Seller’s Closing Deliveries Clause Samples
The "Seller’s Closing Deliveries" clause outlines the specific documents, items, and actions that the seller must provide or complete at the closing of a transaction. Typically, this includes delivering executed deeds, transfer documents, title certificates, and any other materials required to transfer ownership or fulfill contractual obligations. For example, in a real estate sale, the seller might need to provide keys, proof of paid taxes, and signed affidavits. This clause ensures that all necessary elements are in place for a smooth and legally effective transfer, reducing the risk of disputes or incomplete transactions.
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Seller’s Closing Deliveries. At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following:
(a) A deed executed by Seller, in the form of Exhibit E (the “Deed”).
(b) A ▇▇▇▇ of Sale executed by Seller, in the form of Exhibit F attached hereto (the “▇▇▇▇ of Sale”).
(c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”).
(d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”).
(e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”).
(f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”).
(g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller.
(h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing.
(i) A Seller’s residency certification/exemption, if required by applicable law.
(j) A closing instruction letter from Seller to the Escrow Agent.
(k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement.
(l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.
Seller’s Closing Deliveries. At Closing (or such other times as may be specified below), Seller shall deliver or cause to be delivered to Purchaser the following:
Seller’s Closing Deliveries. At the Closing, Seller shall deliver or cause to be delivered the following:
Seller’s Closing Deliveries. At the Closing, Seller shall deliver or cause to be delivered to the Escrow Agent the following:
Seller’s Closing Deliveries. At each Closing, each Seller shall execute and deliver to Purchaser or Escrowee, with respect to itself and the applicable Property owned by such Seller being sold in such Closing, the following:
4.2.1 for each Real Property owned by it, a special warranty deed, grant deed or equivalent deed under the laws of the state where such Real Property is located warranting against the acts of the applicable Seller and no others, and conveying such Real Property to Purchaser, subject only to the Permitted Exceptions applicable to such Real Property;
4.2.2 a ▇▇▇▇ of sale in the form attached hereto as Exhibit C;
4.2.3 a letter advising Tenants under the Leases, if any, of the change in ownership of the applicable Property in the form attached hereto as Exhibit D;
4.2.4 an Assignment and Assumption of Leases, Security Deposits, Reservation Deposits, Guest Ledger Accounts and Service Contracts in the form attached hereto as Exhibit E;
4.2.5 an Assignment and Assumption of Intangible Property in the form attached hereto as Exhibit F;
4.2.6 if applicable, a customary interim beverage service agreement or lease in the form attached hereto as Exhibit G (each, an “Interim Beverage Services Agreement”);
4.2.7 such customary evidence of such Seller’s power and authority as Purchaser and Title Insurer may reasonably require;
4.2.8 a closing statement (the “Closing Statement”), as required by Section 4.4 below, setting forth the prorations, credits and adjustments to the applicable Purchase Price;
4.2.9 a certificate, executed by such Seller, remaking such Seller’s representations and warranties set forth in Section 9.1 as if made on the applicable Closing Date;
4.2.10 if there are Tenants under any Leases at the applicable Real Property, a rent roll dated no earlier than two Business Days prior to the applicable Closing Date;
4.2.11 such agreements, affidavits, or other documents as may be reasonably required by the Title Insurer to issue the applicable Owner’s Policies;
4.2.12 the items required to be delivered pursuant to Section 5.2, if any;
4.2.13 completed and executed transfer Tax forms and all other instruments as are customarily executed by sellers in the states where the applicable Property is located to effectuate the conveyance of property similar to the applicable Property and as are reasonably acceptable to Purchaser;
4.2.14 original letters of credit from tenants, if any, and documentation required by any issuing party necessary to assign such letters of credit ...
Seller’s Closing Deliveries. Seller shall have delivered to Purchaser the following at Closing:
(a) the Assignment, the Bill ▇▇ Sale and other instruments of transfer to effectively assign, transfer and convey good and marketable title to the Purchased Assets as Purchaser shall reasonably request, in form and substance reasonably satisfactory to Purchaser;
(b) copies of the Records which Purchaser may reasonably request;
(c) a certified copy of Resolutions of the Board of Directors of Seller authorizing the execution, delivery and performance of this Agreement;
(d) a certificate of good standing of Seller from the Secretary of State of Georgia;
(e) evidence satisfactory to Purchaser that all Liens described on Schedule 5.3(a) herein have been removed or otherwise addressed to Purchaser's satisfaction;
(f) a list of the Accounts Receivable from all Customers (Reports 18A and 19A) and a list of the Unearned Revenue (Report 17), each as of the last NRTC billing period ending prior to the Closing Date;
(g) a certificate signed by Seller's president, dated the Closing Date, to the effect that the conditions set forth in this Article VIII have been satisfied;
(h) an opinion of Jame▇ ▇. ▇▇▇▇, ▇▇., ▇▇q., counsel to Seller, in form and substance reasonably acceptable to Purchaser;
(i) a certificate signed by Seller's president, dated the Closing Date, regarding the transfer of Seller's account at Huntington Bank;
(j) a Noncompetition Agreement with Seller substantially in the form attached hereto as Schedule 8.9; and
(k) such other documents and instruments as may be reasonably requested and satisfactory to Purchaser and its counsel in connection with Seller's satisfaction of each of its obligations hereunder.
Seller’s Closing Deliveries. For and in consideration of, and as a condition precedent to Purchaser’s delivery to Seller of the Purchase Price, Seller shall obtain or execute and deliver to Purchaser at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:
Seller’s Closing Deliveries. At the Closing, Seller shall deliver, or cause to be delivered, to Acquirer the following:
(a) the resignations of each of the directors and officers of the Company and its Subsidiaries listed on Schedule 7.1(a);
(b) each of the Ancillary Documents;
(c) the stock certificate(s) representing the Shares, along with fully executed stock assignments separate from certificate and other appropriate documents of transfer as are necessary to transfer and convey to Acquirer title to the Shares, as sole owner, free and clear of all Encumbrances;
(d) the Escrow Agreement in the form attached hereto as Exhibit A fully executed by Seller and the Company;
(e) a Certificate of Status, dated as of a date as close to the Closing Date as is practicable, issued by the Ministry of Consumer and Business Services (Ontario ) as to the good standing of the Company and of each of the Subsidiaries incorporated in Ontario and the corporate good standing of each of the other Subsidiaries;
(f) copies of the resolutions of the board of directors and shareholder of the Company, unanimously approved by such board of directors and shareholder and certified in each case by the Secretary of the Company as being true, correct and complete and then in full force and effect, authorizing (i) the execution and delivery of this Agreement and the Ancillary Documents and (ii) the consummation of the Transactions;
(g) the stock books, stock ledgers, minute books and (if any) corporate seals of the Company; and
(h) such forms and certificates, duly executed and acknowledged, in form and substance reasonably satisfactory to Acquirer, certifying that the transactions contemplated in this Agreement are exempt from withholding under Section 1445 of the Code.
Seller’s Closing Deliveries. At or prior to the Closing, Seller shall make or cause to be made the following deliveries:
(a) Seller shall have executed and delivered to Purchaser the Assignment.
(b) Seller shall have executed and delivered to Purchaser a certificate of “non- foreign person” status that meets the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended.
(c) Seller shall have delivered to Purchaser the original or certified copies of the Material Organizational Documents.
(d) Seller shall have delivered to Purchaser evidence as to the authority of the person or persons executing the Seller Closing Documents on behalf of Seller.
Seller’s Closing Deliveries. On or prior to the Closing Date, Seller shall deliver to Escrow Holder the following documents and materials, all of which shall be in such form and substance as required hereunder: