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:
Seller's Closing. Documents 8.1 Seller Tax Returns 6.10(d)(ii)
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. 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
Seller's Closing. Date Balance Sheet 1.4(b) Seller's Closing Payment 1.5 Shenandoah Employee Benefit Plan 2.1.18(a) Shentel Information 6.5 SIU 2.1.3(f) Straddle Period Return 3.5.2
Seller's Closing. Costs 10
Seller's Closing. Documents shall have the meaning assigned to it in Section 15(b) of 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:
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.
