Requirements for Closing. ▇▇▇▇▇ and ▇▇▇▇▇▇ agree to execute all documents considered necessary to convey the interest in the Yacht from the Seller to the Buyer or its assigns. Seller represents and warrants that it will transfer to Buyer good and marketable title to the Yacht, free and clear of all debts, claims, maritime or common law liens, security interests, encumbrances, excise taxes, and any other applicable taxes, customs’ duties, or tariffs due to any state, country, regulatory and/or taxing authority of any kind whatsoever (collectively, “Encumbrances”). Not less than two (2) business days before Closing, Seller shall deliver to Buyer (a) satisfactory evidence of good and marketable title to the Yacht, (b) accurate payoff amounts for removal of all Encumbrances, (c) if Seller is a legal entity, a personal guaranty and indemnification from Seller’s beneficial owner(s) guaranteeing Seller’s representations and warranties in this Agreement, and (d) copies of any other documents necessary for transfer of good and marketable title to Buyer. Seller shall cooperate fully to obtain any authorization for sale required from any governing authority. Any party which is a legal entity will provide to the other prior to Closing (i) proof that it is in good standing under the laws of the State or other jurisdiction under which the entity has been formed, (ii) a consent action or resolution demonstrating the entity’s duly authorized decision to purchase or sell the Yacht as well as the authority of the individual delivering or accepting the Yacht and/or executing this PSA and/or purchase and sales documents, (iii) as to Seller, its wire transfer information.
Appears in 4 contracts
Sources: Auction Purchase and Sale Agreement, Auction Purchase and Sale Agreement, Auction Purchase and Sale Agreement