Seller's Documents Clause Samples
The "Seller's Documents" clause defines the seller's obligation to provide specific documents related to the sale, such as title deeds, compliance certificates, or warranties. Typically, this clause outlines the types of documents the seller must deliver, the timeline for delivery, and any requirements for the documents to be accurate and up-to-date. Its core practical function is to ensure the buyer receives all necessary paperwork to verify ownership, assess the condition of the asset, and facilitate a smooth transfer, thereby reducing the risk of disputes or delays in the transaction.
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Seller's Documents. At the Closing, Sellers will deliver to Escrow Agent:
(a) original certificates representing the Corporate Shares duly endorsed (or accompanied by duly executed stock powers);
(b) Restated Global Escrow Agreement, as amended, executed by Sellers, Buyer and the Escrow Agent;
(c) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date.
Seller's Documents. At the Closing, Sellers shall deliver or cause to be delivered to Buyer the following:
(a) Resignation of all directors and officers of the Company effective on the Closing Date;
(b) A certificate of the Company, dated the Closing Date, in the form described in Section 8.01(c);
(c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date;
(d) Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and lien releases, if any, all in form satisfactory to Buyer and Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of this Agreement.
(e) The Indemnification Escrow Agreement;
(f) The Consulting and Non-Competition Agreement signed by Jame▇ ▇. ▇▇▇▇ ▇▇▇erred to in Section 14.14;
(g) A written opinion of Wils▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, ▇▇unsel for the Sellers in the form of Exhibit C, dated as of the Closing Date;
(h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the matters set forth on Exhibit D, dated as of the Closing Date;
(i) Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to Buyer; and
(j) Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the Closing.
Seller's Documents. At Closing, Seller shall deliver or cause to be delivered to Buyer:
(i) certified copies of resolutions authorizing its execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(ii) the certificate described in Section 11.1; and
(iii) such bills of sale, assignments, special warranty deeds, documents of title and other instruments of conveyance, assignment and transfer as may be necessary to convey, transfer and assign the Station Assets to Buyer, free and clear of Liens, except for Permitted Liens.
Seller's Documents. Seller shall deliver to Purchaser all of the documents described in this Section by April 30, 2002, at Seller's expense, each to be of current or recent date and certified to Purchaser unless otherwise noted below (the `Seller's Documents'). Purchaser shall have until the earlier of 1) forty-five (45) days after the delivery of all of the Seller's Documents, or May 15, 2002 (the "Document Review Period") to review and approve Seller's Documents. If Purchaser shall elect to substitute an Alternative Property the cost of obtaining Seller's Documents as to the Alternative Property shall be shared equally, unless such Alternative Property was substituted for another of the Properties due to an uncured title defect for such Property, and Purchaser shall obtain at Purchaser's expense any other documents ("Purchaser's Documents") required and deemed necessary by Purchaser to evaluate the Property or Alternative Property as listed in Section 7. Seller's Documents are provided as a convenience to Purchaser so that Purchaser may conduct all of its inspections, due diligence and review of the Properties to satisfy itself regarding each item, the Property and this transaction. Seller makes no representation or warranty to Purchaser regarding the accuracy or completeness of Seller's Documents. Seller's Documents shall include:
(a) The Title Commitment and back-up documentation;
(b) As-Built ALTA boundary survey of the Property as described on Exhibit "C" attached hereto;
Seller's Documents. At Closing, Seller shall execute, acknowledge and deliver, as appropriate, to Buyer, the following instruments, items and documents:
i. A special warranty deed conveying fee simple title to the Property to Buyer, free and clear of all encumbrances other than the Permitted Exceptions;
ii. An affidavit stating either that there have been no improvements made to the Property during the ninety (90) days immediately preceding the Closing or, if there have been any such improvements, that all lienors in connection with such improvements have been paid in full;
iii. An affidavit in compliance with the Foreign Investment in Real Property Tax Act of 1980, as amended, stating under penalty of perjury that the Seller is not a foreign person;
iv. An assignment of the Seller’s right, title and interest under the Lease(s);
v. Keys to all entrance doors and to all equipment, storage and utility rooms located on the Property; and
vi. Such other documents or instruments as Buyer or the Title Company reasonably may request in order to consummate the transaction intended by this Agreement.
Seller's Documents. All of the documents and other instruments in Seller’s possession or control listed on Exhibit E attached hereto and incorporated herein by reference.
Seller's Documents. Within five (5) days after the Agreement Date, Seller shall deliver to Buyer:
(i) Copies of all existing and proposed easements, covenants, restrictions, agreements or other documents which affect the Property and which are not disclosed by the Commitment, or, if no such documents exist, a certification of Seller to that effect;
(ii) Copies of any existing surveys of the Property; and
(iii) A copy of any existing geotechnical reports, environmental audits or reports and soil boring results regarding the Property.
Seller's Documents. At Closing, Seller shall execute and deliver to Buyer, the following:
(a) A duly executed and acknowledged Special Warranty Deed (the “Deed”) conveying good and indefeasible title in fee simple title to all of the surface of the Property and free and clear of any and all liens, encumbrances, conditions, easements, assessments and reservations, subject only to the Permitted Exceptions and restrictive covenants contained in the permitted exceptions;
(b) Evidence that the person executing this Agreement and the Deed has the full power and authority to bind Seller; and
(c) Such other closing documents as reasonably may be required to consummate the transaction contemplated by this Agreement, including any documents that may be required by the Title Company in order to issue the Title Policy as required by the Title Commitment.
Seller's Documents the documents and materials listed on Exhibit 1.26 attached hereto and made a part hereof.
Seller's Documents. The Seller shall have caused to be delivered to Buyer, at or before Closing, the following:
(a) A list of all assets owned by Seller along with intellectual property owned by Seller being delivered to Buyer.