalent, or a binding, unconditioned “▇▇▇▇-up” of the Title Commitment, each or either showing title to the level Property to be in the condition required by Section 4 hereof.
(k) A Closing Statement accurately setting forth the financial terms of this transaction and a summary of the standard of knowledge applicable thereto when initially made; andPurchase Price (the “Closing Statement”).
(viil) such Such other instruments documents as reasonably may be reasonably required by the Title Company and which are customarily delivered to consummate this transaction in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under accordance with this Agreement.
Appears in 1 contract
Sources: Agreement of Sale and Purchase (Physicians Realty Trust)
Closing Documents. At the closing Seller shall execute and deliver to Purchaser:
(a) At Closingthe certificate or certificates for the Shares, duly endorsed so as to effectively transfer ownership of the Shares to Purchaser, together with all appropriate Federal and State transfer tax stamps affixed (subject to the obligation of Purchaser to deposit the Shares with Seller shall execute and/or deliver to Purchaser and/or in accordance with the Title Company (as applicable) provisions of the following:Stock Pledge Agreement)
(ib) a covenant deed in letters of resignation from each director and officer of the form Corporation, effective as of attached Exhibit B ("Deed") conveying the Real Property subject to no exceptions other than the Permitted Exceptionsclosing hereunder, together with a Real Estate Transfer Tax Valuation Affidavit certificate of the resigning secretary of the Corporation, duly certified by the resigning president and each resigning director of the Corporation, certifying that at a meeting of the directors of the Corporation, duly called and held and at which a quorum was present, the resignation of the officers and directors thereof was accepted, and that there were duly elected in the form prescribed by statute place thereof, effective as of the closing hereunder, such persons as Purchaser theretofore shall have designated in writing as officers and in accurate substance;directors of the Corporation
(iic) an affidavit the Certificate of title, the form and substance of which shall be subject to the approval Incorporation or other organizational documents 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 1980Corporation, and the 1984 Tax Reform ActBylaws, as amended;minute book, stock certificate book, and seal of the Corporation; any bills, vouchers, records showing the ownership of the furniture, furnishings, equipment, other property used in the operation of the Corporation; and all other books of account, records and contracts of the Corporation
(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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xid) such other instruments in form and substance satisfactory to Purchaser's attorney as reasonably may be required by the Title Company necessary or proper to transfer to Purchaser good and which are customarily delivered marketable title to all other ownership interests in the State Corporation to effectuate be transferred under this agreement At the within transaction; provided that closing Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability deliver to Purchaser under all keys for the business. Seller shall do all further acts and things as may be necessary, or reasonably requested by Purchaser, to consummate the transactions contemplated by this Agreement.
(b) agreement, including the acquisition of possession of the Corporation. Seller shall advise Purchaser of, and cause to be delivered to Purchaser, all trade secrets and proprietary information pertaining to the business. At Closing, the closing Purchaser shall execute and/or and deliver to Seller and/or the Title Company (as applicable) the followingSeller:
(ia) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of SalePromissory Note, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Stock Pledge Agreement, Security Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth UCC Financing Statements provided for in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.Article 2 hereof
Appears in 1 contract
Sources: Agreement of Purchase and Sale of Stock (Vianet Technology Group LTD)
Closing Documents. (a) At Closing, Seller shall execute and/or and deliver to Purchaser and/or at the Title Company (as applicable) Closing the followingfollowing documents:
(i1) a covenant bargain and sale deed in the form of attached Exhibit B ("Deed") conveying with covenants to 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;“Deed”).
(ii2) an affidavit of title, a certificate from Seller certifying the form and substance of which shall be subject to the approval information required by Section 1445 of the Title Company sufficient Internal Revenue Code and the regulations issued thereunder to remove or modify as is customary all establish, for the purposes of the standard pre-printed exceptions which do not require a survey to delete or modify;
(iii) a ▇▇▇▇ of salesatisfying Buyer’s tax withholding obligations, 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 Internal Revenue Code §1445(f)(3) (the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended“FIRPTA Certificate”);
(vi3) a termination New York State Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate and Certification of Exemption from the Payment of Estimated Personal Income Tax (Form TP-584); and
(4) a New York State Real Property Transfer Report.
(b) Buyer shall execute and deliver at the Closing the following documents:
(1) a New York State Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate and Certification of Exemption from the Payment of Estimated Personal Income Tax (Form TP-584); and
(2) a New York State Real Property Transfer Report.
(c) Seller and Buyer shall each execute and deliver at Closing such other instruments as are reasonably required by Title Company or otherwise required for Closing and to consummate the purchase of the Management Agreement (Property in accordance with the terms thereof); andhereof, including, without limitation, an agreement (the “Designation Agreement”) designating Title Company as the “Reporting Person” for the transaction pursuant to Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder, and executed by Seller, Buyer and Title Company. The Designation Agreement shall comply with the requirements of Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder.
(d) Contemporaneously with Closing, Seller shall deliver to Buyer the following, to the extent the same remain in effect, terminations of all other Terminated Contracts;
(vii) such organizational Seller’s possession or control 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 not previously delivered: the Contracts originals (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(aor copies) 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, any governmental licenses, permits, certificates of occupancy, keys, access codes permits and agreements in Seller's possession pertaining approvals held by Seller relating to the Property, ; and all keys to the improvements of which the Real Property. All the foregoing shall be delivered to Purchaser within one (1) business day after become the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery property of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementBuyer at Closing.
(be) At Contemporaneously with Closing, Purchaser Seller shall execute and/or deliver pay, or require Buyer to Seller and/or the Title Company (as applicable) the following:
(i) pay, with a credit to the balance of the Purchase Price;
(ii) Price due at Closing, any and all New York State real property transfer taxes in connection with the ▇▇▇▇ conveyance of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser Real Property as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as Article 31 of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementTax Law.
Appears in 1 contract
Closing Documents. (a) At ClosingWithout limiting the generality of Section 8 hereof, Seller the closing shall execute and/or deliver be subject to Purchaser and/or delivery of each of the Title Company (as applicable) the followingfollowing documents:
(i) a covenant deed An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of Delaware and stating that the information contained in the form of attached Exhibit B ("Deed") conveying the Real Property subject to no exceptions other than the Permitted ExceptionsProspectus Supplement, 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 relating to the approval of Mortgage Loans and 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 Actapplicable loan portfolio, 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 is true 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 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 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 as 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 and the Underwriters may rely, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the level of the standard of knowledge applicable thereto when initially madePurchaser;
(xc) all original filesAn Opinion of Counsel of the Seller, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Underwriters;
(d) Such opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating Agencies 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 Underwriters may rely;
(e) An Indemnification Agreement among the Master Servicer, the Depositor and the Seller;
(f) A letter from Deloitte, 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”, “Yield on the Certificates”, “Description of the Certificates”, “Pooling and Servicing Agreement—The Seller”, Annex II and Annex III agrees with the records of the Seller;
(g) A letter from KPMG, 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 caption “Pooling and Servicing Agreement—The Master Servicer” agrees with the records of the Master Servicer;
(h) The Seller shall deliver for inclusion in the Prospectus Supplement, under the captions “The Mortgage Pool—Underwriting Standards of the Originator” and “Pooling and Servicing Agreement—The Seller” or for inclusion in other offering material such publicly available information regarding its financial condition, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information;
(i) The Master Servicer shall deliver for inclusion in the Prospectus Supplement under the caption “Pooling and Servicing Agreement—The Master Servicer” or for inclusion in other offering material approved by the Master Servicer certain publicly available information regarding its financial condition and its mortgage loan delinquency, foreclosure and loss experience and servicing and collection practices, and similar nonpublic, unaudited financial information; and
(xij) such other instruments Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementrequest.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Closing Documents. Sellers shall have delivered to Buyer the following documents, each in form and substance reasonably satisfactory to Buyer and its counsel:
(a) At Closingsuch deeds, Seller bills of sale, enforcements, assignments and other good and sufficient instruments of sale, transfer, conveyance and assignment as shall execute and/or deliver be necessary to Purchaser and/or sell, transfer, convey and assign to the Title Company Buyer, in accordance with the terms hereof, title to the Assets, free and clear of all Liens (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 ExceptionsLiens) including without limitation, 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 applicableassignment and assumption agreement, conveying all of Seller's right, title and interest in and to the Personal Property and, to the extent assignable, the Intangible Property substantially in the form of attached Exhibit C B hereto (the "▇▇▇▇ of SaleSale and Assumption Agreement");
(ivb) a counterpart the certificates representing the Subsidiary Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank.
(c) all consents, waivers, licenses, permits, approvals and authorizations from parties to a closing settlement statement approved any Contract with Sellers or any Subsidiary required in connection with the performance by each Seller and Purchaser reflecting the creditsof its obligations under this Agreement, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement")which are set forth on Schedule 7.8(c) attached hereto;
(vd) 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 certified copies of the Management Agreement (in accordance with resolutions of the terms thereof); andBoard of Directors of the Sellers authorizing the sale of the Assets being transferred by Sellers pursuant hereto, to the extent the same remain in effect, terminations of all other Terminated Contracts;
(vii) such organizational execution 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) delivery of this Agreement, as modified the Seller Ancillary Agreements and all other documents delivered in connection herewith by officers of the Purchaser's Contradictory Knowledge (as defined in Paragraph 6(a)Sellers and the consummation of the transactions contemplated hereby and thereby, remain materially true, correct and complete in all material respects on a certificate of the Secretary of the Sellers certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date, to the level of the standard of knowledge applicable thereto when initially made;
(xe) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining a certificate from Sellers to the Propertyeffect set forth in Sections 7.1, all of which shall be delivered to Purchaser within one (1) business day after 7.2 and 7.4 hereof, dated the Closing Date, signed on behalf of Sellers by duly authorized officer, thereof; and
(xif) such other instruments as reasonably may be required by an executed copy of the Title Company License and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Transition Services Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vig) a certificate from a senior officer of the Parent stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as the Board of Directors of Parent had received the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementFinancial Advisor Letter.
Appears in 1 contract
Sources: Asset Purchase Agreement (Caribiner International Inc)
Closing Documents. (a) At ClosingOn or before the applicable Closing Date for a Site, Seller shall execute and/or deliver will deposit the following into escrow with respect to Purchaser and/or the Title Company such Site (as applicable) the following), with all documents having been duly executed and, if to be recorded, acknowledged by Seller:
(i) a covenant deed Special Warranty Deed (or the state-specific counterpart thereof) in the form of attached to this Agreement as Exhibit B ("the “Deed"”) conveying executed by the Real Property subject to no exceptions other than applicable Selling Entity, with Buyer or the Permitted Exceptionsapplicable designee, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substanceif applicable, as grantee;
(ii) an affidavit Assignment and Assumption of title, Leases in the form attached to this Agreement as Exhibit C executed by the applicable Selling Entity, with Buyer and substance the applicable designee, if applicable, as the counterparty (the “Assignment 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 modifyLeases”);
(iii) a ▇B▇▇▇ of sale, if applicable, conveying all Sale and Assignment 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 to this Agreement as Exhibit C D executed by the applicable Selling Entity, with Buyer and the applicable designee, if applicable, as the counterparty ("▇▇▇▇ of Sale"the “General Assignment”);
(iv) a counterpart if applicable, an Assignment and Assumption of Contracts in the form attached to a closing settlement statement approved this Agreement as Exhibit E executed by the applicable Selling Entity, with Buyer and the applicable designee, if applicable, as the counterparty (the “Assignment of Contracts”); Agreement of Purchase and SaleCMFT Portfolio 50
(v) all documents required of the applicable Selling Entity and any Seller and Purchaser reflecting Affiliate by any Loan Assumption Approval to effectuate the credits, prorationsassignment to, and adjustments assumption by, Buyer of the corresponding Loan;
(vi) Loan Assumption Approvals for all Loan Assumptions;
(vii) such disclosures, filings (including any transfer tax filings and related documentation) and reports (including Tax reporting and withholding certificates) as are required of Seller by applicable state and local law in connection with the conveyance of the applicable Site;
(viii) a notice to be given to the applicable Tenants stating that the Site has been sold to Buyer and that, after the Closing, all rents should be paid to or as directed by Buyer;
(ix) a confirmation pursuant to Section 1445(b)(2) of the Code that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code;
(x) Seller’s “Owner’s Certification” as contemplated by or specifically provided for Section 2.2(e) in the form attached to this Agreement as Exhibit A;
(xi) Seller’s counterpart signature to the closing statement prepared by Escrow Agent which shall include the applicable prorations and adjustments calculated in accordance with the terms of this Agreement (the "“Closing Statement"”);
(xii) resolutions, certificates of good standing and such other organizational documents as the Title Company may reasonably require to evidence such Seller’s authority to consummate the transactions contemplated hereby;
(xiii) an updated Rent Roll, and updated Delinquency Report and List of Prepaid Rents, each as of a date that is no earlier than the last day of the month preceding the month in which the applicable Closing Date occurs;
(xiv) to the extent assignable, any unapplied Security Deposits (except any such Security Deposits held in the form of cash, with respect to which Buyer shall receive a credit at the Closing) (which, in the case of any assignable letters of credit shall mean the original letters of credit, together with the related transfer documentation completed; with respect to any non-assignable letters of credit that constitute unapplied Security Deposits, Seller shall reasonably cooperate, as no material cost to Seller, with Buyer’s efforts to replace such letters of credit after the Closing, including by returning such letters of credit to the applicable Tenants in connection with Buyer’s receipt of replacement letters of credit); Agreement of Purchase and SaleCMFT Portfolio 51
(xv) Tenant files in Seller’s possession (which files may, if not readily deliverable to Buyer as of the applicable Closing Date, be delivered to Buyer within a reasonable time following the applicable Closing Date);
(xvi) if Seller elects to receive OP Units, the OP Consideration Documents, duly executed by Seller;
(xvii) a “bring-down” certificate in which Seller remakes each representation and warranty in Section 4.1, duly executed by Seller; and
(xviii) such other documents as may be specifically required under this Agreement, and such other customary documents as are necessary and appropriate to effect the Closing and are reasonably acceptable to Seller.
(b) On or before the applicable Closing Date for a Site, Buyer will deposit the following into escrow with respect to such Site (as applicable), with all documents having been duly executed and, if to be recorded, acknowledged by Buyer:
(i) the Allocated Purchase Price, as adjusted and reflected in the closing settlement statement agreed upon by Buyer and Seller;
(ii) counterparts of the Assignment of Leases, the General Assignment, and the Assignment of Contracts (if any);
(iii) all documents required of Buyer by any Loan Assumption Approval to effectuate the assignment to, and assumption by, Buyer of the corresponding Loan;
(iv) such disclosures, filings (including any transfer tax filings and related documentation) and reports (including Tax reporting and withholding certificates) as are required of Buyer by applicable state and local law in connection with the conveyance of the applicable Site;
(v) an affidavit of If Seller certifying that Seller is not a "foreign person"elects to receive OP Units, the OP Consideration Documents, duly executed by Buyer, AFIN Buyer and/or AFIN, as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amendedapplicable;
(vi) a termination of the Management Agreement (“bring-down” certificate in accordance with the terms thereof); andwhich Buyer remakes each representation and warranty in Section 4.2, to the extent the same remain in effect, terminations of all other Terminated Contractsduly executed by Buyer;
(vii) such organizational transfer tax documentation to be delivered by each state in which a Site is located, duly executed by Buyer; and
(viii) such other documents as may be specifically required under this Agreement, and authorizing such other customary documents of Seller as are necessary and appropriate to effect the Closing and are reasonably shall be required by acceptable to Buyer.
(c) The Parties agree that the Title Company form documents attached as exhibits to evidence Seller's authority to execute this Agreement and any documents are acceptable to be executed by Seller at Closing to consummate accomplish the transaction conveyances contemplated by this Agreement;
. The acceptance by Buyer of a Deed to a Site (viiiand the other Closing Documents applicable to such Site required to be delivered by Seller) at the Closing of such Site shall be deemed to be a full performance and discharge of every obligation on the extent that any Contracts remain in effectpart of Seller to be performed under this Agreement with respect to such Site, an assignment of all of Seller's rights and interests in the Contracts (other than Terminated Contracts) those that are specifically stated in this Agreement to Purchaser survive the Closing. The Parties may agree, each 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 Agreementtheir reasonable discretion, 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 to utilize “blanket” documents applicable to multiple Sites for certain of the Closing Date, to Documents other than 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementDeeds.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (American Finance Trust, Inc)
Closing Documents. (a) At Closing, Seller shall execute and/or deliver The obligations of the Underwriters hereunder to Purchaser and/or purchase the Title Company (as applicable) Firm Shares and Flow- Through Shares at 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 Closing Time shall be subject to the approval of the Title Company sufficient to remove or modify as is customary conditional upon 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) and other statements of this Agreementthe Corporation herein being, 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 at and as of the Closing DateTime, to true and correct in all material respects, the level of Corporation having performed in all material respects, at the standard of knowledge applicable thereto when initially made;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining to the PropertyClosing Time, all of which shall its obligations hereunder theretofore to be delivered to Purchaser within one (1) business day after performed and the Underwriters receiving at the Closing Date; andTime:
(xia) favourable legal opinions of the Corporation’s counsel and the Underwriters’ counsel addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, with respect to such other instruments matters as the Underwriters may reasonably may be required by request relating to the Title Company Corporation, the offering of the Offered Shares and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closingtransactions contemplated hereby, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the followingincluding, without limitation, that:
(i) the balance Corporation has been duly incorporated, amalgamated or formed, as the case may be, and is validly subsisting under the laws of the Purchase Pricejurisdiction of its incorporation, amalgamation or formation, as the case may be, and has all requisite corporate or partnership capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets;
(ii) the ▇▇▇▇ Corporation has full corporate power and authority to enter into this Agreement and the Flow-Through Subscription Agreements and to perform its obligations set out herein and therein and this Agreement, and the Flow-Through Subscription Agreements have been duly authorized, executed and delivered by the Corporation and each of Salethis Agreement and the Flow-Through Subscription Agreements constitutes a legal, if applicablevalid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to laws relating to creditors’ rights generally and except as rights to indemnity may be limited by applicable law;
(iii) the execution and delivery of this Agreement and the Flow-Through Subscription Agreements and the fulfillment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of this Agreement and the Flow-Through Subscription Agreements by the Corporation does not and will not result in a counterpart breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under: (a) any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein; (b) any term or provision of the articles, by-laws or other constating documents, as applicable, of the Corporation; (c) of which counsel is aware, any resolutions of the shareholders or partners, as applicable, or directors (or any committee thereof) of the Corporation; (d) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Closing StatementCorporation is a party or by which it is bound; or (e) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or its properties or assets;
(iv) such organizational the Offered Shares have been validly issued as fully paid and authorizing documents non- assessable Common Shares of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement Corporation and any documents to be executed by Purchaser at Closing the Over-Allotment Option has been duly and to consummate the transaction contemplated by this Agreementvalidly created and authorized;
(v) the Assignment Corporation is a “reporting issuer” not in default of Contractsany requirement of the Securities Act (Alberta) and the regulations thereunder and has a similar status under the Canadian Securities Laws of each of the other Qualifying Provinces;
(vi) the attributes of the Offered Shares and the Over-Allotment Option conform in all material respects with the description thereof contained in the Prospectuses;
(vii) the Offered Shares are eligible investments as set out under the heading “Eligibility for Investment” in the Prospectuses;
(viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Canadian Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Shares for distribution and sale to the public in each of such Qualifying Provinces by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of such Canadian Securities Laws and to qualify the Over-Allotment Option for distribution to the Underwriters in each of the Qualifying Provinces;
(ix) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Canadian Securities Laws;
(x) subject to the qualifications set out therein, the statements in the Prospectus under the heading “Certain Canadian Federal Income Tax Considerations” constitute a fair summary of the principal Canadian federal income tax consequences arising under the Tax Act to persons referred to therein who hold Offered Shares;
(xi) the Offered Shares are conditionally listed and, upon notification to the Exchange of the issuance and sale thereof and fulfillment of the conditions of the Exchange, will be listed and posted for trading on the Exchange;
(xii) Olympia Trust Company has been duly appointed by the Corporation as the transfer agent and registrar for the Common Shares;
(xiii) the form and terms of the definitive certificates representing the Common Shares have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including the requirements of the Exchange) relating thereto;
(xiv) excluding the effect of any agreements or arrangements to which the Corporation is not a party and of which it is unaware, the Flow-Through Common Shares are “flow-through shares” as defined in subsection 66(15) of the Tax Act and will not constitute “prescribed shares” or “prescribed rights” for purposes of Regulation 6202.1 of the Regulations of the Tax Act;
(xv) the authorized and issued capital of the Corporation; and as to all other legal matters, including compliance with Canadian Securities Laws, in any way connected with the issuance, sale and delivery of the Offered Shares as the Underwriters may reasonably request. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation’s auditors as to relevant matters of fact. It is further understood that the Underwriters’ counsel may rely on the opinion of the Corporation’s counsel as to matters which specifically relate to the Corporation or the Offered Shares, including the issuance of the Offered Shares;
(b) if any Firm Shares or Option Shares are sold in the United States, a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Corporation’s special United States legal counsel, dated the Closing Date or any Additional Closing Date, as applicable, addressed to the Underwriters, in form and substance acceptable to the Underwriters and their counsel, acting reasonably, to the effect that no registration of the Firm Shares or the Option Shares will be required under the U.S. Securities Act in connection with (i) the offer, sale and delivery of the Firm Shares or Option Shares, as applicable, in the United States or (ii) the initial re-offer and resale of the Firm Shares or the Option Shares, as applicable, by the Underwriters through their U.S. Affiliates in the United States, provided, in each case, that such offers, sales and deliveries are made in accordance with Schedule “B” to this Agreement;
(c) a certificate stating that Purchaser's of the Corporation dated the Closing Date addressed to the Underwriters and signed on behalf of the Corporation by the President and Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that:
(i) the Corporation has complied with and satisfied in all material respects all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;
(ii) the representations and warranties of the Corporation set forth in this Agreement, remain materially true, Agreement and the Flow-Through Subscription Agreements are true and correct and complete in all material respects on at the Closing Time, as if made at such time; and
(iii) no event of a nature referred to in subsections 6(a), 6(b), 11(a)(i), 11(a)(ii), 11(a)(iii) or 11(a)(vi) has occurred or to the best of the knowledge, information and belief of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Underwriters’ opinion);
(d) a comfort letter of the Corporation’s auditors and those other auditors required to provide a “comfort letter” pursuant to subsection 4(c) addressed to the Underwriters and dated the Closing Date, as modified by any contradictory satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information of which Seller may have acquired actual knowledge contained in the interim, comfort letters referred to in subsection 4(c) hereof up to the level Closing Time, which comfort letters shall be based on the Corporation’s auditors’ or other applicable auditor’s review, each such review having a cut-off date of not more than two Business Days prior to the Closing Date;
(e) evidence satisfactory to the Underwriters that the Offered Shares have been conditionally listed on the Exchange, and upon notice to the Exchange shall be posted for trading as at the opening of business on the Closing Date or first trading date after notice of the standard issuance of knowledge applicable thereto when initially madethe Offered Shares;
(f) executed copies of the Flow-Through Subscription Agreements; and
(viig) such other instruments certificates and documents as reasonably the Underwriters may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequest, acting reasonably.
Appears in 1 contract
Sources: Underwriting Agreement
Closing Documents. At the Closing (a) At Closingor at such earlier times as otherwise specified in this Agreement), Seller shall execute and/or deliver (or cause to Purchaser and/or the be delivered) to Title Company (for disbursement to Purchaser, as applicable) the following:
(i) a covenant deed A special warranty deed, in the form of Schedule I attached Exhibit B ("Deed") conveying hereto, with respect to the portion of the Real Property subject and the Improvements held in fee, and an assignment and assumption of leases agreement, in the form of Schedule P attached hereto with respect to no exceptions the portion of the Real Property and the Improvements held in leasehold, duly executed and acknowledged by Owner, conveying good and marketable title to the Real Property and the Improvements, free from all liens and encumbrances other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substanceEncumbrances;
(ii) an affidavit Bills of titleSale duly executed by each of Owner and Tenant to Purchaser or otherwise as directed by Purchaser, and Assignment Agreements from duly executed by Owner and Tenant to Purchaser or otherwise as directed by Purchaser, in the form forms set forth in Schedule J-1 and substance of which shall be subject Schedule J-2 attached hereto, with respect to the approval of the Title Company sufficient to remove or modify as is customary all of Seller’s right, title and interest in, to and under the standard pre-printed exceptions which do not require a survey to delete or modifyProperty (other than the Real Property);
(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")A FIRPTA Certificate executed by Owner;
(iv) a counterpart Written evidence reasonably satisfactory to a closing settlement statement approved by Seller Purchaser that the Lease has been terminated and Purchaser reflecting the credits, prorations, and adjustments contemplated by is of no further force or specifically provided for in this Agreement (the "Closing Statement")effect;
(v) an affidavit An ALTA Statement, if required, together with any other affidavits of Seller certifying that Seller is not a "foreign person", as defined in title required by the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amendedTitle Company executed by Owner;
(vi) a termination of To the Management Agreement (in accordance with the terms thereof); and, extent not previously delivered to Purchaser and to the extent the same remain are in effectSeller’s possession or control, terminations an original copy of all other Terminated Contractseach of the Ground Leases, Contracts and Permits and Approvals, including, without limitation, any contracts entered into by Owner after the date hereof and in accordance with Section 8 hereof, if any;
(vii) such organizational All plans and authorizing documents specifications concerning the Property in Seller’s possession and control;
(viii) A closing statement executed by Seller;
(ix) Resolutions of Seller as reasonably shall be required Owner and Tenant, certified by the Title Company to evidence Seller's authority to execute secretary of such entity as having been duly and validly adopted and in full force and effect authorizing the execution and delivery of this Agreement and any documents to be executed by Seller at Closing to consummate the transaction transactions contemplated by this Agreement;
(viiix) Certificates of good standing (or equivalent) of each of Owner and Tenant issued by the Secretary of Sate of the States of Delaware and Texas, dated not more than thirty (30) days prior to the extent that any Closing Date, and certified copies of the Articles of Incorporation and Bylaws of Owner, and of the Articles of Formation and Operating Agreement of Tenant, each dated as of the Closing;
(xi) A notice to the counter-parties to the Ground Leases, Contracts remain and to all parties required under the documents provided with the Title Commitment, in effectaccordance with same, an assignment advising of the Closing and directing all future communications to be directed to Purchaser;
(xii) An original estoppel certificate duly executed by each of Seller's rights and interests in the Contracts (other than Terminated Contracts) tenants to Purchaser the Space Lease, in the form of Schedule J-3 attached Exhibit E hereto;
("xiii) A duly executed Assignment and Assumption of the Economic Development Program Agreement in a form reasonably acceptable to the parties hereto and the City of Fort Worth (the “Assignment of Contracts"EDPA”), and a copy of the consent of the City of Fort Worth to the execution, delivery and performance of such Assignment of EDPA;
(xiv) A duly executed Joinder in the form of Schedule S attached hereto executed by Capital Hotel Investments, LLC, a Delaware limited liability company;
(xv) Combinations to all safes, keys, codes and passcards relating to the operation of the Real Property and the business conducted thereon;
(xvi) A termination of any memorandum of lease evidencing the Lease, in the proper form for recording in the appropriate jurisdiction(s);
(ixxvii) a A certificate stating that Seller's representations and warranties set forth in Paragraph 6(a) of this Agreement, as modified regarding the Ground Leases duly executed 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 General Manager 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 agreements in Seller's possession pertaining to hotel operated at the Property, all of in form and substance substantially the same as that certificate attached hereto as Schedule V, and which shall be delivered inure to the benefit of Purchaser within one (1) business day after the Closing Date; andand Purchaser’s designated lender and their respective successors and assigns.
(xixviii) such Such other documents or instruments as are reasonably may be necessary and consistent with local practice (such as affidavits or certificates normally required by title insurers) in order to carry out the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser transactions contemplated under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (DiamondRock Hospitality Co)
Closing Documents. The Village agrees to convey the Village Parcel to the Purchaser by a recordable Quit Claim Deed (a) At Closingthe "Deed"), Seller subject only to the Permitted Exceptions. On the Closing Date, the obligations of the Purchaser and Village shall execute be as follows: The Village shall deliver or cause to be delivered to the Title Company: the original executed and properly notarized Deed, and Plat Act Affidavit, if required; the original executed and properly notarized Affidavit of Title, Warranty and Covenant; the original executed and properly notarized Non-Foreign Affidavit; counterpart originals of the Village’s closing statement; such other standard closing documents or other documentation approved by the Village, in the Village’s reasonable discretion, and/or deliver to Purchaser and/or required by applicable law or the Title Company (as applicable) to effectuate the following:
(i) a covenant deed in the form of attached Exhibit B ("Deed") conveying the Real Property subject to no exceptions transaction contemplated hereby, including, without limitation, ALTA statements and GAP Undertaking, such 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 documentation 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 issue Purchaser its owners title insurance policy in accordance with the Proforma Title Policy and any documents to be executed by Seller at Closing to consummate in the transaction contemplated by this Agreement;
(viii) amount of the Purchase Price insuring the fee simple title to the extent that any Contracts remain in effect, an assignment of all of Seller's rights and interests Property 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, subject only 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 agreements in Seller's possession pertaining Permitted Exceptions. Purchaser shall deliver or cause to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) Company: the balance of the Purchase Price;
(ii) , plus or minus prorations; counterpart originals of Village's closing statement; ALTA Statement and such other standard closing documents or other documentation approved by the Purchaser, in Purchaser’s reasonable discretion, and/or as is required by applicable law or the Title Company to effectuate the transaction contemplated herein. The parties acknowledge that as the Village is a governmental entity, this transaction is exempt from any State, County or local real estate transfer tax pursuant to 35 ILCS 200/31-45(b). The Village is obligated to furnish completed Real Estate Transfer Declarations signed by the Village and the Purchaser in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois and ▇▇▇▇ of SaleCounty. Unless otherwise provided herein, if applicable;
(iii) a counterpart to the all Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as Costs shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as responsibility of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Real Estate Agreement
Closing Documents. (a) At the Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) do or perform the following:
(a) Execute, acknowledge and deliver to Purchaser a warranty deed or Trustee's Deed (if appropriate) sufficient to convey fee simple title to the Real Estate and Improvements to Purchaser or its nominee, subject only to the Permitted Exceptions, which shall be in form for recording.
(b) Execute, acknowledge and deliver to Purchaser an assignment and bill ▇▇ sale, assigning, conveying and warranting to Purchaser title to the Personal Property and the Intangible Personal Property, free and clear of all liens and encumbrances other than the Permitted Exceptions.
(c) Execute, acknowledge and deliver to Purchaser two counterparts of an assignment in recordable form) by Seller of the Leases to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys' fees) arising in connection with the Leases relating to the period prior to Closing, including without limitation, claims for the return of security deposits held with respect to the Leases and those leases of the Project which expired prior to Closing, to the extent that such security deposits are not credited to Purchaser at Closing. Said assignment shall be accompanied by the original or duplicate original of each such Lease, as the same may have been amended or modified.
(d) Execute, acknowledge and deliver to Purchaser letters to each of the tenants of the Project advising of the sale of the Project to Purchaser, notifying and directing payment of all rent and other sums due from tenants, from and after the Closing Date to be made to Purchaser or at its direction, in form prepared by Purchaser and approved by Seller, which approval shall not be unreasonably withheld.
(e) Deliver to Purchaser executed assignments by Seller of all of its rights and interests under all Contracts, which Purchaser elects to keep in effect, together with the original or duplicate original (or copies if no original is available) thereof.
(f) Deliver to Purchaser estoppel letters in form prepared or approved by Purchaser from each tenant under the Leases, certifying, among other things, that the applicable Lease is (i) a covenant deed unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that the Lease as so modified is in full force and effect), and the date to which the rent and other charges are paid in advance, if any, (ii) acknowledging that there are not, to such tenant's knowledge, any uncured defaults on the part of landlord thereunder, or specifying such defaults if any are claimed, (iii) setting forth the date of commencement of the lease term, the date of commencement of rent thereunder, the expiration of the lease term, and all renewal rights, and (iv) acknowledge that such tenant has no right to acquire any other interest in such space, including, but not limited to any fee interest, pursuant to such lease or otherwise. Further, Seller shall furnish to Purchaser photocopies of all checks received from tenants under Leases for their rent payments for the month of Closing or the most current rent payment period and landlord estoppel letters, if no tenant estoppel letters are obtained.
(g) Execute, acknowledge and deliver to Purchaser the affidavit or certificate relating to Seller's representations and warranties contemplated by Paragraph 7 above.
(h) Deliver to Purchaser copies of any building plans and specifications in Seller's possession.
(i) Deliver possession of the Project subject, however, to the rights of tenants under their respective Leases.
(j) Deliver to Purchaser all Governmental Approvals and copies of all certificates issued by the local board of fire underwriters (or other body exercising similar 16 84 functions), and the original of each bill ▇▇▇ current real estate taxes, together with proof of payment thereof (if any of the same have been paid).
(k) Deliver keys to all locks located in the form Project (and an accounting for keys in possession of attached Exhibit B others) subject, however, to the rights of tenants under their respective Leases.
("Deed"l) conveying Execute, acknowledge and deliver an Affidavit of Title.
(m) The Title Policy issued by the Real Property subject to no Title Insurer in the amount of the Purchase Price, with such endorsements and otherwise in accordance with the requirements of Paragraph 6(a) above, with all exceptions other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit Exceptions deleted (it being understood that Seller will induce the Title Insurer to insure over any "gap" period resulting from any delay in recording of documents or later dating the form prescribed by statute and in accurate substance;title insurance file).
(iin) an affidavit of title, the form Execute and substance of which shall be subject deliver in triplicate a closing statement conforming to the approval proration and other relevant provisions 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 Contract (the "Closing Statement");.
(vo) an affidavit Execute and deliver State, County and Municipal transfer declarations, if required. Seller shall pay the amount of Seller certifying that Seller is not a "foreign person", any stamp tax imposed by state and/or county law on the transfer of title and Purchaser shall pay the amount of any stamp tax imposed by the Village of Oak Brook.
(p) Execute and deliver ALTA Statements.
(q) Execute and deliver such other documents or instruments as defined in the Federal Foreign Investment in Real Property Tax Act reasonable opinion 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 counsel for Purchaser or 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably Insurer may be required by the Title Company and which are customarily delivered in the State necessary or desirable to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementClosing.
(br) At Closing, File in a timely manner a Notice of Sale/Purchase of Business Assets (and furnish a copy to Purchaser) on Form 542-A of the Illinois Department of Revenue (Bulk Sales Unit) pursuant to Section 902(d) of the Illinois Income Tax Act and Section 444(j) of the Retailers' Occupation Tax Act (or such successor forms or statutes as may then be in effect) in order to obtain an appropriate release or stop order to protect Purchaser shall execute and/or deliver to against any potential personal liability for income tax or sales tax liabilities of Seller and/or arising out of the Title Company (as applicable) sale of the following:Project.
(is) the balance Execute and deliver such documents as are necessary or appropriate to allow Purchaser to comply with Section 1445 of the Purchase Price;
Internal Revenue Code (iior such successor statute as may then be in effect) regarding tax withholding on the ▇▇▇▇ sale of Sale, if applicable;
(iii) U.S. real property by a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.foreign
Appears in 1 contract
Sources: Sublease (SPR Inc)
Closing Documents. (a) At Closinga. The Closing Documents shall contain such terms and conditions as the Parties may mutually agree, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) the following:including standard representations, warranties and covenants.
(i) a covenant deed b. All pricing in the form of attached Exhibit B Closing Documents shall be based upon a valuation performed by an independent third-party valuation firm mutually selected by the Parties ("Deed") conveying the Real Property subject to no exceptions other than “Valuation Firm”), and 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 cost 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;borne by SweeGen.
(iii) a ▇▇▇▇ of salec. The Parties agree that, 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 event of attached Exhibit C ("▇▇▇▇ of Sale");
(iv) a counterpart any dispute regarding any pricing in the Closing Documents that arises prior 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"resolved by the 65th day following the date hereof, as defined in such dispute shall be resolved by 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 Valuation Firm consistent with the terms thereof); and, to the extent the same remain in effect, terminations intent 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
subsection (b) At Closingabove. If pricing issues are submitted to the Valuation Firm for resolution, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) SweeGen and BC shall furnish or cause to be furnished to the balance of Valuation Firm such work papers and other documents and information relating to the Purchase Price;
disputed issues as the Valuation Firm may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Valuation Firm any material relating to the disputed issues and to discuss the issues with the Valuation Firm; (ii) the ▇▇▇▇ determination by the Valuation Firm, as set forth in a notice to be delivered to both Parties within seven (7) days of Salethe submission to the Valuation Firm of the issues remaining in dispute, if applicable;
shall be final, binding and conclusive on the Parties, absent mathematical error, and shall be used in the calculation of the applicable pricing; and (iii) the Parties will bear in equal shares the fees and costs of the Valuation Firm for such determination.
d. SweeGen agrees to include in the Closing Documents a counterpart grant to its Affiliate manufacturer in Asia (the “Manufacturer”) of a non-exclusive, non-transferable and non-sublicensable sub- license to use all the existing know-how, patent registrations, patent applications and other proprietary technologies (“SweeGen Manufacturing IP”) for the purpose of manufacturing of the Stevia Products in the territory of such Manufacturer’s domicile of entity organization only for sale to SweeGen or SweeGen’s designated customers, provided that, (i) as between SweeGen and the Manufacturer, SweeGen Manufacturing IP shall at all times remain the sole property of SweeGen and (if applicable) its customers and (ii) the Manufacturer shall not use, duplicate, or transfer SweeGen Manufacturing IP for any purpose except to accomplish the production objectives for SweeGen and shall not produce any Stevia Products for any third party without the prior written consent of SweeGen.
e. The Closing Documents shall provide that the consummation of the transactions contemplated by the Closing Documents (the “Closing”) shall occur on the 75th day following the date hereof or such earlier date as the Parties may mutually agree and shall occur at 10:00, Pacific time, or such other time as the Parties may mutually agree.
f. If, prior to signing the Closing Documents, a dispute arises between the Parties with respect to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as terms of the Closing Date, as modified Documents (other than a dispute to be resolved in accordance with subsection (b) above) and such dispute is not resolved by any contradictory information of which Seller may have acquired actual knowledge in the interim, Parties prior to the level of 75th day following the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by date hereof, this Term Sheet shall automatically terminate, and the Title Company and which are customarily delivered in Parties shall use commercially reasonable efforts to unwind the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementtransactions contemplated hereby.
Appears in 1 contract
Sources: Stevia Sweetener Business Separation Binding Term Sheet (SweeGen, Inc.)
Closing Documents. (a) At the Closing, Seller Seller, at its sole cost and expense, shall execute and/or deliver or cause to be delivered to Purchaser and/or the Title Company (as applicable) the following, each of which shall be in form and substance in reasonable conformity with this Agreement:
(i) a covenant A bargain and sale deed in the form of attached Exhibit B with covenants against grantor's acts ("Deed") ), conveying to Purchaser fee simple title to the Real Property subject to no exceptions Premises, free and clear of all liens and encumbrances other than Permitted Encumbrances or otherwise permitted hereunder, which Deed shall be in recordable form, duly executed by Seller or the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute record title holder and in accurate substance;acknowledged.
(ii) an A standard Seller's affidavit of title, the form and substance of which shall be subject made 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;Seller's best knowledge.
(iii) A Seller's Residency Certification/Exemption form, Non-Resident Seller's Tax Declaration, Non-Resident Seller's Tax Prepayment Receipt, or Waiver of Seller's Filing Requirement signed by the Director of the Division of Taxation.
(iv) An affidavit in order to establish that Seller is not a foreign person, as defined in Internal Revenue Code § 1445(b)(2), as amended.
(v) A duly executed copy of a settlement statement prepared in accordance with the terms of this Agreement (the "Settlement Statement").
(vi) A ▇▇▇▇ of salesale conveying the Personal Property (described in Section 1 (b)(ii) above), if applicableany, conveying all to Purchaser without warranty, representation or recourse.
(vii) Pursuant to the Industrial Site Recovery Act ("ISRA"), N.J.S.A. 13:1K-6 et seq., Seller shall have obtained from NJDEP and shall deliver to Purchaser either one or more of the following: (a) a letter of non-applicability; (b) a de minimis quantity exemption; (c) approval of Seller's rightnegative declaration; (d) an approved remediation agreement; or (e) proof satisfactory to Purchaser that the Premises and the subject transfer are not subject to ISRA. In the event Seller's compliance with ISRA is effectuated, title in whole or in part, by an approved remediation agreement, Seller shall post such security as is required by NJDEP, and interest in Purchaser shall execute and deliver to Seller at the Closing a consent reasonably sufficient to allow Seller access to the Personal Property andPremises after the Closing in order to carry out the terms and provisions of said remediation agreement, which access shall not materially interfere with Purchaser's business or that of its tenants. Notwithstanding anything to the extent assignablecontrary, (a) nothing contained in this Paragraph 6(a)(vii) shall be deemed to preclude Seller from posting such security (by bond, guaranty or otherwise) as is acceptable to NJDEP in order for Seller to comply with the Intangible Property provisions of this Paragraph 6(a)(vii), and (B) Seller shall not be required to undertake any required environmental remediation if the cost and expense thereof and the cost and expense required to comply with the provisions of Paragraph 6(a)(viii) below, in the form aggregate, shall exceed Two Hundred Fifty Thousand ($250,000.00) Dollars. If such estimated aggregate cost and expense shall exceed said amount, then Seller shall provide Purchaser written notice of attached Exhibit C same, and either party may elect to cancel and terminate the Agreement, in which event the parties hereto shall have no further obligations to or recourse against each other with regard to the matters provided for in this Agreement, except for rights and obligations which expressly survive the termination hereof provided, however, that if Purchaser so cancels this Agreement, Seller may, within ten ("10) days following receipt of such notice of cancellation, negate such cancellation by written notice to Purchaser, in which event Seller shall be responsible for all such aggregate cost and expense. If neither party cancels this Agreement following written notice from Seller to Purchaser that such estimated aggregate cost and expense exceeds $250,000.00, then Seller shall be responsible for the first $250,000.00 of such cost and expense, and Purchaser shall be responsible for all cost and expense in excess thereof. Notwithstanding anything to the contrary in this agreement, if Seller is unable to obtain the required documentation from NJDEP by the closing date, Seller shall be entitled to adjourn the closing for purposes of acquiring same.
(viii) Seller shall deliver to Purchaser evidence that it has obtained, at its sole cost and expense, any certificate of occupancy, continuing occupancy, inspection, compliance or similar certificate required to be issued by the Town of ▇▇▇▇▇▇▇▇ of Sale");
(iv) a counterpart to a closing settlement statement approved or other governmental body solely 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 virtue 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 sale of the Closing DatePremises; provided, to the level of the standard of knowledge applicable thereto when initially made;
(x) all original fileshowever, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated required to cause obtain a certificate of occupancy or similar permit or certificate if the delivery issuance of any such instrument certificate or document permit, whether or not conditional or temporary, will require the expenditure for repairs, renovations or improvements or upgrades, which, when aggregated with the cost and expense required to comply with the provisions of Paragraph 6(a)(vii) above, will exceed the sum of Eighty Thousand ($80,000.00) Dollars. If the estimated cost and expense shall exceed said amount, then Seller shall provide Purchaser written notice of same, and either party may elect to cancel and terminate this Agreement, in which\event the parties hereto shall have no further obligations to or recourse against each other with regard to the matters provided for in this Agreement, except for rights and obligations which expressly survive the termination hereof; provided, however, that would increase or expand Seller's obligations or liability if Purchaser so cancels this Agreement, Seller may, within ten (10) days following receipt of such notice of cancellation, negate such cancellation by written notice to Purchaser, in which event Seller shall be responsible for all such aggregate cost and expense. If neither party cancels this Agreement following written notice from Seller to Purchaser under that such estimated aggregate cost and expense exceeds $80,000.00, then Seller shall be responsible for the first $80,000.00 of such cost and expense, and Purchaser shall be responsible for all cost and expense in excess thereof.
(ix) Proof that all necessary parties have authorized the transactions contemplated by this Agreement, or that the person or persons executing this Agreement on behalf of Seller have the authority to do same.
(b) At the Closing, Purchaser Purchaser, at its sole cost and expense, shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following, each of which shall be in form and substance satisfactory to Seller's attorneys:
(i) The consideration required pursuant to Article 2 above, in the balance of the Purchase Price;amount and form required thereby.
(ii) A duly executed copy of the ▇▇▇▇ of Sale, if applicable;Settlement Statement.
(iiic) a counterpart Seller may, at its option, deliver the items described in Paragraph (a) above to Purchaser's title company, in escrow, to be released to Purchaser upon compliance with the terms and conditions as Seller sees fit in its discretion, to include but not be limited to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company delivery to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as Seller of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge items described in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(viiParagraph 6(b) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementabove.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Laser Master International Inc)
Closing Documents. (a) At Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) Escrow Agent the following:
(i) a covenant deed A duly executed Assignment and Assumption of Membership Interest for each Company in the form of attached hereto as Exhibit B ("Deed") conveying the Real Property subject “E” 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 substancethis Agreement;
(ii) an affidavit of titleA certification in a form reasonably acceptable to Buyer, the form and substance of which shall be subject to the approval of the Title Company sufficient to remove or modify as that Seller is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyforeign person;
(iii) a ▇▇▇▇ of sale, if applicable, conveying all of Such documents as Buyer’s counsel may reasonably request to evidence Seller's right, title ’s authority to execute and interest in perform under this Agreement and to execute and deliver all documents assigning the Personal Property and, Membership Interests to the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")Buyer;
(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 Such documents described in this Agreement (to be executed by Seller, and deliver such other documents and papers which may be reasonably necessary to the "Closing Statement")consummation of the Transaction as may be reasonably requested by Buyer, or its respective counsel;
(v) an affidavit Certificates of Seller certifying that Seller is not a "foreign person", as defined in Good Standing for each Company and Certificates of Authority from each state where the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amendedCompanies are qualified to do business in;
(vi) a termination Copies of the Management Certificate of Formation and Operating Agreement (in accordance together with the terms thereof); andall modifications and amendments thereto for each Company, to the extent the same remain in effect, terminations certified as true and correct by an authorized officer of all other Terminated ContractsSeller;
(vii) such organizational and authorizing documents The original Limited Liability Company Agreement for each Company to which a certification from an authorized officer of Seller as reasonably shall be required by attached stating that the Title Limited Liability 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 AgreementAgreements have not been modified or amended except in requested herein;
(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");The original Title Insurance issued by First American Insurance Company for each Property; and
(ix) a certificate stating that Seller's representations and warranties set forth in Paragraph 6(a) Notice to Tenant notifying Tenant 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 madeTransaction;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closingclosing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the followingBuyer shall:
(i) Deliver to Escrow Agent the balance of the Purchase Price;
(ii) the ▇▇▇▇ of SaleDeliver to Seller such documents as Seller or Seller’s respective counsel, if applicablemay reasonably request to evidence Buyer’s authority to execute and perform under this Agreement;
(iii) Deliver to Seller a counterpart to the Closing Statement;duly executed Assignment and Assumption of Membership Interest for each Company; and
(iv) such organizational and authorizing Such documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute described in this Agreement and any documents to be executed by Purchaser at Closing Buyer, and deliver such other documents and papers which may be reasonably necessary to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as consummation of the Closing Date, Transaction as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required reasonably requested by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementSeller, Seller’s respective counsel.
Appears in 1 contract
Sources: Transfer of Membership Interests (American Realty Capital Trust, Inc.)
Closing Documents. (a) At Closing, The Seller shall execute and/or deliver have delivered to the Escrow Agent (or shall have caused to be delivered to the Escrow Agent) and shall have authorized and directed the Escrow Agent to record or release to the Purchaser and/or the Title Company (as applicable) the following:
(ia) a covenant A special warranty deed in the form of attached Exhibit B ("Deed") conveying the Real Property Land and Improvements, subject only to no exceptions other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit in Exceptions (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"“Deed”);
(ivb) a counterpart to a closing settlement statement approved An assignment by the Seller and Purchaser reflecting assumption by the creditsPurchaser, prorationssubstantially in the form attached hereto as Exhibit B, duly executed by the Seller, with respect to any Existing Leases, Service Contracts and adjustments contemplated by or specifically provided for in this Agreement Intangible Property (collectively, the "Closing Statement"“Assignment and Assumption Agreements”);
(vc) an affidavit A certificate of Seller certifying that Seller is not a "non-foreign person"status, as defined pursuant to Section 1445 of the Internal Revenue Code, substantially in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, form attached hereto as amendedExhibit C;
(vid) a termination A bill of sale conveying the Management Personal Property;
(e) A resolution from Seller’s Board of Directors authorizing the execution, delivery and performance of this Agreement and authorizing the acts of its officers and employees in carrying out the terms and provisions hereof;
(f) A settlement statement showing the Purchase Price and all adjustments thereto 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) conditions of this Agreement, as modified which settlement statement shall be in a form and substance reasonably satisfactory to the Seller and the Purchaser, duly executed by the Purchaser's Contradictory Knowledge Seller (as defined in Paragraph 6(athe “Settlement Statement”), 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xig) such Such other documents, certificates, forms and other instruments as reasonably may be required by the Title Company and which are customarily delivered in may reasonably require to carry out the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required transactions contemplated by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth as are customary in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge like transactions in the interim, to area where the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementProperty is located.
Appears in 1 contract
Closing Documents. At the closing Seller shall execute and deliver to Purchaser:
(a) At Closingan Assignment of the rights of the lessee under the Lease, substantially in the form of Exhibit C hereto
(b) certified copies of resolutions duly adopted by the Board of Directors and Shareholder of Seller shall execute and/or deliver authorizing the sale of the Stock and the performance by Seller of its obligations hereunder
(c) an opinion of Seller's counsel, ▇▇▇▇▇ ▇▇▇▇▇▇, Esq. dated as of the closing date, in form and substance satisfactory to Purchaser and/or Purchaser's counsel, stating such counsel's opinion that: (i) PTSR is a corporation duly organized, validly existing and in good standing under the Title Company laws of New York; (as applicableii) PTSR and Seller have full power and authority, corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) the following:execution and delivery of this agreement and the performance by PTSR of its obligations hereunder have been duly authorized by the Board of Directors and Shareholder of PTSR and no further action or approval is required in order to constitute this agreement as the binding obligation of Seller or PTSR, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) the execution and delivery of this agreement and the performance by PTSR of its obligations hereunder do not and will not violate any provision of the Certificate of Incorporation or Bylaws of PTSR; and (v) except as may be set forth in this agreement, such counsel is not representing Seller or PTSR in any suit, action or proceeding against them which, if adversely determined, would prohibit the consummation of the transactions contemplated by this agreement,
(d) the certificate or certificates for the Shares, duly endorsed so as to effectively transfer ownership of the Shares to Purchaser, together with all appropriate federal and state transfer tax stamps affixed,
(e) letters of resignation from each director and officer of PTSR, effective as of the closing hereunder,
(f) the Certificate of Incorporation, filing receipt and other organizational documents of PTSR, and the Bylaws, minute book, stock certificate book and seal of PTSR; any bills, vouchers, records showing the ownership of the assets used in the operation of PTSR; and all other books of account, records and contracts of PTSR
(g) Restrictive Covenant as enumerated in Article Ten (10),
(h) Statement executed by ▇▇▇ ▇▇▇▇ and Seller that Existing Debt identified in Exhibit B herein is currently paid, to date of closing. Statement shall also note that any payments in arrears have been brought current, to date of closing,
(i) a covenant deed Statements executed by ▇▇▇ ▇▇▇▇ and Seller, releasing and indemnifying Purchaser from any and all obligations and liabilities in excess of the principal of Four Hundred Thousand Dollars ($400,000.00) of the Existing Debt identified in Exhibit B herein. ▇▇▇ ▇▇▇▇ shall state that she will look only to Seller for any sums due her in excess of $400,000.00 principal obligation, assumed by Purchaser,
(j) such other instruments and information in form and substance satisfactory to Purchaser's attorneys as may be necessary or proper to transfer to Purchaser good and marketable title to all other ownership interests in the Stock to be transferred under this agreement. At the closing Seller shall deliver to Purchaser all keys for the business. If any keys for the business or assets are held by employees or others, Seller shall identify such individuals, their addresses and their relationship to the Seller. Seller shall do all further acts and things as may be necessary, or reasonably requested by Purchaser, to consummate the transactions contemplated by this agreement, including the acquisition of possession of the Assets. Seller shall advise Purchaser of, and cause to be delivered to Purchaser, all trade secrets and proprietary information pertaining to the assets of the business. At the closing Purchaser shall execute and deliver to Seller:
(a) an Assumption of the obligations of the lessee under the Lease, substantially 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.hereto
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance an Assumption of the Purchase Price;
(ii) the ▇▇▇▇ of SaleExisting Indebtedness Except as expressly provided herein, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of pay or perform any such instrument or document that would increase or expand Purchaser's obligations or liability liabilities of Seller including without limitation obligations or liabilities of Seller to Seller under its creditors or any legal, accounting, brokerage or finder's fees or any taxes or other expenses in connection with this Agreementagreement or the consummation of the transactions contemplated hereby.
Appears in 1 contract
Closing Documents. Seller shall have delivered to Purchaser:
(a) At Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) the following:
(i) a covenant A good and sufficient special warranty deed in form as shall be customary in the jurisdiction in which the Property is located, in proper statutory form of attached Exhibit B ("Deed") for recording, duly executed and acknowledged by Seller, conveying fee simple title to the Real Property subject to no exceptions Property, free from all liens and encumbrances other than the Permitted ExceptionsEncumbrances;
(b) A bill ▇▇ sale and assignment agreement, together with a Real Estate Transfer Tax Valuation Affidavit substantially in the form prescribed attached hereto as Exhibit R, duly executed and acknowledged by statute and in accurate substance;
(ii) an affidavit of titleSeller, the form and substance of which shall be subject with respect 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 in, to and under the FF&E, the Documents and the Intangible Property with respect to the Personal Property andProperty;
(c) An assignment and assumption agreement, substantially in the form attached hereto as Exhibit S, duly executed and acknowledged by Seller, with respect to all of Seller's right, title and interest in, to and under the Space Leases with respect to the Property;
(d) Duly executed transfer tax forms, as required by applicable law;
(e) To the extent the same are in Seller's possession, fully executed copies of all Contracts pertaining to the Property;
(f) A duly executed original counterpart of the Operating Lease for the Hotel and all other documents and sums required to be delivered by Seller pursuant thereto (including without limitation any Subordination, Nondisturbance and Attornment Agreement, if any, between Seller, as tenant, and any Mortgagee);
(g) If necessary, an assignment and assumption agreement, substantially in the form attached hereto as Exhibit W, duly executed and acknowledged by Seller and Operating Lessee, with respect to all of Seller's right, title and interest in, to and under the Contracts;
(h) Duly executed Estoppel Certificates from the franchisor under the Franchise Agreement; provided that any such Estoppel Certificate shall be provided to Purchaser prior to Closing promptly following receipt by Seller of the same;
(i) Certificates of title for any motor vehicles constituting a portion of the FF&E;
(j) Franchisor Comfort Letters;
(k) Subject to the provisions of Section 11.1, copies of the Liquor License for the Hotel;
(l) All original Documents, 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 agreements in Seller's possession pertaining and control, including without limitation all keys, access cards and access combinations for the Hotel;
(m) Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to Seller;
(n) An affidavit of Seller in accordance with Section 1445 of the Property, all of which Code and such documentation as shall be delivered required to Purchaser within one (1) business day after comply with the Closing Datereporting requirements of Section 1099-S of the Code; and
(xio) such Such other conveyance documents, certificates, deeds, affidavits, and other instruments as reasonably may be required by Purchaser or the Title Company may reasonably require to omit standard exceptions to title and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument transactions contemplated hereunder, including without limitation GAP undertakings, or document that would increase as customarily given by sellers in connection with real or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart personal property with respect to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by state in which the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementProperty is located.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Prime Hospitality Corp)
Closing Documents. (a) At ClosingThe obligations of the Underwriters hereunder, Seller shall execute and/or deliver as to Purchaser and/or the Title Company (Offered Debentures to be purchased at the Closing Time and as to the Over-Allotment Debentures to be purchased at the Closing Time or the Additional Closing Time, 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 conditional upon 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) and other statements of this Agreementthe Corporation herein being, 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 at and as of the Closing DateTime and the Additional Closing Time, to as applicable, true and correct in all material respects, the level of Corporation having performed in all material respects, at the standard of knowledge applicable thereto when initially made;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes Closing Time and agreements in Seller's possession pertaining to the PropertyAdditional Closing Time, all of which shall its obligations hereunder theretofore to be delivered to Purchaser within one performed and the Underwriters receiving (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery unless receipt of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.is waived in writing by the Lead Underwriters) at the Closing Time:
(ba) At Closingfavourable legal opinions of the Corporation’s counsel addressed to the Underwriters, Purchaser shall execute and/or deliver in form and substance reasonably satisfactory to Seller and/or the Title Company (Underwriters, with respect to such matters as applicable) the followingUnderwriters may reasonably request relating to the offering of the Offered Debentures, the Corporation and its Subsidiaries and the transactions contemplated hereby, including, without limitation, that:
(i) the balance Corporation has been duly continued and is validly subsisting under the laws of the Purchase PriceProvince of Alberta, and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of the jurisdictions where it carries on a material portion of its business;
(ii) the ▇▇▇▇ form and terms of Salethe definitive certificates representing the Common Shares and the Offered Debentures have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including all applicable requirements of the TSX and NASDAQ) relating thereto and, if applicablein the case of the form of definitive certificates representing the Offered Debentures, comply with the Debenture Indenture;
(iii) the Corporation has all necessary corporate power and authority to enter into this Agreement and the Debenture Indenture and to perform its obligations set out herein and therein and this Agreement and the Debenture Indenture have been duly authorized, executed and delivered by the Corporation and constitutes a counterpart legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to the Closing Statementlaws relating to creditors’ rights generally and except as rights to indemnity may be limited by applicable law;
(iv) such organizational the execution and authorizing documents delivery of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing the Debenture Indenture and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as fulfillment of the Closing Dateterms hereof and thereof by the Corporation, as modified and the performance of and compliance with the terms of this Agreement and the Debenture Indenture by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default: (A) under any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level applicable laws of the standard Province of knowledge Alberta or the federal laws of Canada applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.therein;
Appears in 1 contract
Closing Documents. The obligations of the Underwriters hereunder, as to the Offered Shares to be purchased at the Closing Time or Additional Closing Time, as applicable, shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time or Additional Closing Time, as applicable, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time or Additional Closing Time, as applicable, all of its obligations hereunder theretofore to be performed and the Underwriters receiving at the Closing Time or Additional Closing Time, as applicable:
(a) At Closingfavourable legal opinions of the Corporation’s Canadian Counsel addressed to the Underwriters, Seller shall execute and/or deliver in form and substance reasonably satisfactory to Purchaser and/or the Title Company (Underwriters, with respect to such matters as applicable) the followingUnderwriters may reasonably request relating to the offering of the Offered Shares and the Corporation and the transactions contemplated hereby, including, without limitation, that:
(i) the Corporation has been duly incorporated, amalgamated or formed, as the case may be, and is validly subsisting under the laws of the jurisdiction of its incorporation, amalgamation or formation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of the jurisdictions where it carries on a covenant deed in the form material portion 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 substanceits business;
(ii) an affidavit the Corporation has full corporate power and authority to enter into this Agreement and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of titlethe Corporation enforceable against the Corporation in accordance with its terms, the form and substance of which shall be subject to the approval of the Title Company sufficient laws relating to remove or modify creditors’ rights generally and except as is customary all of the standard pre-printed exceptions which do not require a survey rights to delete or modifyindemnity may be limited by applicable law;
(iii) the execution and delivery of this Agreement and the fulfillment of the terms hereof by the Corporation, and the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a ▇▇▇▇ breach of, or constitute a default under, and do not and will not create a state of salefacts which, if after notice or lapse of time or both, will result in a breach of or constitute a default: (A) under any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein; (B) under any term or provision of the articles, by-laws or other constating documents, as applicable, conveying all of Seller's rightthe Corporation or, title and interest in and of which counsel is aware, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation; (C) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Personal Property andCorporation is a party or by which it is bound on the Closing Date; or (D) of which counsel is aware, to any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")Corporation or its properties or assets;
(iv) a counterpart to a closing settlement statement the form and terms of the definitive certificate representing the Common Shares (including the Offered Shares) have been duly approved and adopted by Seller the board of directors of the Corporation and Purchaser reflecting comply with all legal requirements (including all applicable requirements of the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement")TSX) relating thereto;
(v) an affidavit of Seller certifying that Seller is not a "foreign person"the Offered Shares have been duly and validly created, allotted and issued as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, fully paid and non-assessable Common Shares and the 1984 Tax Reform Act, as amendedOver-Allotment Option has been duly and validly created and authorized;
(vi) a termination the attributes of the Management Agreement (Offered Shares and the Over-Allotment Option conform in accordance all material respects with the terms thereof); and, to description thereof contained in the extent Preliminary Prospectuses and the same remain in effect, terminations of all other Terminated ContractsProspectuses;
(vii) such organizational the Offered Shares are eligible investments as set out under the heading “Eligibility for Investment” in the Canadian Preliminary Prospectuses 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 AgreementCanadian Final Prospectuses;
(viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Canadian Securities Laws in order to qualify the Offered Shares for distribution and sale to the extent that any Contracts remain public in effect, an assignment each Qualifying Province by or through investment dealers and brokers duly registered under the applicable laws of all such provinces who have complied with the relevant provisions of Seller's rights such Canadian Securities Laws and interests to qualify the Over-Allotment Option for distribution to the Underwriters in each of the Contracts (other than Terminated Contracts) to Purchaser in the form of attached Exhibit E ("Assignment of Contracts")Qualifying Provinces;
(ix) the Corporation is a certificate stating “reporting issuer” in the Province of Alberta and is not listed as being in default of any requirement of the Securities Act (Alberta) and the regulations thereunder in the list of reporting issuers maintained by the ASC and has a similar status under the Canadian Securities Laws of each of the other Qualifying Provinces.
(x) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Canadian Securities Laws;
(xi) the Offered Shares are conditionally accepted for listing and, upon notification to the TSX of the issuance and sale thereof and fulfillment of the conditions of the TSX, will be issued and posted for trading on the TSX;
(xii) as to the authorized and issued capital of the Corporation;
(xiii) Computershare Trust Company of Canada at its principal offices in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, has been duly appointed the transfer agent and registrar for Common Shares (including the Offered Shares);
(xiv) the statements in the Registration Statement under “Part II — Information Not Required to be delivered to Offerees or Purchasers — Indemnification of Directors and Officers” and “Certain Canadian Income Tax Considerations” in the Preliminary Prospectuses and the Prospectuses, insofar as such statements summarize legal matters are fair summaries of such legal matters in all material respects; and as to all other legal matters, including compliance with Canadian Securities Laws in any way connected with the issuance, sale and delivery of the Offered Shares as the Underwriters may reasonably request. It is understood that Seller's representations the respective counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and warranties on certificates of officers of the Corporation, the transfer agent and the Corporation’s auditors as to relevant matters of fact;
(b) a favourable legal opinion of the Corporation’s U.S. Counsel addressed to the Underwriters, in form and substance acceptable to the Underwriters and their counsel, acting reasonably, with respect to such matters as the Underwriters may reasonably request relating to the offering of the Offered Shares and the Corporation and the transactions contemplated hereby, including, without limitation, the opinions set out in Schedule “D”. In addition to rendering the opinions set forth in Paragraph 6(aSchedule “D”, the Corporation’s U.S. Counsel shall also include a “negative assurance” statement substantially in the form set forth in Schedule “D”.
(c) legal opinions or letters from Torys LLP, the Underwriters’ Canadian counsel and Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, the Underwriters’ U.S. counsel, dated the Closing Date, with respect to such matters as the Underwriters may reasonably request relating to the offering of this Agreementthe Offered Shares and the Corporation and the transactions contemplated hereby;
(d) a certificate of the Corporation dated the Closing Date or Additional Closing Date, as modified applicable, addressed to the Underwriters and signed on behalf of the Corporation by the Purchaser's Contradictory Knowledge President and Chief Executive Officer and Executive Vice-President, Finance and Chief Financial Officer of the Corporation or such other officers or directors of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that:
(as defined in Paragraph 6(a), remain materially true, correct i) the Corporation has complied with and complete satisfied in all material respects all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time or Additional Closing Time, as applicable;
(ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct in all material respects (except where qualified by materiality, in all respects) at the Closing Time or Additional Closing Time, as applicable, as if made at such time; and
(iii) no event of a nature referred to in subsection 11(a)(i), 11(a)(ii), 11(a)(iii) or 11(a)(vi) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Underwriter’s opinion); and each certification is itself a condition to the obligations of the Underwriters hereunder as to the Offered Shares to be purchased at the Closing Time or Additional Closing Time, as applicable, provided that the delivery of such certificates in the manner contemplated above does not constitute satisfaction of this condition if the Underwriters have knowledge to the contrary;
(e) a comfort letter of each of the Corporation’s auditors, including the auditors of Angle, addressed to the Underwriters and dated the Closing Date or Additional Closing Date as applicable, satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the comfort letters referred to in subsection 4(c) hereof up to the Closing Time or Additional Closing Time, as applicable, which comfort letter shall be not more than two Business Days prior to the Closing Date or Additional Closing Date, as applicable;
(f) written confirmation from the TSX and the NYSE MKT in customary form that the Offered Shares will at the Closing Time be listed and posted for trading in the Exchange, and all conditions other than completion of the Closing Date, and notification thereof to the level of Exchange shall have been met to permit the standard of knowledge applicable thereto when initially made;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining Offered Shares to the Property, all of which shall be delivered to Purchaser within one (1) business day after posted for trading on the Closing Date; and
(xig) such other instruments certificates and documents as reasonably the Underwriters may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementrequest, acting reasonably.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Bellatrix Exploration Ltd.)
Closing Documents. Seller shall have delivered to ----------------- Purchaser:
(a) At Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) the following:
(i) a covenant A good and sufficient special warranty deed in form as shall be customary in the jurisdictions in which the Property is located, in proper statutory form of attached Exhibit B ("Deed") for recording, duly executed and acknowledged by Seller, conveying fee simple title to the Real Property subject to no exceptions Property, free from all liens and encumbrances other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substanceEncumbrances;
(iib) 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 A ▇▇▇▇ of salesale and assignment agreement, if applicablesubstantially in the form attached hereto as Exhibit R, conveying duly executed and acknowledged by Seller, --------- with respect to all of Seller's right, title and interest in in, to and under the FF&E, the Documents and the Intangible Property with respect to the Personal Property andProperty;
(c) An assignment and assumption agreement, substantially in the form attached hereto as Exhibit S, duly executed and acknowledged by Seller, --------- with respect to all of Seller's right, title and interest in, to and under the Space Leases with respect to the Property;
(d) Duly executed transfer tax forms, as required by applicable law;
(e) To the extent the same are in Seller's possession, fully executed copies of all Contracts pertaining to the Property;
(f) A duly executed original counterpart of the Operating Lease for the Hotel and all other documents and sums required to be delivered by Seller pursuant thereto (including without limitation any Subordination, Nondisturbance and Attornment Agreement, if any, between Seller, as tenant, and any Mortgagee);
(g) If necessary, an assignment and assumption agreement, substantially in the form attached hereto as Exhibit W, duly executed and --------- acknowledged by Seller and Operating Lessee, with respect to all of Seller's right, title and interest in, to and under the Contracts;
(h) Duly executed Estoppel Certificates from the tenants of the Shopping Center Leases; provided that any such Estoppel Certificate shall be provided to Purchaser prior to Closing promptly following receipt by Seller of the same;
(i) Certificates of title for any motor vehicles constituting a portion of the FF&E;
(j) All original Documents, to the extent assignablein Seller's possession and control, including without limitation all keys, access cards and access combinations for the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")Hotel;
(ivk) a counterpart Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect 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")Seller;
(vl) an An affidavit of Seller certifying that Seller is not a "foreign person", in accordance with Section 1445 of the Code and such documentation as defined in shall be required to comply with the Federal Foreign Investment in Real Property Tax Act reporting requirements of 1980, and Section 1099-S of the 1984 Tax Reform Act, as amendedCode;
(vim) a termination of the Management Agreement (in accordance with the terms thereof); and, to To the extent the same remain are in effectSeller's possession, terminations the original, fully executed copies of all other Terminated Contractsthe Shopping Center Leases and if such originals are not available, copies thereof;
(viin) such organizational An assignment and authorizing documents of Seller assumption agreement, substantially in the form attached hereto as reasonably shall be required Exhibit S-1, duly executed and acknowledged by the Title Company ----------- Seller, with respect 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 right, title 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 Dateinterest in, to and under 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing DateShopping Center Leases; and
(xio) such Such other conveyance documents, certificates, deeds, affidavits, and other instruments as reasonably may be required by Purchaser or the Title Company may reasonably require to omit standard exceptions to title and which are to effectuate the transactions contemplated hereunder, including without limitation GAP undertakings, or as customarily delivered given by sellers in connection with real or personal property in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementNevada.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (American General Hospitality Corp)
Closing Documents. At and as of the Closing, Seller and Buyer shall execute and deliver all such bills of sale, consents, endorsements, assignments and other instruments of assignment, transfer and conveyance as shall be necessary to transfer, assign and convey to Buyer all of the Assets to be transferred, assigned and conveyed under this Agreement, and for Buyer to assume the Assumed Liabilities hereunder, together with all consents and certificates required hereunder and all documents otherwise required under this Agreement, including, but not limited to, the following (collectively the "Closing Documents"):
(a) At ClosingA standard common law or statutory special warranty deed in recordable form, Seller sufficient to convey indefeasible fee simple title to the Property to Buyer in accordance with the provisions hereof; the deed shall execute and/or deliver be deemed to Purchaser and/or include all appurtenances to the Title Company (as applicable) Property, including all right, title and interest, if any, of the following:grantor in and to any land lying in the bed of any street adjoining the Property to the centerline thereof, and the existing improvements located on the Property.
(ib) a covenant deed A bill ▇▇ sale 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 satisfactory to the approval of the Title Company sufficient Buyer transferring 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 Buyer all of Seller's right, title and interest in and to the Personal Property andPersonality, and covenanting and warranting that Seller has good and marketable title to the items thereby transferred, free and clear of all liens, mortgages, charges, security interests and other encumbrances and against the acts of Seller.
(c) An assignment in form and substance satisfactory to Buyer transferring to Buyer all of Seller's right, title and interest in and to (i) the Contracts, Leases and Permits and Licenses (to the extent assignablelegally possible) and (ii) all warranties and guarantees by third persons with respect to (A) any of the property under the Contracts and Leases or (B) any of the other Assets as provided herein.
(d) Such affidavits and indemnities from Seller as Buyer's title insurance company may reasonably require in order to omit from any title insurance policies all exceptions except for the Permitted Exceptions, the Intangible Property including but not limited to exceptions for (i) judgments, bankruptcies, taxes and municipal claims, (ii) parties in the form of attached Exhibit C possession other than current occupants pursuant to agreements with Seller, ("▇▇▇▇ of Sale");
iii) mechanics' or materialmens' liens and (iv) a counterpart to a closing settlement statement approved by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated by encroachments or specifically provided for in this Agreement (the "Closing Statement");survey discrepancies of any nature.
(ve) an affidavit of A certificate in form and substance satisfactory to Buyer from Seller certifying that all representations and warranties made by 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 of the Closing Documents are and continue 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 true 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 DateDate and each and every covenant and agreement of Seller to be performed prior to or as of Closing Date pursuant to this Agreement or any of the Closing Documents have been performed.
(f) A "FIRPTA" certificate in form and substance satisfactory to Buyer and in conformance with Section 1445(b)(2) of the IRC, 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided effect that neither Seller shall not be obligated to cause the delivery of nor any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementthird-party seller/transferor is a foreign person.
(bg) At Certification of corporate or partnership existence and good standing of each entity comprising Seller from the Pennsylvania Corporation Bureau dated no more than thirty (30) days prior to Closing.
(h) Such certificates, Purchaser shall execute and/or deliver affidavits and other documents reflecting the power and authority of Seller to enter into and to perform its obligations hereunder, and as to the due authorization of any person acting for Seller and/or at the Title Company (Closing or otherwise, as applicable) the following:legal counsel for Buyer or any title insurance company may reasonably request.
(i) Copies of lien searches with respect to Seller and the balance Assets conducted in Allegheny County, Pennsylvania and at the Office of the Purchase Price;Secretary of State for the Commonwealth of Pennsylvania.
(iij) the ▇▇▇▇ An opinion of SaleSeller's counsel ("Counsel"), if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and dated as of the Closing Date, as modified and addressed to Buyer to the effect that (i) Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania and is qualified to do business therein; (ii) the execution and delivery of this Agreement and the Closing Documents by Seller, the performance by Seller of its obligations hereunder and thereunder and the sale and purchase of the Assets have been duly authorized by all necessary partnership action on the part of Seller (including any contradictory information necessary approval by Seller's general partner); (iii) this Agreement and the Closing Documents executed by Seller are valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms; (iv) the execution and delivery of this Agreement and the Closing Documents, and the consummation of the transactions hereunder and thereunder, by Seller, do not and will not constitute an event of default under, or a violation of, (A) any law, statute, rule or regulation of any court or governmental authority now in effect applicable to Seller or the Assets, (B) Seller's partnership agreement or (C) any instrument, contract or other agreement to which Seller may have acquired actual knowledge in the interimis a party or by which Seller is bound; (v) there is no pending or, to the level best of Counsel's knowledge, threatened, litigation or other proceeding or governmental investigation against or relating to Seller or to the Assets or to the transactions contemplated by this Agreement and the Closing Documents; (vi) Seller has given all notices required under Paragraph 7.10 of this Agreement which are in full force and effect and, based on the representations and warranties of Seller, any other notices to any other third parties that are necessary to permit the sale, transfer and conveyance of the standard Assets in accordance with the provisions of knowledge this Agreement and any applicable thereto when initially madelaws, statutes and regulations, which are in full force and effect; and
(vii) such other instruments than the notices referred to in Subparagraph (vi), to the best of Counsel's knowledge, no consent, approval or authorization of, or registration or filing with, any third party is required to permit the sale, transfer and conveyance of the Assets in accordance with the provisions of this Agreement and any applicable laws, statutes and regulations; (viii) to the best of Counsel's knowledge, there are no zoning restrictions, general plans or other applicable land use regulations or any private covenants, conditions or restrictions affecting the Property that prohibit the transfer of the Property or Buyer's intended use thereof as reasonably a matter of right for an unlimited time period and not merely as a legal non-conforming use and (ix) the Property is taxed as a separate parcel and, to the best of Counsel's knowledge, there is nothing that prohibits the Property from being mortgaged, conveyed or otherwise dealt with as a separate lot or parcel.
(k) All other instruments, certificates, documents and information to which Buyer may be required by entitled under any other provisions of this Agreement or that Buyer may reasonably request in order to complete the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementClosing.
Appears in 1 contract
Sources: Sale Agreement (Balanced Care Corp)
Closing Documents. The Company shall deliver to the Buyer:
(a) At Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) the following:
(i) a covenant deed A duly executed assignment and assumption agreement substantially in the form of attached Exhibit hereto as EXHIBIT B (the "DeedContract Assignment") conveying providing for the Real Property transfer to the Buyer of all of the Company's right, title and interest in and to and obligations under the Contracts, which assignment may be subject to no exceptions other than the Permitted Exceptions, together with consent by a Real Estate Transfer Tax Valuation Affidavit third party.
(b) A duly executed assignment and assumption agreement substantially in the form prescribed by statute attached hereto as EXHIBIT C (the "Lease Assignment") providing for the transfer to the Buyer of all of the Company's right, title and interest in accurate substance;
(ii) an affidavit of titleand to and obligations under the Property Leases, the form and substance of which shall assignment may 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 consent by a survey to delete or modify;third party.
(iiic) a A duly executed ▇▇▇▇ of salesale substantially in the form attached hereto as EXHIBIT D (the "▇▇▇▇ of Sale") covering the Personal Property included in the Acquired Assets.
(d) Duly executed special warranty deeds, if applicablein a form reasonably acceptable to counsel for the Buyer, conveying providing for the transfer to the Buyer of all of Sellerthe Company's right, title and interest in and to the Personal Owned Property andincluded in the Acquired Assets, together with such other usual and customary real property transfer documents as the Buyer may request with respect to the extent assignable, the Intangible Property in the form transfer of attached Exhibit C ("▇▇▇▇ of Sale");such property.
(ive) a counterpart Duly executed termination statements and instruments of release, in form and substance satisfactory to a closing settlement statement approved by Seller counsel for the Buyer, releasing and Purchaser reflecting discharging all Encumbrances on 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 Acquired Assets (other than Terminated ContractsPermitted Encumbrances) or otherwise providing for the release and discharge of such Encumbrances upon such terms and conditions as are acceptable to Purchaser in the form of attached Exhibit E ("Assignment of Contracts");Buyer.
(ixf) a certificate stating that Seller's representations and warranties set forth in Paragraph 6(aA duly executed assignment of title with respect to each motor vehicle transferred to the Buyer hereunder.
(g) A copy of this Agreementthe Certificate of Incorporation of each of the Sellers, as modified certified by the Purchaser's Contradictory Knowledge State of Delaware.
(as defined in Paragraph 6(a)h) A certificate, remain materially true, correct and complete in all material respects on and dated as of the Closing Date, day prior 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level good standing of each of the standard Sellers and payment of knowledge all applicable thereto when initially made; state taxes thereby, certified by the State of Delaware and, with reference to the Company, each other state in which it is qualified as a foreign corporation.
(viii) such other instruments as reasonably may be required by The originals, or copies certified to the satisfaction of the Buyer, of all Property Leases and Title Company and which are customarily delivered in Documents with respect to the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementReal Property.
Appears in 1 contract
Closing Documents. At the closing Seller shall execute and de-liver to Purchaser: (a) At Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) the following:
(a Bill of Sale and Assignment of LLC Ownership Interests that i) a covenant deed ▇ ▇▇bstantially in the form of attached Exhibit B D hereto; ("Deed"b) conveying certified copies of resolutions duly adopted by the Real Property subject to no exceptions other than Board of Directors and shareholders of Seller authorizing the Permitted Exceptionssale of the Assets and the performance by Seller of its obligations hereunder; (d) an opinion of Seller's counsel, together with Michael S. Krome, P.C., dated as of the closing date, stating such ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇n that: (i) Seller is a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute corporation duly organized, validly existing and in accurate substance;
good standing under the laws of Delaware; (ii) an affidavit of titleSeller has full power and authority, the form corporate and substance of which shall be subject otherwise, 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;
enter into this agreement and perform its obligations hereunder; (iii) a ▇▇▇▇ the execution and delivery of sale, if applicable, conveying all this agreement and the performance by Seller of its obligations hereunder have been duly authorized by the Board of Directors and shareholders of Seller and no further action or approval is required in order to constitute this agreement as the binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor'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");
rights generally; (iv) a counterpart to a closing settlement statement approved the execution and delivery of this agreement and the performance by Seller of its obligations hereunder do not and Purchaser reflecting will not violate any provision of the credits, prorations, Certificate of Incorporation or Bylaws of Seller; and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement");
(v) an affidavit of Seller certifying that Seller except as may be set forth in this agreement, such counsel is not a "foreign person"representing Seller in any suit, as defined in action or proceeding against Seller which, if adversely determined, would prohibit the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended;
(vi) a termination con-summation 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 transactions contemplated by this Agreement;
agreement; and (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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xie) such other instruments as reasonably may be required by the Title Company and which are customarily delivered necessary or proper to transfer to Purchaser all other ownership interests in the State Assets to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser transferred under this Agreement.agreement At the closing Purchaser shall execute and deliver to Seller:
(a) the Promissory Note, Security Agreement and UCC Financing Statements provided for in Article 2 hereof; (b) At Closingcertified copies of resolutions duly adopted by the Board of Directors and shareholders of Purchaser authorizing the purchase of the Assets and the performance by Purchaser of its obligations hereunder; (c) An opinion of Purchaser's counsel, Purchaser shall execute and/or deliver to Seller and/or dated as of the Title Company (as applicable) the following:
closing date, stating such counsel's opinion that: (i) Purchaser is a corporation duly organized, validly existing and in good standing under the balance laws of the Purchase Price;
Delaware; (ii) the ▇▇▇▇ of SalePurchaser has full power and authority, if applicable;
corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) a counterpart the execution and delivery of this agreement and the performance by Purchaser of its obligations hereunder have been duly authorized by the Board of Directors and shareholders of Purchaser and no further action or approval is required in order to constitute this agreement as the Closing Statement;
binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) such organizational the execution and authorizing documents delivery of Purchaser as shall be required by this agreement and the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed performance by Purchaser at Closing of its obligations hereunder do not and to consummate will not violate any provision of the transaction contemplated by this Agreement;
Certificate of Incorporation or Bylaws of Purchaser; and (v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties except as may be set forth in this Agreementagreement, remain materially truesuch counsel is not representing Purchaser in any suit, correct and complete in all material respects on and as action or proceeding against Purchaser which, if adversely determined, would prohibit the consummation of the Closing Date, as modified transactions contemplated by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementagreement.
Appears in 1 contract
Sources: Agreement of Sale (Cdknet Com Inc)
Closing Documents. (a) At Closing, A. Seller shall execute and/or deliver to Purchaser and/or the Title Company (deliver, as applicable) , the followingfollowing documents at Closing:
(i) a covenant A special warranty deed in the form of attached Exhibit B ("Deed") conveying for the Real Property and Improvements as described in Section 3.A, subject only to no exceptions other than the applicable 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 titleA Seller’s affidavit, the in form and substance content reasonably acceptable to Buyer and the Title Company, affirming that no labor has been performed on behalf of which shall be subject Seller at the Real Property and Improvements within any applicable statutory lien period (or if work has been performed during such period, then certifying as to payment in full and/or waiving lien rights as to the approval Real Property and Improvements) and that there are no outstanding liens or rights to claim liens against the Real Property or Improvements arising by or on behalf of Seller; and that the Title Company sufficient Lease, which is being terminated at Closing, is the only lease or occupancy agreement in effect with respect to remove or modify as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyProperty, other than the Duke Lease;
(iii) a An executed closing statement itemizing the dollar amount of all financial matters relating to the Closing, including the adjustments and prorations provided herein;
(iv) A FIRPTA affidavit;
(v) A ▇▇▇▇ of sale, if applicable, conveying all of Seller's right, title and interest in and sale with respect to the Personal Property andand Warranties to be conveyed hereunder, to the extent assignablefree and clear of all liens, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale");
(iv) a counterpart to a closing settlement statement approved by Seller claims and Purchaser reflecting the creditsencumbrances, 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 amendedbut otherwise without any warranty;
(vi) a termination Such evidence of Seller’s authority as is reasonably requested by Buyer or the Management Agreement (Title Company and an owner’s title affidavit in accordance with such form as reasonably requested by the terms thereof); and, Title Company to remove the extent so-called standard exceptions from the same remain in effect, terminations of all other Terminated Contractsapplicable title insurance policies;
(vii) such organizational A duly executed copy of the Termination of Lease Agreement terminating the Lease;
(viii) An Assignment and authorizing Assumption of Lease document (the “Duke Lease Assignment”) with respect to that certain lease between Seller, as lessor, and Duke Power Company, as lessee, dated August 8, 1994 and recorded in Book 7900, page 828 of the Mecklenburg County Register of Deeds (the “Duke Lease”); and
(ix) Such other documents of Seller as reasonably shall may be required contemplated 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 or otherwise reasonably necessary or desirable in consummating the transaction contemplated by this Agreement;
(viii, including evidence of the authority of the person(s) to executing the extent that any Contracts remain in effect, an assignment of all closing documents on behalf 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser B. Buyer shall execute and/or deliver to Seller and/or the Title Company (deliver, as applicable) , the followingfollowing at Closing:
(i) An executed closing statement, itemizing the balance dollar amount of all financial matters related to the Purchase PriceClosing, including the adjustments and prorations provided for herein;
(ii) A duly executed copy of the ▇▇▇▇ Termination of SaleLease Agreement terminating the Lease, if applicableexecuted by CCCI;
(iii) a counterpart to A duly executed copy of the Closing Statement;Duke Lease Assignment; and
(iv) such organizational and authorizing Such other documents of Purchaser as shall may be required contemplated by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate or otherwise reasonably necessary or desirable in consummating the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as including evidence of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level authority of the standard person(s) executing the closing documents on behalf of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementBuyer.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Coca-Cola Consolidated, Inc.)
Closing Documents. The obligations of the Agent hereunder shall be conditional upon the Agent receiving, and the Agent shall have the right on the Closing Date on behalf of the Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers unless the Agent receives, at or prior to the Closing Time:
(a) At ClosingA legal opinion of the Corporation’s counsel addressed to the Agent and Agent’s counsel, Seller shall execute and/or deliver in form and substance reasonably satisfactory to Purchaser and/or the Title Company (Agent and Agent’s counsel, with respect to such matters as applicable) the followingAgent and Agent’s counsel may reasonably request relating to the offering of the Offered Shares, including, without limitation, that:
(i) the Corporation:
(A) has been duly incorporated, is validly subsisting and is current and up to date in respect of all corporate filings required under the laws of the jurisdiction of its incorporation;
(B) has all requisite power and authority to carry on its business as now conducted by it and to own its properties and assets; and
(C) is qualified to carry on business under the laws of the jurisdictions in which it carries on a covenant deed in the form material portion 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 substanceits business;
(ii) an affidavit the Corporation has all necessary corporate power and authority to enter into this Agreement and the Subscription Agreements and the Corporation has all necessary corporate power and authority to perform its obligations set out herein and therein, and this Agreement and the Subscription Agreements have been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of titlethe Corporation, enforceable against the form and substance of which shall be Corporation in accordance with their terms subject to the approval of the Title Company sufficient laws relating to remove creditors’ rights generally and except that rights to indemnity and contribution may be limited or modify as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyunavailable by applicable law;
(iii) the execution and delivery of this Agreement and the Subscription Agreements by the Corporation and the fulfillment of the terms thereof by the Corporation and the performance of and compliance with the terms of this Agreement and the Subscription Agreements by the Corporation do not and will not result in a ▇▇▇▇ breach of, or constitute a default under, and do not and will not create a state of salefacts which, if applicableafter notice or lapse of time or both, conveying all will result in a breach of Seller's rightor constitute a default under, title and interest in and any applicable laws or any term or provision of the articles, by-laws of the Corporation or, of which counsel is aware, resolutions of the directors or shareholders of the Corporation or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Personal Property andCorporation is a party or by which it is bound on the Closing Date, of which such counsel is aware, which might reasonably be expected to materially adversely affect the extent assignablebusiness, operations, capital or condition (financial or otherwise) of the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")Corporation;
(iv) a counterpart to a closing settlement statement the form and terms of the definitive certificates representing the Common Shares have been approved and adopted by Seller the directors of the Corporation and Purchaser reflecting are in due and proper form under the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (laws governing the "Closing Statement")Corporation;
(v) an affidavit of Seller certifying that Seller is not a "foreign person"the Common Shares have been duly created, authorized and issued as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, fully paid and the 1984 Tax Reform Act, as amendednon-assessable;
(vi) a termination the offering, sale, issuance and delivery of the Management Agreement (Offered Shares by the Corporation to the Subscribers in accordance with the Subscription Agreements are exempt, either by statute, regulation or order, from the registration and prospectus requirements of the Applicable Securities Laws in the Selling Jurisdictions and no prospectus will be required and no other document must be filed, proceeding taken or approval, permit, consent, authorization or authority obtained in any of the Selling Jurisdictions to permit such offering, sale and delivery of the Offered Shares by the Corporation to the Subscribers, except for the filing by the Corporation, within the prescribed time periods, of the required reports of such sale and the payment by the Corporation of applicable fees relating thereto; and as to the authorized and issued capital of the Corporation, the first trade in the Offered Shares and all other legal matters, including compliance with the Applicable Securities Laws, in any way connected with the issuance, sale and delivery of the Offered Shares as the Agent may reasonably request. It is understood that the Corporation’s counsel may rely on the opinions of local counsel acceptable to it as to matters governed by the laws of jurisdictions other than Alberta or Canada and on certificates of officers of the Corporation as to relevant matters of fact.
(b) A certificate of the Corporation dated the Closing Date, addressed to the Agent and signed on the Corporation’s behalf by its Chief Executive Officer and one other senior officer of the Corporation satisfactory to the Agent, acting reasonably, certifying that:
(i) the Corporation has complied with and satisfied all terms thereofand conditions of this Agreement and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time;
(ii) the representations, warranties and covenants of the Corporation set forth in this Agreement and the Subscription Agreements are true and correct at the Closing Time, as if made at such time;
(iii) no event of a nature referred to in subparagraph 9(a)(i); , (iii), (iv) or (v) has occurred or to the knowledge of such officers is pending, contemplated or threatened excluding with respect to subparagraphs 9(a)(iii), (iv) or (v) any obligation to make a determination as to the Agent's opinion;
(iv) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting or restricting the distribution of the Offered Shares has been made, or proceedings have been announced, commenced or, to the knowledge of the Corporation, threatened for the making of any such order, ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the extent the same remain in effectknowledge of such officers, terminations of all other Terminated Contractsno proceedings for such purpose are pending, contemplated or threatened;
(viiv) such organizational the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and authorizing documents acceptances of Seller as reasonably shall be required applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the Title Company to evidence Seller's authority to execute execution and delivery of 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 Subscription Agreements by the Purchaser's Contradictory Knowledge (as defined in Paragraph 6(a)Corporation, remain materially true, correct the offering and complete in all material respects on and as sale of the Closing Date, to Offered Shares and the level consummation of the standard other transactions contemplated hereby (subject to completion of knowledge applicable thereto when initially made;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after filings with certain regulatory authorities following the Closing Date; and
(xivi) such other instruments matters as reasonably may be required reasonably requested by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument Agent or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementAgent’s counsel.
(bc) At ClosingExecuted copies of the Subscription Agreements in form and substance reasonably satisfactory to the Agent and the Agent’s counsel.
(d) Confirmation of additional representations and warranties as may be reasonably requested by the Agent to address special issues identified during the course of the Agent’s due diligence review. Subject to the compliance by the Agent with its obligations hereunder, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
Corporation may not reject any properly completed Subscription Agreement unless: (i) the balance number of Common Shares subscribed for pursuant to all the Purchase Price;
Subscription Agreements and tendered by the Agent, exceeds the maximum number of Common Shares to be sold under this Agreement; or (ii) the ▇▇▇▇ issuance of Sale, if applicable;
(iii) a counterpart Offered Shares pursuant to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument Subscription Agreement would breach or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementviolate Applicable Securities Laws.
Appears in 1 contract
Closing Documents. (a) At the Closing, Seller shall execute and/or deliver deliver, or cause to Purchaser and/or be duly executed, acknowledged (if required) and delivered, to the Title Company the following with respect to the Property being sold by Seller pursuant hereto:
(i) A special or limited warranty deed containing a legal description of the Property as applicableset forth in Purchaser’s title commitment (“Title Commitment”) subject only to the Permitted Exceptions. If there is any discrepancy between the legal description in the Title Commitment and on the Exhibits attached hereto, Seller agrees to convey the Property using the legal description from the Title Commitment provided that, in such case, Seller is held harmless by the Title Company for any claim or liability arising out of the use of a revised legal description;
(ii) A standard form vendor’s affidavit signed by Seller containing such statements of fact by Seller or to Seller’s knowledge, relating to acts taken by Seller or any affiliate of Seller with respect to the Property, as may be reasonably required by the Title Company for Purchaser to obtain the Title Policy for the Property containing no exceptions except the Permitted Exceptions and otherwise sufficient for the Title Company to provide “gap” coverage.
(iii) The Lease Termination Agreement in the form annexed hereto as Exhibit “C” executed by Seller;
(iv) A consideration certificate as required by Kentucky law;
(v) A non-foreign affidavit within the meaning of Section 1445 of the Internal Revenue Code and Regulations promulgated therewith;
(vi) Evidence, which is reasonably satisfactory to the Title Company, (a) authorizing the sale of the Property by Seller; and (b) authorizing the execution, delivery and performance of all documents contemplated hereby by Seller;
(vii) A certificate stating that all representations, warranties and covenants of Seller set forth herein remain true and correct in all material respects at and as of the Closing; and
(viii) All other agreements, documents or instruments required under the terms of this Agreement to be executed and/or delivered by Seller or reasonably necessary to effectuate the transaction contemplated hereunder, provided such documents are consistent with Seller’s express obligations under this Agreement. Prior to the Closing Date, risk of loss shall be borne between Landlord and Tenant as more fully set forth in the Existing Lease for the Property. This provision shall supersede any contrary provision of applicable law.
(b) At the Closing, the Purchaser shall deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the Title Company, the following:
(i) a covenant deed in Cash or other immediately available funds for (x) the form of attached Exhibit B Purchase Price payable at Closing ("Deed") conveying the Real Property subject to no exceptions application of the Deposit in accordance with the terms of this Agreement) for the Property in accordance with Section 2 hereof, and (y) for the payment of all other than the Permitted Exceptions, together sums due from Purchaser in accordance with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substancethis Agreement;
(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 A consideration certificate as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyrequired by Kentucky law;
(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")The Lease Termination Agreement executed by Purchaser;
(iv) a counterpart Evidence which is reasonably acceptable to a closing settlement statement approved by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated Title Company authorizing the purchase of the Property by or specifically provided for in this Agreement (the "Closing Statement");Purchaser; and
(v) an affidavit of Seller certifying that Seller is not a "foreign person"Such other certificates, instruments, papers or documents 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequest.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Old National Bancorp /In/)
Closing Documents. The obligations of the Underwriters hereunder as to the Offered Units to be purchased at the Closing Time shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects, the Corporation having performed, at the Closing Time, all of their obligations hereunder theretofore to be performed and the Underwriters receiving at the Closing Time:
(a) At Closingfavourable legal opinions of the Corporation's counsel and the Underwriters' counsel addressed to the Underwriters, Seller shall execute and/or deliver in form and substance reasonably satisfactory to Purchaser and/or the Title Company (Underwriters, with respect to such matters as applicable) the followingUnderwriters may reasonably request relating to the offering of the Offered Units, the Corporation and the transactions contemplated hereby, including, without limitation, that:
(i) each of the Corporation and its Material Subsidiaries has been duly incorporated, is validly subsisting and has all requisite corporate power and authority to carry on its business as now conducted by it and to own, lease and operate its properties and assets and is qualified to carry on business under the laws of the jurisdictions where it carries on a covenant deed in the form material portion 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 substanceits business;
(ii) an affidavit the Corporation is the registered and legal holder of titleall issued and outstanding shares of the Material Subsidiaries, the form and substance other than SpectrumGold Inc. of which shall be subject to the approval it holds 59.17% of the Title Company sufficient to remove or modify as is customary issued and outstanding Shares, all of the standard prewhich such shares have been duly authorized and validly issued as fully paid and non-printed exceptions which do not require a survey to delete or modifyassessable;
(iii) a ▇▇▇▇ of sale, if applicable, conveying the Corporation has all of Seller's right, title necessary corporate power and interest in authority to enter into this Agreement and the Common Share Purchase Warrant Indenture and to perform its obligations set out herein and therein, and each of this Agreement and the Personal Property andCommon Share Purchase Warrant Indenture has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms subject to the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")laws relating to creditors' rights generally and except that rights to indemnity and contribution may be limited or unavailable by applicable law;
(iv) a counterpart to a closing settlement statement approved the execution and delivery of this Agreement and the Common Share Purchase Warrant Indenture and the fulfillment of the terms hereof and thereof by Seller and Purchaser reflecting the credits, prorationsCorporation, and adjustments contemplated the performance of and compliance with the terms of this agreement by the Corporation does not and will not result in a breach of, or specifically provided for constitute a default under, and does not create a state of facts which, after notice or lapse of time or both, will result in this Agreement (a breach of or constitute a default under, any applicable laws or any term or provision of the "Closing Statement")memorandum, articles or resolutions of the directors or shareholders of the Corporation, as applicable, or any Material Agreements;
(v) an affidavit the Shares forming part of Seller certifying that Seller is not a "foreign person"the Offered Units have been duly and validly created, allotted and issued as defined in fully paid and non-assessable Shares of the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amendedCorporation;
(vi) a termination the Common Share Purchase Warrants comprising part of the Management Agreement (Offered Units have been duly and validly created and issued, and the Warrant Shares have been allotted for issuance and will be validly issued as fully paid and non-assessable Shares upon exercise of the Common Share Purchase Warrants forming part of the Offered Units in accordance with the terms thereof); and, to of the extent the same remain in effect, terminations of all other Terminated ContractsCommon Share Purchase Warrant Indenture;
(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 securities comprising the transaction contemplated by this AgreementOffered Units are eligible investments under the statutes set out under the heading “Eligibility for Investment” in the Prospectuses;
(viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the securities comprising the Offered Units for distribution and sale to the extent that any Contracts remain public in effect, an assignment each of all such Qualifying Provinces by or through investment dealers and brokers duly registered under the applicable laws of Seller's rights and interests in such provinces who have complied with the Contracts (other than Terminated Contracts) to Purchaser in the form relevant provisions of attached Exhibit E ("Assignment of Contracts")such Applicable Securities Laws;
(ix) the Corporation is a certificate stating that Seller's representations and warranties set forth “reporting issuer” not in Paragraph 6(a) default 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 any requirement of the Closing Date, to Securities Act (British Columbia) and the level regulations thereunder and has a similar status under the Applicable Securities Laws of each of the standard of knowledge applicable thereto when initially madeother Qualifying Provinces;
(x) the Corporation has the necessary power and authority to execute and deliver the Prospectuses and all original filesnecessary action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, licensesas the case may be, permitsin each of the Qualifying Provinces in accordance with Applicable Securities Laws;
(xi) the Shares forming part of the Offered Units and the Shares issuable upon the exercise of the Common Share Purchase Warrants are conditionally listed and, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining upon notification to the PropertyExchange of the issuance and sale thereof, all will be posted for trading on the Exchange;
(xii) Computershare Trust Company of which shall be delivered to Purchaser within one Canada, at its principal offices in Halifax, Vancouver and Toronto has been duly appointed the transfer agent and registrar for the Shares and the Common Share Purchase Warrants (1) business day after including the Closing DateShares forming part of the Offered Units and those issuable upon exercise of the Common Share Purchase Warrants); and
(xixiii) to such counsel's knowledge, there are no legal or governmental proceedings pending or threatened to which any of the Corporation or its subsidiaries is a party or to which any of their properties is subject that are required to be described in the Prospectus and are not so described, and as to all other instruments legal matters, including compliance with Applicable Securities Laws in any way connected with the issuance, sale and delivery of the Offered Units as the Underwriters may reasonably request. It is understood that the respective counsel may be required rely on the opinions of local counsel acceptable to them as to matters governed by the Title Company laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation's auditors as to relevant matters of fact. It is further understood that the Underwriters' counsel may rely on the opinion of the Corporation's counsel as to matters which are customarily delivered in relate to the State to effectuate Corporation and the within transaction; provided that Seller shall not be obligated to cause Shares, including the delivery issuance of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.the Offered Units;
(b) At Closinga legal opinion, Purchaser shall execute and/or deliver dated the Closing Date, from Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special United States counsel to Seller and/or the Title Company Corporation, to the effect that registration of the Units, Shares or Common Share Purchase Warrants will not be required under the United States Securities Act of 1933, as amended, in connection with the sale by the Corporation of the Offered Units to the Underwriters, the public offering by the Underwriters of a portion of the Offered Units in Canada or the initial resales of a portion of the Offered Units by U.S. registered broker-dealer affiliates of the Underwriters within the United States in accordance with the terms set out in Schedule “A” attached hereto, it being understood that such counsel need not express any opinion with respect to any subsequent resale of the Units, Shares or Common Share Purchase Warrants;
(as applicablec) a certificate of the followingCorporation dated the Closing Date, addressed to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and Chief Financial Officer of the Corporation or such other officers or directors of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that:
(i) the balance Corporation has complied with and satisfied all terms and conditions of this agreement on its part to be complied with or satisfied at or prior to the Purchase PriceClosing Time, as applicable;
(ii) the ▇▇▇▇ representations and warranties of Salethe Corporation set forth in this agreement are true and correct in all material respects at the Closing Time, as if applicable;made at such time; and
(iii) no event of a counterpart nature referred to in subsection 11(a), (b) or (d) has occurred or to the Closing Statementknowledge of such officer is pending, contemplated or threatened;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vid) a certificate stating that Purchasercomfort letter of the Corporation's representations auditors, addressed to the Underwriters and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of dated the Closing Date, as modified by any contradictory applicable, satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information of which Seller may have acquired actual knowledge contained in the interim, comfort letter or letters referred to in subsection 4(c) up to the level Closing Time, as applicable, which comfort letter shall be not more than two Business Days prior to the Closing Date;
(e) evidence satisfactory to the Underwriters that the Shares (including the Warrant Shares) comprising part of the standard Offered Units have been conditionally listed on the Exchange not later than the close of knowledge applicable thereto when initially madebusiness on the last Business Day preceding the Closing Date and shall be posted for trading as at the opening of business on the Closing Date;
(f) directors' and officers' questionnaires duly completed by the Corporation's directors and senior officers in a form satisfactory to the Underwriters and Underwriters' counsel, acting reasonably; and
(viig) such other instruments certificates and documents as reasonably the Underwriters may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequest, acting reasonably.
Appears in 1 contract
Closing Documents. (a) At the Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) Buyer all of 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 ExceptionsAn Officer's Certificate, 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 dated as of the Closing Date, to certifying as true and correct the level representations and warranties of the standard Seller hereunder as of knowledge applicable thereto when initially made;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and.
(xiii) such Seller's Certificate of Good Standing issued by the state of organization not more than 14 days prior to closing.
(iii) All Books and Records relating to the Assets in a form satisfactory to Buyer. Such other documents and instruments as reasonably may be required by reasonably necessary to affect the Title Company intent of this Agreement and which are customarily delivered consummate the transactions contemplated hereby, including but not limited to a documented resolution to the public right of way easement issue regarding cable under the street at the Property.
(iv) The Escrow Agreement.
(v) The Required Consents.
(vi) The Acknowledgement in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.form attached hereto as Exhibit 9.2 duly executed by Pace Electronics, Inc.
(b) At the Closing, Purchaser Buyer shall execute and/or deliver or shall have delivered to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of SaleAn Officer's Certificate, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and dated as of the Closing Date, certifying as modified by any contradictory information true and correct the representations and warranties of which Seller Buyer hereunder as of the Closing Date.
(ii) The Purchase Price less the Escrow Amount.
(iii) Such other documents and instruments as may have acquired actual knowledge be reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby.
(iv) A ▇▇▇▇ of Sale in the interimform of Exhibit B, and an Assignment and Assumption Agreement in the form of Exhibit C, by which the Assets to be transferred have been transferred to Buyer.
(v) The Escrow Agreement.
(vi) The Escrow Amount to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementEscrow Agent.
Appears in 1 contract
Closing Documents. Sellers, MI, the Operator, or their respective Affiliates and/or the Tenant, as applicable, shall have delivered (or cause to be delivered) to Purchaser, with respect to each Property:
(a) At ClosingA Special Warranty Deed, Seller shall execute and/or deliver duly executed by the Owner, conveying to Purchaser and/or the Title Company (as applicable) Applicable Property Transferee good and marketable title to such Property, free from all liens, encumbrances, security interests, options and adverse claims of any kind or character, subject to the following:
(i) a covenant deed Permitted Encumbrances, in the form set forth in Schedule Q attached hereto;
(b) An Assignment of attached Exhibit B Contracts ("Deed"including any construction related contracts) 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 set forth in accurate substance;
(ii) Schedule R hereto, an affidavit Assignment 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 set forth in Schedule S hereto, each duly executed by the Owner ("▇▇▇▇ 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"its Affiliate, as defined applicable), transferring and assigning to the Applicable Property Transferee all rights, title and interest of Owner (or its Affiliate, as applicable) in the Federal Foreign Investment in Real Property Tax Act of 1980Assets (other than any existing FAS, and the 1984 Tax Reform Actany existing FF&E or any existing Inventories) related to such Property, as amended;
(vi) a termination of the Management Agreement (in accordance with the terms thereof); andtogether with, to the extent the same remain are in effectOwner's or its Affiliate's (or their agent's) possession, terminations original (or copies certified by Owner as true and correct), fully executed copies of all other Terminated Contractsagreements constituting any of the same;
(viic) A Warranty Bill of Sale in the form set forth ▇▇ Schedule V hereto, duly executed by Owner, transferring to the Applicable Property Transferee all rights, title and interest of Owner in any existing FAS associated with such organizational Property, any FF&E associated with such Property and authorizing documents any existing Inventories located at such Property;
(d) A copy of Seller as reasonably shall be required the Threshold Guaranty duly executed by Guarantors and Tenant;
(e) A copy of the Operating Agreement for such Property duly executed by the Title Company Operator and the Tenant and a Memorandum of Operating Agreement for such Property (except for the Operating Agreement for the Towson Property) in recordable form duly executed by the Operator and the Tenant;
(f) The Lease for such Property duly executed by the Tenant and the Applicable Property Transferee and a Memorandum of Lease for such Property (except for the Lease for the Towson Property) in recordable form;
(g) The Owner Agreement for such Property duly executed by the Operator, the Applicable Property Transferee and the Tenant;
(h) An original (or if not available, a copy) of the final certificate of occupancy for such Property;
(i) A Substitute Architect's Certificate in respect of the Improvements to evidence Sellersuch Property in the form attached hereto as Schedule W;
(j) A Substitute Engineer's authority Certificate in respect of the Improvements to execute such Property in the form attached hereto as Schedule X;
(k) Certified copies of applicable resolutions and certificates of incumbency with respect to Owner, MI, MSLS, the Tenant and such other Persons as Purchaser may reasonably require;
(l) A certificate of a duly authorized officer of each of MI, MSLS, Owner and Tenant confirming the continued truth and accuracy of its representations and warranties in this Agreement (subject to such changes as Owner has given notice of to Purchaser pursuant to Section 6 and subject to Section 4.4(b));
(m) The "As-Built" Drawings;
(n) Copies of the Permits (certified by Owner as true and correct);
(o) Copies of the Contracts (certified by Owner as true and correct);
(p) The original (or if not available, copies) of any documents and all warranties and guarantees pertaining to be the Improvements, specifically including the manufacturer's roof membrane warranty issued with respect to the buildings comprising the Improvements;
(q) The FF&E Schedule;
(r) An owner's affidavit executed by Seller at Closing Owner in the form of Schedule Y for the purpose of satisfying any request for the same in the applicable Title Commitments;
(s) A settlement statement;
(t) The Pooling Agreement executed by MSLS, the Applicable Property Transferee and the Tenant;
(u) The Transition Period Sublease for such Property executed by Tenant and MSLS, if applicable pursuant to Section 4.8 below;
(v) Assignments of Purchase Contract by Purchaser to each of the Applicable Property Transferees as it relates to the applicable Property in the form of Schedule T; and
(w) Such other documents, certificates and other instruments as may be reasonably required 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementhereby.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (CNL Retirement Properties Inc)
Closing Documents. (a) At ClosingOn or before the Closing Date, Seller shall execute and/or deliver into Escrow or to Purchaser and/or the Title Company (Purchaser, as applicable) the followingappropriate:
(i) a covenant general warranty grant deed conveying the fee estate in the Land to Purchaser, duly authorized, executed and acknowledged by Seller, 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 commonly used in the form prescribed by statute and in accurate substancestate where the Land is located (“General Warranty Deed”);
(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 sale transferring to Purchaser all of the Furnishings, Expendables (other than those items leased or loaned to Seller as described in Exhibits C and D), duly authorized and executed by Seller's right, title and interest in and Exhibit B in a form mutually agreeable to the Personal Property andparties, together with original certificates of title for all vehicles that are part of the Transferred Property, endorsed to transfer same to Purchaser (and any necessary governmental forms to effect the extent assignable, transfer);
(iii) possession of the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")Property;
(iv) a counterpart to a closing settlement statement approved by certified copy of such corporate and partnership authorizations, approvals and incumbencies of Seller and Purchaser reflecting as the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement")Title Company shall reasonably require;
(v) an affidavit of Seller certifying that Seller is not a "foreign person", as defined any and all plans and specifications for the Improvements on the Property in the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended;Seller’s possession.
(vi) a termination transfer/assignment of the Management Agreement (in accordance with hunting lease if owner of the terms thereof); land consents, 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 office lease for 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) items in Exhibit B in a form mutually agreeable to the extent that any Contracts remain in effect, an assignment of all of Seller's rights parties 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under consistent with this Agreement.
(b) At ClosingOn or before the Closing Date, Purchaser shall execute and/or deliver into Escrow or to Seller and/or the Title Company (Seller, as applicable) the followingappropriate:
(i) the balance portion of the Purchase PricePrice to be paid at Closing pursuant to Section 2.1 hereof and any other funds needed to satisfy Purchaser’s obligations hereunder;
(ii) the ▇▇▇▇ of Salesuch corporate or partnership authorizations, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational approvals and authorizing documents of Purchaser incumbencies as shall be required by Seller or the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as shall reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequire.
Appears in 1 contract
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 The obligations of the Title Company sufficient Underwriters hereunder to remove or modify as is customary all of purchase the standard pre-printed exceptions which do not require a survey to delete or modify;
(iii) a ▇▇▇▇ of saleOffered Units at the Closing Time or, if applicable, conveying all of Seller's rightany Additional Closing Time, 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 conditional upon 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) and other statements of this Agreementthe Corporation herein being, 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 at and as of the Closing DateTime, to true and correct in all material respects, the level of Corporation having performed in all material respects, at the standard of knowledge applicable thereto when initially made;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining to the PropertyClosing Time, all of which shall its obligations hereunder theretofore to be delivered to Purchaser within one (1) business day after performed and the Underwriters receiving at the Closing Date; andTime:
(xia) favourable legal opinions of the Corporation’s counsel addressed to the Underwriters, in form and substance reasonably satisfactory to the Underwriters, with respect to such other instruments matters as the Underwriters may reasonably may be required by request relating to the Title Company Corporation, the offering of the Offered Units and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closingtransactions contemplated hereby, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the followingincluding, without limitation, that:
(i) the balance Corporation has been duly incorporated and is validly subsisting and has all requisite corporate capacity and power to carry on its business as now conducted by it and to own its properties and assets as described in the Prospectuses and is qualified to carry on business under the laws of each of the Purchase Pricejurisdictions in which it carries on a material portion of its business;
(ii) the ▇▇▇▇ Subsidiary has been duly incorporated or amalgamated and is validly subsisting and has all requisite corporate capacity and power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of Sale, if applicableeach of the jurisdictions in which it carries on a material portion of its business;
(iii) the Corporation has full corporate power and authority to enter into this Agreement and to perform its obligations set out herein, and this Agreement has been duly authorized, executed and delivered by the Corporation and this Agreement constitutes a counterpart legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its respective terms, except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to the Closing Statementstandard enforceability qualifications;
(iv) such organizational the execution and authorizing documents delivery of Purchaser as shall be required this Agreement, the Private Placement Subscription Agreement, the Warrant Indenture and the Compensation Options and the fulfillment of the terms hereof and thereof by the Title Company to evidence Purchaser's authority to execute Corporation, and the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under:
(a) any documents applicable laws of the Province of Ontario or the federal laws of Canada applicable therein; (b) any term or provision of the articles or by-laws, as applicable, of the Corporation; (c) of which counsel is aware, any resolutions of the shareholders or directors (or any committee thereof) of the Corporation; (d) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to be executed which the Corporation is a party or by Purchaser at Closing and which it is bound; or (e) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or its properties or assets, which individually or in the aggregate would result in a material adverse effect, would materially impair the ability of the Corporation to consummate perform the transaction obligations contemplated by this Agreement, the Private Placement Subscription Agreement, the Warrant Indenture or the Compensation Options, or would materially impair or affect the consummation of the transactions contemplated by this Agreement or the Private Placement Subscription Agreement;
(v) the Assignment Offering and the Concurrent Private Placement have been duly authorized by all necessary corporate action on the part of Contractsthe Corporation;
(vi) the Underlying Securities have been duly and validly created, allotted and issued as fully paid and non-assessable Common Shares and Warrants of the Corporation and, upon exercise of the Warrants in accordance with the Warrant Indenture, the Warrant Shares will be fully paid and non-assessable shares of the Corporation;
(vii) the attributes of the Offered Units, Private Placement Units, Underlying Securities and Warrant Shares conform in all material respects with the description thereof contained in the Prospectuses and the Subscription Agreement, as applicable;
(viii) the Compensation Options have been duly and validly created, allotted and issued as fully paid and non-assessable Compensation Options of the Corporation, and upon exercise of the Compensation Options in accordance with the terms of the Compensation Options, the Compensation Option Underlying Shares and Compensation Option Underlying Warrants will be fully paid and non-assessable shares and warrants of the Corporation, and upon exercise of the Compensation Option Underlying Warrants, the Compensation Option Underlying Warrant Shares will be fully paid and non- assessable shares of the Corporation;
(ix) subject to the qualifications set out in the Prospectuses under the heading “Eligibility for Investment”, the Offered Units, the Private Placement Units and the Common Shares and Warrants underlying the Offered Units and Private Placement Units and the Warrant Shares underlying the Warrants are “qualified investments” for Exempt Plans, and the statements in the Prospectuses under the heading “Eligibility for Investment” constitute a fair summary of the matters discussed therein;
(x) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Applicable Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Units for distribution and sale to the public in each of such Qualifying Provinces by or through investment dealers and brokers duly registered under the Applicable Securities Laws who have complied with the relevant provisions of such Applicable Securities Laws;
(xi) no filing, proceeding, approval, consent or authorization is required to be made, taken or obtained by the Corporation under Applicable Securities Laws to permit the issuance by the Corporation of the Offered Units, the Private Placement Units, the Underlying Securities, the Compensation Options or the Compensation Option Underlying Securities, provided that no commission or other remuneration is paid or given in respect of the distribution except for administrative or professional services or for services performed by a registered dealer, except as may be required under Applicable Securities Laws and the requirements of the Exchange;
(xii) the Corporation has the necessary corporate power and authority to sign and deliver the Prospectuses and the Private Placement Subscription Agreement and all necessary corporate action has been taken by the Corporation to authorize the signing and delivery by it of the Prospectuses and the Subscription Agreement, and the filing of the Prospectuses, as the case may be, in each of the Qualifying Provinces in accordance with Applicable Securities Laws;
(xiii) TSX Trust Company, at its principal offices in Toronto, Ontario, has been duly appointed the transfer agent and registrar for the Common Shares and the warrant agent and registrar for the Warrants;
(xiv) the form and terms of the definitive certificates representing the Common Shares, the Warrants and the Compensation Options have been duly approved and adopted by the board of directors of the Corporation and comply with all legal requirements (including the requirements of the Exchange) relating thereto; and
(xv) the authorized capital of the Corporation. It is understood that the Corporation’s counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation’s auditors as to relevant matters of fact;
(b) a certificate stating that Purchaser's of the Corporation dated the Closing Date addressed to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Underwriters, acting reasonably, with respect to:
(i) the constating documents of the Corporation;
(ii) the resolutions of the directors of the Corporation relevant to the Offering and the Concurrent Private Placement, the sale of the Offered Units and Private Placement Units, the Compensation Options, the grant of the Underwriters’ Option and Underwriters’ Private Placement Option, and, the authorization of this Agreement and the transactions contemplated herein; and
(iii) the incumbency and signatures of signing officers for the Corporation;
(c) the Underwriters receiving certificates of status and/or compliance, where issuable under applicable law, for the Corporation and the Subsidiary, each dated within one (1) Business Day prior to the Closing Date;
(d) a certificate of the Corporation dated the Closing Date addressed to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Underwriters, acting reasonably, certifying, on behalf of the Corporation and without personal liability, that:
(i) the Corporation has complied with and satisfied all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;
(ii) the representations and warranties of the Corporation set forth in this AgreementAgreement are true and correct at the Closing Time, remain materially trueas if made at such time except where the failure to be true and correct would not, correct individually or in the aggregate, result in a material adverse effect; and
(iii) no event of a nature referred to in Section 6(1), Section 6(2), Section 11(1)(a), Section 11(1)(b), Section 11(1)(b) or Section 11(1)(c) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Underwriter’s opinion or determination); and complete in all material respects on each such statement shall be true and as the Underwriters shall have no knowledge to the contrary;
(e) comfort letter(s) of the Corporation’s auditors to provide a customary “bring- down” comfort letter from the Corporation’s auditors pursuant to Section 4(c) addressed to the Underwriters and dated the Closing Date, as modified by any contradictory satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information of which Seller may have acquired actual knowledge contained in the interim, comfort letters referred to in Section 4(c) hereof up to the level Closing Time, which comfort letters shall be not more than 2 Business Days prior to the Closing Date;
(f) the Underwriters receiving the executed lock-up agreements from each director and officer of the standard Corporation in favour of knowledge applicable thereto when initially made; andthe Underwriters in a form satisfactory to the Underwriters as required pursuant to Section 14(1) of this Agreement;
(viig) evidence satisfactory to the Underwriters that the Corporation has obtained all necessary third party approvals and all necessary approvals of the Exchange for the issuance of the Offered Units, the Private Placement Units, the Underlying Securities, the Compensation Options and the Compensation Option Underlying Securities, subject only to the filing of Prospectuses and ancillary documentation in respect of the Offered Units and required documents which are in the possession of the Corporation on the Closing Date and payment of applicable fees;
(h) such other instruments certificates and documents as reasonably the Underwriters may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequest, acting reasonably.
Appears in 1 contract
Sources: Underwriting Agreement
Closing Documents. (a) At or prior to Closing, Seller each party shall deliver to the other party appropriate evidence to establish the authority of such party to enter into and close the transaction contemplated hereby. Without limiting the foregoing, Contributor shall deliver to Partnership a copy of the Limited Partners' Consent. Additionally, Contributor and/or, as the case may be, the General Partner shall execute and/or and deliver to Purchaser and/or the Title Company (as applicable) the followingPartnership at Closing:
(i) a covenant warranty deed in the form of attached Exhibit B ("Deed") conveying the Real Property duly executed and acknowledged, subject only to no exceptions other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit sufficient to transfer and convey to Partnership fee simple title to the Premises as required by this Agreement, and otherwise in the form prescribed by statute and in accurate substancesubstance acceptable to Partnership and Title Insurer;
(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 modifyPolicy;
(iii) a ▇▇▇▇ of sale, if applicable, conveying all of Seller's right, sale sufficient to transfer to Partnership title and interest in and to the tangible Personal Property and, to the extent assignable, the Intangible Property in the form and containing appropriate warranties of attached Exhibit C ("▇▇▇▇ of Sale")title as required by this Agreement;
(iv) a counterpart letter in form and substance satisfactory to a closing settlement statement approved by Seller and Purchaser reflecting Partnership, advising tenants under the creditsLeases of the change in ownership of the Premises, prorationsof Partnership's future liability for tenant security, pet, redecorating or other deposits refundable under the Leases, and adjustments contemplated by directing them to pay rent to Partnership or specifically provided for in this Agreement (the "Closing Statement")as Partnership may direct;
(v) any and all affidavits, certificates or other documents required by Title Insurer in order to cause it to issue an affidavit of Seller certifying that Seller is not a "foreign person", as defined owner's title insurance policy in the Federal Foreign Investment in Real Property Tax Act of 1980, form and the 1984 Tax Reform Act, as amendedcondition required by this Agreement;
(vi) a termination counterpart of an assignment of the Management Agreement Leases (together with a transfer of all security deposits listed in accordance the Rent Roll delivered by Contributor pursuant to Section 12(a)(viii) below) and those Service Contracts accepted by Partnership with an assumption of the terms thereofduties and obligations thereunder arising on or after the Closing Date, (the counterpart delivered pursuant to this provision shall contain indemnification provisions providing that Contributor shall indemnify Partnership against any claims arising under the Leases and/or the Service Contracts accruing on or before the Closing Date and that Partnership shall similarly indemnify Contributor against those claims accruing after the Closing Date, said indemnification provisions being in form and substance reasonably acceptable to Contributor, Partnership and their attorneys); ;
(vii) an updated Rent Roll certified by Contributor as being true, accurate and complete in all material respects as of the Closing Date;
(viii) all of the original Leases and written Service Contracts to be assumed by Partnership (provided that Contributor shall have the right to make all such original Leases and Service Contracts available to Partnership at the Premises), and, to the extent in Contributor's possession or control, any and all building plans, surveys, site plans, engineering plans and studies, utility plans, landscaping plans, development plans, specifications, drawings, marketing artwork, construction drawings, environmental reports, soil tests, complete warranty book including all contractors and subcontractors and other documentation concerning all or any part of the same remain in effect, terminations Property (all of all other Terminated Contracts;
(vii) such organizational and authorizing documents of Seller as reasonably which shall be required by made available to Partnership at 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"Premises);
(ix) a certificate stating that Seller's representations and any warranties set forth or guaranties which are 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, any way applicable to the level of the standard of knowledge applicable thereto when initially madeProperty or any part thereof and which by their terms are freely transferable to Partnership;
(x) to the extent in the possession or control of Contributor, all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining to keys for the Property, all with identification of the lock to which each such key relates (which shall be delivered made available to Purchaser within one (1) business day after Partnership at the Closing Date; andPremises);
(xi) Contributor's affidavit stating, under penalty of perjury, Contributor's U.S. taxpayer identification number and that Contributor is not a foreign person within the meaning of Section 1445 of the Code;
(xii) a certificate specifying any changes occurring between the Effective Date and the Closing Date with respect to the representations and warranties made by Contributor and the General Partner in this Agreement;
(xiii) a duly executed Amendment to the Partnership Agreement and signature page thereto admitting Contributor as an Additional Limited Partner;
(xiv) an assignment or such other instruments document(s) as reasonably may be are required by Partnership or Lender to transfer all reserve accounts held by the Title Company and Lender for the benefit of the Contributor which are customarily delivered being assumed by the Partnership;
(xv) a Registration Rights Agreement executed by Contributor and substantially in the State form of Exhibit I, attached hereto;
(xvi) all other documents reasonably required by Partnership in order to effectuate perfect the within transaction; provided that Seller shall not be obligated conveyance, transfer and assignment of the Property to cause Partnership (including, without limitation, an assignment of Contributor's rights or interests in general intangibles pertaining to the delivery Premises, an assignment of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementthe currently effective Certificate of Occupancy for the Premises if required by applicable law.
(b) At Partnership also shall deliver or cause to be delivered to Contributor at Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) such documents, instruments, or certificates as are reasonably required by Title Insurer for Partnership to acquire the ▇▇▇▇ of Sale, if applicableProperty pursuant to this Agreement;
(iii) a counterpart certificate specifying any changes occurring between the Effective Date and the Closing Date with respect to the Closing Statementrepresentations and warranties made by Partnership in this Agreement;
(iv) such organizational a counterpart of an assignment of the Leases (together with a transfer of all security deposits listed in the Rent Roll delivered by Contributor pursuant to Section 12(a)(viii) above) and authorizing documents those Service Contracts accepted by Partnership's assumption of Purchaser as the duties and obligations thereunder arising on or after the Closing Date (the counterpart delivered pursuant to this provision shall be required by contain indemnification provisions providing that Contributor shall indemnify Partnership against any claims arising under the Title Company Leases and/or the Service Contracts accruing on or before the Closing Date and that Partnership shall similarly indemnify Contributor against those claims accruing after the Closing Date, said indemnification provisions being in form and substance reasonably acceptable to evidence Purchaser's authority to execute this Agreement Contributor, Partnership and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreementtheir attorneys);
(v) the Assignment of ContractsLender's assumption agreement;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, duly executed Amendment to the level of the standard of knowledge applicable thereto when initially madePartnership Agreement admitting Contributor as an Additional Limited Partner; and
(vii) such other instruments as reasonably may be required a Registration Rights Agreement executed by the Title Company REIT and which are customarily delivered substantially in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery form of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementExhibit I, attached hereto.
Appears in 1 contract
Sources: Agreement to Contribute (Vinings Investment Properties Trust/Ga)
Closing Documents. (a) At Closing, The following documents shall be executed and/or delivered as of Closing with respect to each of Irmo and ▇▇▇▇▇:
5.4.1. Seller shall execute and/or and deliver to Purchaser and/or the Title Company (as applicable) the following:
(i) a covenant deed in the form of attached Exhibit B ("Deed") limited warranty deeds conveying the Real Property subject to no exceptions other than Buyer. If the Permitted Exceptions, together with Buyer obtains 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 new or updated survey of the Title Company sufficient to remove or modify as is customary all of Real Property and the standard pre-printed exceptions which do not require legal description set forth in Purchaser’s survey differs from the legal description set forth in Exhibit A hereto, Seller shall also execute and deliver a survey to delete or modify;quitclaim deed containing a legal description based upon Purchaser’s survey.
(iii) 5.4.2. Seller shall execute and deliver a ▇▇▇▇ of sale, if applicable, conveying Sale transferring to Buyer all of Seller's ’s right, title and interest in and to the Personal Property andProperty, if any, free and clear of all charges, security interests, mortgages, liens, and encumbrances created or arising by or through Seller (other than Permitted Exceptions).
(a) Seller and Buyer shall each execute and deliver an Assignment and Assumption of Leases pursuant to which Seller shall assign, and Buyer shall from and after the date of Closing, assume, all of Seller’s right, title, interest, rights, duties, and obligations under all Leases;
(b) Seller and Buyer shall each execute and deliver an Assignment and Assumption of Contracts and Warranties pursuant to which Seller shall assign, and Buyer shall from and after the date of Closing, assume all of Seller’s rights, title interest, duties and obligations under the Contracts and all Continuing Contracts in force and effect as of Closing, and such other matters (limited to Seller’s rights therein and only to the extent assignable) as are to be assigned by Seller to Buyer hereunder (such other matters to include any warranties, permits, licenses, and other items necessary or useful in connection with the Intangible operation of the Property).
5.4.4. To the extent not previously delivered, at Closing Seller shall deliver to Buyer (i) the originals of all Leases then in force and effect (or to the extent that Seller does not have an original executed copy of any of the Leases in Seller’s possession, a photostatic copy of such Lease, together with a certification by Seller that such photostatic copy is a true and correct copy of such Lease) and the originals or true copies of all Continuing Contracts then in force and effect; (ii) the originals or true copies of all real estate tax records, utility bills, and other records relating to the use, ownership and operation of the Real Property during the period owned by Seller to the extent in Seller’s or an affiliate or agent of Seller’s possession as of Closing; (iii) all plans, specifications and “as builts” relating to the form Real Property to the extent in Seller’s or an affiliate or agent of attached Exhibit C ("▇▇▇▇ Seller’s possession as of Sale");
Closing; (iv) a counterpart the most recent certificates of use and occupancy to a closing settlement statement approved by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated by extent in Seller’s or specifically provided for in this Agreement (the "Closing Statement");
an affiliate or agent of Seller’s possession as of Closing; (v) to the extent not already provided herein, any warranties, guarantees, operating manuals or documents, maintenance, supply, and service contracts, engineering data, and other documents respecting the use, operation, or ownership of the Property which are in Seller’s or an affiliate or agent of Seller’s possession as of Closing; (vi) the Tenant Estoppel Letters required to be delivered pursuant to Section 2.9 above to the extent the same have been obtained by Seller; and (viii) all access, operating, or other keys to the Property in Seller’s possession as of Closing.
5.4.5. Seller shall deliver the Inventory of the Personal Property, if any, updated as of Closing.
5.4.6. Seller and Buyer shall approve a closing statement reflecting costs and adjustments set forth in Sections 6.1 and 6.2.
5.4.7. Seller shall execute and deliver to Buyer an affidavit of Seller certifying confirming 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 ” under §1445 of the Management Agreement (Code.
5.4.8. Seller shall deliver in accordance with a form reasonably acceptable to Buyer a notification to tenants of the terms thereof); andsale and purchase of the Property, which notification shall instruct the tenants to pay all rent and charges directly to Buyer, from and after the extent Closing.
5.4.9. Seller shall deliver to Buyer the same remain in effect, terminations of all other Terminated Contracts;
(vii) such organizational and authorizing documents of Seller as reasonably shall be letter or letters required by Section 4.1.8. hereof.
5.4.10. Seller shall execute and deliver to Buyer 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 audit letter in the form of Exhibit L 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementhereto.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Agreement of Purchase and Sale (Inland Western Retail Real Estate Trust Inc)
Closing Documents. (a) At the Closing, the Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) Buyer the followingfollowing documents and other items:
(i) a covenant deed in the form of attached Exhibit B ("The 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 standard transfer tax and in accurate substance;residency forms with respect thereto.
(ii) an affidavit Affidavit of titleTitle in standard form, the form and substance of which shall be subject reasonably acceptable to the approval of Buyer and 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;Buyer’s title insurance company.
(iii) a ▇▇▇▇ A General Assignment and Bill of saleSale, 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 substantially in the form of attached hereto and made a part hereof as Exhibit C ("▇▇▇▇ of Sale");D.
(iv) a counterpart to a closing settlement statement approved by Seller An Assignment and Purchaser reflecting the credits, prorations, and adjustments contemplated by or specifically provided for in this Assumption Agreement (the "Closing Statement"“Assignment and Assumption Agreement”);, substantially in the form attached hereto and made a part hereof as Exhibit E.
(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;The Leaseback Lease.
(vi) a termination A certificate, dated the Closing Date, certifying that all 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 of the Seller 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 Agreement are true, correct and complete in all material respects on and as of the Closing Date as if made on the Closing Date, .
(vii) A Foreign Investment in Real Property Tax Act affidavit.
(viii) The most recent tax bills for the Property.
(ix) A resolution signed by all of the members of the Seller authorizing the consummation of the sale of the Property to the level of Buyer on the standard of knowledge applicable thereto when initially made;terms set forth herein.
(x) all original files, licenses, permits, certificates of occupancy, All keys, access codes and agreements in Seller's possession pertaining if any, relating to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and.
(xi) such A closing statement showing the Purchase Price, all adjustments thereto and all disbursements in connection with the Closing.
(xii) Any other instruments documents required to be delivered by the Seller under this Agreement if not theretofore delivered, and any other documents customarily required in connection with the sale of real estate as reasonably may be required requested by the Buyer and/or Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementCompany.
(b) At the Closing, Purchaser the Buyer shall execute and/or deliver to furnish the Seller and/or the Title Company (as applicable) with the following:
(i) the The balance of the Purchase Price;Price as provided herein. 4888-3897-1619, v. 10
(ii) the ▇▇▇▇ of Sale, if applicable;The Assignment and Assumption Agreement.
(iii) a counterpart to the Closing Statement;The Leaseback Lease.
(iv) such organizational and authorizing documents A certificate, dated the Closing Date, certifying that all of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties of the Buyer set forth in this Agreement, remain materially Agreement are true, correct and complete in all material respects on and as of the Closing Date as if made on the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and.
(viiv) such A closing statement showing the Purchase Price, all adjustments thereto and all disbursements in connection with the Closing.
(vi) Any other instruments documents required to be delivered by the Buyer hereunder if not theretofore delivered, and any other documents customarily required in connection with the sale of real estate as reasonably may be required requested by the Seller and/or Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementCompany.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Commvault Systems Inc)
Closing Documents. The obligations of the Underwriters hereunder, as to the Offered Shares to be purchased at the Closing Time or Additional Closing Time, as applicable, shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time or Additional Closing Time, as applicable, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time or Additional Closing Time, as applicable, all of its obligations hereunder theretofore to be performed and the Underwriters receiving at the Closing Time or Additional Closing Time, as applicable:
(a) At Closingfavourable legal opinions of the Corporation’s counsel addressed to the Underwriters, Seller shall execute and/or deliver in form and substance reasonably satisfactory to Purchaser and/or the Title Company (Underwriters, with respect to such matters as applicable) the followingUnderwriters may reasonably request relating to the offering of the Offered Shares and the Corporation and the transactions contemplated hereby, including, without limitation, that:
(i) the Corporation has been duly incorporated or amalgamated, as the case may be, and is validly subsisting under the laws of the jurisdiction of its incorporation or formation, as the case may be, and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of the jurisdictions where it carries on a covenant deed in the form material portion 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 substanceits business;
(ii) an affidavit the Corporation has full corporate power and authority to enter into this Agreement and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of titlethe Corporation enforceable against the Corporation in accordance with its terms, the form and substance of which shall be subject to the approval of the Title Company sufficient laws relating to remove or modify creditors’ rights generally and except as is customary all of the standard pre-printed exceptions which do not require a survey rights to delete or modifyindemnity may be limited by applicable law;
(iii) the execution and delivery of this Agreement and the fulfillment of the terms hereof by the Corporation, and the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a ▇▇▇▇ breach of, or constitute a default under, and do not and will not create a state of salefacts which, if after notice or lapse of time or both, will result in a breach of or constitute a default:
(A) under any applicable laws of the Province of Alberta or the federal laws of Canada applicable therein;
(B) under any term or provision of the articles, by-laws or other constating documents, as applicable, conveying all of Seller's rightthe Corporation or, title and interest in and of which counsel is aware, any resolutions of the shareholders or partners, as applicable, or directors (or any committee thereof) of the Corporation;
(C) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Personal Property andCorporation is a party or by which it is bound on the Closing Date; or
(D) of which counsel is aware, to any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")Corporation or its properties or assets;
(iv) a counterpart to a closing settlement statement the form and terms of the definitive certificate representing the Common Shares (including the Offered Shares) have been duly approved and adopted by Seller the board of directors of the Corporation and Purchaser reflecting comply with all legal requirements (including all applicable requirements of the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement")TSX) relating thereto;
(v) an affidavit of Seller certifying that Seller is not a "foreign person"the Offered Shares have been duly and validly created, allotted and issued as defined in the Federal Foreign Investment in Real Property Tax Act of 1980, fully paid and non-assessable Common Shares and the 1984 Tax Reform Act, as amendedOver-Allotment Option has been duly and validly created and authorized;
(vi) a termination the attributes of the Management Agreement (Offered Shares and the Over-Allotment Option conform in accordance all material respects with the terms thereof); and, to description thereof contained in the extent the same remain in effect, terminations of all other Terminated ContractsProspectuses;
(vii) the Offered Shares are eligible investments as set out under the heading “Eligibility for Investment” in the Prospectuses;
(viii) all necessary documents have been filed, all necessary proceedings have been taken and all legal requirements have been fulfilled as required under the Canadian Securities Laws of each of the Qualifying Provinces in order to qualify the Offered Shares for distribution and sale to the public in each of such organizational Qualifying Provinces by or through investment dealers and authorizing documents brokers duly registered under the applicable laws of Seller as reasonably shall be required by such provinces who have complied with the Title Company relevant provisions of such Canadian Securities Laws and to evidence Seller's qualify the Over-Allotment Option for distribution to the Underwriters in each of the Qualifying Provinces;
(ix) the Corporation is a “reporting issuer” not in default of any requirement of the Securities Act (Alberta) and the regulations thereunder and has a similar status under the Canadian Securities Laws of each of the other Qualifying Provinces;
(x) the Corporation has the necessary corporate power and authority to execute this Agreement and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of the Prospectuses and the filing thereof, as the case may be, in each of the Qualifying Provinces in accordance with Canadian Securities Laws;
(xi) the Offered Shares are conditionally accepted for listing and, upon notification to the TSX of the issuance and sale thereof and fulfillment of the conditions of the TSX, will be issued and posted for trading on the TSX;
(xii) as to the authorized and issued capital of the Corporation;
(xiii) Computershare Trust Company of Canada at its principal offices in ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, has been duly appointed the Canadian transfer agent and registrar for the Common Shares (including the Offered Shares); and as to all other legal matters, including compliance with Canadian Securities Laws in any documents way connected with the issuance, sale and delivery of the Offered Shares as the Underwriters may reasonably request. It is understood that the respective counsel may rely on the opinions of local counsel acceptable to be executed them as to matters governed by Seller at Closing the laws of jurisdictions other than where they are qualified to consummate practice law, and on certificates of officers of the transaction contemplated by Corporation, the transfer agent and the Corporation’s auditors as to relevant matters of fact;
(b) If Offered Shares are sold in the United States, a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the Corporation’s special United States legal counsel, addressed to the Underwriters, in form and substance acceptable to the Underwriters and their counsel, acting reasonably, to the effect that registration under the U.S. Securities Act is not required for offers and sales of the Offered Shares in the United States, provided that such offers and sales are made in accordance with Schedule “A” to 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");
(ixc) a certificate stating that Seller's representations and warranties set forth in Paragraph 6(a) of this Agreementthe Corporation dated the Closing Date or Additional Closing Date, as modified applicable, addressed to the Underwriters and signed on behalf of the Corporation by the Purchaser's Contradictory Knowledge President and Chief Executive Officer and Vice-President, Finance and Chief Financial Officer of the Corporation or such other officers or directors of the Corporation satisfactory to the Underwriters, acting reasonably, certifying that:
(as defined in Paragraph 6(a), remain materially true, correct i) the Corporation has complied with and complete satisfied in all material respects all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time or Additional Closing Time, as applicable;
(ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct in all material respects at the Closing Time or Additional Closing Time, as applicable, as if made at such time; and
(iii) no event of a nature referred to in subsection 11(a)(i), 11(a)(ii), 11(a)(iii) or 11(a)(vi) has occurred or to the knowledge of such officer is pending, contemplated or threatened (excluding any requirement to make any determination as to any Underwriter’s opinion); and each certification is itself a condition to the obligations of the Underwriters hereunder as to the Offered Shares to be purchased at the Closing Time or Additional Closing Time, as applicable, provided that the delivery of such certificates in the manner contemplated above does not constitute satisfaction of this condition if the Underwriters have knowledge to the contrary;
(d) a comfort letter of each of the Corporation’s auditors and those other auditors required to provide a “comfort letter” pursuant to subsection 4(c) addressed to the Underwriters and dated the Closing Date or Additional Closing Date as applicable, satisfactory in form and substance to the Underwriters, acting reasonably, bringing the information contained in the comfort letters referred to in subsection 4(c) hereof up to the Closing Time or Additional Closing Time, as applicable, which comfort letter shall be not more than two Business Days prior to the Closing Date or Additional Closing Date, as applicable;
(e) written confirmation from the TSX in customary form that the Offered Shares will at the Closing Time be listed and posted for trading in the Exchange, and all conditions other than completion of the Closing Date, and notification thereof to the level of Exchange shall have been met to permit the standard of knowledge applicable thereto when initially made;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining Offered Shares to the Property, all of which shall be delivered to Purchaser within one (1) business day after posted for trading on the Closing Date; and
(xif) such other instruments certificates and documents as reasonably the Underwriters may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementrequest, acting reasonably.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Bellatrix Exploration Ltd.)
Closing Documents. Seller shall have delivered to Purchaser with respect to the Property the following items, each of which shall be duly executed and acknowledged by Seller as applicable:
(a) At Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) the following:
(i) a covenant A grant deed in the form of attached hereto as Exhibit B ("Deed") conveying the Real Property Property, in fee simple, to Purchaser, subject to no exceptions other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit ;
(b) An Assignment of Contracts in the form prescribed by statute and set forth in accurate substance;
(ii) Exhibit C hereto, an affidavit Assignment of title, Intangible Property in 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 set forth in Exhibit D hereto, a survey to delete or modify;
(iii) a Warranty ▇▇▇▇ of saleSale in the form set forth in Exhibit E hereto, transferring and assigning to Purchaser all rights, title and interest of Seller (and MI or its Affiliates, as applicable) in the Assets. Notwithstanding anything to the contrary contained in this Agreement, only those Contracts and Intangible Property that are assignable or transferable by Seller will be transferred to Purchaser at Closing. If any Contract or Intangible Property is not assignable or transferable by Seller pursuant to the terms of such Contract or Intangible Property, Seller agrees to work in good faith and use commercially reasonable efforts (which does not include the payment of funds) to have such Contract and/or Intangible Property assigned to Purchaser by Seller promptly after the Closing; provided, however, Seller shall have no obligation to transfer to Purchaser any Intangible Property which is not assignable or transferable by Seller pursuant to any applicable governmental laws or regulations;
(c) A copy of the final certificate of occupancy for the Real Property;
(d) A Preliminary Change of Ownership form in the proper form for Orange County, California setting forth the requested information identifying the Property so that the same may be completed and filed by Purchaser with the deed;
(e) The Management Agreement;
(f) The Owner Agreement
(g) A FIRPTA Affidavit or Transferor's Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and, 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")an IRS Form 1099;
(ivh) 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 An owner's 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, usual and the 1984 Tax Reform Act, as amended;
(vi) a termination customary form of the Management Agreement (in accordance with the terms thereof); andTitle Company, to the extent the same remain in effect, terminations of all gap indemnity agreement and other Terminated Contracts;
(vii) such organizational and authorizing documents of Seller as reasonably shall be required by the Title Company Company;
(i) A settlement statement;
(j) The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Purchaser of any motor vehicles used in connection with the Hotel's operations;
(k) Certified copy of resolutions of the Board of Directors of Seller, or other evidence Seller's authority satisfactory to execute Purchaser and the Title Company, authorizing the sale of the Property contemplated by this Agreement and any evidencing that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the state in which Seller is organized and from the state in which the Property is located;
(l) To the extent not previously delivered to Purchaser, the Records;
(m) Possession of the Property, subject to the Management Agreement and guests occupying the Hotel; and
(n) Such other conveyance documents, certificates, deeds, affidavits and other instruments as may be executed contemplated by Seller at Closing this Agreement or as may be reasonably required or customary in California to consummate effectuate the transaction transactions 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Apple Hospitality Five Inc)
Closing Documents. Each party hereto warrants to each other party hereto that the warranting party has full power and authority to enter into this Contract and perform its obligations hereunder. Seller and Purchaser shall each deliver to the other upon request, at Closing or at any time prior thereto, appropriate evidence establishing the authority of such party to enter into this Contract and consummate the transactions described herein, and (awithout limitation on the generality of the foregoing) Seller shall upon request of Purchaser promptly obtain and deliver to Purchaser a written consent to this Contract from each mortgagee of the Pike Property, including the agreement of such mortgagee to be bound by this Contract. Seller hereby warrants to Purchaser that Seller is a resident of, or corporation duly organized and existing under the laws of the State of Georgia, and Seller hereby agrees to execute and deliver to Purchaser at Closing such instruments as shall be required to exempt Purchaser from the withholding requirements of Section 1445 of the Internal Revenue Code and Section 48-7-128 of the Official Code of Georgia Annotated. At Closing, Seller shall execute and/or and 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 titletitle with respect to the Pike Property, in form and content satisfactory to Purchaser's title insurer, as required in order to issue title insurance without exception for unrecorded liens or claims or for the rights of parties in possession. At Closing, the form Purchaser and substance of which the Seller shall be subject each deliver to the approval of the Title Company other and to Purchaser's title insurer an affidavit regarding brokerage services, sufficient to remove cause said title insurer to issue its policy of title insurance in favor of Purchaser without exception to any lien or modify as is customary all of the standard preclaim for brokerage services, whether arising under Section ▇▇-printed exceptions which do not require a survey to delete or modify;
(iii) a ▇▇-▇▇▇ et seq. of salethe Official Code of Georgia Annotated, if applicable, conveying or otherwise. The parties hereto shall also execute and deliver at Closing any and 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 other documents described in this Agreement (the "Closing Statement");
(v) an affidavit of Seller certifying that Seller is not a "foreign person"Contract, 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 law, or otherwise reasonably necessary or appropriate to consummate and evidence the transaction sale 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementhereby.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Closing Documents. (a) At the time and place of Closing, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) Buyer the following:
(a) the Deed and a Quit Claim Deed if requested by Buyer, executed by Seller covering the Real Property;
(b) the Bill ▇▇ Sale executed by Seller covering the Personal Property;
(c) the Assignments, executed by Seller, which Buyer shall execute and deliver to Seller;
(d) the Assignment of Declarant's Rights and other deliveries associated with such assignment.
(e) as many signed originals (or true and correct copies of same) of the Contracts, Licenses, and other items covered by the Assignments as are in Seller's possession, unless previously delivered by Seller to Buyer;
(f) as many signed originals (or true and correct copies of same if Seller does not have any signed originals) of the Leases covered by the Assignments as are in Seller's possession;
(g) all equipment operating manuals and all equipment warranties and equipment guarantees, if any, in Seller's possession;
(h) all master and duplicate keys, alarm codes, to all locks for the Property which are in Seller's possession;
(i) a covenant deed written notice from Seller or Seller's managing agent to each Tenant in substantially the form of attached Exhibit B "L": ("Deed"i) conveying stating that the Real Property subject has been sold to no exceptions other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit Buyer and that tenant security deposits (if any) in the form prescribed by statute Seller's possession have been transferred to Buyer and in accurate substance;
(ii) an affidavit of title, directing the form Tenants to regard Buyer as their landlord and substance of which shall be subject to make rental payments to Buyer and at 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;address designated by Buyer.
(iiij) a the original (or true and correct copies of same) of such other items delivered or otherwise made available to Buyer in connection with Buyer's Due Diligence Activities (as defined in Paragraph 9(a) hereof).
(k) The Estoppels and, if appropriate, Seller's Estoppels, described in Para▇▇▇▇▇ ▇▇ ▇▇▇▇▇.
(▇) ▇▇▇h affidavits as Title Company shall reasonably require and which are customarily provided in the industry.
(m) Organizational certificates respecting authority, incumbency, good standing and similar matters, together with evidence reasonably satisfactory to Buyer and the Title Company that: (i) Seller has the authority to execute and deliver the Deed and all other documents to be executed and delivered by Seller at Closing; (ii) the persons executing the Deed and such other documents on behalf of sale, if applicable, conveying all of Seller's Seller have full right, title power and interest in authority to do so; and (iii) all necessary action on the part of Seller has been taken with respect to the Personal Property andvalid execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby;
(n) currently recertified Rent Roll;
(o) Deliver to Buyer, to the extent assignableSeller possesses or has access to and has not otherwise supplied to Buyer, the Intangible Property (i) a complete set of all architectural, mechanical, electrical, plumbing, drainage, and similar plans and specifications used in the form construction, operation and/or maintenance of attached Exhibit C the Improvements; ("▇▇▇▇ ii) all books and records pertaining to the Property customarily maintained on the site; and (iii) all necessary permits issued by governmental authorities and utilities at the time the Improvements were constructed, including, but not limited to, evidence of Sale")compliance with zoning ordinances, certificates of occupancy, and similar permits;
(ivq) 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 certification to execute this Agreement bring down and any documents to be executed by Seller at Closing to consummate affirm 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement8.
(br) At ClosingSeller shall use commercially reasonable efforts to obtain an estoppel from Beth ▇▇ confirming that the Beth ▇▇ Site Agreement is in full force and effect, Purchaser shall execute and/or deliver to Seller and/or together with the Title Company (as applicable) the following:
(i) the balance status of the Purchase Price;
(ii) the Beth ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementapproval process.
Appears in 1 contract
Closing Documents. The obligations of the Agents shall be conditional upon the Company and Voleo having performed, at the Closing Time all of their obligations hereunder theretofore to be performed and the Agents receiving at the Closing Time:
(a) At Closingfavourable corporate and securities law legal opinions of the Company’s counsel addressed to the Agents, Seller shall execute in form and substance satisfactory to the Agents, acting reasonably, with respect to legal matters which the Agents may reasonably request. It is understood that the Company’s counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the jurisdiction of residence of such counsel and on certificates of officers of the Company, the transfer agent of the Common Shares and the Escrow Agent as to relevant matters of fact;
(b) favourable corporate and securities law legal opinions of Voleo’s counsel and/or deliver legal counsel to Purchaser and/or the Title Company (Voleo Subsidiaries, as applicable, addressed to the Agents, in form and substance satisfactory to the Agents, acting reasonably, with respect to the legal matters which the Agents may reasonably request, including but not limited to the Offering and due incorporation and formation of the Voleo Subsidiaries. It is understood that Voleo’s counsel may rely on certificates of officers of Voleo as to relevant matters of fact;
(c) a certificate of the followingCompany dated the Closing Date addressed to the Agents and signed on behalf of the Company by the President and Chief Executive Officer and the Chief Financial Officer of the Company or such other officers or directors of the Company satisfactory to the Agents, acting reasonably, certifying that:
(i) a covenant deed the Company has complied with and satisfied in all material respects all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to 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 substanceClosing Time;
(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 of the Company set forth in Paragraph 6(athe Transaction Agreements are true and correct in all material respects at the Closing Time, as if made at such time, and with respect to the representations and warranties contemplated by Subsection 8(b) of this Agreement, as modified by if the Purchaser's Contradictory Knowledge Prospectus was delivered to the Agents at the Closing Time (as defined except, in Paragraph 6(aall cases, any inaccuracy which results from the transactions contemplated herein or in the Amalgamation Agreement);
(iii) the Company has no reason to believe that the Transaction will not be completed in accordance with the terms of the Amalgamation Agreement on or prior to the Deadline;
(iv) no event of a nature referred to in Subsections 7(a), remain materially true7(b), correct and complete in all material respects on and as of the Closing Date11(a)(i), 11(a)(ii) or 11(a)(iii) has occurred or, to the level knowledge of such officer, is pending, contemplated or threatened, excluding any determination of the standard occurrence of knowledge applicable thereto when initially made;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining such required to be made by the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing DateAgents; and
(xiv) such other instruments matters as reasonably may be required reasonably requested by the Title Company Agents or the Agents’ counsel; and which are customarily delivered in the State Agents shall have no knowledge to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.contrary;
(bd) At Closinga certificate of Voleo dated the Closing Date addressed to the Agents and signed on behalf of Voleo by the President and Chief Executive Officer and the Chief Financial Officer of Voleo or such other officers or directors of Voleo satisfactory to the Agents, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the followingacting reasonably, certifying that:
(i) Voleo has complied with and satisfied in all material respects all terms and conditions of this Agreement on its part to be complied with or satisfied at or prior to the balance of the Purchase PriceClosing Time;
(ii) the ▇▇▇▇ representations and warranties of SaleVoleo set forth in the Transaction Agreements are true and correct in all material respects at the Closing Time, as if applicablemade at such time, and with respect to the representations and warranties contemplated by Subsection 8(c) of this Agreement, as if the Prospectus was delivered to the Agents at the Closing Time (except, in all cases, any inaccuracy which results from the transactions contemplated herein or in the Amalgamation Agreement);
(iii) a counterpart Voleo has no reason to believe that the Transaction will not be completed in accordance with the terms of the Amalgamation Agreement on or prior to the Closing Statement;Deadline; and
(iv) no event of a nature referred to in Subsections 7(a), 7(b), 11(a)(i), 11(a)(ii) or 11(a)(iii) has occurred or, to the knowledge of such organizational and authorizing documents officer, is pending, contemplated or threatened, excluding any determination of Purchaser as shall the occurrence of such required to be required made by the Title Company Agents; and the Agents shall have no knowledge to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreementcontrary;
(ve) comfort letters of each of Davidson and ▇▇▇▇ ▇▇▇▇▇▇▇▇ to the Assignment of ContractsAgents and dated the Closing Date, satisfactory in form and substance to the Agents, acting reasonably, bringing the information contained in the comfort letters referred to in Subsections 5(c) and 5(d) hereof up to the Closing Time, which comfort letter shall be not more than two Business Days prior to the Closing Date;
(vif) a certificate stating evidence satisfactory to the Agents that Purchaser's representations the Company has obtained all necessary third party approvals and warranties set forth all necessary approvals of the TSXV for the issuance and listing of the Underlying Securities, subject only to the filing of required documents which are in this Agreementthe possession of the Company on the Closing Date, remain materially trueor will be in the possession of the Company prior to the closing of the Transaction, correct as applicable and complete payment of applicable fees;
(g) evidence satisfactory to the Agents that the Amalgamation Agreement has not been terminated or amended in any material respect and that no event has occurred or condition exists which will prevent the Transaction from being completed on or prior to the Deadline substantially and in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge contemplated in the interim, to the level of the standard of knowledge applicable thereto when initially madeAmalgamation Agreement; and
(viih) such other instruments certificates and documents as reasonably the Agents may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequest, acting reasonably.
Appears in 1 contract
Sources: Agency Agreement
Closing Documents. (a) At ClosingOn or before the applicable Closing Date for a Site, Seller shall execute and/or deliver will deposit the following into escrow with respect to Purchaser and/or the Title Company (as applicable) the followingsuch Site, all documents having been duly executed and, if to be recorded, acknowledged by Seller:
(i) a covenant deed Special Warranty Deed (or the state-specific counterpart thereof) in the form of attached to this Agreement as Exhibit B A ("the “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 Assignment and Assumption of title, Lease in the form and substance attached to this Agreement as Exhibit B (the “Assignment of which Lease”); provided that, to the extent the related Lease (or a memorandum thereof) has previously been placed of record, such Assignment of Lease 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 modifyin recordable form;
(iii) a ▇▇▇▇ Bill of sale, if applicable, conveying all Sale and Assignment 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 to this Agreement as Exhibit C ("the “General Assignment”);
(iv) if applicable, an Assignment and Assumption of Contracts in the form attached to this Agreement as Exhibit D (the “Assignment of Contracts”);
(v) such disclosures and reports (including tax reporting and withholding certificates) as are required of Seller by applicable state and local law in connection with the conveyance of the applicable Site;
(vi) a notice to be given to each Tenant stating that the applicable Site has been sold to Buyer and that, after the Closing, all rents should be paid to or as directed by Bu▇▇▇;
(vii) a confirmation pursuant to Section 1445(b)(2) of the Code that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code, also sometimes referred to as a “FIRPTA” certification or affidavit, on Seller’s customary form;
(viii) Seller’s “owner’s affidavit” or comparable assurance to Title Company regarding work performed and other customary matters, in the form attached hereto as Schedule 5.3;
(ix) a closing statement as provided in Section 5.4(f) below; and
(x) such other documents as may be specifically required under this Agreement, and such other customary documents as are necessary and appropriate to effect the Closing and are reasonably acceptable to Seller.
(b) On or before the applicable Closing Date for a Site, Bu▇▇▇ ▇ill deposit the following into escrow with respect to such Site, all documents having been duly executed and, if to be recorded, acknowledged by Bu▇▇▇:
(i) the Allocated Purchase Price, as adjusted and reflected in the closing settlement statement agreed upon by Bu▇▇▇ ▇nd Seller;
(ii) counterparts of Sale"the Assignment of Lease, the General Assignment, and the Assignment of Contracts (if any);
(iii) such disclosures and reports (including tax reporting and withholding certificates) as are required of Buyer by applicable state and local law in connection with the conveyance of the applicable Site;
(iv) a counterpart to a of the closing settlement statement approved by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated by or specifically as provided for in this Agreement (the "Closing Statement");Section 5.4(f) below; and
(v) an affidavit of Seller certifying that Seller is not a "foreign person", such other documents as defined in the Federal Foreign Investment in Real Property Tax Act of 1980may be specifically required under this Agreement, and such other customary documents as are necessary and appropriate to effect the 1984 Tax Reform Act, as amended;Closing and are reasonably acceptable to Buyer.
(vic) a termination of The Parties agree that the Management Agreement (in accordance with the terms thereof); and, form documents attached as exhibits 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 are acceptable to be executed by Seller at Closing to consummate accomplish the transaction conveyances contemplated by this Agreement;
(viii) . Seller will prepare, at Seller’s cost and expense and provide to Buyer for Buyer’s review and reasonable approval 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing closing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) . The acceptance by Buyer of a Deed to a Site at the Assignment Closing of Contracts;
(vi) such Site shall be deemed to be a certificate stating full performance and discharge of every obligation on the part of Seller to be performed under this Agreement with respect to such Site, other than Seller’s Express Agreements that Purchaser's representations and warranties set forth are specifically stated in this AgreementAgreement to survive the Closing. The Parties may agree, remain materially trueeach in their reasonable discretion, correct and complete in all material respects on and as to utilize “blanket” documents applicable to multiple Sites for certain of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in Documents other than the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementDeeds.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Cim Real Estate Finance Trust, Inc.)
Closing Documents. At the Dry Closing (a) At Closingexcept as otherwise noted below), Seller shall execute and/or deliver to Purchaser and/or Escrow Agent the Title Company following documents (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 all of which shall be subject to the approval of the Title Company sufficient to remove or modify duly executed and witnessed by Seller, Current Owner and/or Phase I Permit Entity, 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, which documents Buyer agrees to cause BR-TBR Owner to execute where required):
8.3.1 A Deed, in the form attached as Exhibit "E" hereto and by this reference made a part hereof, conveying to BR-TBR Owner all of Seller's ’s right, title and interest in and to the Personal Property andProperty. The deed to be delivered by Current Owner to Seller (the “Current Owner Deed”) shall be on the same form attached as Exhibit "E" hereto, with only transaction-specific changes being made thereto, and same shall be executed by Current Owner and delivered into escrow at the Dry Closing.
8.3.2 An Affidavit of Title, in the form attached as Exhibit "F" hereto and by this reference made a part hereof, same to be updated by Seller at the Disbursement Closing. Current Owner shall execute an affidavit of title on the same form attached as Exhibit "F" hereto, with only transaction-specific changes being made thereto, and same shall be delivered into escrow at the Dry Closing and updated by Current Owner at the Disbursement Closing.
8.3.3 Such evidence as Buyer and the Title Insurer shall reasonably require as to the authority of the parties acting on behalf of Seller to enter into this Agreement and to discharge the obligations of Seller pursuant hereto, same to be updated by Seller at the Disbursement Closing. Similar evidence as to Current Owner shall also be provided by Current Owner at the Disbursement Closing.
8.3.4 Signature pages for the Closing Statement (the Closing Statement shall be updated by the parties on the Disbursement Closing Date to reflect updated amounts).
8.3.5 A Non-Foreign Affidavit in the form attached as Exhibit "H" hereto and by this reference made a part hereof. Current Owner shall execute a Non-Foreign Affidavit on the same form attached as Exhibit "H" hereto, with only transaction-specific changes being made thereto, and same shall be delivered into escrow at the Dry Closing.
8.3.6 A 1099 certificate.
8.3.7 A certificate (“Closing Certificate”), dated as of the Dry Closing Date, and to be updated at the Disbursement Closing, and duly executed by Seller, Current Owner and Phase I Permit Entity, in the form of Exhibit "I" attached hereto, stating that the representations and warranties of Seller, Current Owner and Phase I Permit Entity contained in Section 7 of this Agreement are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change). The inclusion of any change or exception in such certificate shall not prejudice Buyer’s rights under this Agreement with respect to the subject matter of such change or exception, and shall not excuse Seller or Current Owner for breaching any representation or warranty when made as of the Contract Date.
8.3.8 A b▇▇▇ of sale and assignment for the Personalty and the Related Assets. Current Owner shall execute a similar b▇▇▇ of sale and assignment for the Personalty and the Related Assets, with only transaction-specific changes being made thereto, and same shall be delivered into escrow at the Dry Closing.
8.3.9 At the Disbursement Closing, the Easements, to the extent assignablein final form, but not otherwise.
8.3.10 All documents required to satisfy the Release Condition and to cause the Existing Financing deed of trust and any Uniform Commercial Code financing statements against Current Owner or Seller to be released from record title or terminated, as applicable (collectively, the Intangible “Release Condition Documents”).
8.3.11 Such additional documents as shall be reasonably required by Title Insurer to issue the Title Policy or complete the conveyance of the 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 to BR-TBR Owner, including 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 gap indemnity if required by the Title Company Insurer. Simultaneously with the Disbursement Closing and if not previously delivered to evidence Seller's authority BR-TBR Owner or located at the Property, Seller will deliver 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 effectBR-TBR Owner, 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 outside of the Closing Dateescrow, to originals or, if originals are not in the level possession or control of Current Owner, Seller or the standard of knowledge applicable thereto when initially made;
Property Manager, copies (x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements if in Seller’s, Current Owner’s or Property Manager's possession pertaining to the Property, all or control) of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
all Related Assets, and (ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart all manufacturer’s warranties and manuals relating to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating Personalty that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as is part of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this AgreementProperty.
Appears in 1 contract
Sources: Contribution Agreement (Bluerock Residential Growth REIT, Inc.)
Closing Documents. Seller shall have delivered to ----------------- Purchaser:
(a) At ClosingAn assignment and assumption for the Hotel Lease, Seller shall execute and/or deliver to Purchaser and/or the Title Company (as applicable) the following:
(i) a covenant deed substantially in the form of attached hereto as Exhibit B ("Deed") conveying Q, with such modifications --------- thereto as shall be customary in the Real jurisdiction in which the Property subject to no exceptions is located, in proper statutory form for recording, duly executed and acknowledged by Seller, assigning Seller's right, title and interest in the Hotel Lease, free from all liens and encumbrances other than the Permitted Exceptions, together with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substanceEncumbrances;
(iib) an affidavit An original fully executed counterpart of titlethe Hotel Lease, the form and substance of which shall be subject to the approval extent the same is in Seller's possession, custody or control; provided that if Seller is unable to produce an original fully executed counterpart of the Title Company sufficient to remove or modify as is customary all Hotel Lease, Seller may provide a copy of the standard pre-printed exceptions which do not require Hotel Lease certified by Seller to be a survey to delete or modifytrue and correct copy of the Hotel Lease, in lieu thereof;
(iiic) a A ▇▇▇▇ of salesale and assignment agreement, if applicablesubstantially in the form attached hereto as Exhibit R, conveying duly executed and acknowledged by Seller, --------- with respect to all of Seller's right, title and interest in in, to and under the FF&E, the Documents and the Intangible Property with respect to the Personal Property andProperty;
(d) An assignment and assumption agreement, substantially in the form attached hereto as Exhibit S, duly executed and acknowledged by Seller, --------- with respect to all of Seller's right, title and interest in, to and under the Space Leases with respect to the Property;
(e) Duly executed transfer tax forms, as required by applicable law;
(f) To the extent the same are in Seller's possession, fully executed copies of all Contracts pertaining to the Property;
(g) A duly executed original counterpart of the Operating Lease for the Hotel and all other documents and sums required to be delivered by Seller pursuant thereto (including without limitation any Subordination, Nondisturbance and Attornment Agreement, if any, between Seller, as tenant, and any Mortgagee);
(h) If necessary, an assignment and assumption agreement, substantially in the form attached hereto as Exhibit W, duly executed and --------- acknowledged by Seller and Operating Lessee, with respect to all of Seller's right, title and interest in, to and under the Contracts;
(i) Duly executed Estoppel Certificates from the lessor under the Hotel Lease and the franchisor under the Franchise Agreement; provided that any such Estoppel Certificate shall be provided to Purchaser prior to Closing promptly following receipt by Seller of the same;
(j) Certificates of title for any motor vehicles constituting a portion of the FF&E;
(k) Franchisor Comfort Letters;
(l) Subject to the provisions of Section 3.5 of this ----------- Agreement, modifications of the Hotel Lease requested by Purchaser pursuant to Section 3.5; -----------
(m) Subject to the provisions of Section 11.1, copies of the ------------ Liquor License for the Hotel.
(n) All original Documents, to the extent assignablein Seller's possession and control, including without limitation all keys, access cards and access combinations for the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")Hotel;
(ivo) a counterpart Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect 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")Seller;
(vp) an An affidavit of Seller certifying that Seller is not a "foreign person", in accordance with Section 1445 of the Code and such documentation as defined in shall be required to comply with the Federal Foreign Investment in Real Property Tax Act reporting requirements of 1980, and Section 1099-S of the 1984 Tax Reform Act, as amendedCode;
(viq) If a lease or a mortgage lien superior to the Hotel Lease exists, a non-disturbance agreement, amendment to the Hotel Lease or assurance from the Title Company, in a form reasonably acceptable to Purchaser, to the effect that neither a termination of such superior leasehold estate nor the foreclosure of such superior mortgage lien shall result in 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 leasehold estate 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) transferred 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 pursuant to this Agreement, provided that Seller, as modified by tenant under the Purchaser's Contradictory Knowledge (as defined Hotel Lease, is not then in Paragraph 6(a), remain materially true, correct and complete in all material respects on and as of default under 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing DateHotel Lease; and
(xir) such Such other conveyance documents, certificates, deeds, affidavits, and other instruments as reasonably may be required by Purchaser or the Title Company may reasonably require to omit standard exceptions to title and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated transactions contemplated hereunder, including without limitation GAP undertakings, or as customarily given by sellers in connection with real or personal property with respect to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
each state in which a Property is located and a (i) the balance current letter of the Purchase Price;
non-applicability, (ii) the ▇▇▇▇ of Sale, if applicable;
a negative declaration or (iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementno further action letter.
Appears in 1 contract
Sources: Purchase and Sale Agreement (American General Hospitality Corp)
Closing Documents. (a) Section 10.01. At the Closing, Seller Haverty shall execute and/or deliver deliver, or cause to be executed and/or delivered to Purchaser and/or and, where, applicable, the Title Company (as applicable) the following:
(ia) a covenant deed The Owner's Title Policy and the Mortgage Title Policy in form and content required under Section 3.01; provided that the Owner's Title Policy and the Mortgage Title Policy may be delivered after Closing if that is customary in the form of attached Exhibit B locality, provided that Purchaser receives a "marked" title binder at Closing reasonably acceptable to Purchaser.
("Deed"b) A duly executed and acknowledged Limited or Special Warranty Deed conveying fee simple title to the Real Property Land and Improvements with respect to each Project to Purchaser, subject only 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;.
(iic) an affidavit A duly executed Bill 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, Sale conveying all of SellerHaverty's right, title and interest in ▇▇▇ F&E with respect to each Project to Purchaser free and clear of all liens, security interests and adverse claims, subject only to the Personal Property andPermitted Exceptions.
(d) Such other documents and instruments as are reasonably required to transfer Haverty's interest in each Project to Purchaser.
(e) Certified copies of resolutions by Haverty's Board of Directors authorizing the execution of this Contract of Sale and consummation of the transactions described herein.
(f) The Lease, and related short forms or memoranda of the Lease for recording purposes.
(g) The Environmental Indemnity Agreement for the benefit of Landlord and Lender.
(h) Certificates of occupancy with respect to the extent assignableeach Project satisfactory to Landlord and Lender.
(i) The opinion of Smith, the Intangible Property Gambrell & Russell, LLP, substantially in the form of attached Exhibit C ("▇-▇" a▇▇▇▇▇▇▇ of Sale");her▇▇▇.
(ivj) 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 Such other Terminated Contracts;
(vii) such organizational and authorizing documents of Seller as reasonably shall be required by the Title Company Lender and customary in transactions similar 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 Contract 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this AgreementSale.
(b) Section 10.02. At the Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) Haverty the following:
(ia) the balance The Aggregate Purchase Price in accordance with Article 2 hereof.
(b) The Lease, and related short forms or memoranda of the Purchase Price;Lease for recording purposes.
(iic) The opinion of Dewey Ballantine LLP, substantially in the form of Exhibit "E" attach▇▇ ▇▇▇▇ of Sale▇▇▇.
Section 10.03. At the Closing, Haverty and Purchaser shall jointly deliver: (a) an escrow agreement and (b) state, county and local transfer tax declarations, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) any, and all such organizational other instruments and authorizing documents of Purchaser as shall be required requested by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in connection with the State to effectuate closing of the within transaction; provided that Purchaser shall not be obligated to cause the delivery sale and purchase of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementsimilar properties.
Appears in 1 contract
Closing Documents. (a) At the Closing, Seller shall execute and/or deliver deliver, or cause to Purchaser and/or be duly executed, acknowledged (if required) and delivered, to the Title Company the following with respect to the Parcels being sold by Seller pursuant hereto:
(i) A special or limited warranty deed containing a legal description of the Parcel being sold as applicableset forth in Purchaser’s applicable Commitment subject only to the Permitted Exceptions;
(ii) A standard form vendor’s affidavit signed by Seller containing such statements of fact by Seller or to Seller’s actual knowledge, relating to acts taken by such Seller or any affiliate of such Seller with respect to the Parcel being conveyed by such Seller, as may be reasonably required by the Title Company for Purchaser to obtain the Title Policy for the Parcel containing no exceptions except the Permitted Exceptions and otherwise sufficient for the Title Company to provide “gap” coverage.
(iii) The Lease Termination Agreement executed by Seller;
(iv) A sales disclosure form;
(v) A non-foreign affidavit within the meaning of Section 1445 of the Internal Revenue Code and Regulations promulgated therewith;
(vi) Evidence, which is reasonably satisfactory to the Title Company, (a) authorizing the sale of the Property by Seller; and (b) authorizing the execution, delivery and performance of all documents contemplated hereby by Seller that is a record owner of the Parcel;
(vii) A certificate stating that all representations, warranties and covenants of Seller set forth herein remain true and correct in all material respects at and as of the Closing; and
(viii) All other agreements, documents or instruments required under the terms of this Agreement to be executed and/or delivered by Seller or reasonably necessary to effectuate the transaction contemplated hereunder, provided such documents are consistent with Seller’s express obligations under this Agreement. Prior to the Closing Date, risk of loss shall be borne between Seller and Purchaser as more fully set forth in the Lease. This provision shall supersede any contrary provision of applicable law.
(b) At the Closing, the Purchaser shall deliver, or cause to be duly executed, acknowledged (if required) and delivered, to the Title Company, the following:
(i) a covenant deed in Cash or other immediately available funds for (x) the form of attached Exhibit B Purchase Price payable at Closing ("Deed") conveying the Real Property subject to no exceptions application of the Deposit in accordance with the terms of this Agreement) for the Parcels in accordance with Section 1 hereof, and (y) for the payment of all other than the Permitted Exceptions, together sums due from Purchaser in accordance with a Real Estate Transfer Tax Valuation Affidavit in the form prescribed by statute and in accurate substancethis Agreement;
(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 A sales disclosure document as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modifyrequired by Indiana law;
(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")The Lease Termination Agreement;
(iv) a counterpart Evidence which is reasonably acceptable to a closing settlement statement approved by Seller and Purchaser reflecting the credits, prorations, and adjustments contemplated Title Company authorizing the purchase of the Property by or specifically provided for in this Agreement (the "Closing Statement");Purchaser; and
(v) an affidavit of Seller certifying that Seller is not a "foreign person"Such other certificates, instruments, papers or documents 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 agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementrequest.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Old National Bancorp /In/)
Closing Documents. (a) At ClosingIn addition to any other deliveries required of Seller pursuant to the terms of this Agreement, at Closing Seller shall execute and/or deliver deliver, or cause to be delivered, to Purchaser and/or the Title Company (as applicable) the following:
(i) a covenant special warranty deed in the form of attached Exhibit B ("Deed"or local equivalent) conveying the Real fee estate in the Property subject to no exceptions other than Purchaser as set forth in Section 3.05 (the “Deed”).
(ii) bills of sale transferring to Purchaser all of the Furnishings, Expendables, Consumables, Miscellaneous Personal Property, Books and Records and Warranties owned by Seller or MHL with respect to the Property free of all encumbrances except for 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 without representation or modify warranty other than as is customary all of the standard pre-printed exceptions which do not require a survey to delete or modify;provided herein.
(iii) a ▇▇▇▇ of sale, if applicable, one or more assignments conveying and transferring to Purchaser all of Seller's right, title and interest in and to the Personal Property and, to the extent assignableBookings, the Intangible Property in Space Leases, the form Hotel Contracts and any other Hotel Contract which Seller was permitted to enter between the date hereof and the Closing pursuant to a provision of attached Exhibit C ("▇▇▇▇ of Sale");this Agreement, and the assignable Permits.
(iv) a counterpart possession of the Property (subject to a closing settlement statement approved by Seller the rights of tenants, guests and Purchaser reflecting the credits, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement"invitees);.
(v) an affidavit evidence reasonably acceptable to Purchaser and acceptable to the title company of Seller certifying that Seller is not a "foreign person", as defined in the Federal Foreign Investment in Real Property Tax Act termination of 1980, the MHL Lease and the 1984 Tax Reform Act, as amended;Management Agreement.
(vi) a termination certified copy of such good standing certificates, authorizations, approvals and incumbencies of Seller as the Title Company shall reasonably require.
(vii) a FIRPTA Affidavit in form required by the Internal Revenue Service.
(viii) original counterparts of the Management Agreement Hotel Contracts, Space Leases and assignable Permits, all to the extent in Seller’s possession, and all Books and Records relating to the Property and the Hotel in Seller’s possession (in accordance with provided that Seller shall have the terms thereof); andright to make copies of such Hotel Contracts, Space Leases and assignable Permits and such books and records, and after Closing to have reasonable access to the same, to the extent the same remain in effectrequired by Seller for accounting, terminations of all tax reporting or other Terminated Contracts;reporting purposes).
(viiix) any and all plans and specifications for the Improvements on the Property in Seller’s possession.
(x) such organizational notices of the sale to third parties as may be reasonably requested by the Purchaser.
(xi) such affidavits, indemnities and authorizing documents of Seller related matters as the Title Company may reasonably shall request, including without limitation such affidavits and indemnities as may be required by to permit the Title Company to evidence Seller's authority to execute this Agreement and delete any documents to be executed by Seller at Closing to consummate the transaction contemplated by this Agreement;exceptions for mechanic’s liens.
(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");
(ixxii) a certificate stating that restating and reaffirming Seller's ’s representations and warranties set forth in Paragraph 6(apursuant to Section 4.06(a) of this Agreementhereof, with such changes as modified by the Purchaser's Contradictory Knowledge (as defined in Paragraph 6(a), remain materially shall be necessary to make such representations true, correct complete, and complete accurate in all material respects on and as of the Closing Date, .
(xiii) an amendment to the level Master Fee Agreement as contemplated by Section 2.02(c).
(xiv) all of the standard of knowledge applicable thereto when initially made;
(x) all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining to the Property, all of Required Consents for which shall be delivered to Purchaser within one (1) business day after the Closing Date; and
(xi) such other instruments Seller is responsible as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.set forth on Exhibit I.
(b) At ClosingIn addition to any other deliveries required of Purchaser pursuant to the terms of this Agreement, at Closing Purchaser shall execute and/or deliver or cause to be delivered to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;Price payable pursuant to Section 2.02(d).
(ii) such good standing certificates, authorizations, approvals and incumbencies as the ▇▇▇▇ of Sale, if applicable;Title Company shall reasonably require.
(iii) a counterpart an assumption of the obligations (but not the obligations relating to any breach or default existing as of the Closing or which arose due to actions or events occurring prior to the Closing) of Seller from and after the Closing Statement;under the Bookings, Space Leases and Hotel Contracts (including those which Seller was permitted to enter into between the date hereof and the Closing pursuant to a provision of this Agreement), and assignable Permits (collectively, the “Assumed Obligations”).
(iv) a certificate restating and reaffirming Purchaser’s representations and warranties pursuant to Section 4.06(a) hereof, with such organizational and authorizing documents of Purchaser changes as shall be required by the Title Company necessary to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's make such representations and warranties set forth in this Agreement, remain materially true, correct complete, and complete accurate in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, .
(v) an amendment to the level Master Fee Agreement as contemplated by Section 2.02(c).
(vi) all of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments Required Consents for which Purchaser is responsible as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.set forth on Exhibit I.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Interstate Hotels & Resorts Inc)
Closing Documents. (a) A. At Closing, the applicable Seller set forth on Exhibit A-1 shall execute and/or and deliver or cause to Purchaser and/or be executed and delivered the Title Company (as applicable) the followingfollowing documents:
(i) a covenant deed in the form of attached Exhibit B ("Deed") A Special Warranty Deed transferring and conveying to Buyer marketable, fee simple title to the Real Property 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 A ▇▇▇▇ of sale, if applicable, conveying all of Seller's right, title and interest in and to Sale for the Personal Property andProperty, which shall be made without covenant, warranty or representation by, or recourse against, Seller.
(iii) Such affidavits, other evidence of title, partnership agreements, certificates of partnership, corporate articles, by-laws, certificates of good standing, resolutions, consents and the like from Seller or other third parties as may be required by the Title Agent, on or in forms customarily used by the Title Agent, in order to issue the extent assignableowner’s policy(ies) of title insurance as specified in Section 5 hereof, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale");or as may be reasonably required by Buyer.
(iv) a counterpart An affidavit from each Seller, in form satisfactory to a closing settlement statement approved by Seller and Purchaser reflecting the creditsTitle Agent, prorations, and adjustments contemplated by or specifically provided for in this Agreement (the "Closing Statement");
(v) an affidavit of Seller certifying reaffirming Seller’s certification that Seller is not a "foreign person", as defined in person under the Federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended;.
(v) An Assignment of any and all Rights which Seller may have in and to the Real Property.
(vi) a termination An Assignment of all intangibles relative to the operation 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;Assets.
(vii) such organizational An Assignment and authorizing documents Assumption of Agreements and Leases, which shall provide for indemnification of Buyer by Seller relating to claims, cost, expenses, liabilities, etc., which accrue prior to Closing and indemnification of Seller as reasonably shall be required by Buyer relating to 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;claims, cost, expenses, liabilities, etc., which accrue after Closing.
(viii) An Assignment and Assumption of all right, title and interest of Seller in and to any and all bookings, contracts or other reservations for, and all Vouchers (as hereinafter defined) with respect to the extent that future use of guest rooms, recreational facilities, banquet facilities or meeting rooms or other facilities and services at any Contracts remain in effectportion of the Real Property, an assignment of with respect to any period from and after the Closing Date, together with any rents and/or other considerations related thereto (collectively, the “Bookings”), and all of Seller's rights and interests in cash or cash equivalent deposits for the Contracts Bookings (other than Terminated Contractsany such deposits which have been irrevocably forfeited by the depositing party as of the Closing Date and with respect to which Seller is no longer obligated to provide any goods or services). As used herein, the term “Vouchers” means any issued and outstanding certificate, coupon, comp card, promotional allowance, voucher or other writing that entitles the holder or bearer thereof to a credit (whether in a specified dollar amount or for a specified item, e.g., a meal, room night or round of golf) to Purchaser be applied against the usual charge for rooms, meals, rounds of golf and/or such other goods or services. At the Closing, Buyer shall assume in writing all liability for, and Buyer shall accept title to the Real Property subject to, and Buyer shall honor the terms of, all outstanding Bookings (and related Vouchers) in existence at the time of Closing, provided that the Bookings and Vouchers are made in the form ordinary course of attached Exhibit E business. True, correct and complete copies of the existing Bookings and Vouchers will be provided by Seller to Buyer no later than three ("Assignment of Contracts");3) business days prior to Closing.
(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;The Sand Lake Commons Land Lease.
(x) all original filesThe following amenities easements: the RR Amenities Easement, licensesthe Tunica Amenities Easement, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining to the Property, all of which shall be delivered to Purchaser within one (1) business day after the Closing Date; andSeasons Amenities Easement.
(xi) such other instruments as reasonably may be required by A closing statement setting forth the Title Company purchase price and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementall adjustments thereto.
(bxii) All other documents necessary or appropriate to complete the transaction herein contemplated.
B. At Closing, Purchaser Buyer shall execute and/or and deliver or cause to Seller and/or be executed and delivered the Title Company (as applicable) the followingfollowing documents:
(i) An Assignment and Assumption of Agreements and Leases, which shall provide for indemnification of Buyer by Seller relating to claims, cost, expenses, liabilities, etc., which accrue prior to Closing and indemnification of Seller by Buyer relating to the balance of the Purchase Price;claims, cost, expenses, liabilities, etc., which accrue after Closing.
(ii) An Assignment and Assumption of all right, title and interest of Seller in and to any and all bookings, contracts or other reservations for, and all Vouchers (as defined above) with respect to the ▇▇▇▇ Bookings (as defined above), and all cash or cash equivalent deposits for the Bookings (other than any such deposits which have been irrevocably forfeited by the depositing party as of Sale, if applicable;the Closing Date and with respect to which Seller is no longer obligated to provide any goods or services).
(iii) a counterpart to the Closing Statement;The Sand Lake Commons Land Lease.
(iv) such organizational and authorizing documents of Purchaser as shall be required by The following amenities easements: the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate RR Amenities Easement, the transaction contemplated by this Agreement;Tunica Amenities Easement, the Seasons Amenities Easement.
(v) A closing statement setting forth the Assignment of Contracts;purchase price and all adjustments thereto.
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and All other documents necessary or appropriate to complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreementtransaction herein contemplated.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Closing Documents. The sale of Offered Shares by the Agents hereunder shall be conditional upon all representations and warranties and other statements of the Corporation herein being, at and as of the Closing Time, true and correct in all material respects, the Corporation having performed in all material respects, at the Closing Time, all of its obligations hereunder theretofore to be performed and the Agents receiving at the Closing Time:
(a) At Closingfavourable legal opinions of the Corporation's counsel addressed to the Agents and the Agents’ Counsel, Seller shall execute and/or deliver in form and substance reasonably satisfactory to Purchaser and/or the Title Company (Agents, with respect to such matters as applicable) the followingAgents may reasonably request relating to the Corporation, the offering of the Offered Shares and the transactions contemplated hereby, including, without limitation, that:
(i) a covenant deed the Corporation has the capacity and power to own and lease its properties and assets and to conduct its business as described 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 substanceProspectuses;
(ii) an affidavit the Corporation has been duly incorporated, amalgamated or continued and is validly subsisting and has all requisite corporate capacity, power and authority to carry on its business as now conducted by it and to own its properties and assets and is qualified to carry on business under the laws of title, the form and substance of which shall be subject to the approval each of the Title Company sufficient to remove or modify as is customary all jurisdictions in which it carries on a material portion of the standard pre-printed exceptions which do not require a survey to delete or modifyits business;
(iii) a ▇▇▇▇ of sale, if applicable, conveying all of Seller's right, title the Corporation has full corporate power and interest in authority to enter into this Agreement and to perform its obligations set out herein and this Agreement has been duly authorized, executed and delivered by the Personal Property andCorporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, except that the validity, binding effect and enforceability of the terms of agreements and documents are subject to the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale")customary qualifications and assumptions;
(iv) a counterpart to a closing settlement statement approved the execution and delivery of this Agreement and the fulfillment of the terms hereof by Seller and Purchaser reflecting the credits, prorationsCorporation, and adjustments contemplated by or specifically provided for in the performance of and compliance with the terms of this Agreement by the Corporation does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under: (a) any applicable laws of the "Closing Statement"Province of British Columbia or the federal laws of Canada applicable therein; (b) any term or provision of the articles, notice of articles or other constating documents, as applicable, of the Corporation; (c) of which counsel is aware, any resolutions of the shareholders or directors of the Corporation; (d) of which counsel is aware, any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound; or (e) of which counsel is aware, any judgment, decree or order, of any court, governmental agency or body or regulatory authority having jurisdiction over or binding the Corporation or its properties or assets;
(v) an affidavit the Offered Shares have been validly issued as fully paid and non-assessable Common Shares 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 amendedCorporation;
(vi) the Corporation is a termination "reporting issuer" not in default of any requirement of the Management Agreement Securities Act (in accordance with British Columbia) and the terms thereof); and, to regulations thereunder and has a similar status under the extent Canadian Securities Laws of each of the same remain in effect, terminations of all other Terminated ContractsQualifying Provinces where Offered Shares were distributed;
(vii) such organizational and authorizing documents the attributes 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 Offered Shares conform in all material respects with the transaction contemplated by this Agreementdescription thereof contained in the Prospectuses;
(viii) to the extent that any Contracts remain in effect, an assignment of all of Seller's rights and interests Offered Shares are eligible investments as set out under the heading "Eligibility for Investment" in the Contracts (other than Terminated Contracts) to Purchaser in the form of attached Exhibit E ("Assignment of Contracts")Prospectuses;
(ix) a certificate stating that Seller's representations all necessary documents have been filed, all necessary proceedings have been taken and warranties set forth all legal requirements have been fulfilled as required under the Canadian Securities Laws of each of the Qualifying Provinces in Paragraph 6(aorder to qualify the Offered Shares for distribution and sale to the public in each of such Qualifying Provinces by or through investment dealers and brokers duly registered under the applicable laws of such provinces who have complied with the relevant provisions of such Canadian Securities Laws;
(x) the Corporation has the necessary corporate power and authority to execute and deliver the Prospectuses and all necessary corporate action has been taken by the Corporation to authorize the execution and delivery by it of this Agreementthe Prospectuses and the filing thereof, as modified the case may be, in each of the Qualifying Provinces in accordance with Canadian Securities Laws;
(xi) subject only to the Standard Listing Conditions, the Offered Shares have been conditionally accepted for listing on the Exchange and upon notice to the Exchange shall be posted for trading as at the opening of business on the Closing Date;
(xii) Computershare Investor Services Inc. has been duly appointed by the PurchaserCorporation as the transfer agent and registrar for the Common Shares (including the Offered Shares);
(xiii) the authorized and issued capital of the Corporation; and as to all other legal matters, including compliance with Canadian Securities Laws in any way connected with the issuance, sale and delivery of the Offered Shares as the Agents may reasonably request. It is understood that counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than where they are qualified to practice law, and on certificates of officers of the Corporation, the transfer agent and the Corporation's Contradictory Knowledge Auditors as to relevant matters of fact. It is further understood that the Agents’ counsel may rely on the opinion of the Corporation's counsel as to matters which specifically relate to the Corporation or the Offered Shares, including the issuance of the Offered Shares;
(as defined b) the Agents shall have received legal opinions addressed to the Agents and the Agents’ counsel in Paragraph 6(a)form and substance satisfactory to the Agents, remain materially trueacting reasonably, correct and complete in all material respects on and dated as of the Closing Date, from counsel to each of the North American Subsidiaries, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the North American Subsidiaries, as appropriate, with respect to the level following matters: (i) each of the standard North American Subsidiaries is a corporation existing under the laws of knowledge applicable thereto when initially madethe jurisdiction in which it was incorporated, amalgamated or continued, as the case may be, and has all requisite corporate power to carry on its business as now conducted and to own, lease and operate its property and assets; and (ii) the percentage of the issued and outstanding shares of each of the North American Subsidiaries are registered, directly or indirectly, in the name of the Corporation;
(xc) all original filesif any Offered Shares are sold in the United States, licensesa favourable legal opinion of ▇▇▇▇, permitsWeiss, certificates of occupancyRifkind, keys▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, access codes the Corporation's special United States counsel, dated the Closing Date, in form and agreements in Seller's possession pertaining substance reasonably satisfactory to the PropertyAgents, which opinion may be subject to usual and customary qualifications for opinions of this type, to the effect that it is not necessary in connection with the offer, sale and delivery of the Offered Shares by the Corporation or to the Agents under this Agreement or in connection with the initial resale of the Offered Shares by the Agents in accordance with the provisions of this Agreement to register the Offered Shares under the U.S. Securities Act, it being understood that no opinion is expressed as to any subsequent reoffer or resale of Offered Shares;
(d) if any Offered Shares are sold in the UK, a favourable legal opinion of the Corporation's special UK counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Agents, which opinion may be subject to usual and customary qualifications for opinions of this type;
(e) a certificate of the Corporation dated the Closing Date, addressed to the Agents and signed on behalf of the Corporation by the President and Chief Executive Officer and the Chief Financial Officer of the Corporation or such other officers of the Corporation satisfactory to the Agents, acting reasonably, certifying that:
(i) the Corporation has complied with and satisfied, in all material respects, all terms and conditions of which this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;
(ii) the representations and warranties of the Corporation set forth in this Agreement are true and correct, in all material respects, at the Closing Time as if made at such time;
(iii) no event of a nature referred to in subsections 6(a), 6(b), 11(a)(i), 11(a)(ii) or 11(a)(iv) has occurred, or is pending, contemplated, or, to the knowledge of such officer, threatened (excluding any requirement to make any determination as to any Agent’s opinion); and each such statement shall be delivered true and the Agents shall have no knowledge to Purchaser within one the contrary;
(1f) a comfort letter of the Corporation's Auditors and those other auditors required to provide a "comfort letter" pursuant to subsection 4(c) addressed to the Agents and dated the Closing Date, satisfactory in form and substance to the Agents, acting reasonably, bringing the information contained in the comfort letters referred to in subsection 4(c) hereof up to the Closing Time, which comfort letters shall be not more than two Business Days prior to the Closing Date;
(g) evidence satisfactory to the Agents, acting reasonably, that the Offered Shares have been conditionally accepted by the Exchange and upon notice to the Exchange the Offered Shares shall be posted for trading as at the opening of business day after on the Closing Date; and
(xih) such other instruments certificates and documents as reasonably the Agents may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreementrequest, acting reasonably.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Agency Agreement
Closing Documents. With respect to the Purchased Assets existing as of the Closing Date, Sellers shall have executed the following documents, which shall have been approved by Buyer, subject to the reasonable comments of Sellers. Sellers shall use their respective best efforts to deliver such reasonable comments, if any, within five business days of receipt of such documents. Each of such documents shall be without representation or warranty and shall otherwise be in form acceptable to Buyer and Sellers. The documents are as follows:
(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 A ▇▇▇▇ of sale, if applicable, conveying Sale with respect to the Purchased Assets constituting Personal Property to transfer all of Seller's Sellers' right, title and interest thereto, in and to a customary form (the Personal Property and, to the extent assignable, the Intangible Property in the form of attached Exhibit C ("▇▇▇▇ of Sale"), duly executed by Sellers;
(ivb) An Assignment of Equipment Leases to transfer all of Sellers' right, title and interest in the equipment leases that are "Assumed Contracts" hereunder, in 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 customary form (the "Closing StatementEquipment Lease Assignment"), duly executed by Sellers;
(vc) an affidavit An Assignment of Seller certifying that Seller is not a "foreign person", as defined in the Federal Foreign Investment in Real Property Tax Act Leases to transfer all of 1980Sellers' right, title and the 1984 Tax Reform Actinterest in all Assumed Real Property Leases hereunder, as amendedin a customary form ("Real Property Lease Assignment"), duly executed by Sellers;
(vid) a termination An Assignment of the Management Agreement (in accordance with the terms thereof); and, Intellectual Property Rights 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 transfer all of Seller's rights Sellers' right, title and interests interest in the Contracts (other than Terminated Contracts) and to Purchaser all Intellectual Property, in the a customary form of attached Exhibit E ("Assignment of ContractsIntellectual Property Rights"), duly executed by Sellers;
(ixe) One or more Assumption and Assignment Agreements evidencing the transfer of Sellers' right, title and interest in the Assumed Contracts and all other Assumed Liabilities and Buyer's assumption of Sellers' obligations thereunder to the extent contemplated hereby, in a certificate stating that Seller's representations customary form (the "Assumption and warranties set forth in Paragraph 6(a) of this Agreement, as modified by the Purchaser's Contradictory Knowledge (as defined in Paragraph 6(aAssignment Agreements"), remain materially true, correct and complete in all material respects on and duly executed by Sellers;
(f) A certificate issued by each Seller certifying that as of the Closing Date, such Seller is not a foreign person (as described in Treasury Regulation Section 1.1445-2(b)(i)), such certificate to be in form similar to that described in Treasury Regulation Section 1.1445-2(b)(2)(iii)(B) or otherwise meeting the level requirements of the standard of knowledge applicable thereto when initially madeTreasury Regulation Section 1.1445-2(b)(2);
(xg) An assignment, in form and substance satisfactory to Buyer, duly executed and acknowledged by the applicable Sellers, transferring and assigning to Buyer the Sellers' interest in all original files, licenses, permits, certificates of occupancy, keys, access codes and agreements in Seller's possession pertaining title insurance policies relating to the Property, Assumed Real Property Leases;
(h) Stock certificates representing all of which shall be delivered to Purchaser within one (1) business day after the Closing Dateissued and outstanding stock of ENBPI duly endorsed for transfer by the Sellers; and
(xii) such Such other instruments agreements and documents as reasonably may be required by are necessary and appropriate for Sellers to carry out the Title Company terms and which are customarily delivered in the State to effectuate the within transaction; provided that Seller shall not be obligated to cause the delivery provisions of any such instrument or document that would increase or expand Seller's obligations or liability to Purchaser under this Agreement.
(b) At Closing, Purchaser shall execute and/or deliver to Seller and/or the Title Company (as applicable) the following:
(i) the balance of the Purchase Price;
(ii) the ▇▇▇▇ of Sale, if applicable;
(iii) a counterpart to the Closing Statement;
(iv) such organizational and authorizing documents of Purchaser as shall be required by the Title Company to evidence Purchaser's authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement;
(v) the Assignment of Contracts;
(vi) a certificate stating that Purchaser's representations and warranties set forth in this Agreement, remain materially true, correct and complete in all material respects on and as of the Closing Date, as modified by any contradictory information of which Seller may have acquired actual knowledge in the interim, to the level of the standard of knowledge applicable thereto when initially made; and
(vii) such other instruments as reasonably may be required by the Title Company and which are customarily delivered in the State to effectuate the within transaction; provided that Purchaser shall not be obligated to cause the delivery of any such instrument or document that would increase or expand Purchaser's obligations or liability to Seller under this Agreement.
Appears in 1 contract
Sources: Asset Purchase Agreement (New World Coffee Manhattan Bagel Inc)