Seller's Actions at Closing Sample Clauses
The "Seller's Actions at Closing" clause outlines the specific responsibilities and steps the seller must complete at the closing of a transaction. Typically, this includes delivering required documents such as the deed, transferring possession of the property, and ensuring that all agreed-upon conditions have been met. By clearly defining these obligations, the clause ensures a smooth transfer of ownership and helps prevent disputes or delays at the final stage of the transaction.
Seller's Actions at Closing. At the Closing (unless another time is specifically stated), SELLER shall, except as otherwise provided in this Agreement:
a. deliver to BUYER at the Office (i) such of the Assets as shall be capable of physical delivery, (ii) such of the material files, records, and documents (in whatever form or medium then maintained by SELLER) pertaining to the Assets and the Deposit Liabilities as exist and are available, (iii) all safekeeping agreements, receipts, and other documents pertaining to all safekeeping items held by the Office for customers at the time of the Closing, and (iv) all safekeeping items held by the Office for customers at the time of the Closing, subject to the provisions of the applicable agreements, receipts, and other documents pertaining thereto;
b. execute, acknowledge (if required pursuant to applicable law), and/or deliver to BUYER the Certificate of SELLER in the form of attached Schedule L, the Instrument of Assumption in the form of attached Schedule M, the Instrument of Assumption of IRAs in the form of attached Schedule N, the ▇▇▇▇ of Sale and Receipt in the form of attached Schedule O, a Limited Warranty Deed in the form of attached Schedule P for the county in which the Owned Real Estate is situated, the Settlement Statement in the form of attached Schedule Q, all other documents required to be delivered to BUYER by SELLER at the Closing pursuant to the terms of this Agreement, and any other documents which BUYER has furnished to SELLER not later than ten business days prior to the Closing that are necessary to consummate the transactions contemplated by this Agreement and are in such form as is reasonably acceptable to SELLER; and
c. deliver to BUYER updated Schedules C, D, E, R, and, if applicable, updated Schedules F and I as of the close of business three calendar days immediately preceding the Closing Date.
d. deliver to BUYER any funds required to be paid by SELLER to BUYER at the Closing pursuant to the terms of this Agreement.
e. deliver to BUYER a certification to the effect that it is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.
Seller's Actions at Closing. At the Closing, the Seller shall deliver --------------------------- to the Buyer (i) deeds of conveyance in proper form for recording relating to the Properties and the Garden Walk, Long Lake and Carefree Village Ownership Interests, (ii) an Assignment Agreement, in form and substance satisfactory to the Buyer, assigning to the Buyer all of the Seller's right, title and interest in and to the Apache East and Denali Park Estates Ownership Interests, and (iii) such other documents and instruments, and take such other action, as may be necessary or desirable to effect the transfer of the Properties and the Ownership Interests to the Buyer, in accordance with this Agreement.
Seller's Actions at Closing. At Closing, Seller shall deliver to Purchaser at Seller's sole cost and expense, such bills of sales, endorsements, assignments, and other good and sufficient instruments of conveyance and transfer as provided for herein, and any other instruments in form and substance acceptable to Purchaser as shall be necessary to vest effective in Purchaser all right, title, and interest in and to the Assets, free and clear of all liens, charges, encumbrances, pledges or claims of any nature (except as provided herein), including without limitation, the following:
5.2.1. General bills of sale fully and properly executed by Seller vesting in Purchaser good and marketable title to the Assets, in the form attached hereto as Exhibit "E" ("Bill ▇▇ Sale").
5.2.2. Fully and properly executed transfers of MCOs for all vehicles transferred to Purchaser.
5.2.3. Fully and properly executed transfers of title for all company vehicles and used vehicles, subject to the provisions of Section 2.1.2.
5.2.4. A certificate executed by Seller's president in his corporate and not in his individual capacity, certifying that, as of the Closing Date, all of the representations and warranties of Seller are true and correct in all respects and that each and every covenant and agreement to be performed by Seller prior to or as of the Closing Date pursuant to this agreement has been performed in all respects.
5.2.5. A certificate of corporate existence in good standing for Seller from the State of Texas dated within thirty (30) days of the Closing Date.
5.2.6. A copy of resolutions duly adopted by Seller authorizing and approving Seller's performance of the transaction contemplated herein and the execution and delivery of all documents in connection with such transactions, certified by the secretary of Seller, as true in full force as of the Closing Date.
Seller's Actions at Closing. At or before the Effective Time, Seller will take the following actions with respect to the transfer of the Assets, Deposits and liabilities relating to the Assets:
Seller's Actions at Closing. At the Closing, the Seller shall deliver to Buyer (i) a deeds of conveyance in proper form for recording relating to the Property and the Big Country Estates and Harmony Ranch Ownership Interests, (ii) an Assignment Agreement, in form and substance satisfactory to Buyer, assigning to Buyer all of Seller's right, title and Interest in and to the Ownership Interests, and (iii) such other documents and instruments, and take such other action, as may be necessary or desirable to effect the transfer of the Property and the Ownership Interests to Buyer, in accordance with this Agreement.
Seller's Actions at Closing. At the Closing, the Sellers will deliver to the Buyer the following:
(a) The certificates representing all the Preferred Shares, endorsed or accompanied by documents of assignment which comply with the requirements of Section 8-401 of the Uniform Commercial Code as in effect in Delaware.
(b) The certificates representing all the Common Shares, endorsed or accompanied by documents of assignment which comply with the requirements of Section 8-401 of the Uniform Commercial Code as in effect in Delaware.
(c) The certificates representing all the Warrants which are being sold by Prometheus, endorsed or accompanied by documents of assignment which comply with the requirements of Section 8-401 of the Uniform Commercial Code as in effect in Delaware.
Seller's Actions at Closing. At the Closing, each Seller shall execute, acknowledge and (upon payment of the Adjusted Purchase Price or Preliminary Adjusted Purchase Price, as applicable) deliver to the Purchaser the following:
(i) An Assignment of Membership Interests in the form of Exhibit E;
(ii) Its respective Seller’s Closing Certificate;
(iii) Its respective Closing Tax Certificate; and
(iv) All other instruments as may be reasonably required to consummate the agreements of the Parties hereunder, including execution and delivery by NG of the Transition Services Agreement.
Seller's Actions at Closing. At Closing, Seller shall:
(a) deliver to Purchaser, with respect to any Real Estate owned by the Seller, a duly executed and recordable special warranty deed in substantially the form of Exhibit D hereto;
(b) assign to Purchaser Seller's rights in and to the Leases, which are assignable and which constitute a part of the Assets;
(c) deliver (except in the case of Loan Files for which physical possession may be delivered post-Closing in accordance with Section 2.5 of this Agreement) to Purchaser the Assets purchased hereunder which are capable of physical delivery, and a ▇▇▇▇ of Sale in substantially the form of Exhibit B hereto and other instruments of title as Purchaser may reasonably request to vest in Purchaser good and marketable title thereto, free and clear of all encumbrances;
(d) assign, transfer, and deliver to Purchaser the records and original documents (if available) pertaining to the Deposit Liabilities (in whatever form or medium then maintained by Seller);
(e) execute and deliver to Purchaser an instrument which shall assign and transfer IRAs and ▇▇▇▇▇ accounts attributable to the Branches to Purchaser in substantially the form of Exhibit C hereto and which shall additionally appoint Purchaser as a successor or trustee for such accounts;
(f) deliver to Purchaser a letter from the Federal Home Loan Bank of Indianapolis (the "FHLBI") releasing any liens that may have been created by Seller that may exist on the Loans;
(g) deliver to Purchaser a letter from the Federal Reserve Bank of St. Louis (the "FRB") releasing any liens that may have been created by Seller that may exist on the Loans;
(h) deliver all other records and original documents (if available) related to the Assets transferred to, and the Deposit Liabilities assumed by, Purchaser;
(i) make available and transfer to Purchaser all funds required to be paid by Purchaser pursuant to the terms of this Agreement;
(j) pay, if applicable, the amount owing the Purchaser under Section 1.12;
(k) execute and deliver such other documents as the parties may determine are reasonably necessary to consummate the transactions contemplated hereby;
(l) deliver certified copies of resolutions of Seller's board of directors authorizing the execution and delivery of this Agreement and the consummation of the transactions set forth in this agreement;
(m) if not delivered prior to Closing, deliver the final title insurance policies described in Section 9.15 naming Purchaser as an insured, having an effect...
Seller's Actions at Closing. At the Closing, each Seller shall execute, acknowledge and (upon payment of the funds specified in Section 11(b)(I) and Section 11(b)(II)) deliver to the Purchaser the following:
Seller's Actions at Closing. On the Closing Date, Seller shall deliver to Buyer:
2.4.1 An original executed certificate for the IEC Shares representing 100% of the outstanding capital stock of the Company, properly endorsed and assigned to VCG Holding Corp., and any other instruments or documents that may be necessary, desirable or appropriate to transfer and assign to Buyer all of the outstanding shares of the Company, all in a form and substance satisfactory to counsel for Buyer and with any applicable documentary tax stamps attached;
2.4.2 A certificate executed by Seller and the Company confirming the representations and warranties contained in Sections 4 and 5 hereof as of the Closing Date;
2.4.3 All of the books and records of the Company.
2.4.4 Any and all other documents reasonably requested by Buyer to be delivered by Seller at Closing.