Final Closing Project Documents Sample Clauses

Final Closing Project Documents. At the Final Closing, the Parties and the other parties, as applicable, indicated below will enter into the following agreements: (a) The GWCCA and StadCo will enter into a license agreement substantially in the form attached hereto as Exhibit C (the “Stadium License and Management Agreement” or “Stadium License Agreement”), pursuant to which the GWCCA will license the NSP to StadCo. (b) The GWCCA and StadCo will enter into a site coordination agreement (the “Site Coordination Agreement”) in form satisfactory to the GWCCA and StadCo to address, among other matters therein, certain logistical issues for coordinating: (i) operations of the NSP; (ii) parking operations on the NSP Site and GWCCA lots and deck parking facilities; (iii) use and/or access to the GWCCA’s streets, facilities and other public spaces and infrastructure (collectively, the “GWCCA Campus”) and (iv) advertising and sponsorships on the NSP Site and the GWCCA Campus. (c) The Club will execute a guaranty agreement substantially in the form attached hereto as Exhibit D-1 for the benefit of the GWCCA (the “GWCCA Club Guaranty Agreement”), pursuant to which the Club will guarantee all obligations of StadCo pursuant to the Project Documents. (d) The Club will execute a guaranty agreement substantially in the form attached hereto as Exhibit D-2 for the benefit of Invest Atlanta (the “Invest Atlanta Club Guaranty Agreement”), pursuant to which the Club will guarantee all obligations of StadCo pursuant to the Project Documents. (e) The GWCCA and StadCo will enter into an intellectual property license agreement (the “GWCCA Intellectual Property License Agreement”) in form satisfactory to the GWCCA and StadCo that will provide for the licensing of certain intellectual property rights relating to the NSP. (f) Invest Atlanta, the City and StadCo will enter into an intellectual property license agreement substantially in the form satisfactory to Invest Atlanta and StadCo (the “Invest Atlanta Intellectual Property License Agreement”) that provides for the licensing of certain intellectual property rights relating to the NSP. (g) StadCo and the Club will enter into a sublicense agreement (the “Club Sublicense Agreement”), pursuant to which StadCo will sublicense certain of its rights to the NSP to the Club on substantially identical terms as the Stadium License Agreement and for a term which shall be coterminous with the term of the Stadium License Agreement. (h) The GWCCA, Invest Atlanta and the Club wi...
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Related to Final Closing Project Documents

  • Seller’s Closing Documents On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:

  • Buyer’s Closing Obligations At the Closing, Buyer shall:

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Seller’s Closing Obligations On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items: (a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions; (b) A ▇▇▇▇ of sale in the form attached hereto as Exhibit C (the “▇▇▇▇ of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property; (c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits; (d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits; (e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants; (f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so; (g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended; (h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property; (i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are not prohibited by this Agreement, including but not limited to updates to the Lease Schedule, Schedule of Service Contracts and Arrearage Schedule as set forth in Section 9.1(b)); (j) An Affidavit of Title in form and substance reasonably satisfactory to the Title Company; and (k) A counterpart original of an operating agreement in the form of Exhibit L attached to this Agreement, duly executed by Seller or an affiliate of Seller (the “Operating Agreement”).

  • Project Closeout a. Participate in final inspection to prepare punch lists for project contractor to correct and/or to complete listed items. Verify that items on punch lists have been completed successfully assist COUNTY Project Manager or designee to determine completion date and coordinate project close out. a. Coordinate the preparation, acceptance and distribution of project closeout documents in accordance with COUNTY Project Manager or designee procedures to clients.