SELLER TO DELIVER Sample Clauses

The 'Seller to Deliver' clause establishes the seller's obligation to provide the goods, services, or property specified in the contract to the buyer. Typically, this clause outlines the timing, location, and manner of delivery, such as requiring the seller to deliver products to a designated address by a certain date or to transfer legal title upon completion of certain conditions. Its core practical function is to ensure that the seller fulfills their delivery responsibilities as agreed, thereby providing clarity and reducing the risk of disputes over when and how delivery should occur.
SELLER TO DELIVER to Buyer, to the extent Seller has access to such, by ----------------- November 19, 1996, for Buyer's inspection and approval and Buyer shall provide ----------------- Escrow Holder with written approval of each of the following by November 27, ------------ 1996, the following items: ----- 3.1.1 a current rent roll listing for each mobile home lot: the amount of lot rent presently being collected by Seller, the date such rent has been paid through, the amount of deposits retained by Seller, delinquency status, and any rent concession granted to resident; 3.
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SELLER TO DELIVER. Seller, at its expense, shall deliver or cause to be delivered to Purchaser the following: 1. A recordable Special Warranty Deed in the form of Exhibit C fully executed and acknowledged by Seller, conveying the Land and Improvements to Purchaser, subject only to the Permitted Encumbrances; 2. A xxxx of sale (the “Xxxx of Sale”) in the form of Exhibit D, fully executed and acknowledged by Seller, assigning, conveying, and transferring to Purchaser all of Seller’s right, title and interest in and to the Personalty, subject only to the Permitted Encumbrances and containing a warranty by Seller of Seller’s title as to matters done by, through or under Seller and a warranty against any liens, security interests and/or encumbrances; 3. Such affidavits as may be reasonably required by the Title Company, including, without limitation, mechanics’ liens, parties in possession and gap affidavits; 4. Evidence reasonably satisfactory to the Title Company that the persons executing and delivering the Closing documents on behalf of Seller have full right, power and authority to do so; 5. A Certificate in the form of Exhibit E meeting the requirements of Section 1445 of the Internal Revenue Code of 1986, executed and sworn to by Seller; 6. Seller’s originally executed counterpart of a master lease (the “Lease”) in the form attached hereto as Exhibit B and made a part hereof, pursuant to which Seller will master lease the Property from Purchaser for the term described in the Lease; 7. Seller’s originally executed and acknowledged counterpart of a Memorandum of Lease (the “Memorandum”) in the form attached hereto as Exhibit F and made a part hereof, pursuant to which Seller and Purchaser will record notice of the existence of the Lease in the Official Public Records of Real Property of Xxxxxx County, Texas; 8. Seller’s originally executed Assignment of Warranties and Permits in the form attached hereto as Exhibit G pursuant to which Seller will assign the Warranties and Permits to Purchaser; 9. A reliance letters from Conestoga-rovers & Associates, the preparer of the environmental report listed in item 7 of Schedule 4.a, authorizing Seller to rely on the matters set forth in such environmental report as of the date of such report;
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SELLER TO DELIVER. Seller, at its expense, shall deliver or cause to be delivered to Purchaser the following:
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SELLER TO DELIVER. Seller, at its expense, shall deliver or cause to be delivered to Purchaser the following: i. A Special Warranty Deed (the "Deed") in the form of Exhibit "D", fully executed and acknowledged by Seller, conveying to Purchaser the Land and Improvements, subject only to the Permitted Encumbrances; ii. An Assignment and Assumption of Tenant Leases (the "Assignment of Tenant Leases") in the form of Exhibit "E", fully executed by Seller, assigning, conveying, and transferring all of the Landlord's interest in and to the Leases;
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SELLER TO DELIVER. At the Closing, Seller shall furnish and deliver to Purchaser, at Seller’s expense, the documents set forth on Exhibit “D” attached hereto, each of which shall be in substantially the same form as the corresponding instruments pursuant to which Seller acquired the Property from Purchaser’s affiliate, Sxxxxx/BLP, LLC.
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Related to SELLER TO DELIVER

  • Seller Deliveries At Closing, Seller shall deliver to Buyer, through the escrow administered by Escrow Agent, the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same: 7.2.1. An Assignment and Assumption Agreement (Bond Documents) from Seller, substantially in the form of Exhibit F-1, duly executed by Seller. 7.2.2. An Assignment (Bond), substantially in the form of Exhibit F-2, duly executed by Seller, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing. 7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit G, duly executed by Seller. 7.2.4. An Assignment and Assumption of Leases from Seller, substantially in the form of Exhibit H, duly executed by Seller. 7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller. 7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller. 7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller. 7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office. 7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office. 7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing. 7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement. 7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer. 7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended. 7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate. 7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller. 7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3. 7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates. 7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter. 7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer. 7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property. 7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.

  • Buyer Deliveries At the Closing the Buyer shall deliver to the Company the Purchase Price.

  • Purchaser Deliveries At the Closing, Purchaser shall deliver to Seller: (a) The Assignment and Assumption Agreement; (b) Purchaser’s acceptance of its appointment as successor trustee or custodian, as applicable, of the XXX Accounts included in the Deposits and assumption of the fiduciary obligations of the trustee or custodian with respect thereto; (c) The Branch Lease Assignments and such other instruments and documents as any landlord under a Branch Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of a Branch Lease, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; (d) The Tenant Assignments and such other instruments and documents as any subtenant under a Tenant Lease may reasonably require as necessary or desirable for providing for the assumption by Purchaser of a Tenant Lease, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; (e) The Loan Documents Assignment and such other instruments and documents as Seller may reasonably require as necessary or desirable for providing for the assumption by Purchaser of the Loan Documents, each such instrument and document in form and substance reasonably satisfactory to the parties and dated as of the Closing Date; and (f) The certificate required to be delivered by Purchaser pursuant to Section 9.2(e).

  • 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.

  • Closing Deliveries by Buyer At the Closing, Buyer shall deliver, or cause to be delivered, to Seller: (a) The Initial Purchase Price in accordance with Section 3.3.(a); (b) The certificates, consents and other documents required to be obtained or delivered pursuant to Article VIII; (c) The Porcine Substance Supply Agreement, duly executed by Buyer; (d) The IB Supply Agreement, duly executed by Buyer; (e) The IB Technology Transfer Agreement, duly executed by Buyer; (f) The Patent License Agreement duly executed by Buyer; (g) The TTA Assignment duly executed by Buyer; (h) The Transition Services Agreement, duly executed by Buyer; (i) The Dutch Asset Purchase Agreement duly executed by Buyer; (j) The Liability Agreement duly executed by Buyer and Amphastar Pharmaceuticals Inc. ; (k) The Stability Testing Services Agreement duly executed by Buyer, (l) The Porcine Insulin for Biotech Supply Agreement duly executed by Buyer, (m) The IB Quality Agreement duly executed by Buyer, (n) The PI Quality Agreement duly executed by Buyer, (o) The CDAs duly executed by Buyer, (p) The PI Supply Agreement, (q) The XXX, (r) A Buyer Parent guarantee letter in substantially the form attached hereto as Exhibit S, duly executed by Buyer Parent to secure the performance of Buyer’s or/and Buyer’s Affiliate’s obligations as set forth in the Transaction Documents (other than this Agreement) (the “Buyer Parent Guarantee”). (s) Such other documents, certificates, agreements and other writings as may be reasonably necessary or desirable to effectuate the transactions contemplated by this Agreement.