Seller Closing Deliveries Sample Clauses
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Seller Closing Deliveries. No later than one (1) Business Day prior to the Closing Date, each Seller shall, with respect to each Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items:
(a) The Deed for such Seller’s Property (including, if applicable, the Deed to be transferred to a Special Purpose Entity in accordance with Section 6.7).
(b) A ▇▇▇▇ of Sale in the form attached as Exhibit C for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7.
(c) A General Assignment in the form attached as Exhibit D (the “General Assignment”) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7.
(d) An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7.
(e) A letter in the form attached hereto as Exhibit G prepared by Purchaser and executed by each such Seller, notifying each of the Tenants at the applicable Property of the transfer of the Property to Purchaser (the “Tenant Notice”);
(f) A closing statement executed by such Seller.
(g) A title affidavit or at such Seller’s option an indemnity, as applicable, in the customary form reasonably acceptable to such Seller to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject such Seller to any greater liability, or impose any additional obligations, other than as set forth in this Agreement;
(h) A certificate duly executed by each Seller stating that each 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; provided, however, that if Seller is a disregarded entity for federal income tax purposes, the certificate shall be furnished by the person recognized as the taxpayer for federal income tax purposes;
(i) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction; and
(j) An updated Rent Roll;
(k) If applicable and only with ...
Seller Closing Deliveries. No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:
5.2.1 Special Warranty Deed (the "Deed") in the form attached as Exhibit B to Purchaser, subject to the Permitted Exceptions.
5.2.2 A ▇▇▇▇ of Sale in the form attached as Exhibit C.
5.2.3 Two (2) originals of a General Assignment in the form attached as Exhibit D (the "General Assignment").
5.2.4 Two (2) originals of an Assignment of Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment").
5.2.5 A letter in the form attached hereto as Exhibit F prepared and addressed by Purchaser, and countersigned by Seller, to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations").
5.2.6 Seller's closing statement.
5.2.7 A title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment.
5.2.8 A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.
5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller's authority to consummate this transaction.
5.2.10 An updated Rent Roll effective as of a date no more than 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Roll shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1.
Seller Closing Deliveries. At the Closing and upon the terms and subject to the conditions set forth in this Agreement, Seller shall:
(i) deliver to ▇▇▇▇▇ duly executed assignments representing the Company Interests;
(ii) deliver to Buyer the following: (A) evidence of termination of all agreements (if any) regarding voting, transfer or other arrangements related to the Company Interests that are in effect prior to the Closing (other than any organizational document thereof or any Transaction Agreement) (in each case on terms and conditions reasonably satisfactory to Buyer); (B) evidence of the release of all Liens against Seller or the Company and its Subsidiaries related to the Company Interests and the assets of the Company and its Subsidiaries (including any Tax Liens and/or any applicable termination letters suitable for filing at the U.S. Patent and Trademark Office); and (C)(i) duly executed customary payoff letters in form and substance reasonably satisfactory to Buyer in respect of the Closing Indebtedness being repaid in full at the Closing from the third-party creditors listed on Schedule 1.4(b)(ii)(C) (the “Company Payoff Letters”) and (ii) evidence of the release of all obligations of the Company and its Subsidiaries under the 2025 Notes, the 2026 Notes, the Senior Secured Notes Indenture and the Unsecured Notes Indenture, in each case of clauses (i) and (ii), including copies of the related lien and guarantee releases, discharges and other required terminations in connection therewith (or commitment to release, if applicable) (such evidence shall include, without limitation and to the extent applicable, UCC-3 terminations, Intellectual Property security agreement terminations, account control agreement terminations, mortgage releases and landlord waiver terminations, which, in each case, drafts of each shall be provided to Buyer at least three (3) Business Days prior to Closing) of, in each case, in customary form and substance reasonably satisfactory to Buyer;
(iii) deliver to Buyer evidence that the Supplemental Indentures have been executed and delivered by ▇▇▇▇▇▇ and the Trustee, and remain in full force and effect;
(iv) deliver to the Company all books and records (including Tax Returns) and other property of the Company in Seller’s possession or under Seller’s control;
(v) deliver or cause to be delivered to Buyer a completed and executed IRS Form W-9 of Seller;
(vi) deliver to Buyer, an Intellectual Property Assignment Agreement (the “Intellectual Property Assig...
Seller Closing Deliveries. At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following:
(i) stock certificates representing in the aggregate all of the issued and outstanding Company Shares and stock certificates representing all of the share capital of the other Acquired Companies;
(ii) all documents, duly executed and/or endorsed by Seller, necessary to enable title to the Company Shares to pass into the name of Purchaser, including a stock transfer form providing for the transfer of the Company Shares into the name of Purchaser;
(iii) a copy of the minutes of a meeting of the Managers of the Seller authorizing the execution by the Seller of this Agreement (and any other documents referred to in this Agreement to which it is, or will be, a party), such a copy of the minutes being certified as true and correct by a Manager or the secretary of that Seller;
(iv) a copy (certified as true and correct by the Seller’s Solicitors) of any power of attorney under which this Agreement, or any document referred to in this Agreement is, or is to be, executed on behalf of any of the parties (other than the Purchaser);
(v) the Resignation Letters, in the agreed form and executed as deeds, from each of G▇▇▇ ▇▇▇▇▇▇ and D▇▇▇▇ ▇▇▇▇▇▇▇▇▇ resigning all their respective offices as an employee, consultant, director and/or secretary of the Company and the Acquired Companies;
(vi) Copies of all Consents, permits, approvals, registrations and waivers necessary or appropriate at the Closing Date for the consummation by Seller of the sale of the Company Shares to Purchaser and the Transaction;
(vii) Seller’s Secretary Certificate; and
(viii) Seller’s Closing Certificate;
Seller Closing Deliveries. At least one (1) Business Day prior to the scheduled Closing Date, Seller agrees to deliver the following documents to the Title Company (fully executed and notarized by Seller as appropriate):
(i) Deed which shall mean that special warranty deed (or its equivalent under the law of the state in which the Real Property is located) whereby Seller conveys to Purchaser all of Seller’s right, title and interest in and to the Real Property, subject to all current taxes not yet due and payable, assessments and any other liens arising therefrom, all reservations in patents, deed restrictions, if any, all easements, rights of way, covenants, conditions, restrictions, encroachments, liens, encumbrances, obligations and liabilities as may appear of record, and all other matters that can be determined by a visual inspection or a complete and accurate survey of the Real Property (the “Deed”), attached hereto as Exhibit B;
(ii) Non-Foreign Seller’s Certificate (the “FIRPTA”), certifying that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Act of 1980 and the 1984 Tax Reform Act, as amended;
(iii) a closing settlement statement reflecting the prorations, credits and adjustments contemplated by or specifically provided for in this Agreement; and
(iv) such further documents as reasonably may be required by the Title Company in order to fully and legally close the Transaction.
Seller Closing Deliveries. At the Closing, Sellers shall deliver (or cause to be delivered) to Buyer all of the following:
Seller Closing Deliveries. Seller shall duly execute and/or deliver to Buyer at the Closing:
(a) a ▇▇▇▇ of sale in the form attached hereto as Exhibit A (the “▇▇▇▇ of Sale”), duly executed by Seller;
(b) an assignment and assumption agreement, dated the Closing Date, in the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), duly executed by Seller;
(c) a patent assignment agreement in the form attached as Exhibit C (the “Patent Assignment”), duly executed by Seller;
(d) a trademark assignment agreement in the form attached as Exhibit D (the “Trademark Assignment”), duly executed by Seller;
(e) a written release in the form attached as Exhibit E, duly executed by Seller, mutually releasing the Stockholders Representatives and Seller from any and all claims and obligations under the ForSight Agreement, which shall be automatically effective upon the Closing hereof and subject to customary terms and conditions.
(f) such notices, consents and agreements as may be necessary or appropriate in order to complete the transactions contemplated hereby and assign to Buyer all rights and benefits under the Assumed Contracts; provided that Seller shall not be required to take any action that cannot be taken using commercially reasonable efforts; provided, further, that Seller shall not be required to incur any out-of-pocket expenses unless Buyer agrees to reimburse Seller therefor; and
(g) Notwithstanding anything herein the contrary, the failure by Seller to obtain the consent of any third party to the assignment of any Assumed Contract prior to Closing shall not be a breach of Seller’s obligations under this Section 1.9, but Seller shall comply with its obligations under Section 4.6(d).
Seller Closing Deliveries. On or before 11:00 a.m. (MT) on the Closing Date, Seller shall deliver to Escrow Agent each of the following items:
(a) One (1) original of the Special Warranty Deed (the “Deed”), in the form attached to the Agreement as Exhibit “B”, duly executed and acknowledged by Seller.
(b) One (1) original ▇▇▇▇ of Sale (the “▇▇▇▇ of Sale”), in the form attached hereto as Exhibit “C”, executed by Seller.
(c) Two (2) originals of the General Assignment, in the form attached hereto as Exhibit “D” (the “General Assignment”), executed by Seller.
(d) Two (2) originals of the Tenancy-In-Common Agreement, in the form attached hereto as Exhibit “E” (“TIC Agreement”), executed by Seller.
(e) Three (3) originals of the Master Lease, in the form attached hereto as Exhibit “F” (“Master Lease”), executed by Seller as landlord and as tenant and executed by Gaia, Inc., a Colorado corporation, as guarantor.
(f) One (1) original of the Promissory Note, in the principal amount of Four Million Dollars, in the form attached hereto as Exhibit “G” (“Promissory Note”), executed by Gaia, Inc., a Colorado corporation, as borrower.
(g) Two (2) originals of the Property Management Agreement, in the form attached hereto as Exhibit “H” (the “Property Management Agreement”), executed by Seller as landlord and as property manager.
(h) One (1) original Memorandum of Tenancy-In-Common Agreement, in the form attached hereto as Exhibit “I” (“TIC Memorandum”), executed by Seller.
(i) The Survey Affidavit, executed by Seller.
(j) A certification of Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.
(k) Resolutions, certificates of good standing and such other organizational documents as Title Insurer shall reasonably require evidencing Seller’s authority to consummate this transaction.
(l) Such other documents as Escrow Agent may reasonably require from Seller in order to consummate the purchase and sale of the Property and to issue the Title Policy.
Seller Closing Deliveries. At least one (1) Business Day prior to the scheduled Closing Date, Seller agrees to deliver the following documents to the Title Company (fully executed and notarized by Seller as appropriate):
(i) Deed which shall mean that special warranty deed (or its equivalent under the law of the state in which the Real Property is located) (the “Deed”), attached hereto as Exhibit B;
(ii) Non-Foreign Seller’s Certificate (the “FIRPTA”), certifying that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Act of 1980 and the 1984 Tax Reform Act, as amended;
(iii) a closing settlement statement reflecting the prorations, credits and adjustments contemplated by or specifically provided for in this Agreement; and
(iv) such further documents as reasonably may be required by the Title Company in order to fully and legally close the Transaction.
Seller Closing Deliveries. At the Closing, Seller and/or Company shall deliver or cause to be delivered to Buyer:
(a) an Agreement of Membership Interest in favor of Buyer or its nominee as Buyer may have directed prior to the Closing Date and otherwise in a form acceptable for transfer on the books of Company;
(b) [Intentionally omitted.] ;
(c) [Intentionally omitted.];
(d) [Intentionally omitted.];
(e) [Intentionally omitted.];
(f) [Intentionally omitted.];
(g) the consents and approvals as set forth on Schedule 3.5(a);
(h) written resignations by each of the officers and Managers of Company in office immediately prior to the Closing Date;
(i) a certificate, dated as of the Closing Date, of the Secretary or an Assistant Secretary of Company evidencing all necessary or appropriate corporate action to enable such Company to comply with the terms of this Agreement;
(j) a certificate of good standing for Company issued by the Florida Secretary of State within a reasonable date of the Closing;
(k) good standing and tax good standing bring-down certificates for Company issued as of the date of the Closing;
(l) such documents as Buyer or its counsel may reasonably require.