Seller’s Closing Deliveries Sample Clauses

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 Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx 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. Subject to the terms and conditions of this Agreement, at the Closing, Seller will deliver, or cause to be delivered, the following to Buyer: (i) a certificate duly executed by a duly authorized officer of Seller, dated as of the Closing Date, certifying as to the matters set forth in Section 6.1(a)(iii); (ii) a duly executed assignment of the Equity Interests, in substantially the form attached to this Agreement as Exhibit B (the “Assignment”); (iii) a duly executed counterpart of the Transition Services Agreement, in substantially the form attached to this Agreement as Exhibit C (the “Transition Services Agreement”); (iv) a duly executed certificate, in the form prescribed by Treasury Regulations under Section 1445 of the Code, stating that Seller (or its owner, if Seller is disregarded as an entity separate from its owner for federal tax purposes) is not a “foreign person” within the meaning of Section 1445 of the Code; (v) a duly executed counterpart of a termination agreement with regard to the Confidentiality Agreement by Seller and its Affiliates that are a party thereto; (vi) a duly executed receipt of Seller evidencing receipt of the Purchase Price, less the Escrow Amount and as adjusted pursuant to Section 2.4(b) and Section 2.7(c), if applicable; (vii) evidence that all Liens under the Senior Secured Credit Facility relating to any and all assets pertaining to the Business have been released and terminated in form and content reasonably satisfactory to Buyer; (viii) two copies of a CD-ROM containing all documents posted in the Data Room at any time after April 5, 2009 and up to, and including, the Closing Date, and a true, complete and correct index thereof; (ix) a duly executed counterpart of the Escrow Agreement; and (x) all other documents, certificates, instruments and writings required to be delivered at or prior to the Closing pursuant to this Agreement.

Seller’s Closing Deliveries. At the Closing, Seller shall deliver or cause to be delivered the following:

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 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, 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:

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 Closing, Seller shall deliver or cause to be executed and delivered to the Escrow Agent each of the following items: (a) General Warranty Deed in the form of Exhibit C hereto (the "Deed"); (b) Bxxx of Sale in the form of Exhibit D hereto (the "Bxxx of Sale"); (c) Certificate of Non-Foreign Status in the form of Exhibit E hereto; (d) The Assignment and Assumption Agreement in the form attached as Exhibit F if there are any Contracts to be assigned (the "Assignment and Assumption Agreement"); (e) Settlement statement showing all of the payments, adjustments and prorations provided for in this Agreement and otherwise agreed upon by Seller and Buyer (the "Settlement Statement"); (f) Customary form of affidavit for the benefit of the Title Company certifying (i) to the absence of claims which would give rise to mechanics' and materialmen's liens; and (ii) that Seller is the only party in possession of the Land or Improvements; (g) Such evidence as may be reasonably and customarily required by the Title Company with respect to the authority of the person(s) executing the documents required to be executed by Seller on behalf of Seller; (h) Executed Lease in accordance with Section 3.4; (i) The Contracts assumed by Buyer (if any); (j) All keys and lock combinations for the Property and all leasing and other files relating to the Property and all other licenses, certificates, permits, plans, books, records and reports and other materials that comprise the Intangible Property, to the extent such items are in Seller's actual possession or control (provided, that Seller will be permitted to retain any of such items or duplicates thereof as are needed by Seller to continue its operations under the Lease); and (k) All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby.