Seller Documents Clause Samples
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Seller Documents. Prior to the Closing Date, Sellers will deposit with the Escrow Agent the following items (collectively, the “Seller Documents”):
(1) An assignment of each Seller’s respective Partnership Interests executed by the GP, each ILP and the SLP, as applicable (the “Partnership Assignment”), in the form of Exhibit A hereto or such other form, as may be mutually and reasonably agreeable to Sellers and Buyers;
(2) An amendment to each of the Partnership Agreements and Certificates of Limited Partnership reflecting the Sellers withdrawal as the general partner and limited partner of each of the Partnerships, and the admission of the Buyers as the general partner and limited partner of each Partnership, in such form, as may be mutually and reasonably agreeable to Sellers and Buyers (collectively, the “Partnership Agreement Amendments”);
(3) the Recapture Bond;
(4) an updated rent roll (updated Schedule 3) dated on a date within the month of the Closing Date;
(5) a copy of the termination of the current property management contract effective as of the Closing Date;
(6) a closing certificate, executed by each Seller, which reaffirms as of the Closing Date each Seller’s representations, warranties, covenants and indemnity obligations which by the express terms of this Agreement survive the delivery of the Partnership Assignment and the Closing Date, in the form of Exhibit B hereto;
(7) counterparts of the Transaction closing statement, executed by each Seller, reflecting the Purchase Price and adjustments, pro-rations and credits, if any, cash due from Buyers at the Closing Date and balance of Sellers’ proceeds due upon the Closing Date (the “Sellers’ Proceeds”);
(8) counterparts of the affidavit as to debts, liens and possession required by the Title Company, in the form of Exhibit D hereto; and
(9) such documents as the Escrow Agent may sufficiently in advance of the Closing Date reasonably require and as are customary in similar transactions to establish the authority of Sellers to complete the Transaction.
Seller Documents. With reasonable promptness, but in no event later than three (3) Business Days following the Effective Date, Seller shall deliver (or make available at Seller’s offices at the Property) to Purchaser the following items to the extent the same exist and are in Seller’s possession or under its control: (a) “as-built” plans and specifications for the Property; (b) a certificate of occupancy (or its jurisdictional equivalent) for the Property; (c) all surveys related to the Property; (d) all environmental reports related to the Property (including without limitation, Phase I and Phase II environmental investigation reports); (e) all appraisals or valuations related to the Property; (f) all guaranties and warranties in effect with respect to all or any portion of the Property; (g) full and complete copies of any existing leases and current rent rolls related thereto and all other agreements related to the Property, together with all amendments and modifications thereof; (h) Lessee’s financial statements for the previous three years as filed with the Securities and Exchange Commission; (i) all property condition reports related to the Property; and (j) all other documents related to the ownership, lease and operation of the Property, and reasonably requested by Purchaser, all subject to Section 4.04.
Seller Documents. At Closing, Seller shall deliver or cause to be delivered to Buyer, duly executed by Seller as necessary or appropriate:
(i) good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation;
(ii) certified copies of resolutions duly adopted by the general partner and manager (or equivalent thereof) of Seller, as applicable, authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(iii) the certificate described in Section 7.1(c);
(iv) an assignment of FCC authorizations assigning the FCC Licenses from Seller to Buyer in the form attached as Exhibit A hereto;
(v) an executed assignment and assumption of contracts assigning the Station Contracts from Seller to Buyer in the form attached as Exhibit A hereto;
(vi) an assignment and assumption of leases assigning the Real Property Leases from Seller to Buyer in the form attached as Exhibit A hereto;
(vii) a special warranty deed conveying the Owned Real Property from Seller to Buyer in the form attached as Exhibit A hereto;
(viii) an assignment of marks assigning the Station’s registered marks listed on Schedule 1.1
Seller Documents. At Closing, Seller shall deliver or cause to be delivered to Buyer:
(i) good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation;
(ii) certified copies of resolutions authorizing the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(iii) the certificate described in Section 7.1(c);
(iv) an assignment of FCC authorizations assigning the FCC Licenses from Seller to Buyer;
(v) an assignment and assumption of contracts assigning the Station Contracts from Seller to Buyer;
(vi) an assignment and assumption of leases assigning the Real Property Leases (if any) from Seller to Buyer;
(vii) special warranty deeds conveying the Owned Real Property (if any) from Seller to Buyer;
(viii) an assignment of marks assigning the Stations’ registered marks listed on Schedule 1.1(e) (if any) from Seller to Buyer;
(ix) domain name transfers assigning the Stations’ domain names listed on Schedule 1.1
Seller Documents. At Closing, Sellers shall deliver or cause to be delivered to Buyer:
(a) certified copies of all resolutions necessary to authorize the execution, delivery and performance of this Agreement by Sellers and the Company, including the consummation of the Transaction;
(b) the certificate described in Section 7.1(c);
(c) original share certificates representing the Equity Interests (or in the case of lost share certificates, affidavits of loss, including customary indemnification provisions), duly endorsed in blank for transfer, or accompanied by irrevocable stock powers duly executed in blank;
(d) a statement from the Company meeting the requirements of Treasury Regulation sections 1.897-2(h) and 1.1445-3(c)(3) to the effect that the stock in the Company does not constitute a “United States real property interest” under Section 897(c) of the Code, provided that the sole remedy for Buyer if such a statement is not provided is to withhold the required Taxes as provided under Section 1445 of the Code from any Seller which is unable to provide a certificate of non-foreign status that complies with Treasury Regulation Section 1.1445-2(b)(2);
(e) resignations of each officer and director of the Company from their positions as officer or director, as applicable, effective as of the Closing;
(f) a copy of the Escrow Agreement, duly executed by the Stockholder Representative and the Company;
(g) copies of the Organizational Documents of the Company and Sellers that are level entities, certified by the Secretary of State hereof;
(h) a Form W-9 properly completed and duly executed by the Stockholder Representative;
(i) an opinion of counsel to the Voting Trust addressed to the Buyer in substantially the form attached as Exhibit B;
(j) a copy of the Transition Services Agreement, duly executed by The Dispatch Printing Company; and
(k) such other documents and instruments as Buyer has determined to be reasonably necessary to consummate the Transaction.
Seller Documents. Seller shall deliver to Buyer (or make available to Buyer at Seller’s offices at the Property during normal working hours and days, together with the right to copy any and all such items as Buyer deems desirable, at Buyer’s expense), any of the following relating to the Property that Seller has in its possession or control (the “Property Information”): (a) the Plans and Reports, (b) the Service Contracts, (c) the Equipment Leases, (c) the Documents; and (d) a written list of any and all warranties or guaranties of which Seller has knowledge relating to the Property or the Improvements and enforceable by the Seller.
Seller Documents. Seller shall deliver or cause to be delivered to Purchaser, at Closing, the following documents duly executed and acknowledged where appropriate: (i) Master ▇▇▇▇ of Sale, Assignment and Assumption of Leases and other such documents conveying the Property to Purchaser, wherein Purchaser shall assume the Assumed Obligations; (ii) a certificate of Seller, certifying to Purchaser that all representations and warranties of Seller herein contained are true and correct as of the Closing Date; (iii) a Non-Competition Agreement pursuant to Section 9 hereof; (iv) a FIRPTA Certificate (i.e. a certification of non-foreign status); (v) keys and security access codes for the Sites, if any; (vi) an estoppel and attornment agreement from any ground lessor in the form provided to Seller contemporaneously herewith; (vii) a Non-Disturbance Agreement from any mortgage lender to any ground lessor of the Real Property in the form provided to Seller contemporaneously herewith, if applicable; (viii) any consents or approvals required to be obtained pursuant to the Commitments, the Ground Leases or the Tower Leases; (ix) such other documents as may be reasonably required by Purchaser's title company to complete the Closing of the transaction contemplated herein, including without limitation, a resolution or other evidence of the authority of Seller to sell the Property and a Seller's Affidavit and Indemnity in favor of the title company insuring title to the Real Property; and (x) originals of all Tower Leases and any Intangibles evidenced in writing.
Seller Documents. At Closing, Seller shall deliver or cause to be delivered to Buyer:
(a) good standing certificates issued by the Secretary of State of Seller’s jurisdiction of formation and each of the jurisdictions in which Seller is required by law to be qualified as a result of its ownership of any Purchased Asset or operation of the Business;
(b) certified copies of all limited liability company or other resolutions necessary to authorize the execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(c) the certificate described in Section 7.1(c);
(d) assignments of FCC authorizations assigning the FCC Licenses from Seller to Buyer in substantially the forms attached hereto as Exhibit B, duly executed by Seller and the High Plains Entities;
(e) assignments and assumptions of contracts assigning the Purchased Contracts from Seller or the High Plains Entities, as applicable, to Buyer in substantially the forms attached hereto as Exhibit C, duly executed by Seller and the High Plains Entities;
(f) assignments and assumptions of leases assigning the Real Property Leases from Seller or the High Plains Entities, as applicable, to Buyer in substantially the forms attached hereto as Exhibit D, duly executed by Seller and the High Plains Entities;
(g) limited or special (but not general) warranty deeds (as customary in the applicable jurisdiction and subject to Permitted Liens) conveying the Owned Real Property from Seller or the High Plains Entities, as applicable, to Buyer in forms to be mutually agreed by Seller and Buyer, duly executed by Seller and the High Plains Entities;
(h) intellectual property assignments duly executed by the Seller and the applicable High Plains Entities assigning the Intangible Property listed on Schedule 1.1(e) to Buyer, in substantially the forms attached hereto as Exhibit E, duly executed by Seller and the High Plains Entities;
(i) domain name transfers duly executed by the Seller and the applicable High Plains Entities assigning the Business’ domain names included in the Intangible Property, including the domain names listed on Schedule 1.1(e) (if any), to Buyer;
(j) a general bills of sale conveying the other Purchased Assets from Seller or the High Plains Entities, as applicable, to Buyer in substantially the forms attached hereto as Exhibit F, duly executed by Seller and the High Plains Entities;
(k) an affidavit of non-foreign status of each of Seller and the High Plains Enti...
Seller Documents. At the Closing, Seller shall deliver to Buyer any and all documents required to satisfy the conditions set forth in Section 9 of this Agreement and any other closing documents reasonably requested by Buyer.
Seller Documents. Seller shall deliver to Buyer each of the Seller Documents, duly executed by Seller.