Closing and Purchase Price. 2.1 The Closing shall take place within ninety (90) days of the date of the execution of this Agreement by the Purchaser 2.2 At the Closing, the Seller will, upon due performance by Purchaser of its obligations under the Agreement, deliver: 2.2.1 such good and sufficient warranty deeds, bills of sale with covenants of warranty, and sufficient instruments of sale, in form and substance reasonably satisfactory to Purchaser's counsel, as shall be required to vest in Purchaser marketable title to all of the Facilities uses for the existing water system, free and clear of liens and encumbrances of every nature that would render title to the Facilities unmarketable. 2.2.2 all of the files, documents, papers, agreements, books of account, customer lists, original cost invoices, engineering drawings, and records possessed by Seller pertaining to the water and sewer utility business conducted by Seller in the Property, other than its minute books and stock records, and any other records reasonably needed by Seller; 2.2.3 all orders, permits, license or certificates issued or granted to Seller by any governmental authority in connection with any authorization related to the construction, operation or maintenance of its Facilities or the conduct of its water and sewer utility business; and 2.2.4 Opinions of Counsels, dated as of the Closing, that upon the delivery to Purchaser of the ▇▇▇▇ of Sale and the approval respective legislative parties under Section 180.301, Florida Statutes, that Purchaser will then have title to the Facilities, free and clear of all liens and encumbrances in connection with the acquisition, construction, installation, and financing of the Facilities. 2.3 At the Closing and from time to time thereafter, Seller shall execute and deliver such further instruments of sale, conveyance, transfer and assignment, and take such other action (without expending funds or bring suit) as Purchaser may reasonably request, in order more effectively to sell, convey, transfer and assign to Purchaser any of the Seller's Facilities, to confirm the title of Purchaser thereto, and to assist Purchaser in exercising rights with respect thereto.
Appears in 1 contract
Sources: Asset Purchase Agreement
Closing and Purchase Price. 2.1 The Closing shall take place within ninety (90) days of the date of the execution of this Agreement by the Purchaser
2.2 At the Closing, the Seller will, upon due performance by Purchaser of its obligations under the Agreement, deliver:
2.2.1 such good and sufficient warranty deeds, bills of sale with covenants of warranty, and sufficient instruments of sale, in form and substance reasonably satisfactory to Purchaser's counsel, as shall be required to vest in Purchaser marketable title to all of the Facilities uses for the existing water system, free and clear of liens and encumbrances of every nature that would render title to the Facilities unmarketable.
2.2.2 all of the files, documents, papers, agreements, books of account, customer lists, original cost invoices, engineering drawings, and records possessed by Seller pertaining to the water and sewer utility business conducted by Seller in the Property, other than its minute books and stock records, and any other records reasonably needed by Seller;
2.2.3 all orders, permits, license or certificates issued or granted to Seller by any governmental authority in connection with any authorization related to the construction, operation or maintenance of its Facilities or the conduct of its water and sewer utility business; and
2.2.4 Opinions of Counsels, dated as of the Closing, that upon the delivery to Purchaser of the ▇▇▇▇ of Sale and the approval respective legislative parties under Section 180.301, Florida Statutes, that Purchaser will then have title to the Facilities, free and clear of all liens and encumbrances in connection with the acquisition, construction, installation, and financing of the Facilities.
2.3 At the Closing and from time to time thereafter, Seller shall execute and deliver such further instruments of sale, conveyance, transfer and assignment, and take such other action (without expending funds or bring suit) as Purchaser may reasonably request, in order more effectively to sell, convey, transfer and assign to Purchaser any of the Seller's Facilities, to confirm the title of Purchaser thereto, and to assist Purchaser in exercising rights with respect thereto.
2.4 The Purchaser acknowledges that the Utility System is being purchased “as is,” and may repair or replace facilities as it deems necessary without any additional assessments imposed against the Seller’s customer (FOR HOW LONG WILL THEY NOT BE ASSESSED? PERPETUITY And who imposes the assessments?).
Appears in 1 contract
Sources: Asset Purchase Agreement