Documents to be Delivered by Seller Clause Samples
Documents to be Delivered by Seller. At Closing At or prior to the Closing, Seller shall deliver or cause to be delivered to Purchaser the following, all in form and substance reasonably satisfactory to Purchaser:
a. Special Warranty Deed to Purchaser or Purchaser's nominee in recordable form, conveying good and marketable title in fee simple to the Property and Building, subject only to the Permitted Exceptions;
b. The Title Policy or a "marked-up" Title Commitment (including extended coverage and title endorsements) and indicating waiver or deletion of the Removable Exceptions;
c. A ▇▇▇▇ of Sale executed by Seller, assigning, conveying and warranting to the Purchaser title to the Personal Property, if any, and the Intangible Property, if any, free and clear of all encumbrances;
d. The original executed Leases;
e. Letter from the tenants under the Leases (hereinafter referred to as "Tenant Estoppel Certificates") addressed to Purchaser or its nominee and Mortgagee, as hereinafter defined, in the form attached hereto as Exhibit "B". If Seller is unable to obtain Tenant Estoppel Certificates from all of the tenants, Seller shall provide Purchaser with a Seller's Estoppel Certificate for the tenants who did not provide Tenant Estoppel Certificates. The Seller's Estoppel Certificate shall contain the matters set forth in Exhibit "B" attached hereto;
f. Notices executed by Seller to all tenants, licensees or concessionaires, under the Leases and Project Contracts directing such parties to pay all rental and other payments to Purchaser or its agent;
g. All architectural drawings, plans, specifications, surveys, building permits, occupancy permits or other similar items in Seller's possession and control which Seller has created, used or relied upon for the ownership and maintenance of the Project;
h. A non-foreign certificate in accordance with the provisions of paragraph 22 hereof;
i. Insurance certificates in Seller's possession required by the tenants under the Lease;
j. A rent roll dated as of the Closing certified by Seller to Purchaser to be true, correct and complete;
k. All keys in possession of the Seller used in connection with the Project and the combinations to all locks included on the Project;
l. An affidavit of title;
m. A certificate from Seller stating that the representations and warranties set forth in paragraph 9 are true and accurate in an material respects as of the date of the Closing; and
n. Such other documents as Purchaser or the Title Company may reasonably request to en...
Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following documents, in each case duly executed or otherwise in proper form:
Documents to be Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following:
(a) a certificate of an officer of Seller, dated the Closing Date, in form and substance reasonably satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Sections 11.1 through 11.6 hereof;
(b) instruments of conveyance and transfer, in form and substance reasonably satisfactory to counsel to Buyer, effecting the sale, transfer, assignment and conveyance of the Station Assets to Buyer, including, but not limited to, the following:
(i) assignment of the FCC Authorization and other licenses, permits and registrations included in the Station Assets;
(ii) b▇▇▇ of sale for all Personal Property;
(iii) assignment of the Assumed Contracts;
(iv) assignment of the tower site lease for the Station.
(c) resolutions of Seller's Board of Directors authorizing the execution, delivery and performance of this Agreement, certified by an officer of Seller;
(d) UCC Termination Statements with respect to Liens which have been placed of record on the Station Assets;
(e) a general warranty deed for all owned Real Property, if any, included in the Station Assets, in a form acceptable in all material respects to Buyer;
(f) Certificates of Good Standing of Seller issued by the states of Utah and Nevada;
(g) estoppel certificates, in form reasonably satisfactory to Buyer, for the tower site lease and any other leases included in the Real Property;
(h) consents from third parties required for the assignment of the Assumed Contracts; and
(i) such other documents as may reasonably be requested by Buyer's counsel.
Documents to be Delivered by Seller. At the Closing, Seller shall:
(a) Execute and deliver to Buyer (or its assigns as permitted by Section 14.4) any and all instruments of sale, assignment and transfer and other documents reasonably requested by Buyer in order to effect the transfer of the Assets to Buyer, or otherwise to facilitate the transactions contemplated hereby, such instruments to include, but not be limited to:
(i) assignments of patents, trademarks, tradenames, copyrights and all applications and licenses therefor, in form suitable for recording with any applicable registration authority, and all other Intellectual Property Rights of Seller included in the Assets, including without limitation patent documents, assumed or fictitious names, corporate names, franchises, discoveries and other know-how;
(ii) duly endorsed certificates of title to vehicles, if any, included within the Assets, together with any appropriate affidavit with respect to the sale price thereof or the odometer reading of such vehicle; and
(iii) a Trustee bil▇ ▇▇ sale and assignment covering all other Assets of Seller not identified above, conveying title to such Assets to Buyer, and containing reasonable "further assurances" language obligating Seller to execute other appropriate instruments after the Closing in order to confirm Buyer's title to and possession of such Assets.
(b) Deliver to Buyer a "bring-down" certificate executed by an officer of Seller, and a certificate of incumbency and copy of the resolutions adopted by the Board of Directors of Seller, authorizing the execution and delivery of this Agreement and the other transactions contemplated hereby, duly certified as of the Closing Date by an officer of Seller;
(c) Deliver to Buyer certificates of good standing issued by the California Secretary of State and Franchise Tax Board; and
(d) To the extent any consents or approvals shall be necessary to any of the transactions herein contemplated, or to the sale of the Assets, Seller shall deliver to Buyer upon request copies of all such consents or approvals to the extent obtained by Seller.
Documents to be Delivered by Seller. Seller shall have delivered the following documents to the Escrow Agent to be held in escrow until delivery of the Purchase Price as provided in section 1.3.
(a) Stock certificates representing all of the Shares, duly endorsed to Buyer in blank or accompanied by duly executed stock powers.
(b) Such other documents or certificates as shall be reasonably required by Buyer or its counsel in order to close and consummate this Agreement.
Documents to be Delivered by Seller. Seller shall have delivered the following documents:
(a) Stock certificates representing all of the Shares in the amounts set forth in Exhibit A, duly endorsed to Buyer and in blank or accompanied by duly executed stock powers.
(b) Such other documents or certificates as shall be reasonably required by Buyer or its counsel in order to close and consummate this Agreement.
Documents to be Delivered by Seller. At or prior to the Closing, Seller shall deliver, or cause to be delivered, the following:
(a) documents of transfer, bills of sale, certificates of title and other instruments of transfer, dated the Closing Date, transferring to Buyer title to the Assets.
(b) documents evidencing the assignment and assumption of the Contracts to Buyer (together with any third-party consents required for such transfers) and the assignment and assumption of any permits and licenses (together with any third-party consents required for such transfers) not transferred pursuant to Section 3.4(a), and the Assignment, Acceptance, and Assumption Agreement described in Section 1.8;
Documents to be Delivered by Seller. At the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following:
(a) stock certificates representing the Shares, duly endorsed in blank or accompanied by stock transfer powers and with all requisite stock transfer tax stamps attached;
(b) a certified copy of the Approval Order and all other Orders of the Bankruptcy Court with respect to the transactions contemplated hereby;
(c) a copy of the Indemnification Escrow Agreement, duly executed by Seller;
(d) written resignations of each of the directors of the Transfer Group Companies (other than Persons specified by Purchaser not less than ten (10) days prior to Closing);
(e) a certificate of an officer of Seller certifying that the closing conditions set forth in Sections 7.2(a) (with respect to Seller's representations and warranties) and 7.2(b) (with respect to Seller's obligations and covenants) have been satisfied;
(f) documents reasonably acceptable to Purchaser that provide evidence of all amounts and calculations referred to in Section 2.2 regarding settlements and reserves for Shared Special Indemnity Matters; and
(g) such other documents and certificates (including resolutions but not including legal opinions) reasonably requested by Purchaser and customarily delivered in transactions of this type.
Documents to be Delivered by Seller. At or prior to the Closing, Seller shall deliver, or cause to be delivered, the following:
(a) documents of Assignment free of encumbrances and other instruments of transfer, dated the Closing Date, transferring to Buyer title to the Assets.
(b) documents evidencing the assignment and assumption of the Contracts to Buyer or a Designee (together with any third-party consents required for such transfers);
Documents to be Delivered by Seller. At the Closing, Seller will ----------------------------------- deliver to Buyer the following, at the expense of Seller and in proper form for recording when appropriate: