Delivery at Closing. (a) At the Closing, Seller shall deliver to Buyer all of the following with respect to the Property (the "Closing Documents"): (i) A special warranty deed, in substantially the same form as set forth in Exhibit D annexed hereto, conveying the Property to Buyer subject to the Permitted Exceptions and those exceptions listed on Schedule B of the Title Commitment which have not been objected to by Buyer or which have been objected to by Buyer and either been approved or, pursuant to the terms hereof, deemed approved by Buyer pursuant to paragraph 4(b), or cured by Seller (herein referred to as the "Deed"); (ii) A ▇▇▇▇ of Sale conveying all Personal Property to Buyer without recourse to Seller in substantially the same form as set forth in Exhibit E annexed hereto; (iii) An original executed Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases in substantially the same form as set forth in Exhibit I attached hereto, provided Seller has not elected to make an adjustment for the security deposits at Closing; (iv) Notice to all Tenants of the Property, duly executed by Seller, advising said Tenants of the sale of the Property to Buyer and directing that all rents and other payments, as of the Closing Date, be sent to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided by Buyer; (v) Seller's affidavit stating Seller's Federal taxpayer identification number and certifying that Seller is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder, pursuant to the Foreign Investment in Real Property Tax Act of 1980; (vi) Original executed counterpart of an Assignment and Assumption of all Service Contracts in substantially the same form as set forth in Exhibit I attached hereto; (vii) An affidavit of the party executing the Deed on behalf of Seller and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title to the Property and to execute, where necessary, and to deliver all of the Closing Documents referenced herein to Buyer in accordance with the terms and provisions of this Contract; (viii) Properly executed transfer tax returns, to the extent required; (ix) Keys to the Property; (x) A current "Rent Roll" (as hereinafter defined) as of the Closing; and (xi) An original executed counterpart or (to the extent lost or unavailable) an accurate and complete copy of each one of the Tenant Leases, which shall be delivered to Buyer at the Property. (b) At the Closing, Buyer shall deliver to Seller all of the following: (i) Payment of the Purchase Price as required by and as adjusted pursuant to the terms and provisions of this Contract; (ii) An affidavit of the party executing this Contract on behalf of Buyer and an appropriate resolution or certificate of Buyer, in form reasonably satisfactory to Seller, stating that Buyer and any persons acting for or on behalf of Buyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder and to execute, where necessary, and to deliver all of the Closing Documents referenced herein in accordance with the terms and provisions of this Contract; (iii) Original executed counterpart of Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases if Seller has not elected to make an adjustment for security deposits at Closing; and (iv) Original executed counterpart of Assignment and Assumption of all Service Contracts. (c) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity provision pursuant to which Seller will agree to indemnify Buyer and hold Buyer harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases pertaining to any period prior to the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period prior to the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Seller's obligation to indemnify and hold harmless Buyer, as hereinabove provided, shall not include any claim, loss, cost, liability or damages arising out of the condition of the Property (including without limitation, the environmental condition of the Property) or any portion thereof and that Buyer shall be responsible for all costs of repair, maintenance, environmental clean-up and replacement of the Properties and/or any portion thereof and shall not have any claim against Seller in connection therewith. (d) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity agreement pursuant to which Buyer will agree to indemnify Seller and hold Seller harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases or security deposits pertaining to any period after the Closing Date commencing with the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period after the Closing Date commencing with the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Buyer shall indemnify and hold harmless Seller from and against any claim, loss, cost, liability and/or damages arising out of the condition of the Properties (including without limitation, the environmental condition of the Property) and/or any portion thereof regardless of when any such claim, loss, cost, liability or damages arises on, prior to or after the Closing Date.
Appears in 1 contract
Delivery at Closing. The completion of the purchase and sale of the Common Stock at either the Initial Purchase or the Tranche purchase, as defined in the Securities Purchase Agreement (aeither being referenced herein as a “Closing”) shall occur in respect of the Initial Purchase to be the date of this Agreement (the “Initial Closing Date”) and with respect to each of the Tranche Purchases on the dates set forth in Paragraph 3 of the Securities Purchase Agreement (each of the dates being referenced herein as a “Closing Date”). At the Closing, Seller the Company shall deliver instruct its transfer agent to Buyer all of issue (the following with respect “Instruction Letter”) to the Property (Investor that number of shares of Common Stock relevant to the "Closing Documents"):
(i) A special warranty deedinvestment, in substantially the same form as set forth in Exhibit D annexed heretoParagraphs 2, conveying with respect to Initial Purchase, and Paragraph 3, with respect to Tranche Purchases, of the Property to Buyer subject Securities Purchase Agreement. In exchange for the delivery of the shares of Common Stock, the Investor shall pay the Initial Purchase Price and the Tranche purchase price to the Permitted Exceptions and those exceptions listed on Schedule B ▇▇▇▇ account of the Title Commitment which have not been objected counsel to the Company by Buyer or which have been objected to by Buyer and either been approved orwire transfer of immediately available funds, pursuant to the terms hereofwritten instructions provided by the Company, deemed approved by Buyer if not previously delivered to the Company. The counsel to the Company will transfer the funds to the Company’s operating account and if applicable, Sgenia’s operating account, pursuant to paragraph 4(b)Paragraphs 3 and 4 of the Securities Purchase Agreement. The Company's obligation to issue and sell the shares of Common Stock to the Investor shall be subject to the satisfaction of the following conditions, any one or cured more of which may be waived by Seller the Company: (herein referred a) prior receipt by the Company of a copy of this Agreement executed by the Investor; (b) the accuracy of the representations and warranties made by the Investor in this Agreement; and (c) the receipt of the Initial Purchase Price or each Tranche purchase price by the counsel to as the "Deed");
Company. The Investor's obligation to the Initial Purchase shall be subject to the satisfaction of the following conditions, any one or more of which may be waived by the Investor: (iia) A ▇▇▇▇ the accuracy of Sale conveying all Personal Property the representations and warranties made by the Company in this Agreement; (b) the execution and delivery by the Company of the Instruction Letter; and (c) the fulfillment of the obligations of the Company under this Agreement on or prior to Buyer the Closing. The Investor's obligation to the Commitment Purchase shall be subject to the satisfaction of the following conditions, any one or more of which may be waived by the Investor: (a) the accuracy of the representations and warranties made by the Company in this Agreement; (b) the execution and delivery by the Company of the Instruction Letter; (c) the Company successfully archiving the goal in Stage One; (d) the Company maintaining the continuing listing, without recourse to Seller in substantially the same form interruption of its Common Stock, as set forth in Exhibit E annexed hereto;
(iiiParagraph 3(b) An original executed Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases in substantially the same form as set forth in Exhibit I attached hereto, provided Seller has not elected to make an adjustment for the security deposits at Closing;
(iv) Notice to all Tenants of the Property, duly executed by Seller, advising said Tenants Securities Purchase Agreement; and (e) the fulfillment of the sale obligations of the Property to Buyer and directing that all rents and other payments, as of the Closing Date, be sent to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided by Buyer;
(v) Seller's affidavit stating Seller's Federal taxpayer identification number and certifying that Seller is not a foreign person, corporation, partnership, trust Company under this Agreement on or estate as defined in the Internal Revenue Code and Regulations thereunder, pursuant to the Foreign Investment in Real Property Tax Act of 1980;
(vi) Original executed counterpart of an Assignment and Assumption of all Service Contracts in substantially the same form as set forth in Exhibit I attached hereto;
(vii) An affidavit of the party executing the Deed on behalf of Seller and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title to the Property and to execute, where necessary, and to deliver all of the Closing Documents referenced herein to Buyer in accordance with the terms and provisions of this Contract;
(viii) Properly executed transfer tax returns, to the extent required;
(ix) Keys to the Property;
(x) A current "Rent Roll" (as hereinafter defined) as of the Closing; and
(xi) An original executed counterpart or (to the extent lost or unavailable) an accurate and complete copy of each one of the Tenant Leases, which shall be delivered to Buyer at the Property.
(b) At the Closing, Buyer shall deliver to Seller all of the following:
(i) Payment of the Purchase Price as required by and as adjusted pursuant to the terms and provisions of this Contract;
(ii) An affidavit of the party executing this Contract on behalf of Buyer and an appropriate resolution or certificate of Buyer, in form reasonably satisfactory to Seller, stating that Buyer and any persons acting for or on behalf of Buyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder and to execute, where necessary, and to deliver all of the Closing Documents referenced herein in accordance with the terms and provisions of this Contract;
(iii) Original executed counterpart of Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases if Seller has not elected to make an adjustment for security deposits at Closing; and
(iv) Original executed counterpart of Assignment and Assumption of all Service Contracts.
(c) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity provision pursuant to which Seller will agree to indemnify Buyer and hold Buyer harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases pertaining to any period prior to the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period prior to the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Seller's obligation to indemnify and hold harmless Buyer, as hereinabove provided, shall not include any claim, loss, cost, liability or damages arising out of the condition of the Property (including without limitation, the environmental condition of the Property) or any portion thereof and that Buyer shall be responsible for all costs of repair, maintenance, environmental clean-up and replacement of the Properties and/or any portion thereof and shall not have any claim against Seller in connection therewithClosing.
(d) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity agreement pursuant to which Buyer will agree to indemnify Seller and hold Seller harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases or security deposits pertaining to any period after the Closing Date commencing with the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period after the Closing Date commencing with the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Buyer shall indemnify and hold harmless Seller from and against any claim, loss, cost, liability and/or damages arising out of the condition of the Properties (including without limitation, the environmental condition of the Property) and/or any portion thereof regardless of when any such claim, loss, cost, liability or damages arises on, prior to or after the Closing Date.
Appears in 1 contract
Delivery at Closing. APT shall have received prior to or at the Closing all of the following, each in form and substance satisfactory to APT and its counsel:
(a) At the Closing, Seller shall deliver to Buyer A certified copy of all charter documents of the following with respect to the Property (the "Closing Documents"):
(i) A special warranty deed, in substantially the same form as set forth in Exhibit D annexed hereto, conveying the Property to Buyer subject to the Permitted Exceptions and those exceptions listed on Schedule B Company; a certified copy of the Title Commitment which have not been objected to by Buyer or which have been objected to by Buyer and either been approved or, pursuant to the terms hereof, deemed approved by Buyer pursuant to paragraph 4(b), or cured by Seller (herein referred to as the "Deed");
(ii) A ▇▇▇▇ of Sale conveying all Personal Property to Buyer without recourse to Seller in substantially the same form as set forth in Exhibit E annexed hereto;
(iii) An original executed Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases in substantially the same form as set forth in Exhibit I attached hereto, provided Seller has not elected to make an adjustment for the security deposits at Closing;
(iv) Notice to all Tenants resolutions of the Property, duly executed by Seller, advising said Tenants board of the sale of the Property to Buyer and directing that all rents and other payments, as of the Closing Date, be sent to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided by Buyer;
(v) Seller's affidavit stating Seller's Federal taxpayer identification number and certifying that Seller is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder, pursuant to the Foreign Investment in Real Property Tax Act of 1980;
(vi) Original executed counterpart of an Assignment and Assumption of all Service Contracts in substantially the same form as set forth in Exhibit I attached hereto;
(vii) An affidavit of the party executing the Deed on behalf of Seller and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title to the Property and to execute, where necessary, and to deliver all of the Closing Documents referenced herein to Buyer in accordance with the terms and provisions of this Contract;
(viii) Properly executed transfer tax returnsdirectors and, to the extent required;
(ix) Keys , the stockholders of the Company evidencing approval, as applicable, of the Warrant Documents and other matters contemplated hereby and thereby; a certified copy of the By-laws of the Company; and certified copies of all documents evidencing other necessary corporate or other action and governmental approvals, if any, with respect to the Property;
(x) A current "Rent Roll" (as hereinafter defined) as of the Closing; and
(xi) An original executed counterpart Warrant Documents and other matters contemplated hereby or (to the extent lost or unavailable) an accurate and complete copy of each one of the Tenant Leases, which shall be delivered to Buyer at the Propertythereby.
(b) At Favorable opinions of Blank, Rome, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the ClosingCompany, Buyer shall deliver as to Seller all of the following:
(i) Payment of the Purchase Price as required by matters set forth in Exhibit 3.2(b), and as adjusted pursuant to the terms and provisions of this Contract;
(ii) An affidavit of the party executing this Contract on behalf of Buyer and an appropriate resolution such other matters as APT or certificate of Buyer, in form its counsel may reasonably satisfactory to Seller, stating that Buyer and any persons acting for or on behalf of Buyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder and to execute, where necessary, and to deliver all of the Closing Documents referenced herein in accordance with the terms and provisions of this Contract;
(iii) Original executed counterpart of Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases if Seller has not elected to make an adjustment for security deposits at Closing; and
(iv) Original executed counterpart of Assignment and Assumption of all Service Contractsrequest.
(c) It is understood A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the names of the officers of the Company authorized to sign, as applicable, this Agreement, the Warrant Documents and agreed that any other documents or certificates to be delivered pursuant hereto or thereby by the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii)Company, 9(a)(vi)as applicable, 9(b)(iii) and 9(b)(iv) shall contain an indemnity provision pursuant to which Seller will agree to indemnify Buyer and hold Buyer harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of their respective officers, together with the Tenant Leases pertaining to any period prior to the Closing Date or (ii) any claims arising out true signatures of any such officers. APT may conclusively rely on such certificates until they shall receive a further certificate of the Service Contracts pertaining to any period prior to Secretary or an Assistant Secretary of the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Seller's obligation to indemnify and hold harmless BuyerCompany, as hereinabove providedapplicable, shall not include any claim, loss, cost, liability cancelling or damages arising out amending the prior certificate and submitting the signatures of the condition of the Property (including without limitation, the environmental condition of the Property) or any portion thereof and that Buyer shall be responsible for all costs of repair, maintenance, environmental clean-up and replacement of the Properties and/or any portion thereof and shall not have any claim against Seller officers named in connection therewithsuch further certificate.
(d) It is understood An amendment, substantially in the form of Exhibit 3.2(d) attached hereto, to the Amended and agreed that Restated Registration Rights Agreement dated September 5, 1996 (as so amended, the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii"Registration Rights Agreement") and 9(b)(ivexecuted by the Company.
(e) shall contain an indemnity agreement pursuant to which Buyer will agree to indemnify Seller and hold Seller harmless A certificate from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any a duly authorized officer of the Tenant Leases Company stating that all conditions set forth in this Article 3 have been satisfied.
(f) Such other documents referenced in any Exhibit hereto or security deposits pertaining relating to any period after the Closing Date commencing with the Closing Date transactions contemplated by this Agreement as APT or (ii) any claims arising out of any of the Service Contracts pertaining to any period after the Closing Date commencing with the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Buyer shall indemnify and hold harmless Seller from and against any claim, loss, cost, liability and/or damages arising out of the condition of the Properties (including without limitation, the environmental condition of the Property) and/or any portion thereof regardless of when any such claim, loss, cost, liability or damages arises on, prior to or after the Closing Dateits counsel may reasonably request.
Appears in 1 contract
Sources: Warrant Agreement (Nco Group Inc)
Delivery at Closing. (a) At the Closing, Seller shall deliver to Buyer all of the following with respect to the each Property (the "Closing Documents"):
(i) A special warranty deedbargain and sale deed with covenants against grantor's acts (short form), in substantially the same form as set forth in Exhibit D E annexed hereto, conveying the Property to Buyer subject to the Permitted Exceptions and those exceptions listed on Schedule B of the Title Commitment which have not been objected to by Buyer or which have been objected to by Buyer and either been approved or, pursuant to the terms hereof, deemed approved by Buyer pursuant to paragraph 4(b), or cured by Seller (herein individually referred to as the "Deed" and collectively as the "Deeds");
(ii) A ▇▇▇▇ of Sale conveying all Personal Property to Buyer without recourse to Seller in substantially the same form as set forth in Exhibit E F annexed hereto;
(iii) The Tenant Leases;
(iv) An original executed Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases in substantially the same form as set forth in Exhibit I attached hereto, provided if Seller has not elected to make an adjustment for the security deposits at Closing;
(ivv) Notice to all Tenants of the Property, duly executed by Seller, advising said Tenants of the sale of the Property to Buyer and directing that all rents and other payments, as of the Closing Date, be sent to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided by Buyer;
(vvi) Seller's affidavit stating Seller's Federal taxpayer identification number and certifying that Seller is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder, pursuant to the Foreign Investment in Real Property Tax Act of 1980;
(vivii) Original executed counterpart of an Assignment and Assumption of all Service Contracts in substantially the same form as set forth in Exhibit I attached heretoContracts;
(viiviii) An affidavit of the party executing the Deed on behalf of Seller and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title to the Property and to execute, where necessary, and to deliver all of the Closing Documents referenced herein to Buyer in accordance with the terms and provisions of this Contract;
(viiiix) Properly executed transfer and gains tax returns, to the extent required;
(ixx) Keys to the Property;
(xxi) A current "Rent Roll" (as hereinafter defined) as of the Closing); and
(xixii) An original executed counterpart or (Certificates of Occupancy with respect to the extent lost or unavailable) an accurate and complete copy of each one of the Tenant LeasesProperties, which shall be delivered to Buyer at the Propertyif available.
(b) At the Closing, Buyer shall deliver to Seller all of the following:
(i) Payment of the Purchase Price as required by and as adjusted pursuant to the terms and provisions of this Contract;
(ii) An affidavit of the party executing this Contract on behalf of Buyer and an appropriate resolution or certificate of Buyer, in form reasonably satisfactory to Seller, stating that Buyer and any persons acting for or on behalf of Buyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder and to execute, where necessary, and to deliver all of the Closing Documents referenced herein in accordance with the terms and provisions of this Contracthereunder;
(iii) Original executed and acknowledged assumption agreement duly executed by Buyer with respect to the Loan Documents as required by paragraph 2(c) hereof; (iv) Original executed counterpart of Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases if Seller has not elected to make an adjustment for security deposits at Closing; and
(iv) Original executed counterpart of Assignment and Assumption of all Service Contracts.
(c) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity provision pursuant to which Seller will agree to indemnify Buyer and hold Buyer harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases pertaining to any period prior to the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period prior to the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Seller's obligation to indemnify and hold harmless Buyer, as hereinabove provided, shall not include any claim, loss, cost, liability or damages arising out of the condition of the Property (including without limitation, the environmental condition of the Property) or any portion thereof and that Buyer shall be responsible for all costs of repair, maintenance, environmental clean-up and replacement of the Properties and/or any portion thereof and shall not have any claim against Seller in connection therewith.
(d) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity agreement pursuant to which Buyer will agree to indemnify Seller and hold Seller harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases or security deposits pertaining to any period after the Closing Date commencing with the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period after the Closing Date commencing with the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Buyer shall indemnify and hold harmless Seller from and against any claim, loss, cost, liability and/or damages arising out of the condition of the Properties (including without limitation, the environmental condition of the Property) and/or any portion thereof regardless of when any such claim, loss, cost, liability or damages arises on, prior to or after the Closing Date.
Appears in 1 contract
Delivery at Closing. (a) At the Closing, Seller shall deliver to Buyer all of the following with respect to the Property (the "Closing Documents"):closing:
(i) A special warranty deedthe Stockholders shall deliver to TIGI certificates, duly endorsed or accompanied by stock powers duly executed in substantially the same form as set forth in Exhibit D annexed heretoblank, conveying the Property to Buyer subject to the Permitted Exceptions and those exceptions listed on Schedule B evidencing 100% of the Title Commitment which have not been objected to GSCI Shares owned by Buyer or which have been objected to by Buyer and either been approved or, pursuant to the terms hereof, deemed approved by Buyer pursuant to paragraph 4(b), or cured by Seller (herein referred to as the "Deed");Stockholders.
(ii) A ▇▇▇▇ of Sale conveying all Personal Property TIGI shall issue to Buyer without recourse to Seller in substantially the same form as set forth in Exhibit E annexed hereto;Stockholders, and deliver certificates evidencing, the TIGI Shares.
(iii) An original executed Assignment GSCI shall deliver to TIGI: (a) all corporate records of GSCI, including without limitation, corporate minute books (which shall contain copies of the Articles of Incorporation and Assumption Bylaws, as amended to the Closing), stock books, stock transfer books, corporate seals, contracts, licenses and sub-licenses, non-disclosure and confidentiality agreements, and such other corporate books and records as may be reasonably requested; and (b) copies of all Tenant Leases and security deposits made under the Tenant Leases in substantially the same form as set forth in Exhibit I attached hereto, provided Seller has not elected to make an adjustment for the security deposits at Closingresolutions by GSCI's Board of Directors authorizing this Agreement;
(iv) Notice TIGI shall deliver to all Tenants the Stockholders copies of the Property, duly executed resolutions by Seller, advising said Tenants TIGI's Board of the sale of the Property to Buyer and directing that all rents and other payments, as of the Closing Date, be sent to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided by Buyer;Directors authorizing this Agreement; and
(v) Seller's affidavit stating Seller's Federal taxpayer identification number the parties shall execute and certifying that Seller is not a foreign persondeliver such other instruments and documents, corporationif any, partnershipas may be required to effect the transactions contemplated herein. Upon execution of this Agreement, trust or estate as defined Stockholders are delivering in the Internal Revenue Code and Regulations thereunder, pursuant escrow to the Foreign Investment counsel to TIGI certificates evidencing the GSCI Shares duly endorsed in Real Property Tax Act of 1980;
(vi) Original executed counterpart of an Assignment blank, free and Assumption clear of all Service Contracts in substantially the same form as set forth in Exhibit I attached hereto;
(vii) An affidavit of the party executing the Deed on behalf of Seller claims and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title to the Property and to execute, where necessaryencumbrances, and TIGI is delivering in escrow to deliver all of counsel for Stockholders certificates evidencing the Closing Documents referenced herein to Buyer in accordance with TIGI Shares. Immediately after the terms and provisions of this Contract;
closing, (viiii) Properly executed transfer tax returns, to the extent required;
(ix) Keys to the Property;
(x) A current "Rent Roll" (as hereinafter defined) as of the Closing; and
(xi) An original executed counterpart or (to the extent lost or unavailable) an accurate and complete copy of each one of the Tenant Leases, which shall be delivered to Buyer at the Property.
(b) At the Closing, Buyer party's counsel shall deliver to Seller all of his client the following:
(i) Payment of the Purchase Price as required by and as adjusted pursuant to the terms and provisions of this Contract;
appropriate certificates (ii) An affidavit the transfer of the party executing this Contract GSCI Shares to TIGI shall be recorded on behalf the stock transfer records of Buyer GSCI and an appropriate resolution or certificate of Buyer, in form reasonably satisfactory to Seller, stating that Buyer and any persons acting for or on behalf of Buyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder and to execute, where necessary, and to deliver all of the Closing Documents referenced herein in accordance with the terms and provisions of this Contract;
(iii) Original executed counterpart the issuance of Assignment the TIGI Shares to the Stockholders shall be duly recorded on the stock transfer records of TIGI. The records and Assumption of all Tenant Leases and security deposits made under the Tenant Leases if Seller has not elected to make an adjustment for security deposits at Closing; and
(iv) Original executed counterpart of Assignment and Assumption of all Service Contracts.
(c) It is understood and agreed that the Assignment and Assumption Agreements instruments referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iiiclause (iii)(b) may be delivered in place and 9(b)(iv) shall contain an indemnity provision pursuant to which Seller will agree to indemnify Buyer and hold Buyer harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out become the property of or relate to (i) any claims arising out of any TIGI upon delivery of the Tenant Leases pertaining to other instruments described above without the need for any period prior to the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period prior to the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Seller's obligation to indemnify and hold harmless Buyer, as hereinabove provided, shall not include any claim, loss, cost, liability or damages arising out of the condition of the Property (including without limitation, the environmental condition of the Property) or any portion thereof and that Buyer shall be responsible for all costs of repair, maintenance, environmental clean-up and replacement of the Properties and/or any portion thereof and shall not have any claim against Seller in connection therewithphysical transfer.
(d) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity agreement pursuant to which Buyer will agree to indemnify Seller and hold Seller harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases or security deposits pertaining to any period after the Closing Date commencing with the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period after the Closing Date commencing with the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Buyer shall indemnify and hold harmless Seller from and against any claim, loss, cost, liability and/or damages arising out of the condition of the Properties (including without limitation, the environmental condition of the Property) and/or any portion thereof regardless of when any such claim, loss, cost, liability or damages arises on, prior to or after the Closing Date.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Teleservices Internet Group Inc)
Delivery at Closing. (a) At the Closing, Seller the parties hereto shall deliver to Buyer all of the following with respect to the Property (the "Closing Documents"):
(i) A special warranty deed, in substantially the same form as set forth in Exhibit D annexed hereto, conveying the Property to Buyer subject to the Permitted Exceptions take such actions and those exceptions listed on Schedule B of the Title Commitment which have not been objected to by Buyer or which have been objected to by Buyer execute and either been approved or, pursuant to the terms hereof, deemed approved by Buyer pursuant to paragraph 4(b)deliver, or cured by Seller (herein referred cause to as the "Deed");
(ii) A ▇▇▇▇ of Sale conveying all Personal Property to Buyer without recourse to Seller in substantially the same form as set forth in Exhibit E annexed hereto;
(iii) An original be executed Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases in substantially the same form as set forth in Exhibit I attached heretodelivered, provided Seller has not elected to make an adjustment for the security deposits at Closing;
(iv) Notice to all Tenants of the Property, duly executed by Seller, advising said Tenants of the sale of the Property to Buyer and directing that all rents such agreements and other payments, documents and instruments as of are necessary or appropriate to effect the Closing Date, be sent to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided transactions contemplated by Buyer;
(v) Seller's affidavit stating Seller's Federal taxpayer identification number and certifying that Seller is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder, pursuant to the Foreign Investment in Real Property Tax Act of 1980;
(vi) Original executed counterpart of an Assignment and Assumption of all Service Contracts in substantially the same form as set forth in Exhibit I attached hereto;
(vii) An affidavit of the party executing the Deed on behalf of Seller and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title to the Property and to execute, where necessary, and to deliver all of the Closing Documents referenced herein to Buyer Agreement in accordance with the terms and provisions of this Contract;
(viii) Properly executed transfer tax returnsits terms, to the extent required;
(ix) Keys to the Property;
(x) A current "Rent Roll" (as hereinafter defined) as of the Closing; and
(xi) An original executed counterpart or (to the extent lost or unavailable) an accurate and complete copy of each one of the Tenant Leasesincluding, which shall be delivered to Buyer at the Property.
(b) At the Closing, Buyer shall deliver to Seller all of the following:
(i) Payment each Shareholder shall execute and deliver to SST a Shareholder Representation Letter in the form of the Purchase Price as required by and as adjusted pursuant to the terms and provisions of this ContractExhibit C;
(ii) An affidavit each Shareholder shall execute and deliver to SST a Purchaser Questionnaire in the form of the party executing this Contract on behalf of Buyer and an appropriate resolution or certificate of Buyer, in form reasonably satisfactory to Seller, stating that Buyer and any persons acting for or on behalf of Buyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder and to execute, where necessary, and to deliver all of the Closing Documents referenced herein in accordance with the terms and provisions of this ContractExhibit D;
(iii) Original each of SST, the Escrow Agent, the Shareholders' Representative and the Shareholders shall have entered into an Escrow Agreement in the form of Exhibit E (the "Escrow Agreement");
(iv) each of SST and the Shareholders shall have entered into a Registration Rights Agreement in the Form of Exhibit F;
(v) the Secretary of the Company shall deliver to SST: (A) an executed counterpart certificate pursuant to which the Secretary represents and warrants to SST that attached to such certificate are (i) resolutions duly adopted by the Board of Assignment Directors of the Company authorizing and Assumption approving the Transactions contemplated by this Agreement; (ii) a true and correct copy of the Articles of Incorporation of the Company; and (iii) a true and correct copy of the Bylaws of the Company, and (B) an executed certificate as to the incumbency of the officers of the Company authorized to execute this Agreement;
(vi) The Chief Executive Officer of the Company shall execute and deliver to SST a certificate setting forth that (A) each of the representations and warranties made by the Company in this Agreement are true and correct in all Tenant Leases respects as of the date of this Agreement and security deposits made under are true and correct in all respects as of the Tenant Leases if Seller Closing Date, (B) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has not elected to make an adjustment for security deposits at Closingbeen duly complied with and performed in all respects; and
(ivvii) Original executed counterpart the officers and directors of Assignment the Company shall resign from their positions as officers and Assumption directors of all Service Contractsthe Company and shall deliver to SST letters to such effect.
(cviii) It is understood and agreed that the Assignment and Assumption Agreements referred Shareholders shall deliver to above in paragraphs 9(a)(iii)SST the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, 9(a)(vi), 9(b)(iiiduly endorsed (or accompanied by duly executed stock powers) and 9(b)(iv) shall contain an indemnity provision pursuant to which Seller will agree to indemnify Buyer and hold Buyer harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to with signatures (i) any claims arising out of any guaranteed by a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Tenant Leases pertaining to any period prior to the Closing Date Securities Transfer Agent's Medallion Program, or (ii) any claims arising out of any otherwise notorized by a Notary Public, and the respective spouses of the Service Contracts pertaining to Shareholders shall deliver any period prior to the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand required Spousal Consents; and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Seller's obligation to indemnify and hold harmless Buyer, as hereinabove provided, SST shall not include any claim, loss, cost, liability or damages arising out deliver within thirty (30) days of the condition of the Property (including without limitation, the environmental condition of the Property) or any portion thereof and that Buyer shall be responsible for all costs of repair, maintenance, environmental clean-up and replacement of the Properties and/or any portion thereof and shall not have any claim against Seller in connection therewith.
(d) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity agreement pursuant to which Buyer will agree to indemnify Seller and hold Seller harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases or security deposits pertaining to any period after the Closing Date commencing the SST Common Stock in accordance with Section 1.2 and shall make the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period after the Closing Date commencing with the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Buyer shall indemnify and hold harmless Seller from and against any claim, loss, cost, liability and/or damages arising out of the condition of the Properties (including without limitation, the environmental condition of the Property) and/or any portion thereof regardless of when any such claim, loss, cost, liability or damages arises on, prior to or after the Closing Datecash payments specified in Section 1.2(a).
Appears in 1 contract
Sources: Stock Purchase Agreement (Silicon Storage Technology Inc)
Delivery at Closing. (a) At the Closing, Seller shall deliver to Buyer all of the following with respect to the Property (the "Closing Documents"):
(i) A special warranty deed, in substantially the same form as set forth in Exhibit D annexed hereto, conveying the Property to Buyer subject to the Permitted Exceptions and those exceptions listed on Schedule B of the Title Commitment which have not been objected to by Buyer or which have been objected to by Buyer and either been approved or, pursuant to the terms hereof, deemed approved by Buyer pursuant to paragraph 4(b), or cured by Seller (herein referred to as the "Deed");
(ii) A ▇▇▇▇ of Sale conveying all Personal Property to Buyer without recourse to Seller in substantially the same form as set forth in Exhibit E annexed hereto;
(iii) An original executed Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases in substantially the same form as set forth in Exhibit I attached hereto, provided Seller has not elected to make an adjustment for the security deposits at Closing;
(iv) Notice to all Tenants of the Property, duly executed by Seller, advising said Tenants of the sale of the Property to Buyer and directing that all rents and other payments, as of the Closing Date, be sent to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided by Buyer;
(v) Seller's affidavit stating Seller's Federal taxpayer identification number and certifying that Seller is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder, pursuant to the Foreign Investment in Real Property Tax Act of 1980;
(vi) Original executed counterpart of an Assignment and Assumption of all Service Contracts in substantially the same form as set forth in Exhibit I attached hereto;
(vii) An affidavit of the party executing the Deed on behalf of Seller and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title to the Property and to execute, where necessary, and to deliver all of the Closing Documents referenced herein to Buyer in accordance with the terms and provisions of this Contract;
(viii) Properly executed transfer tax returns, to the extent required;
(ix) Keys to the Property;
(x) A current "Rent Roll" (as hereinafter defined) effective as of the Closing; and
(xi) An original , the parties hereto shall take such actions and execute and deliver, or cause to be executed counterpart and delivered, such agreements and other documents and instruments as are necessary or (appropriate to effect the extent lost or unavailable) an accurate and complete copy of each one of the Tenant Leasestransactions contemplated by this Agreement in accordance with its terms, which shall be delivered to Buyer at the Property.
(b) At the Closing, Buyer shall deliver to Seller all of including the following:
(i) Payment The Secretary of the Purchase Price as required by and as adjusted Company shall deliver to Tarantella: (A) an executed certificate substantially in the form of Exhibit D, pursuant to which the terms Secretary represents and provisions warrants to Tarantella (i) that attached to such certificate are (A) resolutions duly adopted by the Board of Directors of the Company and the Shareholders of the Company authorizing and approving the Transaction contemplated by this ContractAgreement (the authorization of the Shareholders being substantially in the form of Exhibit K); and (B) a true and correct copy of the Articles of Incorporation of the Company; and (ii) as the incumbency of the officers of the Company authorized to execute this Agreement;
(ii) An affidavit The Chief Executive Officer of the party executing Company and each of the Shareholders shall execute and deliver to Tarantella a certificate (a “Closing Certificate”) in the form of Exhibit E (with respect to the Company) and Exhibit F (with respect to the Shareholders), setting forth that (A) each of the representations and warranties made by the Company and the Shareholders in this Contract on behalf Agreement are true and correct as of Buyer the date of this Agreement and an appropriate resolution or certificate of Buyer, are true and correct in form reasonably satisfactory to Seller, stating that Buyer and any persons acting for or on behalf of Buyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder and to execute, where necessary, and to deliver all material respects as of the Closing Documents referenced herein Date, (B) each of the covenants and obligations that the Company and the Shareholders are required to have complied with or performed pursuant to this Agreement at or prior to the Closing has been duly complied with and performed in accordance with the terms and provisions of this Contractall material respects;
(iii) Original executed counterpart The officers and directors of Assignment the Company shall resign from their positions as officers and Assumption directors of all Tenant Leases the Company and security deposits made under shall deliver to Tarantella letters substantially in the Tenant Leases if Seller has not elected form of Exhibit G to make an adjustment for security deposits at Closing; andsuch effect;
(iv) Original The Shareholders shall deliver to Tarantella (A) the stock certificates representing one hundred percent (100%) of the outstanding shares of Company Capital Stock, duly endorsed (or accompanied by duly executed counterpart stock powers) and with signatures notarized by a Notary Public, and (B) any required Spousal Consent, executed by the Shareholder’s spouse, if any, in the form of Assignment Exhibit J.
(v) This Agreement and Assumption the transactions it contemplates shall have been approved and adopted by such vote of the holders of the outstanding shares of the Company’s Capital Stock entitled to vote thereon as is required to approve such transactions, and shall have otherwise been approved as required by law and the charter documents of the Company;
(vi) The parties hereto shall have entered into the Escrow Agreement and such agreement shall remain in full force and effect;
(vii) The Company shall register, record and/or file any and all necessary documents and shall take any and all necessary actions with the required Governmental Bodies to transfer record ownership of all Service Contracts.Company Assets (as defined in Exhibit A) to Tarantella;
(cviii) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii)Tarantella shall have received such other documents, 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity provision pursuant to which Seller will agree to indemnify Buyer and hold Buyer harmless from and against any loss, cost, liability instruments or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any certificates as Tarantella may reasonably request of the Tenant Leases pertaining to any period prior to Company or the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period prior to the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Seller's obligation to indemnify and hold harmless Buyer, as hereinabove provided, shall not include any claim, loss, cost, liability or damages arising out of the condition of the Property (including without limitation, the environmental condition of the Property) or any portion thereof and that Buyer shall be responsible for all costs of repair, maintenance, environmental clean-up and replacement of the Properties and/or any portion thereof and shall not have any claim against Seller in connection therewithShareholders.
(d) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity agreement pursuant to which Buyer will agree to indemnify Seller and hold Seller harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases or security deposits pertaining to any period after the Closing Date commencing with the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period after the Closing Date commencing with the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Buyer shall indemnify and hold harmless Seller from and against any claim, loss, cost, liability and/or damages arising out of the condition of the Properties (including without limitation, the environmental condition of the Property) and/or any portion thereof regardless of when any such claim, loss, cost, liability or damages arises on, prior to or after the Closing Date.
Appears in 1 contract
Delivery at Closing. (ai) At the Closing, Seller shall deliver or cause to Buyer be delivered the following at the Closing:
a) One or more bills of sale or assignments covering the Assets in form and substance satisfactory to counsel for Buyer; and
b) A certified copy of a resolution approving the sale of the Assets adopted by the shareholders of Seller in such form as is acceptable to Buyer; and
c) A certified copy of the written consent of all of the following with respect to Directors of Seller approving the Property (sale of the "Closing Documents"):
(i) A special warranty deed, Assets in substantially the same such form as set forth in Exhibit D annexed heretois acceptable to Buyer; and
d) The Stock Option Agreements, conveying the Property to Buyer subject to the Permitted Exceptions and those exceptions listed on Schedule B of the Title Commitment which have not been objected to by Buyer or which have been objected to by Buyer and either been approved or, pursuant to the terms hereof, deemed approved by Buyer pursuant to paragraph 4(b), or cured by Seller (herein referred to as the "Deed");
(ii) A ▇▇▇▇ of Sale conveying all Personal Property to Buyer without recourse to Seller in substantially the same form as set forth in Exhibit E annexed hereto;
(iii) An original executed Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases in substantially the same form as set forth in Exhibit I attached hereto, provided Seller has not elected to make an adjustment for the security deposits at Closing;
(iv) Notice to all Tenants of the PropertyEscrow Agreement, duly executed by Sellerthe parties thereto; and
e) Such other documents or certificates as are required as conditions precedent to the obligations of Buyer under Paragraph 7, advising said Tenants or as may be reasonably required by counsel for Buyer to place Buyer in actual possession and operating control of the sale of the Property to Buyer and directing that all rents and other payments, as of the Closing Date, be sent to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided by Buyer;
(v) Seller's affidavit stating Seller's Federal taxpayer identification number and certifying that Seller is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder, Assets pursuant to the Foreign Investment in Real Property Tax Act of 1980;
(vi) Original executed counterpart of an Assignment and Assumption of all Service Contracts in substantially the same form as set forth in Exhibit I attached hereto;
(vii) An affidavit of the party executing the Deed on behalf of Seller and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title to the Property and to execute, where necessary, and to deliver all of the Closing Documents referenced herein to Buyer in accordance with the terms and provisions of this Contract;
(viii) Properly executed transfer tax returns, to the extent required;
(ix) Keys to the Property;
(x) A current "Rent Roll" (as hereinafter defined) as of the Closing; and
(xi) An original executed counterpart or (to the extent lost or unavailable) an accurate and complete copy of each one of the Tenant Leases, which shall be delivered to Buyer Agreement. The Seller at the Property.
(b) At the Closing, Buyer shall deliver to Seller all of the following:
(i) Payment of the Purchase Price as required by and as adjusted pursuant to the terms and provisions of this Contract;
(ii) An affidavit of the party executing this Contract on behalf of Buyer and an appropriate resolution or certificate of Buyer, in form reasonably satisfactory to Seller, stating that Buyer and any persons acting for or on behalf of Buyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder and to execute, where necessary, and to deliver all of the Closing Documents referenced herein in accordance with the terms and provisions of this Contract;
(iii) Original executed counterpart of Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases if Seller has not elected to make an adjustment for security deposits at Closing; and
(iv) Original executed counterpart of Assignment and Assumption of all Service Contracts.
(c) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity provision pursuant to which Seller will agree to indemnify Buyer and hold Buyer harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases pertaining to any period prior to the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period prior to the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Seller's obligation to indemnify and hold harmless Buyer, as hereinabove provided, shall not include any claim, loss, cost, liability or damages arising out of the condition of the Property (including without limitation, the environmental condition of the Property) or any portion thereof and that Buyer shall be responsible for all costs of repair, maintenance, environmental clean-up and replacement of the Properties and/or any portion thereof and shall not have any claim against Seller in connection therewith.
(d) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity agreement pursuant to which Buyer will agree to indemnify Seller and hold Seller harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases or security deposits pertaining to any period after the Closing Date commencing with the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period after the Closing Date commencing with the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Buyer shall indemnify and hold harmless Seller from and against any claim, loss, cost, liability and/or damages arising out of the condition of the Properties (including without limitation, the environmental condition of the Property) and/or any portion thereof regardless of when any such claim, loss, cost, liability or damages arises on, prior to time before or after the Closing Date, will execute, acknowledge, and deliver any further deeds, assignments, conveyances, and other assurances, documents, and instruments of transfer, reasonably requested by Buyer, and will take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying, and confirming to Buyer, or reducing to possession, any or all property to be conveyed and transferred under this Agreement. If requested by Buyer, the Seller further agrees at Buyer's expense to prosecute or otherwise enforce in its own name for the benefit of Buyer any claims, rights, or benefits that are transferred to Buyer under this Agreement and that require prosecution or enforcement in the Seller's name. Simultaneously with the consummation of the transfer, the Seller through its officers, agents, and employees, will put Buyer into full possession and enjoyment of all properties and Assets to be conveyed and transferred by this Agreement.
ii) Buyer shall deliver or cause to be delivered to Seller the following at the Closing:
a) A duly executed Promissory Note in the amount of Eight Hundred Twenty-nine Thousand Nine Hundred Seventy-eight and 39/100 Dollars ($829,978.39); and
b) To Escrow Agent, stock certificates evidencing the Escrow Stock and such other documents and certificates as are required to issue to Seller and placed into escrow One Million One Hundred Thousand (1,100,000) shares of Common Stock of Buyer; and
c) To Seller, stock certificates evidencing the ECAR Shares and such other documents and certificates as are required to issue to Seller Two Million Seven Hundred Thousand (2,700,000) shares of Common Stock of Buyer; and
d) A certified copy of the written consent of all of the Directors or a certified copy of the minutes of a meeting of the Board of Directors of Buyer approving the purchase of the Assets and the issuance of the Stock in such form as is acceptable to Seller; and
e) The Employment Agreements, Escrow Agreement and Security Agreement (together with any required UCC-1 Financing Statements) duly executed by the parties thereto; and
f) Such other documents and certificates as are required as conditions precedent to the obligations of Seller under Paragraph 8, or as may be reasonably required by counsel for Seller.
Appears in 1 contract
Delivery at Closing. (a) At To effect the Closingpurchase and sale of Series B Convertible Preferred Stock pursuant to this Agreement and the delivery of the consideration for such purchase and sale, Seller shall the parties to this Agreement will, on the Closing Date, deliver the following:
2.5.1 The Company will deliver to Buyer all of the following with respect to the Property (the "Closing Documents"):Purchaser:
(i) A special warranty deedone or more stock certificates representing the appropriate number of shares of Series B Convertible Preferred Stock, registered in substantially the same form as set forth in Exhibit D annexed hereto, conveying the Property to Buyer subject to the Permitted Exceptions and those exceptions listed on Schedule B of the Title Commitment which have not been objected to by Buyer or which have been objected to by Buyer and either been approved or, pursuant to the terms hereof, deemed approved by Buyer pursuant to paragraph 4(b), or cured by Seller (herein referred to as the "Deed")names Purchaser shall specify;
(ii) A ▇▇▇▇ of Sale conveying all Personal Property to Buyer without recourse to Seller in substantially the same form as set forth in Exhibit E annexed heretoClosing Warrant;
(iii) An original a certificate (dated the Closing Date and in form and substance reasonably satisfactory to Purchaser) executed Assignment and Assumption on behalf of all Tenant Leases and security deposits made under the Tenant Leases in substantially Company (a) certifying as to the same form as fulfillment of the conditions set forth in Exhibit I attached hereto, provided Seller has not elected Article 5 hereof applicable to make an adjustment for such Closing and (b) certifying as to the security deposits at Closingamounts payable to fund the redemption of the outstanding shares of Series A Convertible Preferred Stock in accordance with the Notice of Redemption;
(iv) Notice to all Tenants a certificate of the Property, duly executed by Seller, advising said Tenants Secretary of the sale Company, certifying as to the adoption by the Board of Directors of the Property to Buyer and directing that all rents and other paymentsCompany, as of dated the Closing Date, be sent Date and in form and substance reasonably satisfactory to Buyer (or, if Buyer shall so direct, to Buyer's Agent) at the address to be provided by BuyerPurchaser;
(v) Seller's affidavit stating Seller's Federal taxpayer identification number and certifying that Seller is not a foreign person, corporation, partnership, trust or estate as defined in cross-receipt for the Internal Revenue Code and Regulations thereunder, pursuant to purchase price paid for the Foreign Investment in Real Property Tax Act of 1980shares purchased at the Closing;
(vi) Original executed counterpart a certificate of an Assignment and Assumption good standing with respect to the Company issued by the Secretary of all Service Contracts in substantially the same form Commonwealth of Massachusetts dated as set forth in Exhibit I attached hereto;of a date not more than five (5) Business Days prior to the Closing Date; and
(vii) An affidavit an opinion of the party executing the Deed on behalf of Seller and an appropriate resolution or certificate of Seller stating that Seller and any persons acting for or on behalf of Seller are authorized and empowered to make this Contract and to perform all obligations on Seller's part to be performed hereunder and to convey title Good▇▇▇, ▇▇octer & Hoar ▇▇▇, counsel to the Property and Company addressed to executethe Purchaser, where necessarydated the Closing Date, and in form and substance reasonably satisfactory to Purchaser.
2.5.2 Purchaser will deliver all of the Closing Documents referenced herein to Buyer in accordance with the terms and provisions of this Contract;
(viii) Properly executed transfer tax returns, to the extent required;
(ix) Keys to the Property;
(x) A current "Rent Roll" (as hereinafter defined) as of the Closing; and
(xi) An original executed counterpart or (to the extent lost or unavailable) an accurate and complete copy of each one of the Tenant Leases, which shall be delivered to Buyer at the Property.
(b) At the Closing, Buyer shall deliver to Seller all of the followingCompany:
(i) Payment payment of the Purchase Price as required aggregate purchase price for the Series B Convertible Preferred Stock to be purchased by and as adjusted pursuant Purchaser at the Closing by wire transfer of immediately available funds to an account designated by the terms and provisions of this Contract;Company; and
(ii) An affidavit of a cross-receipt for the party executing this Contract on behalf of Buyer and an appropriate resolution or certificate of Buyer, in form reasonably satisfactory to Seller, stating that Buyer and any persons acting stock certificate(s) for or on behalf of Buyer are authorized and empowered to make this Contract and to perform all obligations on Buyer's part to be performed hereunder and to execute, where necessary, and to deliver all of the Closing Documents referenced herein in accordance with shares purchased at the terms and provisions of this Contract;
(iii) Original executed counterpart of Assignment and Assumption of all Tenant Leases and security deposits made under the Tenant Leases if Seller has not elected to make an adjustment for security deposits at Closing; and
(iv) Original executed counterpart of Assignment and Assumption of all Service Contracts.
(c) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity provision pursuant to which Seller will agree to indemnify Buyer and hold Buyer harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases pertaining to any period prior to the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period prior to the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Seller's obligation to indemnify and hold harmless Buyer, as hereinabove provided, shall not include any claim, loss, cost, liability or damages arising out of the condition of the Property (including without limitation, the environmental condition of the Property) or any portion thereof and that Buyer shall be responsible for all costs of repair, maintenance, environmental clean-up and replacement of the Properties and/or any portion thereof and shall not have any claim against Seller in connection therewith.
(d) It is understood and agreed that the Assignment and Assumption Agreements referred to above in paragraphs 9(a)(iii), 9(a)(vi), 9(b)(iii) and 9(b)(iv) shall contain an indemnity agreement pursuant to which Buyer will agree to indemnify Seller and hold Seller harmless from and against any loss, cost, liability or damages (including reasonable attorneys' fees) which result from, arise out of or relate to (i) any claims arising out of any of the Tenant Leases or security deposits pertaining to any period after the Closing Date commencing with the Closing Date or (ii) any claims arising out of any of the Service Contracts pertaining to any period after the Closing Date commencing with the Closing Date, respectively. Notwithstanding the foregoing, the parties hereto hereby understand and agree that Buyer is purchasing the Properties on an "as is" basis and therefore Buyer shall indemnify and hold harmless Seller from and against any claim, loss, cost, liability and/or damages arising out of the condition of the Properties (including without limitation, the environmental condition of the Property) and/or any portion thereof regardless of when any such claim, loss, cost, liability or damages arises on, prior to or after the Closing Date.
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