Seller’s Deliverables at Closing. At the Closing, Seller shall duly execute, acknowledge and/or deliver:
Seller’s Deliverables at Closing. At the Closing, Seller shall deliver or cause to be delivered to the Purchaser:
Seller’s Deliverables at Closing. (a) At the Closing, Seller shall deliver to Purchaser (and where appropriate execute and acknowledge) the following (collectively, “Seller’s Closing Documents”):
Seller’s Deliverables at Closing. On or before the Pre-Closing Date, Seller shall deliver to Title Company (or the Property if noted otherwise) the following:
Seller’s Deliverables at Closing. The obligations of Gallagher under this Agreement are, at the option of Gallagher subject to delivery, at or prior to the Closing Date, of the following items: (a) Sellers' Resolutions. Certified copies of resolutions adopted by Sellers' boards of directors and Stockholder approving the sale, transfer and delivery of the Property to Gallagher for the consideration and upon the terms and conditions provided for in this Agreement.
Seller’s Deliverables at Closing. At the Closing, Seller shall:
Seller’s Deliverables at Closing. At Closing, Seller shall deliver the following {B1208404.2} documents and materials, all of which shall be in form and substance reasonably acceptable to the parties and the Title Company: (i) a duly executed and acknowledged special warranty deed (the “Deed”); (ii) a certificate duly executed by Seller that as of the date of Closing all representations and warranties by Seller set forth in this Contract remain true and correct in all material respects; (iii) a certification duly executed by Seller, certifying that Seller is not a “foreign person”, pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended (“Section 1445”); (iv) a general instrument of transfer, pursuant to which Seller shall convey and assign to Buyer all of Seller’s right, title and interest in and to all personal property and other rights of Seller relating to the Property (“General Instrument of Transfer”); (v) such affidavits and indemnities as the Title Company may reasonably require in connection with the Deed, transfer or documentary stamp tax, and otherwise in order to issue the Title Policy and omit from the Title Policy all exceptions for (1) parties in possession, (2) mechanic’s liens, (3) unrecorded assessments and other matters an accurate survey of the Property would disclose, and (4) nondelinquent real estate taxes, water and sewer and other charges of municipal and governmental authorities and utility companies; (vi) a closing statement showing closing costs and prorations, calculated in accordance with paragraph 5 hereof, in form and substance satisfactory to Buyer and Seller (the “Closing Statement”); and (v) if Seller is an entity, confirmation of the existence and subsistence of Seller, and the authority of those executing for Seller, including without limitation, the following documents issued no earlier than thirty (30) days prior to Closing: (a) a good standing certificate in the state of Seller’s organization, and (b) a duly executed certificate from any officer of Seller confirming the incumbency of the signatories and the current force and effect of the resolution authorizing the execution of the documents under this Contract.
Seller’s Deliverables at Closing. On the Closing Date, Seller shall deliver the following items to Purchaser:
Seller’s Deliverables at Closing. At Closing, Seller shall deliver to the Title Company executed originals (unless parties have agreed to electronic delivery of certain documents) of the following documents (“Seller’s Closing Documents”):
Seller’s Deliverables at Closing. At the Closing, the Seller shall execute and deliver to the Title Company, the following: (i) an executed counterpart of the Closing settlement statement; (ii) an executed, witnessed and notarized original Warranty Deed (the “Deed”); (iii) an executed and notarized original Seller’s Affidavit in form and content as may be reasonably required by the Title Company to provide the “gap” coverage necessary to be issued at Closing, an endorsement to the applicable Title Commitment, deleting the standard “gap” exception, the standard mechanic’s lien exception and the standard parties in possession exception; (iv) an executed and notarized original Non-foreign Affidavit evidencing that Purchaser shall not be liable for transfer liability under Section 1445 of the Internal Revenue Code, as amended; (v) an assignment document evidencing the transfer and assignment of all Seller’s Permits, rights, benefits, and entitlements to the Property, and the Intangible Personal Property; and (vi) any other documents reasonably necessary or required by the Title Company to consummate the transactions contemplated hereby, including any evidence of the Seller’s trustees’ authority under the trust.
