Seller’s Closing Clause Samples
The Seller's Closing clause defines the obligations and actions required of the seller at the closing of a transaction. Typically, this includes delivering necessary documents, transferring ownership or title, and ensuring that all agreed-upon conditions are met before the transaction is finalized. For example, the seller may need to provide a deed, clear any liens, and confirm receipt of payment. This clause ensures a smooth and legally compliant transfer of assets, clarifying the seller's responsibilities and reducing the risk of disputes at closing.
Seller’s Closing. Deliverables The Build Transfer Agreement will contain certain Seller deliverables required by Purchaser to Close which are customary and appropriate for a transaction of this type and scale, including, among other things, fully executed (other than by Purchaser or its Affiliates) copies of: Bill of Sale; Assignment and Assumption Agreement; Construction Completion Management Agreement; O&M Agreement, if applicable; Shared Facilities Agreement, if applicable; EPC Agreement and other Construction Agreements, if any; Bargain and Sale Deed, if applicable; Owner’s Affidavit (in form and substance satisfactory to the Title Company); Phase I ESA, current and valid on the Closing Date under ASTM Standard Practice E1527-13, addressed to Purchaser, and accompanied by a reliance letter incorporating user provided information from Purchaser, in form and substance reasonably satisfactory to Purchaser; FIRPTA certificate; and Purchaser’s and Officer’s Certificates.
Seller’s Closing. DOCUMENTS Seller shall provide the following documents, at its expense, ten (10) days prior to the Closing Date. Purchaser shall have up until the Closing date to review and approve such documents:
(a) Copies of the certificates of Insurance in accordance with the Lease attached as Exhibit "B";
(b) Proposed warranty deed;
(c) Copies of any documents required by the Title Company;
Seller’s Closing. Documents 8.1 Seller Tax Returns 6.10(d)(ii)
Seller’s Closing. Documents shall have the meaning assigned to it in Section 15(b) of this Contract.
Seller’s Closing deliverables under Section 4.1 shall also include the following duly executed document: One (1) duly executed satisfactory affidavit from Seller, as Tenant under the Lease, that Louisiana Revised Statutes Title 9, Section 2717.1, regarding prohibition against the purchase, lease, or acquisition of immovable (real) property by foreign adversaries, does not apply to Tenant.
Seller’s Closing. Deliverables On or before the Closing Date, the Seller shall deliver or cause to be delivered to the Purchaser the following: (a) share certificates representing the Purchased Shares endorsed in blank for transfer or accompanied by irrevocable stock transfer powers of attorney executed in blank by the Seller; (b) copies certified by an officer of the Seller of: (i) the articles and by-laws, or other constating documents, of the Seller and each Group Company; (ii) the resolutions of the shareholders and the board of directors of each of the Seller and the Company approving the entering into and completion of the Transactions; and (iii) a list of the officers and directors authorized to sign agreements together with relevant specimen signatures; (c) a certificate of status, compliance, good standing or like certificate with respect to the Seller and each Group Company issued by appropriate government officials of their respective jurisdictions of incorporation and, in the case of any Group Company, of each jurisdiction in which such Group Company carries on business as set out in Section 3.16 of the Seller Disclosure Letter; (d) the certificates referred to in Section 8.1(a) and Section 8.1(b); (e) evidence of the release and discharge of the Liens specified in Section 7.2(e) of the Seller Disclosure Letter; (f) an executed copy of the assignment with respect to the CRA Holdback Escrow Agreement; (g) an executed Direction to Pay; (h) all passwords, access codes, and any other similar information necessary to access the accounts maintained by the Group Companies with Amazon Web Services; (i) copies of a certificate or letter from each applicable provincial workers’ compensation authority where a Group Company is registered or where such registration is required confirming that the applicable Group Company is registered with such workers’ compensation authority and that such Group Company’s account is in good standing; and
(j) any other ancillary agreements or documents to be signed or delivered by the Seller at Closing.
Seller’s Closing. DocumentsAt the Closing, the Seller will table and, in accordance with the other provisions of this Part, will deliver to the Buyer: (a) a certificate of a senior officer of the Seller directed to the truth and accuracy of the representations and warranties of the Seller in this Agreement and the performance by the Seller of the covenants to be performed at or before the Closing and providing particulars of any inaccuracy or non-performance; (b) certified copies of resolutions of the directors of the Seller authorizing the execution and delivery by the Seller of this Agreement and the performance of the Seller's obligations hereunder, including, without limitation, the sale and transfer of the Joint Venture Interest to the Buyer; (c) share certificate issued in the name of the Seller representing the Share included in the Joint Venture Interest duly endorsed for transfer by the Seller (d) duly executed resignations of the Pine Valley directors and officers who are nominees of the Seller; (e) the Falls Mountain Share Pledge, for cancellation on completion of the other Closing deliveries, and any certificates representing shares in the capital of the Buyer delivered to the Seller in connection with the Falls Mountain Share Pledge or security pledged by the Buyer or Globaltex in lieu of such shares; and (f) all other documents as the Buyer may reasonably request, at its cost, pursuant to the terms and conditions of this Agreement and to evidence the sale and transfer of the Joint Venture Interest to the Buyer.
Seller’s Closing. Certificate
Seller’s Closing. Obligation At the Closing, Seller shall deliver the following to Purchaser: §10.1. A statutory form of bargain and sale deed with covenant against grantor’s acts, containing the covenant required by Section 13 of the Lien Law, and properly executed in proper form for recording so as to convey the title required by this contract.
Seller’s Closing. Obligations Not later than one (1) Business Day before the Closing Date, Seller shall deliver to the Escrow Holder for delivery to Buyer (or the party noted below) through Escrow the following:
(a) The Grant Deed, duly executed and acknowledged by the Seller and in recordable form;
(b) The Assignment and Assumption Agreement in the form of Exhibit C hereto, duly executed by Seller in counterpart;
(c) Certificates required by Section 1445 of the Internal Revenue Code of 1986, as amended, and California Revenue and Taxation Code Section 18815 executed by Seller and in a form satisfactory to Buyer, to relieve Buyer of any potential transferee withholding liability under such Section;
(d) Such proof of Seller's authority and authorization to enter into this Agreement and perform hereunder, and such proof of power and authority of the individuals executing and/or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller as may reasonably be required by the Escrow Holder;
(e) The Supplement to Exhibit C-1 of Declaration of Covenants, Conditions and Restrictions, duly executed and acknowledged by Seller and in recordable form in the form of Exhibit F to reflect the Building Density for each Lot ("CC&R Amendment").
(f) Other documents reasonably required to properly consummate this transaction.