Seller Deliveries Clause Examples

Seller Deliveries. Seller shall deliver to Buyer the following: (a) A duly executed and acknowledged b▇▇▇ of sale and an assignment and assumption agreement ("ASSIGNMENT AND ASSUMPTION AGREEMENT") in the form of Exhibit "E" attached hereto and made a part hereof; (b) Duly executed and acknowledged certificates regarding the "non-foreign" status of Seller; (c) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder; (d) An affidavit or certificate certifying that Seller is a resident of the State of Georgia (or deemed to be a resident) for purposes of complying with O.C.G.A. 48-7-128, et seq. (Georgia Withholding Tax), and is therefore not subject to withholding pursuant to such section (or, if not applicable or is not complied with, Seller and the Title Company shall otherwise comply with the applicable provisions of O.C.G.A. 48-7-128, et seq.); (e) Original (or copies to the extent originals are not available) of all Leases and, to the extent in Seller's possession or control, originals (or copies to the extent that originals are not available) of all records, correspondence, plans, specifications, reports, studies, easements, appurtenances, licenses, permits, certificates of occupancy, approvals, dedications, entitlements, warranties, guaranties, representations and other intangible property (the foregoing items deemed delivered by Seller causing the same to be retained by the Property); (f) All keys in Seller's possession or control and, to the extent known to Seller, all combinations and other items and information necessary for Buyer to have access to all portions of the Property (the foregoing items deemed delivered by Seller causing the same to be retained by the Property); (g) A written notice to each of the tenants under the Leases in the form and substance of EXHIBIT "J" attached hereto, each duly executed by Seller (the "TENANT NOTICE LETTER"); (h) A certification by Seller of an updated rent roll effective on and as of the date of Closing in the form of EXHIBIT "K" attached hereto; (i) Original $35,000 letter of credit provided under the Transoft, Inc. lease, together with an assignment thereof by Seller to Buyer; (j) A closing statement; and (k) Such additional documents as may be reasonably required by Buyer and Title Company in order to consummate the transactions hereunder (provided the same do not materi...

Seller Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser or to the Escrowee, as the case may be the following items executed and acknowledged by Seller, as appropriate: (a) a deed (the “Deed”) in the form attached hereto and made a part hereof as Exhibit F. (b) an assignment and assumption of leases (the “Assignment and Assumption of Leases”), in the form attached hereto and made a part hereof as Exhibit G. (c) a ▇▇▇▇ of sale (the “▇▇▇▇ of Sale”), in the form attached hereto and made a part hereof as Exhibit H. (d) a certification of non-foreign status in the form attached hereto and made a part hereof as Exhibit I, and any required state certificate that is sufficient to exempt Seller from any state withholding requirement with respect to the transactions contemplated hereby. (e) an assignment and assumption of the Assigned Contracts (the “Assignment and Assumption of Contracts”), in the form attached hereto and made a part hereof as Exhibit J. (f) all existing surveys, blueprints, drawings, plans and specifications for or with respect to the Property or any part thereof, to the extent the same are in Seller’s possession. (g) all keys to the Improvements, to the extent the same are in Seller’s possession. (h) all Leases in effect on the Closing Date, to the extent the same are in Seller’s possession. (i) all Assigned Contracts, to the extent the same are in Seller’s possession (all items in clauses (f) through (i) may be either delivered at Closing or left at the management office at the Property, to the extent not previously delivered to Purchaser). (j) all applicable transfer tax forms, if any. (k) such further instruments as may be required by the Title Company to record the Deed. (l) notices to each of the tenants under the Leases (each, a “Tenant Notice”, and collectively, the “Tenant Notices”) in the form attached hereto and made a part hereof as Exhibit K, advising such tenants of the sale of the Property to Purchaser and directing them to make all payments to Purchaser or its designee, which Tenant Notices Purchaser shall, at Purchaser’s sole cost and expense, either mail by certified mail return receipt requested or hand-deliver to each applicable tenant. (m) evidence reasonably satisfactory to the Title Company respecting the due organization of Seller and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder. (n) if applicable, an assignment and assumption of exist...

Seller Deliveries. At or before the Closing, Seller shall deliver to Escrow Agent the following documents in the forms attached hereto or otherwise reasonably satisfactory in form and substance to Seller and Buyer and their counsel, properly executed and acknowledged as required: (i) An original deed (the “Deed”) in the form of Exhibit D attached hereto and incorporated herein by reference; (ii) An original of a ▇▇▇▇ of Sale in the form of Exhibit E attached hereto and incorporated herein by reference; (iii) An original of an Assignment and Assumption Agreement relating to the Leases and security deposits, key deposits, last month’s rent and accrued interest thereon to the extent required by the Lease or applicable law but excluding any of such deposits which are non-refundable (collectively, the “Security Deposits”) in the form attached hereto as Exhibit F and incorporated herein by reference (the "Lease Assignment"); (iv) Originals of all Leases, any renewals thereof and all amendments thereto to the extent in Seller’s possession or control will be delivered at the Premises; (v) An original of an Assignment and Assumption Agreement in the form attached hereto as Exhibit G and incorporated herein by reference relating to the Operating Contracts and the Intangible Property, as hereinafter defined (the "Contract Assignment"); (vi) To the extent not previously delivered originals or copies of all certificates of occupancy in Seller’s possession or control for all of the Improvements that form a part of the Property and all tenant‑occupied space included within such buildings; (vii) An original of a certification of non‑foreign status in the form attached hereto as Exhibit H and incorporated herein by reference; (viii) Evidence satisfactory to the Title Company that all necessary approvals and/or consents by the directors of Seller have been delivered and such other evidence satisfactory to the Title Company of Seller's authority and the authority of the signatory on behalf of Seller to convey the Premises pursuant to this Contract; (ix) Originals or a copy of as‑built plans and specifications for the Improvements (if in Seller's possession or control if not delivered at the Premises); (x) All Security Deposits, together with accrued interest thereon if payable under the Leases or pursuant to applicable law; (xi) Originals of affidavits sufficient for the Title Company to delete any exceptions for parties in possession (other than tenants under the Leases, as tenants only) and ...

Seller Deliveries. At the Closing, Seller shall deliver to Purchaser: (a) Special warranty deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s right, title and interest in and to the Owned Real Property to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be reasonably agreed upon by Seller and Purchaser; (b) A ▇▇▇▇ of sale in substantially the form of Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser; (c) An assignment and assumption agreement in substantially the form of Exhibit 3.5(c), with respect to the Assumed Liabilities, except for Loans as contemplated by Section 3.5(i) (the “Assignment and Assumption Agreement”); (d) Lease assignment and assumption agreements, in recordable form with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Exhibit 3.5(d), with respect to each of the Branch Leases (the “Branch Lease Assignments”); (e) Assignment and assumption agreements in substantially the form of Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”); (f) The certificate required to be delivered by Seller pursuant to Section 9.1(e); (g) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an ▇▇▇ and designation of Purchaser as successor trustee or custodian with respect thereto; (h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B); (i) an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable count...

Seller Deliveries. At the Closing, Seller shall deliver to Purchaser: (a) Deeds and other instruments of conveyance as may be necessary to sell, transfer and convey all of Seller’s fee simple title and interest in and to the Owned Real Property to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances), in forms to be reasonably agreed upon by Seller and Purchaser; (b) A ▇▇▇▇ of sale in substantially the form of Exhibit 3.5(b), pursuant to which the Personal Property shall be transferred to Purchaser; (c) An assignment and assumption agreement in substantially the form of Exhibit 3.5(c), with respect to the Assumed Liabilities, except for Loans as contemplated by Section 3.5(l) (the “Assignment and Assumption Agreement”); (d) Lease assignment and assumption agreements, in recordable form with respect to each Branch Lease that has a memorandum of lease of public record, in substantially the form of Exhibit 3.5(d), with respect to each of the Branch Leases (the “Branch Lease Assignments”); (e) Assignment and assumption agreements in substantially the form of Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”); (f) The certificate required to be delivered by Seller pursuant to Section 9.1(e); (g) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an ▇▇▇ and designation of Purchaser as successor trustee or custodian with respect thereto; (h) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B); (i) an executed global assignment of the Loan Documents, in substantially the form of Exhibit 3.5(i) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as applicable, in recordable form (for the avoidance of doubt, meaning in compliance with the recording requirements of the applicable county land record...

Seller Deliveries. Seller shall have tendered for delivery or caused to be tendered for delivery to Purchaser the items set forth in Section 2.2(a).

Seller Deliveries. On or prior to the Closing Date, Seller shall deliver to Escrow Agent the following: 7.2.1. A special warranty deed (the “Deed”) to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form attached hereto as Exhibit E. 7.2.2. A ▇▇▇▇ of sale for the Personalty from Seller, substantially in the form attached hereto as Exhibit F, duly executed by Seller. 7.2.3. An assignment and assumption of Leases, Contracts and Security Deposits (the “Assignment and Assumption of Leases, Contracts and Security Deposits”) from Seller, substantially in the form attached hereto as Exhibit G, duly executed by Seller. 7.2.4. An assignment of the Intangible Property (the “Assignment of Intangible Property”) from Seller, substantially in the form attached hereto as Exhibit H, duly executed by Seller. 7.2.5. A notice to tenants (the “Tenant Notice Letter”) from Seller advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing, substantially in the form attached hereto as Exhibit I, duly executed by Seller. 7.2.6. An owner’s affidavit and, if requested by Buyer’s title insurer, a gap indemnity agreement reasonably acceptable to Seller, sufficient for the Buyer’s title insurer to issue, without extra charge, an owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenants) prior to Closing, or for rights of parties in possession other than pursuant to the Leases, or for defects, liens or encumbrances which might arise in the period between the date and time of the last title update respecting the Property and the earlier of (x) the date and time of recordation of the Deed, and (y) the date which is five (5) days following the Closing. 7.2.7. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended, in the form of Exhibit J, duly executed by Seller. 7.2.8. A certification by Seller substantially in the form attached hereto as Exhibit K that all representations and warranties made by Seller in Article 3 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate. 7.2.9. An assignment of Ground Lease (the “Assignment of Ground Lease”) from Seller, substantially in the form attached hereto as Exhibit L, duly executed by Seller. 7.2.10. A...

Seller Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Purchaser or deposited with Escrow Agent in the Closing Escrow to be delivered to Purchaser at Closing, all of the documents (each of which shall be duly executed by Seller or other Person, as applicable, and notarized, if required) and other items set forth in this Section 8.2.1 (the “Seller Closing Deliveries”), as follows:‌ (a) An Assignment and Assumption of Lease (Stadium Ground Lease), conveying Seller’s leasehold estate in the Real Property pursuant to the Ground Lease to Purchaser in accordance with Section 4.5, in the form attached hereto as Exhibit A (the “Assignment of Ground Lease”); (b) A bill of sale conveying the Personal Property (if any) to Purchaser in the form attached hereto as Exhibit B; (c) A release of the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated July 25, 2018 and which was filed for record on May 3, 2019 in the Office of the Recorder of Deeds for ▇▇▇▇▇▇ County, Missouri as Document No. 013887-19 in Book 2019, Page 013887-19, and any Uniform Commercial Code filings in connection therewith; (d) A Termination of Parking Agreement in the form attached hereto as (e) A Termination of Management Agreement in the form attached (f) An Assignment and Assumption of Development Agreement in the form attached hereto as Exhibit E; (g) A Settlement Agreement (Bankruptcy-Related Matters) in the form attached hereto as Exhibit F; (h) A Settlement Agreement (Cardinals-Related Matters) in the form attached hereto as Exhibit G; (i) An Assignment and Assumption of Lease (Ballpark Lease – Springfield Cardinals), in the form attached hereto as Exhibit H, concerning that certain Ballpark Lease Agreement, dated as of October 7, 2004, between the Seller, as landlord, and Springfield Cardinals, LLC, a Missouri limited liability company (the “Springfield Cardinals”), as tenant, as amended by that certain Amendment to Ballpark Lease Agreement, dated as of February 18, 2008, between Seller and the Springfield Cardinals (collectively, the “Cardinals Lease”); (j) A Consent to Assignment and Assumption of Lease Agreement with respect to the Cardinals Lease, in the form attached hereto as Exhibit I; (k) An Assignment and Assumption of License Agreement – Missouri State University, in the form attached hereto as Exhibit J; (l) A Notice of Assignment of License Agreement – Missouri State University, in the form attached hereto as Exhibit K; (m) Such agree...

Seller Deliveries. Seller shall use its reasonable, good faith efforts to deliver to Purchaser or make available at the Property, at Seller's option, all of the items specified on Exhibit B, attached hereto (the "Documents"), within five (5) days after the Effective Date; provided, however, except as otherwise expressly set forth in Section 7.1 hereof, Seller makes no representations or warranties of any kind regarding the accuracy, thoroughness or completeness of or conclusions drawn in the information contained in such documents, if any, relating to the Property. Purchaser hereby waives any and all claims against Seller arising out of the accuracy, completeness, conclusions or statements expressed in materials so furnished and any and all claims arising out of any duty of Seller to acquire, seek or obtain such materials. Notwithstanding anything contained in the preceding sentence, Seller shall not deliver or make available to Purchaser Seller's internal memoranda, attorney-client privileged materials, internal appraisals and economic evaluations of the Property, and reports regarding the Property prepared by Seller or its affiliates solely for internal use or for the information of the investors in Seller. Purchaser acknowledges that any and all of the Documents that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Other than as may be required by law, Purchaser agrees not to disclose such non-public Documents, or any of the provisions, terms or conditions thereof, to any party outside of Purchaser's organization other than its agents, consultants, representatives and lenders, and its and their legal counsel. Purchaser shall return all of the Documents, on or before three (3) business days after the first to occur of (a) such time as Purchaser notifies Seller in writing that it shall not acquire the Property, or (b) such time as this Agreement is terminated for any reason. This Section 5.3 shall survive any termination of this Agreement without limitation.