Seller Deliverables Clause Samples
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Seller Deliverables. Seller shall deliver to Title Insurer at least two (2) business days prior to the Closing Date (or on such other date specified below) the following executed documents, each to be provided separately for each of the Properties being acquired, all in form and substance reasonably satisfactory to Buyer and, as appropriate, executed by Seller (and/or, where appropriate, the Operating Subtenant and other named parties) and acknowledged or notarized: (1) One (1) original of a general warranty deed conveying each parcel of the Real Property to Buyer, subject only to the Permitted Exceptions; (2) if the legal description of the Land set forth on the survey obtained by Buyer (the “Survey Description”) differs from the legal description of the Land set forth on the deed by which Seller acquired title, two (2) originals of a quit claim deed conveying the Real Property to Buyer utilizing the Survey Description; (3) four (4) originals of the Master Lease and each Operating Sublease, together with letter of credit, security deposit, guaranties and other documents or security required thereby, including, without limitation, the guaranty of the Master Lease by each Guarantor (as defined in the Master Lease) and Secondary Guarantor (as defined in the Mater Lease) in the form attached to Master Lease and (B) the guaranty of the Master Lease by each of the Operating Subtenants in the same form as the guaranty referenced in clause (A) of this paragraph, limited to the obligations relating to the Operating Subtenant’s subleased premises and the rent payable under the Operating Sublease; (4) Two (2) originals of a subordination of the Management Agreement, if any, as such term is defined in the Master Lease; (5) as required by the Master Lease, an inter-creditor and subordination agreement by and among the applicable Buyer, Tenant, Operating Subtenant, and Operating Subtenant’s agents and lenders (the “Inter-creditor Agreement”), if applicable, in form and substance acceptable to Buyer, Seller and Seller’s agents and lenders;
Seller Deliverables. At the Closing, subject to the terms and conditions of this Agreement, the Seller shall deliver, or cause to be delivered, to the Buyer:
(a) a counterpart duly executed by the Seller of the Assignment and Assumption Agreement;
(b) a certificate duly executed by an authorized officer of the sole member of the Seller, dated as of the Closing Date, in customary form, attesting to the resolutions of the board of managers, board of directors or similar governing body of the Seller authorizing the execution and delivery of the Transaction Documents to which the Seller is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date;
(c) a properly executed affidavit, prepared in accordance with Treasury Regulations Section 1.1445-2(b)(2) and in form reasonably acceptable to the Buyer, certifying that the Seller is not a foreign person within the meaning of the Code; and
(d) a copy of (i) the notice delivered by Seller to the Collateral Agent pursuant to and in accordance with Section 9(b) of the FPS LLC Pledge Agreement dated as of a date at least five (5) Business Days prior to the Closing Date and (ii) any other documentation reasonably requested by the Collateral Agent under the FPS LLC Pledge Agreement pursuant to Section 9(b) of the FPS LLC Pledge Agreement (including any transfer powers relating to newly-issued membership interest certificates).
Seller Deliverables. The Sellers shall have executed and delivered to SPAC and Sponsor each agreement set forth in Sections 3.3(b) and (c) on or prior to the Closing Date.
Seller Deliverables. At the closing, Seller shall deliver to Purchaser a duly executed Patent Assignment(s).
Seller Deliverables. Seller shall have delivered, or caused to be delivered, to Purchaser each of the deliverables described in Section 2.9(a).
Seller Deliverables. At the Closing, Seller shall cause to be delivered to Buyer:
(i) customary evidence of the transfer of the Purchased Interests to Buyer;
(ii) the certificate required by Section 6.02(c); and
(iii) a duly executed IRS Form W-9 for the Seller Trust.
Seller Deliverables. Seller agrees to deliver merchantable title to the Property at Closing and execute, acknowledge (as appropriate) and deliver to Buyer the following at the Closing: (a) act of sale without warranty of title (except as to Seller’s acts) and subject to the waiver of warranties as set forth herein; (b) such possession and lien affidavits (without indemnity) if and as reasonably required by a title insurer; (c) settlement statement; (d) such other documents as may be reasonably required to consummate the transactions set forth herein; and (e) any closing expenses required by the Seller herein. The date of the Closing shall be extended to allow for any curative work necessary to satisfy Seller’s obligation to deliver merchantable title. Until all defects in Seller’s title have been cured, after a 60-day delay in the original date scheduled for the Closing, the Buyer may at Buyer’s option terminate this Agreement and receive a return of the Deposit, less any amount then owed for Change Orders. If the Seller is unable to cure title defects after 90 days from the original date scheduled for the Closing, then the Seller may, at the Seller’s option, terminate this Agreement by returning the Deposit to the Buyer.
Seller Deliverables. At the Closing, upon delivery of the Purchase Price, the Seller shall deliver to each Purchaser:
(i) an executed counterpart of this Agreement;
(ii) copies of the letter of transmittal and direction letter to the Corporation providing for delivery of the Purchaser’s respective Purchased Securities to such Purchaser; and
Seller Deliverables. At the Closing, the Seller shall deliver to the Buyer:
(i) Such Consents, estoppel certificates, Permits and other Instruments as Buyer may reasonably request to enable it to conduct the Business without interruption or disruption;
(ii) Closing certificates, duly executed by the appropriate officers of the Company, dated on the Closing Date, in form and substance reasonably satisfactory to the Buyer, certifying the fulfillment of the closing conditions set forth in Section 2.06(a) hereof;
(iii) The Employment Agreement(s), duly executed by the Executives, dated on the Closing Date, in form and substance reasonably satisfactory to the Buyer;
(iv) An executed lease between the Company and the landlord of each of the Company’s [x] offices, in the form attached hereto as Exhibit A, relating to real estate located at [insert addresses] for a minimum term of five (5) years upon terms mutually agreed upon by the Company, Iron Eagle, and said landlords;
(v) Financials:
(a) PCAOB GAAP certified Audited Financial Statements of the Company for Fiscal Years ending December 31, 2008, 2009 and 2010.
(b) GAAP Reviewed financials of the Company for the ten (10) months ending October 31, 2011.
(vi) Consent to the transfers contemplated in this SPA by the surety on all bonds issued for pending construction projects of the Company;
(vii) Consent of all secured creditors of the Company to the Transaction, including but not limited to Company’s banks;
(viii) Certificate(s) evidencing the Shares, endorsed in blank or with executed powers of assignment attached; and
(ix) Opinion of the Company’s Counsel, dated on the Closing Date, substantially in the form attached hereto as Exhibit B hereto; and
Seller Deliverables. At Closing, Seller shall deliver (duly and fully executed, acknowledged and notarized as appropriate) to the Title Company or perform all of the following:
10.2.1 Special Warranty Deed (the “Deed”) conveying title to the Property in form substantially similar to Exhibit C attached hereto and incorporated herein by this reference;
10.2.2 Non Warranty Deed (the “Non Warranty Deed”) in a form substantially similar to Exhibit D attached hereto and incorporated herein by this reference, which shall use the legal description from the Survey..
10.2.3 A general assignment and assumption agreement (the “Assignment”) assigning to Purchaser all of Seller’s right, title and interest in and to all Service Contracts to be assumed by Purchaser pursuant to the terms of this Agreement (to the extent assignable) and Related Rights, and, subject to the terms of this Agreement, providing for Purchaser’s assumption thereof;
10.2.4 Any other documents to evidence the authority of Seller to consummate the Closing reasonably requested by the Title Company or Purchaser;
10.2.5 Possession of the Property free and clear of all parties in possession, and all keys, codes and other security devices in Seller’s possession for all facilities at the Property; waiver; have been satisfied.
10.2.6 The Title Company’s standard Owner/Seller affidavit and lien
10.2.7 The FIRPTA Affidavit, executed by Seller; and
10.2.8 A certification stating that the conditions set forth in Section 14.1.1