Seller’s Deliveries Sample Clauses
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Seller’s Deliveries. On the Closing Date, Seller shall, upon compliance by Purchaser with its obligations under this Agreement prior to or on the Closing Date, deliver to Purchaser each of the following:
(a) a bargain and sale deed with covenants against grantor’s acts in recordable form, duly executed by Seller, to convey to Purchaser title to the Property subject only to the Permitted Encumbrances, which deed shall be in the form annexed hereto as Exhibit B;
(b) an Affidavit of Title duly executed by Seller in the form attached hereto as Exhibit C;
(c) a termination of Master Lease 103 and Memorandum of Master Lease 103 executed by Seller and Park 103, LLC in the form attached hereto as Exhibit D;
(d) a termination of Master Lease 104 and Memorandum of Master Lease 104 executed by Seller and Park 104, LLC in the form attached hereto as Exhibit E;
(e) a certificate of an authorized officer of Seller certifying that all representations and warranties contained in Section 7.01 of this Agreement are true and correct as of the Closing Date in all respects;
(f) such other documents, including an appropriate consent or resolution of Seller’s directors, shareholder or members, as required, authorizing the transactions contemplated by this Agreement, as may reasonably be requested by Purchaser’s attorneys or Title Company, and authorizing Seller to consummate the transactions contemplated by this Agreement;
(g) an affidavit sworn to by Seller in the form attached hereto as Exhibit F, stating under penalty of perjury that Seller is not a foreign person as defined in Section 1445 of the IRC and stating Seller’s United States taxpayer identification number;
(h) any other tax information regarding Seller that the Settlement Agent (as that term is used in Section 6045 of the IRC) is required to report to the Internal Revenue Service pursuant to the IRC;
(i) the Leases for the Property;
(j) original letters to Tenant and all contractors under the Service Contracts, executed by Seller in respect of Leases or contractors, in the form attached hereto as Exhibit G;
(k) if not previously delivered to Purchaser, the Estoppel Certificates as required by Section 11.03 hereof;
(l) if not previously delivered to Purchaser, the ISRA Transfer Approval;
(m) copies of all certificates of insurance for insurance carried by Tenants naming Purchaser as an additional insured as set forth in the Leases;
(n) all maintenance records for the Property in the possession, custody or control of Seller or Linque Man...
Seller’s Deliveries. On the Closing Date, the Seller will deliver or cause to be delivered to the Buyer the following items (all documents will be duly executed and acknowledged where required):
Seller’s Deliveries. On or before the Closing Date, Seller shall deliver the following to Closing Agent (“Seller’s Deliveries”):
(i) The transfer deed warranting against title defects arising by, through or under Seller (in the form customarily used for similar transactions in the state where the Property is located) (“Deed”) signed by Seller and acknowledged in accordance with the laws of the state in which the Property is located.
(ii) A Non-Foreign Transferor Declaration signed by Seller or evidence reasonably acceptable to Closing Agent and Buyer that Seller is exempt from the withholding requirements of the Foreign Investment in Real Property Tax Act (FIRPTA), Internal Revenue Code Section 1445.
(iii) Any and all other instruments reasonably required by ▇▇▇▇▇’s lender, Closing Agent or otherwise necessary to Close the transactions contemplated by this Agreement.
Seller’s Deliveries. At the Closing, Sellers and the Receiver, as applicable, shall deliver to Buyer:
(a) the ▇▇▇▇ of Sale, one or more Assignment and Assumption Agreements, and each other Transaction Document to which any Seller is a party, including the IP Assignments, duly executed by each applicable Seller or the Receiver;
(b) the Canadian ▇▇▇▇ of Sale, duly executed by the Receiver;
(c) a copy of the Sale Order entered by the Bankruptcy Court;
(d) a copy of the Canadian Sale and Vesting Order as entered by the Canadian Court;
(e) a copy of the Receiver’s Certificate referred to in the Canadian Sale and Vesting Order duly executed by the Receiver and as filed with the Canadian Court;
(f) the certificates of Sellers to be received by Buyer pursuant to Sections 9.1 and 9.2;
(g) a certificate of non-foreign status executed by each Seller (or, if applicable, a direct or indirect owner of a Seller) that is not a disregarded entity for U.S. federal income tax purposes, prepared in accordance with Treasury Regulation Section 1.1445-2(b);
(h) such other bills of sale, special warranty deeds, endorsements, assignments and other good and sufficient instruments of conveyance and transfer, in form reasonably satisfactory to Buyer, as Buyer may reasonably request to vest in Buyer all the right, title and interest of Sellers in, to or under any or all the Acquired Assets; and
(i) a written consent, duly executed by 3M Company, to the assumption by, and assignment to, Buyer of the Assigned Agreements to which 3M Company and its affiliates are parties, which consent shall be on terms no less favorable to Buyer as compared to the terms applicable to Galderma S.A. in that certain written consent of 3M Company, dated September 27, 2011, to the assumption by, and assignment to, Galderma S.A. of the Assigned Agreements to which 3M Company and its affiliates are parties.
Seller’s Deliveries. (a) [Reserved]
(b) The Sellers shall deliver the following documents at the Closing:
(i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;
(ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;
(iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;
(iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;
(v) with respect to each Property:
(A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;
(B) a ▇▇▇▇ of sale (a “▇▇▇▇ of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;
(C) an Assignment of Contracts, duly executed by the relevant Seller;
(D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the for...
Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole expense, each of the following items:
5.6.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”.
5.6.2 A ▇▇▇▇ of sale, general assignment and assignment and assumption of lease (the “▇▇▇▇ of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the Personal Property, Lease, Tenant Deposit, Property Contracts, Intangible Property and Miscellaneous Property.
5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement.
5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Property, including all applications, correspondence and credit reports relating to such tenant.
5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code.
5.6.6 Such evidence, documents, affidavits and indemnifications as may be reasonably required by the Title Company as a precondition to the issuance of the Title Policy relating to: (i) mechanics’ or materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto.
5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties.
5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”).
5.6.9 Such evidence or documents as may reasonably be required by Buyer evidencing the power and authority of the Seller and its respective partners and the due authority of, and execution and delivery by, any person or persons who are executing ...
Seller’s Deliveries. Seller shall have delivered to or for the benefit of Purchaser, on or before the Closing Date, all of the documents required of Seller pursuant to Sections 6.2 and 6.4 hereof.
Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
Seller’s Deliveries. At the Closing, Seller shall deliver the following to Purchaser in addition to all other items required to be delivered to Purchaser by Seller:
Seller’s Deliveries. At the Closing, Sellers shall deliver to Buyer all the following:
(a) updated Schedules to this Agreement;
(b) a counterpart to the Assignment and Assumption Agreement, duly executed by Sellers;
(c) a counterpart to the Transition Services Agreement, duly executed by S▇▇▇▇▇▇;
(d) the Bill of Sale, duly executed by S▇▇▇▇▇▇;
(e) the certificate contemplated by Section 9.3;
(f) stock certificates representing the Transferred Equity Interests (if such Transferred Equity Interests are certificated), together with (i) a stock power endorsed in blank or other appropriate instrument of assignment in respect of the Transferred Equity Interest and (ii) irrevocable powers of attorney in a form reasonably satisfactory to Buyer executed by each of the registered holders of the Transferred Equity Interests authorizing Buyer or its nominees to exercise all voting and other rights attaching to the Transferred Equity Interests until registration of Buyer or such nominees as the holder of holders of the Transferred Equity Interests;
(g) evidence, in form and substance reasonably satisfactory to Buyer, that all outstanding Encumbrances (other than Permitted Encumbrances) arising out of the Burish Indebtedness against any of the Purchased Assets have been released;
(h) certificates from the appropriate registering authorities certifying the due incorporation and good standing of the Transferred Companies;
(i) resignations and releases from all the directors and officers of the Transferred Companies;
(j) the Payoff Letter; and
(k) any other document, instrument or writing reasonably required to be delivered by Sellers to Buyer on the Closing Date to effect the transfer of the Transferred Equity Interests.