Closing Deliveries of Buyer (i) Buyer and Target shall have entered into the Sellers’ Release and such release shall be in full force and effect as of the Closing: (ii) Buyer shall have executed and delivered to Sellers the Promissory Note(s), and such notes shall be in full force and effect as of the Closing; (iii) Buyer shall have entered into the Security Agreement, and such agreement shall be in full force and effect as of the Closing; (iv) Buyer shall have entered into the Sellers’ Non-Competition Agreement, and such agreement shall be in full force and effect as of the Closing; (v) Target shall have entered into ▇▇. ▇▇▇▇▇▇▇’▇ Employment Agreement, and such agreement shall be in full force and effect as of the Closing; (vi) Intentionally omitted; (vii) Intentionally omitted; (viii) Buyer shall have obtained from ACF ▇▇▇▇▇ I, LP and Jax Legacy Investments I, LLC (“Buyer’s Lenders”) a consent to the transactions contemplated by this Agreement including (A) the acquisition of Target, (B) the issuance of the Promissory Notes by Buyer, and (C) the pledging of assets by Buyer pursuant to the Security Agreement; (ix) Buyer shall have delivered to Sellers a certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to Sellers, as to: (i) the certificate of incorporation of Buyer and any amendments to thereto; (ii) the bylaws of the Buyer and any amendments thereto; and (iii) authorizing resolutions of the board of directors (or a duly authorized committee thereof) of the Buyer relating to this Agreement and the transactions contemplated hereby; and (x) Buyer shall have delivered the Closing Cash Payment to Sellers.
Seller Deliveries At the Closing, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause to be delivered, to the Acquiror Parties: (a) a counterpart of an assignment substantially in the form attached hereto as Exhibit B (the “Assignment of Interests”), evidencing the conveyance, assignment, transfer and delivery to ETP LLC of the Subject Interests, duly executed by Seller; (b) a counterpart of a registration rights agreement, substantially in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by Seller; (c) a certificate duly executed by the Secretary or an Assistant Secretary of Seller, dated as of the Closing Date, in customary form, attesting to the resolutions of the board of managers of Seller authorizing the execution and delivery of the Transaction Documents to which Seller is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate duly executed by an executive officer of Seller, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Section 7.2(a) and (b), have been satisfied in all respects; (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Seller; (f) a certificate, duly executed and acknowledged by Seller dated as of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Code; and (g) duly executed letters of resignation or evidence of removal, effective as of the Closing, of the Resigning Directors and Officers as are required to be delivered pursuant to Section 6.6.
Buyer Deliveries At the Closing the Buyer shall deliver to the Company the Purchase Price.
Seller Closing Deliveries No later than one (1) Business Day prior to the Closing Date, each Seller shall, with respect to each Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items: (a) The Deed for such Seller’s Property (including, if applicable, the Deed to be transferred to a Special Purpose Entity in accordance with Section 6.7). (b) A ▇▇▇▇ of Sale in the form attached as Exhibit C for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7. (c) A General Assignment in the form attached as Exhibit D (the “General Assignment”) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7. (d) An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7. (e) A letter in the form attached hereto as Exhibit G prepared by Purchaser and executed by each such Seller, notifying each of the Tenants at the applicable Property of the transfer of the Property to Purchaser (the “Tenant Notice”); (f) A closing statement executed by such Seller. (g) A title affidavit or at such Seller’s option an indemnity, as applicable, in the customary form reasonably acceptable to such Seller to enable Title Insurer to delete the standard exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject such Seller to any greater liability, or impose any additional obligations, other than as set forth in this Agreement; (h) A certificate duly executed by each Seller stating that each Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act; provided, however, that if Seller is a disregarded entity for federal income tax purposes, the certificate shall be furnished by the person recognized as the taxpayer for federal income tax purposes; (i) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction; and (j) An updated Rent Roll; (k) If applicable and only with respect to the Runaway Bay I, the ▇▇▇▇▇▇’▇ Pointe, and the ▇▇▇▇ Bridge Crossing Properties, the Loan Documents to be executed by the applicable Seller (or such other AIMCO-affiliated entity as Sellers may select); and (l) With respect to the Hibben Ferry I Apartments Property Closing, an assignment of 100% of such Seller’s ownership interests in Hibben Ferry Recreation, Inc., a South Carolina corporation.
Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following: