Seller’s Deliveries at Closing Clause Samples
The "Seller’s Deliveries at Closing" clause outlines the specific documents, items, and actions the seller must provide or complete at the closing of a transaction. Typically, this includes delivering the deed, transferring keys or access, providing affidavits, and handing over any required certificates or warranties. By clearly listing these obligations, the clause ensures that the buyer receives all necessary materials and assurances to finalize the purchase, thereby preventing disputes and facilitating a smooth transfer of ownership.
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Seller’s Deliveries at Closing. At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"):
(a) The Bill of Sale, duly executed and notarized by XeQute;
(b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute;
(c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute;
(d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction;
(e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and
(f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.
Seller’s Deliveries at Closing. At the Closing, Seller shall deliver the following to Buyer:
Seller’s Deliveries at Closing. On or before the Closing, Seller will execute and/or deliver, or cause to be executed and delivered, to the Title Company for delivery to Buyer (unless another party is otherwise indicated) each of the following agreements, instruments and other documents:
7.6.1. To the Existing Lender, three (3) original counterparts executed by Seller of the applicable Lender Approval Documents;
7.6.2. To the Title Company, (a) an owner’s affidavit in customary form, and (b) an affidavit to Seller’s actual knowledge on substantially the form attached hereto as Exhibit D, with such modifications as Seller may require in order to accurately describe facts known to Seller as to the matters described therein.
7.6.3. Two (2) original counterparts executed by Seller of the Closing Statement; provided, however, that such executed Closing Statement may be transmitted by facsimile and/or e-mail so long as two (2) original counterparts are deposited with Federal Express or other nationally recognized overnight courier on the Closing Date for delivery to the Title Company the next business day;
7.6.4. Termite certificate from Seller’s pest control company dated not more than sixty (60) days prior to Closing;
7.6.5. Seller shall make available at the Property, all keys to all buildings and other improvements located on the Property, combinations to any safes thereon, and security devices therein in Seller’s possession;
7.6.6. Seller shall make available at the Property all records and files relating to the management or operation of the Property, including, without limitation, original (or if not available, legible copies) of all Leases, assumed Contracts, Permits and tenant files (including correspondence);
7.6.7. Updated rent rolls dated within one (1) Business Day of the Closing Date;
7.6.8. Evidence of Seller’s authority to sell the Property and the authority of the signatory to sign documents on behalf of Seller, good standing certificates, and such other documents as Title Company may reasonably require from Seller in order to issue the Title Policy and to close this transaction; and
7.6.9. Any and all other instruments and documents required to be delivered by Seller at or prior to the Closing pursuant to and in accordance with any of the other provisions of this Agreement.
Seller’s Deliveries at Closing. At closing Seller shall deliver to Buyer a Foreclosure Deed and reasonable and customary affidavits.
Seller’s Deliveries at Closing. At the Closing Seller will deliver the following documents to the Purchaser all of which shall be reasonably satisfactory in form and substance to the Purchaser and its counsel:
(a) ▇▇▇▇ of Sale for the Assets in the form attached as Exhibit 3.
(b) An opinion from counsel to Seller, dated the Closing Date, in the form described elsewhere in this Agreement.
(c) All consents, approvals and authorizations, all notices and all registrations and filings required to be obtained, given or made under any law, statute, rule, regulation, judgment, order, injunction, contract, agreement or other instrument to which Seller is subject, bound or a party, or by which Seller or any of its properties is bound or subject, in each case which is required to permit the consummation of the transactions contemplated by the Agreement without contravention, violation or breach by Seller of any of the terms thereof.
(d) Certificate of good standing for Seller from the Secretary of the State of New Jersey dated as of a date reasonably prior to the Closing Date.
(e) Certified copy of resolutions of the Board of Directors and the shareholders of Seller authorizing, inter alia, the execution and delivery of this Agreement, the sale of the Assets and the other transactions contemplated under this Agreement.
(f) At Seller's office, such business records related to the Assets as may be reasonably requested by the Purchaser, including, without limitation, employee and personnel folders and applications, payroll, tax related records and financial data.
(g) Officer's Certificate in the form described elsewhere in this Agreement.
(h) Such other documents, instruments, certificates and agreements, including assignment of space lease to Purchaser, as Purchaser and its counsel may reasonably request.
Seller’s Deliveries at Closing. At the Closing, Seller shall deliver or cause the Escrow Agent to deliver to Buyer the following:
(a) The Deed, the Lease Assignment, the Intangibles Assignment and the ▇▇▇▇ of Sale;
(b) Notices to each of the tenants under the Leases notifying them of the sale of the Land and Improvements and directing them to pay future rent to Buyer;
(c) An updated Rent Roll;
(d) Exclusive possession of the Property, subject to the Leases;
(e) A certification executed by Seller, pursuant to and in full compliance with Section 1445 of the Internal Revenue Code and the regulations issued thereunder, declaring that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code and Income Tax Regulations. Seller understands that such certificate may be made available to the Internal Revenue Service.
(f) Pursuant to Section 1521 of the Tax Reform Act of 1986, the information required to be provided to the closing agent to complete 1099 reporting to the Internal Revenue Service;
(g) The original Property Documents, including, without limitation, original copies of the Leases and Service Contracts;
(h) Keys to all locks on the Property in the possession of Seller or its agents; and
(i) Such evidence as may be reasonably requested by Escrow Agent evidencing the status and capacity of Seller and the authority of the persons who are executing the various closing documents on behalf of Seller in connection with the Agreement. All agreements and instruments to be delivered to Buyer shall have been duly executed and, where appropriate, acknowledged by the parties thereto. The foregoing is intended as a summary of items to be delivered at the Closing and shall not be construed to limit or waive any obligations of Seller under this Agreement.
Seller’s Deliveries at Closing. At the Closing, the Sellers (as indicated) shall deliver, or cause to be delivered, to Buyer the following items:
Seller’s Deliveries at Closing. At the Closing, Sellers shall deliver, or cause to be delivered, to Purchaser the following items all in form and substance satisfactory to Purchaser in its sole discretion:
(a) the certificate contemplated by Section 8.3(a), dated the Closing Date;
(b) all documents, certificates and agreements necessary to transfer to Purchaser good and marketable title to the Acquired Assets in accordance with this Agreement, free and clear of all Liens thereon other than Permitted Liens, including:
(i) an Assignment and Assumption of Real Property Lease, in the form attached hereto as Exhibit C, duly executed by Sellers, with respect to each of the Acquired Facilities Leases, together with any necessary transfer declarations or other filings (and in recordable form if required by Purchaser);
(ii) an Assignment and Assumption of Section 365 Contracts, in the form attached hereto as Exhibit D, duly executed by Sellers;
(iii) a ▇▇▇▇ of Sale, in the form attached hereto as Exhibit E, duly executed by Sellers;
(iv) an Assignment of Trademarks, in the form attached hereto as Exhibit F, duly executed by Sellers;
(v) an Assignment of Copyrights, in the form attached hereto as Exhibit G, duly executed by Sellers; and
(vi) an Assignment and Acceptance of Intangible Property, in the form attached hereto as Exhibit H, duly executed by Sellers.
(c) copies of resolutions of the boards of directors of Sellers, authorizing the execution, delivery and performance hereof by Sellers, certified by authorized officers and dated the Closing Date;
(d) a copy of a certificate of the Secretary of State of the State of Florida certifying that Parent is in good standing under the Law of the State of Florida and a copy of a certificate of the Secretary of State of the State of Delaware certifying that PMTS is in good standing under the Law of the State of Delaware;
(e) certified copies of all Orders of the Bankruptcy Court pertaining to the Contemplated Transactions, including the Bidding Procedures Order and the Sale Order (which are Final Orders), evidence of the entry of all such Orders on the docket of the Chapter 11 Case and of the absence on the docket of any pending appeal or motion for rehearing or reconsideration;
(f) a copy of all Sellers’ Required Approvals;
(g) any and all real property Transfer Tax returns and other similar filings required by Law in connection with the Contemplated Transactions hereby and relating to the Facilities, any part thereof or ownership interest therein, al...
Seller’s Deliveries at Closing. At the Closing, Seller shall deliver or cause to be delivered to Buyer:
Seller’s Deliveries at Closing. At the Closing Seller and Shareholder will deliver the following documents to the Purchaser all of which shall be reasonably satisfactory in form and substance to the Purchaser and its counsel:
(a) ▇▇▇▇ of Sale. ▇▇▇▇ of Sale for the Assets in the form described in Exhibit 12.3 hereto, together with such deeds, instruments, conveyances, certificates of title, assignments, assurances and other documents as may be required to sell, convey and transfer title to the Assets from Seller to the Purchaser free and clear of any and all liens, claims, charges, taxes, encumbrances, pledges, security interests, options or other restrictions of any kind.