Seller Deliveries Clause Samples
The 'Seller Deliveries' clause defines the seller's obligation to provide certain documents, goods, or evidence to the buyer as part of fulfilling the contract. Typically, this clause outlines what specific items must be delivered, such as title documents, certificates, or physical goods, and may specify the timing, method, and location of delivery. Its core function is to ensure that the buyer receives all necessary items to complete the transaction and to clarify the seller's responsibilities, thereby reducing the risk of disputes over what must be provided at closing or completion.
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Seller Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following items executed and acknowledged by Seller, as appropriate:
(a) duly executed counterparts of the Assignment and Assumption of Partnership Interests (the "Assignment and Assumption"), from both Selbridge and ▇▇▇▇▇▇, in the forms of Exhibit C annexed hereto and hereby made a part hereof.
(b) all Consents and Licenses required in connection with the execution and delivery of this Agreement.
(c) Good and marketable title to the Conveyed Interests, free and clear of all liens and an affidavit and/or indemnity sufficient to allow the Title Company to issue to Buyer, a "Fairway Endorsement" and a "Non-Imputation Endorsement", as applicable, in connection with the existing policy insuring the title of the partnership in the Property, or a new Title Policy (in the event Buyer elects to purchase same).
(d) Evidence reasonably satisfactory to Buyer and 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.
(e) a statement or agreement signed by a duly authorized officer, employee or agent of Lender, dated no more than thirty (30) days before the Closing: (i) stating the amount of the unpaid principal of the Mortgage, the date to which interest has been paid and the amounts, if any claimed to be unpaid for principal and interest, and itemizing the same, (ii) stating the nature and itemized balances (as of the Closing Date) of all escrows and reserves held by Lender in connection with the Mortgage, (iii) certifying that no defaults exist under the Mortgage, and (iv) consenting to the transactions contemplated by this Agreement.
(f) such other documents required by the terms of this Agreement or as may otherwise be reasonably necessary to consummate the transactions contemplated under this Agreement, taking into account the terms and conditions of this Agreement.
Seller Deliveries. Seller shall deliver to Buyer the following:
(a) A duly executed and acknowledged b▇▇▇ of sale, 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 satisfying both federal and state law requirements;
(c) Appropriate documentation to evidence the assignment and assumption of the Bond Documents as may be reasonably required in order to effectuate the release, assignment and assumption transactions respecting the Bond Documents as contemplated in this Agreement;
(d) A certificate of Seller ("SELLER CLOSING CERTIFICATE") updating the representations and warranties contained in paragraph 7A hereto to the Closing Date and noting any changes thereto;
(e) Evidence reasonably satisfactory to Buyer and Escrow Holder respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder;
(f) To the extent in Seller's possession and control, all of the original tenant leases respecting the Property and written Service Agreements, books and records directly relating to, and necessary for the operation of the Property, licenses and permits affecting the Property, and all keys for the Property, with identification of the lock to which each such key relates (provided, however, that the items specified in this subsection (d) shall remain at and be turned over to Buyer on the Closing Date at the Property); and
(g) 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 materially increase the costs to, or liability or obligations of, Seller in a manner not otherwise provided for herein).
Seller Deliveries. At the Closing, Seller shall deliver to Purchaser:
(a) Special or limited warranty deeds to 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 a customary form to be reasonably agreed upon by Seller and Purchaser.
(b) A ▇▇▇▇ of sale and an omnibus assignment of loan documents and security instruments in substantially the forms of such attached as Exhibit 3.5(b), pursuant to which the Assets (other than the Owned Real Property) and the Loan Documents 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 (the “Assignment and Assumption Agreement”);
(d) A lease assignment and assumption agreement, in recordable form, with respect to each Branch Lease, in substantially the forms of Exhibit 3.5(d) (collectively, the “Branch Lease Assignments”), and a consent (if required under such Branch Lease) from any applicable lessor to the assignment of a Branch Lease in form reasonably satisfactory to such lessor, Purchaser and Seller, together with any other instruments and documents as such lessor may reasonably require as necessary or desirable in connection with such consent;
(e) A limited power of attorney granting Purchaser the authority to effect the transfer of Loan Documents and lien rights to collateral securing the Loans in a form to be reasonably agreed upon by Purchaser and Seller;
(f) A triple-net lease for the real property associated with the Charleston Branch containing commercially reasonable terms mutually satisfactory to Seller and Purchaser, acting reasonably, including a fair market value rent rate, a minimum base term of ten (10) years and a right of first refusal in favor of Purchaser to purchase the real property on which the Charleston Branch is situated;
(g) Such other documents or instruments of conveyance as are necessary or appropriate to consummate the transactions contemplated by this Agreement;
(h) The certificate required to be delivered by Seller pursuant to Section 9.1(e);
(i) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an ▇▇▇ or ▇▇▇▇▇ Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(j) A certificate of non-foreign status pursuant to Treasury Regula...
Seller Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause to be delivered, to the Acquiror Parties:
(a) a counterpart of an assignment substantially in the form attached hereto as Exhibit B (the “Assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller;
(b) a counterpart of a registration rights agreement, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by Seller;
(c) a certificate duly executed by the Secretary or an Assistant Secretary of Seller, dated as of the Closing Date, in customary form, attesting to the resolutions of the board of managers of Seller authorizing the execution and delivery of the Transaction Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date;
(d) a certificate duly executed by an executive officer of Seller, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 7.2(a) and (b), have been satisfied in all respects;
(e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Seller;
(f) a certificate, duly executed and acknowledged by Seller dated as of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; and
(g) duly executed letters of resignation or evidence of removal, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6.
Seller Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(i) the duly executed Note;
(ii) the duly executed Registration Rights Agreement; and
(iii) copies of any consents necessary to effectuate this Agreement and to consummate the transactions contemplated hereby.
Seller Deliveries. On the date of this Agreement, the Seller shall deliver to the Parent the following:
(i) all Organizational Documents of the Seller (including all amendments thereto);
(ii) all Organizational Documents of the Company (including all amendments thereto);
(iii) a unanimous written consent, or minutes of the meeting, of the Seller’s Board and the Direct Seller Shareholders authorizing the execution and delivery of this Agreement and the Ancillary Documents, and the performance of the transactions contemplated hereby and thereby, on behalf of the Seller;
(iv) a unanimous written consent, or minutes of the meeting, of the Company’s Board and the Seller, in the Seller’s capacity as the Company’s sole shareholder, authorizing the execution and delivery of the Ancillary Documents to which the Company is a party, and the performance of the transactions contemplated thereby, on behalf of the Company;
(v) with respect to each Company Entity that is party to any Ancillary Documents, a unanimous written consent, or minutes of the meeting, of such Company Entity’s Board authorizing the execution and delivery of such Ancillary Documents, and the performance of the transactions contemplated thereby, on behalf of such Company Entity; and
(vi) complete and accurate copies of all Reorganization Documents;
(vii) all Organizational Documents of ID&T Design (including any amendments thereto);
(viii) a copy of each of the Stutterheim Management Agreement, the Stutterheim Management Agreement Addendum, the Tavecchio Management Agreement, the Tavecchio Management Agreement Addendum, the ▇▇▇▇▇▇▇▇▇ Management Agreement, the ▇▇▇▇▇▇▇▇▇ Management Agreement Addendum, the Termination Letters, each Key Employee Employment Agreement, and each Key Employee Employment Agreement Addendum, in each case duly signed by the parties thereto, other than the Parent;
(ix) written resignations of each of the Directors of the Company who is not continuing as a Director of the Company as of immediately after the Closing from his, her, or its office as a member of the management board, with effect as of immediately after the Closing, and a shareholders’ resolution of the Company shareholders accepting such resignation,
(x) a duly adopted written shareholders’ resolution of the Company appointing each of Sillerman, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, and Tavecchio as Directors of the Company with effect as of immediately following the Closing,
(xi) copies of all Consents of Governmental Authoriti...
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. 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.
Seller Deliveries. Seller and the Shareholders shall deliver, or cause to be delivered, to Buyer the following:
(i) All bills of sale, certificates of title, assignments and instruments of transfer as shall be necessary and requested by Buyer in order to assign and transfer, or to evidence the assignment and transfer of, all of the Transferred Assets to Buyer, including, without limitation, the Assignment and Assumption Agreement, the Assignment and Assumption of Leases, the Trademark Assignment and the Domain Name Assignment;
(ii) All consents, estoppels and authorizations, in form and substance satisfactory to Buyer, from all Persons whose consent or authorization is required for the consummation of the transactions contemplated by this Agreement;
(iii) A Schedule, certified by Seller and the Shareholders to be true, correct and complete as of the Closing Date, of all (1) receivables of the Seller, setting forth an aging thereof, and (2) Accounts Payable;
(iv) Resolutions duly adopted by the Board of Directors of Seller, authorizing the execution, delivery and performance of this Agreement and the other instruments and agreements to be executed and delivered by Seller, duly certified by the Secretary or an Assistant Secretary of Seller, and an incumbency certificate, certifying the names and true signatures of the officers of Seller executing and delivering this Agreement and such other instruments and agreements;
(v) A copy of the Certificate of Incorporation of Seller, certified by the Secretary of State of the State of its incorporation as of a date no more than ten (10) days prior to the Closing Date;
(vi) A copy of the By-Laws of the Seller, certified by an officer of the Seller to be true, correct and complete as of the Closing Date;
(vii) A certificate of good standing for Seller as of a date not more than ten (10) days prior to the Closing Date issued by the Secretary of State of the State of its incorporation and every other state in which the Seller is authorized to do business;
(viii) A clearance certificate or similar document that may be required by any taxing authority of any jurisdiction in order to relieve Buyer of any obligation to withhold any portion of the Purchase Price;
(ix) All Records;
(x) A receipt for the Parent Shares;
(xi) The Employment Agreement, duly executed by Andrew Bark;
(xii) The Registration Rights Agreement, ▇▇▇▇ executed by Seller;
(xiii) Any documentation requested by Buyer or Parent pursuant to Section 3.1(v);
(xiv) Duly executed La...