Seller Closing Documents Sample Clauses

Seller Closing Documents. The Seller shall have delivered to the Buyer contemporaneously with the execution and delivery of this Agreement (except for the certificate referenced in Section 12.2(e)(x) which shall be delivered on the Closing Date) the following documents: (i) with respect to the Seller, a copy of the resolutions duly adopted by the Seller’s Board of Directors and stockholders authorizing the execution, delivery and performance of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby, as in effect as of the Closing Date, certified by an officer of the Seller; (ii) a certificate (dated not less than 5 Business Days prior to the Closing Date) of the Secretary of State of the jurisdiction of the Seller’s incorporation as to the good standing of the Seller in such jurisdiction; (iii) the Files and Records forming a part of the Purchased Property; (iv) such bills of sale, special warranty deeds, assignments of leases and all other instruments of conveyance that are necessary to effect the purchase and sale of the Purchased Property, including the Assignment and Assumption Agreement; (v) the Assignment and Assumption Agreement executed by the Seller; (vi) the Lease Assignment and Assumption Agreement executed by the Parent, together with any applicable consents or waivers provided by the applicable landlord in connection therewith; (vii) the Laboratory Agreement executed by the Parent; (viii) the Agreement on Licenses executed by the Parent; (ix) copies of the consents, waivers and approvals specified on Schedule 12.2(c); (x) the certificate referenced in Section 12.2(a) and (b); (xi) an affidavit of the Seller in accordance with Section 1445 of the Code and such documentation as shall be required to comply with the reporting requirements of Section 1099-S of the Code; (xii) such other documents relating to the transactions contemplated by the Transaction Documents as the Buyer reasonably requests; and (xiii) physical possession and control of the Purchased Property.

Seller Closing Documents. On or prior to the Closing Date, Seller shall deliver, or cause to be delivered, to the Company the following documents (collectively, the "SELLER CLOSING DOCUMENTS"), duly executed by Seller and the other parties thereto (other than the Company) and in form and substance reasonably acceptable to the Company and to Seller unless the form thereof is attached hereto: (a) Assignment or assignments of membership interest with respect to NCI, NCII and NC, assigning Seller's Interest from Seller to the Company. (b) An affidavit of Seller stating its U.S. taxpayer identification number and that it is a "United States person", as defined by Sections 1445(f)(3) and 7701(b) of the Code. (c) Such certificates as the Company may reasonably request as to the authorization on the part of Seller of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Seller Closing Documents on behalf of Seller. (d) Certificates issued by the Delaware Secretary of State, dated not more than ten (10) days prior to the Closing Date, certifying the good standing of Seller and the general partner(s) of Seller, respectively. (e) Originals or certified copies of the organizational documents for the Existing Venture, NC, NCI and NCII, including partnership agreements, operating agreements, articles of organization, by-laws, minute books and records of meetings, including all amendments thereof.

Seller Closing Documents. Seller shall have delivered to Buyer the following documents: (i) all certificates representing all of the Company, duly endorsed in blank or with appropriate share powers; (ii) a certificate executed by the authorized person of Seller certifying as to the truthfulness, completeness and accuracy of attached copies of resolutions of the of Seller authorizing this Agreement and the transactions contemplated hereby; (iii) such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as counsel to Buyer shall reasonably request in order to complete the share purchase by Buyer; (iv) a extract of the register maintained by the Australian Securities and Investments Commission, dated reasonably close to the Closing Date, as to the legal existence and good standing of the Company in Australia; (v) resignations of the officers and directors of the Company in office immediately prior to the Closing; and (vi) deliver to the Buyer the Escrow Agreement executed by the Seller.

Seller Closing Documents. The Seller shall have delivered to the Buyer or caused the Parent to deliver to the Buyer the following documents on the Closing Date: (a) instruments of transfer duly transferring all the Purchased Interests on the Closing Date with appropriate transfer stamps, if any, affixed thereto; (b) a certificate dated the Closing Date of the Secretary of State of the State of Delaware as to its good standing in such jurisdiction; (c) copies of the consents, waivers and approvals specified on Schedule 3.6; ------------ (d) the Transaction Documents; and (e) such other documents, including legal opinions, or certificates relating to the transactions contemplated by the Transaction Documents as the Buyer reasonably requests.

Seller Closing Documents. The Seller shall have delivered the following documents, each properly executed by the Seller or the relevant Designated Seller, as required: (a) if such Closing is the first Closing, the Amended and Restated Master Contract Manufacturing Services Agreement; (b) if such Closing is the first Closing, the Shared Services Agreement; (c) the applicable Local Sale Agreements; (d) if such Closing is the first Closing, the Loaned Employee Agreement, if any; (e) the Licenses of Space, if any; (f) the Real Property Leases, if any; (g) if such Closing is the first Closing, the Nortel Propriety Software License Agreement; (h) if such Closing in the first Closing, the Repair Services Agreement; (i) if such Closing in the first Closing, the Logistics Services Agreement; (j) the documents contemplated in Section 2.5(2) relating to such Closing; and (k) the Inventory forecast (Schedule 4.15(1) as contemplated in Section 4.15).

Seller Closing Documents. Upon performance by ▇▇▇▇▇, Seller shall deliver the following to Buyer at the Closing: A. A quit claim deed conveying title to the Property to Buyer, in substantially the form attached hereto as Exhibit A (the “Deed”), subject to the conditions subsequent required by Sections 14, 15, and 16 of this Agreement; B. An affidavit satisfactory to Buyer that at Closing there are no outstanding, unsatisfied judgments, tax liens, or bankruptcies against Seller, no labor, services, materials, or machinery furnished to the Property for which mechanics’ liens could be filed, and no unrecorded interests in the Property which have not been fully disclosed to Buyer; C. A signed resolution of Seller authorizing and approving the transaction contemplated by this Agreement; and D. Any other items required by this Agreement or reasonably required by the Title Company.

Seller Closing Documents. The Seller shall have delivered to the Buyer the following documents: (a) the Files and Records forming a part of the Purchased Property; (b) a duly executed B▇▇▇ of Sale; (c) physical possession and control of the Purchased Property; (d) all consents that are required to transfer the Assigned Contracts and the other items of Purchased Property; (e) a certificate executed by the appropriate officers of the Seller, certifying the satisfaction by the Seller of the conditions specified in Sections 10.1, 10.2, and 10.7; (f) a certificate executed by the authorized person of the Seller certifying as to the truthfulness, completeness and accuracy of attached copies of resolutions of the directors and members of the Seller authorizing this Agreement and the transactions contemplated hereby; (g) evidence of satisfaction and termination of all liens applicable to the Purchased Property (other than permitted liens, as may be mutually agreed upon by the Parties); (h) such other documents relating to the transactions contemplated by the Transaction Documents to be consummated at the Closing as counsel to the Buyer shall reasonably request in order to convey unencumbered title to the Purchased Property to Buyer; (i) (i) a certificate of the Secretary of the State of Delaware and Maine, dated reasonably close to the Closing Date, as to the legal existence and good standing of the Seller in Delaware and Maine; and (k) appropriate assignments of the Intellectual Property included in the Purchased Property, in a form acceptable to Buyer.

Seller Closing Documents. At the Closing, Seller shall, subject to the terms of Section 5(c), execute and deliver, or cause to be executed and delivered, to Purchaser the following documents: (i) With respect to each of the properties described on Exhibit A that is located in Massachusetts, a deed in the form of Exhibit C (collectively, the “Massachusetts Deeds”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred; (ii) With respect to the property described on Exhibit A that is located in Michigan, a deed in the form of Exhibit D (the “Michigan Deed”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred; (iii) With respect to the property described on Exhibit A that is located in Minnesota, a deed in the form of Exhibit E (the “Minnesota Deed”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred; (iv) With respect to each of the properties described on Exhibit A that is located in Connecticut, a deed in the form of Exhibit F (collectively, the “Connecticut Deeds”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred; (v) With respect to the property described on Exhibit A that is located in Kentucky, a deed in the form of Exhibit G (the “Kentucky Deed”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred; (vi) With respect to the property described on Exhibit A that is located in Wisconsin, a deed in the form of Exhibit H (the “Wisconsin Deed”, and together with the Massachusetts Deeds, the Michigan Deed, the Minnesota Deed, the Connecticut Deeds, and the Kentucky Deed, collectively, the “Deeds”) in favor of Kindred or, at the written request of Purchaser, in favor of an affiliate of Kindred; (vii) A certification of non-foreign status in the form of Exhibit I; (viii) Partial Lease Termination Agreements in the form of Exhibits ▇-▇, ▇-▇, ▇-▇, ▇▇▇ ▇-▇ (collectively, the “Termination Agreements”), executed in counterpart by Seller, or, in the case of the Termination Agreement regarding the CMBS Master Lease, by Ventas Finance I, LLC; (ix) A Termination of Memorandum of Lease with respect to each of the properties listed on Exhibit A, in substantially the form of Exhibit K (collectively, the “MOL Terminations”), executed in counterpart by Seller or, in the case of the MOL Termination in respect of Westridge, by Ventas Finance I, LLC; (x) Amendments to each of the M...

Seller Closing Documents. On or prior to the Closing Date, Seller shall deliver, or cause to be delivered, to Purchaser (either directly or under the terms of the Closing Escrow Agreement) the following documents (collectively, the "SELLER CLOSING DOCUMENTS"), duly executed by Seller and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (a) Statutory Warranty Deed or deeds in proper statutory form for recording, so as to convey the entire fee simple estate of Seller in the Land and Improvements and all other items of Real Property to Purchaser. (b) Assignment or assignments of all of Seller's right, title and interest under the Leases, all of which, to the extent the same relate to Leases or memoranda thereof which have been recorded in appropriate land records, shall be in form suitable for recording. (c) Assignment of all of Seller's right, title and interest in the DOA with respect to the Property in form suitable for recording. (d) Assignment of all of Seller's right, title and interest in and to the Contracts, to the extent assignable. (e) Bills of Sale sufficient to transfer to Purchaser all of Seller's right, title and interest in and to the Personalty, it being understood that such Bills of Sale shall contain the following language: No representation or warranty, express or implied, is made regarding the physical condition or quality of any of the structures, fixtures, facilities, installations, machinery or equipment, in, on, over or under the real property conveyed herewith, or any property constituting a part of the Personalty, except for the warranty that Seller is the sole owner of such Personalty, free and clear of all liens and