Deliveries by Seller Sample Clauses
Deliveries by Seller. At the Closing, Seller shall deliver, or cause to be delivered, the following to Buyer:
(a) One or more Special Warranty Deeds, duly executed by Seller and in recordable form;
(b) The Bills of Sale, duly executed by Seller;
(c) The Assignment and Assumption Agreements, duly executed by Seller;
(d) Evidence, in form and substance reasonably satisfactory to Buyer, demonstrating that Seller has obtained the Seller's Required Regulatory Approvals set forth on Schedule 7.2(c);
(e) A FIRPTA Affidavit, duly executed by Seller;
(f) Copies, certified by the Secretary or Assistant Secretary of Seller, of resolutions authorizing the execution, delivery and performance of this Agreement, each Additional Agreement to which Seller is a party and all of the other agreements and instruments, in each case, to be executed, delivered and performed by Seller in connection herewith;
(g) A certificate of the Secretary or Assistant Secretary of Seller identifying the name and title and bearing the signatures of the officers of Seller authorized to execute and deliver this Agreement, each Additional Agreement to which Seller is a party and the other agreements and instruments contemplated hereby;
(h) All such other agreements, documents, instruments and writings as shall, in the reasonable opinion of Buyer and its counsel, be necessary to sell, assign, convey, transfer and deliver to Buyer the Purchased Assets, in accordance with this Agreement and, where necessary or desirable, in recordable form, provided that Seller shall not be required to prepare or obtain any survey, abstract, title opinion or title insurance policy with respect to the Real Property; and
(i) Such other agreements, documents, instruments and writings as are reasonably required to be delivered by Seller at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith.
Deliveries by Seller. Each Respective Seller shall deliver the following with respect to such Respective Seller’s Property:
(1) a special warranty deed, limited warranty deed, grant deed, covenant deed or the local equivalent in the State where the Property is located, in a form reasonably approved by Buyer and Seller prior to expiration of the Due Diligence Period (a “Deed”), executed and acknowledged by Respective Seller;
(2) a Xxxx of Sale in the form of Exhibit C, executed by Respective Seller; Seller;
(3) the Assignment and Assumption, executed by Respective
(4) a customary Certificate of Non-Foreign Status in the form reasonably approved by Buyer and Seller, executed by Respective Seller or “[REDACTED]” (as hereinafter defined), as applicable;
(5) the ancillary transfer documents listed on Schedule 2 attached hereto, executed by Respective Seller, [REDACTED] or Seller’s Investment Advisor, as applicable;
(6) a bring-down certificate pursuant to which Respective Seller represents and certifies that all representations and warranties made by Respective Seller in Paragraph 9(b) are true and correct as of the Closing Date, subject to Paragraph 9(c);
(7) the Closing Statement, in form and content satisfactory to Buyer and Seller, executed by Seller’s Investment Advisor; and
(8) such evidence of Seller’s authority as the Title Company may reasonably require, as well as such other documents agreed to by Seller prior to the expiration of the Due Diligence Period, including an Owner’s Affidavit substantially in the form attached hereto as Exhibit I and a Gap Indemnity substantially in the form attached hereto as Exhibit J.
Deliveries by Seller. Prior to or on the Closing Date, Seller shall deliver to Buyer the following, in form and substance reasonably satisfactory to Buyer and its counsel:
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer such instruments of conveyance and other customary documentation as shall in form and substance be reasonably satisfactory to Buyer and its counsel in order to effect the Sale, including, without limitation, the following:
(1) one or more bills of sale or other instruments (including assignments of FCC Authorizations, call letters, service marks, leases and other contracts) conveying the Station Assets;
(2) any releases of Liens that are necessary in order to transfer the Station Assets in the manner contemplated by Section 1.4(a);
(3) a certified copy of the resolutions or proceedings of Seller’s board of directors and stockholders (or similar Persons) authorizing Seller’s consummation of the Sale;
(4) a certificate as to the existence and/or good standing of Seller issued by the Secretary of State of each state under the laws of which Seller is incorporated, organized, formed or authorized to do business, in each case dated on or after the fifth Business Day prior to the Closing Date, certifying as to the good standing and/or qualification of Seller in such jurisdiction;
(5) a receipt for the Cash Purchase Price;
(6) all Consents received by Seller through the Closing Date;
(7) a certificate of Seller to the effect that, except as set forth in such certificate, each of the representations and warranties of Seller contained in this Agreement is true and accurate in all material respects (except to the extent changes are permitted or contemplated pursuant to this Agreement) as if made on and as of the Closing Date; and
(8) such other documents as Buyer may reasonably request.
Deliveries by Seller. At or before the Closing, Seller shall deliver to Buyer the following (duly executed where appropriate):
Deliveries by Seller. Section 3.3
Deliveries by Seller. At the Closing, Seller shall deliver to Buyer (duly executed where appropriate):
(a) resolutions of the Board of Directors of Seller and the Board of Directors and Shareholders of each of the Companies, which shall be in full force and effect as of the Effective Date, authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated herein;
(b) a xxxx of sale for the Acquisition Assets in form reasonably acceptable to Buyer and Seller executed by Seller and the Companies;
(c) an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) for the assignment and assumption of the Contracts or, in lieu thereof, subcontracting agreements (the “Subcontracting Agreements”) in form reasonably acceptable to Buyer and Seller executed by Seller and the Companies;
(d) Noncompetition Agreements executed by Seller and the Companies;
(e) title documents for the Vehicles, Equipment and Machinery;
(f) the Real Estate Leases executed by the applicable Landlord or Sublandlord, as the case may be;
(g) such other documents as may be reasonably necessary to effect the closing of the transactions contemplated in this Agreement.
Deliveries by Seller. On the Closing Date, Seller shall deliver, or shall cause to be delivered, to Purchaser the following:
(a) duly executed Bill of Sale;
(b) duly executed Deeds conveying the real pxxxxrty interests constituting each of the Purchased Assets listed on Schedule 2.1 hereto;
(c) evidence, reasonably satisfactory to Purchaser, of the obtaining of the Seller Required Consents, which consents will be in full force and effect on the Closing Date; and
(d) all such other assignments and other instruments of assignment, transfer or conveyance, together with books and records related to the Purchased Assets, as Purchaser may reasonably request or as may be otherwise necessary or desirable to evidence and effect the sale, transfer, assignment, conveyance and delivery of the Purchased Assets to Purchaser and to put Purchaser in actual possession or control of the Purchased Assets.
Deliveries by Seller. Seller shall deposit into the Escrow for delivery to Buyer at Closing: (i) a grant deed; (ii) an affidavit or qualifying statement which satisfies the requirements of paragraph 1445 of the Internal Revenue Code of 1986, as amended, any regulations thereunder (the “Non-Foreign Affidavit”); (iii) a California Franchise Tax Board form 590 to satisfy the requirements of California Revenue and Taxation Code Section 18805(b) and 26131; and (iv) a statement with the actual costs of Maintenance Expenses.