Seller Closing Deliveries Sample Clauses

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 Xxxx 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 subject thereto, the Company and the Selling Entities shall deliver (or cause to be delivered) to Buyer the following: (i) a copy of the Transition Services Agreement executed by the Company and Seller and/or one or more of its Subsidiaries; (ii) a copy of the Estimated Closing Balance Sheet certified in writing as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company; (iii) a copy of the Estimated Closing Statement certified in writing as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company; (iv) all stock certificates representing the Shares, duly endorsed in blank for transfer to, or accompanied by duly executed stock transfer powers executed in favor of, the Buyer; (v) a certificate, in form and substance reasonably acceptable to Buyer and meeting the requirements of Treasury Regulation Section 1.1445-2(b)(2), duly executed by Seller Sub, to the effect that Seller Sub is not a “foreign person” within the meaning of Section 1445 of the Code; (vi) a certificate of good standing or similar instrument for each Selling Entity, the Company and each Subsidiary of the Company issued by the Secretary of State or other relevant public office of the jurisdiction of such entity’s incorporation or organization, dated as of a date not more than five Business Days prior to the Closing Date; (vii) a certificate, in form and substance reasonably acceptable to Buyer, duly executed by the secretary of the Company, dated as of the Closing Date, certifying that (A) attached to such certificate is a true and correct copy of (1) the Organizational Documents of the Company and each of its Subsidiaries and (2) resolutions of the board of directors of the Company approving this Agreement, the other Transaction Agreements to which the Company is a party and the transactions contemplated hereby and thereby, and (B) all such Organizational Documents and resolutions are in full force and effect and have not been amended, modified or rescinded; (viii) a certificate, in form and substance reasonably acceptable to Buyer, duly executed by the secretary of Seller Sub, dated as of the Closing Date, certifying that (A) attached to such certificate is a true and correct copy of (1) the Organizational Documents of Seller Sub and (2) resolutions of the board of directors of Seller Sub approving this Agreement, the other Transaction Agreements to which Seller Sub is a party and the ...

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 Xxxxx 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 Xxxxxx 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. No later than one (1) Business Day prior to the Closing Date for a Property, the applicable Seller shall, with respect to such Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items: 5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a Special Warranty Deed in the form attached as Exhibit B-1 (the “MD Deed”), subject to the Permitted Exceptions for such Properties. 5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached as Exhibit B-2 (the “TN Deed”), subject to the Permitted Exceptions for such Properties. 5.2.3 With respect to the Parktown Townhouses Property, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties. 5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property. 5.2.5 A Xxxx of Sale in the form attached as Exhibit C. 5.2.6 A General Assignment in the form attached as Exhibit D (the “General Assignment”). 5.2.7 An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”). 5.2.8 With respect to the Chimneys of Cradlerock Property, an Assignment of HAP Contract in the form attached hereto as Exhibit O (with such changes as may be required by HUD and DHCR) (the “Assignment of HAP Contract”) 5.2.9 Notification letters to all Tenants at such Property (the “Tenant Notification Letters”) prepared and executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after Closing. 5.2.10 The applicable Seller’s closing statement. 5.2.11 A title affidavit or an indemnity form reasonably acceptable to such 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. 5.2.12 A certification of such Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.13 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. 5.2.14 U...

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. The Seller shall deliver the following documents at Closing: (a) with respect to the Asset: (i) a grant deed (a “Deed”) in substantially the form of Exhibit C attached hereto, duly executed by the Seller; (ii) a bxxx of sale (a “Bxxx of Sale”) duly executed by the Seller in substantially the form of Exhibit D hereto, transferring the FF&E, Supplies, Inventories, and Accounts Receivable to Buyer; (iii) the Assignment of Leases duly executed by the Seller, together with a copies, and if available, originals of the Tenant Leases referred to in such assignment; (iv) the Assignment of Contracts duly executed by the Seller, together with copies, and if available, originals of all contracts and agreements assigned thereby; (v) a general assignment of the Licenses and Permits and Intangible Property (the “Assignment of Intangibles”) duly executed by Seller in substantially the form of Exhibit E hereto. (vi) all keys, keycards, security and access codes to the Property; (vii) an affidavit that the Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially the form of Exhibit F attached hereto; (viii) a California Form 593-C Real Estate Withholding Certificate; (ix) a closing statement prepared and approved by Seller and Buyer, consistent with the terms of this Agreement; (x) all books and receipts in Seller’s possession relating to the ownership, operating and management of the Hotel; and (xi) the title affidavits and documents referred to in Section 8.5; (xii) the Manager’s Estoppel (provided that, that the delivery of Buyer’s Manager SNDA shall satisfy this delivery); (xiii) the Lease Termination Notices if requested and provided pursuant to Section 3.4(f); (xiv) a Tenant Estoppel from Victoria’s Secret or a VS Seller Estoppel; and (b) with respect to the transactions contemplated hereunder: (i) a duly executed and sworn officer’s certificate from the Seller certifying that the Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (ii) an executed and acknowledged incumbency certificate from the Seller certifying the authority of the officers of the Seller to execute this Agreement and the other documents delivered by the Seller to the Buyer at the Closing; and (iii) all transfer tax returns w...

Seller Closing Deliveries. At the Closing, Sellers shall deliver (or cause to be delivered) to Buyer all of the following:

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. Seller shall duly execute and/or deliver to Buyer at the Closing: (a) a xxxx of sale in the form attached hereto as Exhibit A (the “Xxxx 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. 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.