Exchange of Closing Documents. (a) The parties shall exchange drafts of all documents to be delivered at the Closing (other than the Closing Statement) at least ten days prior to the Closing Date. (b) Subject to Section 2.10 and Section 7.3, at the Closing, the Seller shall deliver to the Buyer the following (with such documents set forth below in form and substance reasonably satisfactory to the Buyer): (i) special or limited warranty deeds conveying the Owned Real Property; (ii) bills of sale, assignments and other instruments of transfer sufficient to convey to the Buyer all of the Seller's right, title, and interest in and to the remaining Assets; (iii) a certificate executed by an appropriate officer of the Seller attesting, to the officer's best Knowledge, to the Seller's compliance with the conditions set forth in Section 9.3(b); (iv) estoppel certificates executed by the lessors of the Leased Facilities, to the extent the Seller can obtain such certificate using reasonable efforts and without the payment of any fees to such lessor; (v) a limited power of attorney, to be mutually agreed upon by the Seller and the Buyer, to execute assignment of collateral in the name of the Seller; and (vi) the Closing Statement; (vii) the Seller's keys to the safe deposit boxes and all other records as exist and are in the Seller's possession or control related to the safe deposit box business at the Financial Centers; (viii) the Seller's files and records related to the Loans, the Loan Instruments and the collateral for the Loans as exist and are in the possession or control of the Seller; (ix) the Seller's records related to the Deposits (other than Deposit history information) assumed by the Buyer as exist and are in the possession or control of the Seller; (x) the cash on hand at the Financial Centers, including ATM Service Facilities' cash, vault cash and tellers' cash; (xi) such other Assets to be purchased as shall be capable of physical delivery; and (xii) a certified copy of a resolution of the Board of Directors of the Seller approving the transactions contemplated by this Agreement. (c) Subject to Section 2.10 and Section 6.5, at the Closing, the Buyer shall deliver to the Seller the following documents in form and substance reasonably satisfactory to the Seller: (i) one or more executed assignment and assumption documents and/or subleases of the Real Property Leases and Ground Lease; (ii) one or more executed instruments assuming the remaining Liabilities; (iii) a certificate executed by an appropriate officer of the Buyer attesting, to the officer's best Knowledge, to the Buyer's compliance with the conditions set forth in Section 9.4(b); and (iv) a certified copy of a resolution of the Board of Directors of the Buyer approving the transactions contemplated by this Agreement.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (R&g Financial Corp)
Exchange of Closing Documents. (a) The parties shall exchange drafts of all documents to be delivered at the Closing (other than the Closing Statement) at least ten days prior to the Closing Date.
(b) Subject to Section 2.10 and Section 7.3, at At the Closing, the Seller shall deliver to the Buyer Buyer, in addition to any and all keys, security codes, combinations, or other access control devices, the following (with such documents set forth below in form and substance reasonably satisfactory to the Buyerparties and their respective counsel):
(i) a special or limited warranty deeds deed conveying all of Seller’s right, title and interest in and to the Owned Real PropertyProperty to the Buyer, free and clear of all encumbrances and liens (other than the Permitted Encumbrances), in forms to be reasonably agreed upon by the Buyer and the Seller and such other customary transactional documents for sales of property similar to the Owned Real Property as may be reasonably required by the Seller or the Buyer or the Buyer’s title insurance provider (but only to the extent such documentation required by the title insurance provider is necessary to allow the provider to issue a title insurance policy in the form required by the terms of this Agreement), including, but not limited to, a seller’s/owner’s affidavit, Georgia Transfer Tax Declaration, affidavit of Seller’s residence, and Certificate of Non-Foreign Status;
(ii) bills of sale, assignments assignments, and other instruments of transfer sufficient to convey to the Buyer all of the Seller's ’s right, title, and interest in and to the remaining Assets;
(iii) a certificate executed by an appropriate officer of the Seller attesting, to the officer's best Knowledge, attesting to the Seller's ’s compliance with the conditions set forth in Section Sections 9.3(b)) and 9.3(c) hereof;
(iv) estoppel certificates executed by the lessors of the Leased Facilities, to the extent the Seller can obtain such certificate using reasonable efforts and without the payment of any fees to such lessor;
(v) a limited power of attorney, to be mutually agreed upon by the Seller and the Buyer, attorney to execute assignment of collateral held under the Loans in the name of the Seller; and;
(viv) the Closing Statement;
(vi) the Settlement Payment, if the formula provided in Section 3.1 results in a negative number;
(vii) the Seller's ’s keys to the safe deposit boxes and all other contents and records as exist and are in the Seller's ’s possession or control related to the safe deposit box business at the Financial CentersBranches;
(viii) the Seller's ’s files and records related to the Loans, the Loan Instruments Instruments, and the collateral for the Loans as exist and are in the possession or control of the Seller;
(ix) the Seller's ’s records related to the Deposits (other than Deposit history information) assumed by the Buyer as exist and are in the possession or control of the Seller;
(x) the cash on hand at the Financial CentersBranches, including each ATM Service Facilities' Location’s cash (but excluding vendor-serviced ATM cash), vault cash, vault cash and tellers' ’ cash;
(xi) such other Assets to be purchased as shall be capable of physical delivery; and;
(xii) a certified copy of a resolution of the Board of Directors of the Seller approving the transactions contemplated by this Agreement; and
(xiii) such other documents, instruments and certificates as may be reasonably requested by Buyer to purchase the Assets and assume the Liabilities as contemplated in this Agreement.
(cb) Subject to Section 2.10 and Section 6.5, at At the Closing, the Buyer shall deliver to the Seller the following documents in form and substance reasonably satisfactory to the Sellerparties hereto: :
(i) one or more executed assignment and assumption documents and/or subleases of instruments assuming the Real Property Leases and Ground LeaseLiabilities;
(ii) one or more executed instruments assuming the remaining LiabilitiesSettlement Payment, if the formula provided in Section 3.21 results in a positive number;
(iii) a certificate executed by an appropriate officer of the Buyer attesting, to the officer's best Knowledge, attesting to the Buyer's ’s compliance with the conditions set forth in Section Sections 9.4(b); and) and 9.4(c) hereof;
(iv) a certified copy of a resolution of the Board of Directors of the Buyer approving the transactions contemplated by this Agreement; and
(v) such other documents, instruments and certificates as may be reasonably requested by Seller to sell the Assets and transfer the Liabilities as contemplated in this Agreement.
Appears in 1 contract
Sources: Purchase and Assumption Agreement (Community Bankers Trust Corp)