City's Obligations at Closing Sample Clauses

City's Obligations at Closing. At or prior to the Closing Date, City shall deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer.
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City's Obligations at Closing. 1. City shall deliver or cause to be delivered to SCAD the following items at the Closing: (a) A limited warranty deed (the “Deed”) executed by City, conveying to SCAD good and marketable fee simple title to the Warner Street Property and the Louisville Road property, subject only to the City Permitted Exceptions; (b) A xxxx of sale and general assignment executed by City, conveying and assigning to SCAD the City's right, title and interest in and to all of the City Personal Property, if any, located at the Warner Street Property and the Louisville Road property; (c) A certificate of non-foreign status executed by the City; (d) A closing statement executed by the City; and (e) Such other documents, instruments, certificates and matters that the Title Company may reasonably require in order to consummate the transactions contemplated hereby and to issue the Owner's Title Policy in accordance with this Agreement.
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City's Obligations at Closing. 2. City shall deliver or cause to be delivered to SCAD the following items at the Closing, the forms of which shall be agreed to during the Inspection Period: (a) A limited warranty deed executed by City, conveying to SCAD good and marketable fee simple title to the Oglethorpe Avenue Property, subject only to the City Permitted Exceptions, and which deed shall also contain restrictions for the Oglethorpe Avenue Property which (i) will prohibit SCAD from removing the Police Barrack transom marker shown as Exhibit D attached hereto; and (ii) will create a façade maintenance easement for the portion of the Oglethorpe Property facing Oglethorpe Avenue; (b) A limited warranty deed executed by City, conveying to SCAD good and marketable fee simple title to the Liberty Street Property, subject only to the City Permitted Exceptions; (c) A xxxx of sale and general assignment executed by City, conveying and assigning to SCAD the City's right, title and interest in and to all of the City Personal Property, if any, located at the Oglethorpe Avenue Property and the Liberty Street Property; (d) A certificate of non-foreign status executed by the City; (e) A closing statement executed by the City; and (f) Such other documents, instruments, certificates and matters that the Title Company may reasonably require in order to consummate the transactions contemplated hereby and to issue the Owner's Title Policy in accordance with this Agreement.
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City's Obligations at Closing. At Closing, City shall deliver, or cause to be delivered, the following: a) The Deed, in the form set forth in Exhibit "B", attached hereto and incorporated herein by this reference, executed and acknowledged by City sufficient to convey to the Buyer fee simple title to the Property, free and clear of all liens and encumbrances except for 1) the lien of real property taxes for the current year pro-rated after the date of Closing and 2) Permitted Exceptions.
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City's Obligations at Closing. At or prior to Closing Date, City shall: (1) Deliver to Developer City's duly recordable Special Warranty Deed to the Property in the form attached hereto as Exhibit E (the Deed) conveying to Developer marketable fee simple title to the Property and all rights appurtenant thereto, subject only to easements, restrictions, conditions and covenants of record as of the date hereof and not objected to by Developer as set forth in this Agreement, and to the conditions subsequent set forth in Section 3.3 below. (2) Deliver to Developer such other documents as may be required by this Agreement, all in a form satisfactory to Developer.
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City's Obligations at Closing. At the Closing, subject to performance by Owner of its obligations under this Agreement, City shall do the following: (a) Execute, acknowledge and deliver to City the Bill of Sale and the Service Agreement and License Assignment; (b) Execute, acknowledge and deliver the Tenant Occupancy Agreements; (c) Deliver to the closing agent by Federal Bank wire transfer all funds required of City to complete the acquisition of the Subject Property after adjustments, prorations and expenses reflected on the Closing Statement; (d) Execute and deliver to Owner and closing agent the Closing Statement for the transaction setting forth the financial aspects thereof and authorizing and instructing the closing agent to make disbursements and deliveries in accordance therewith; (e) Execute and deliver to Owner IRS Form 8283, acknowledging receipt of the Subject Property from Owner and the date of such receipt; and (f) Deliver to Owner all other documents as may be reasonably required by this Agreement.
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Related to City's Obligations at Closing

  • Seller’s Obligations at Closing At Closing, Seller shall: (a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser; (b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date; (c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller; (e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company; (f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980; (g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to assume and deliver to Purchaser evidence of each such termination; provided, however, that if any termination fees or other penalties are incurred by the Company as a result of the termination of such Contracts, the amount of any such fees or penalties shall be credited to Seller at Closing or otherwise paid by Purchaser; (h) deliver an executed counterpart to the Closing Statement; (i) make available to Purchaser, to the extent not already provided, the Leases and Contracts, together with such leasing and property files and records located in the property manager’s office for the Property which relate to the continued operation, leasing and maintenance of the Property, but excluding any documents of a confidential nature; (j) deliver to Purchaser possession and occupancy of the Property (including all keys, lock combinations, and pass keys), subject to the Permitted Exceptions, rights of Tenants and terms of the Contracts; (k) deliver a schedule of Security Deposits currently held by Seller on behalf of the Tenants; and (l) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

  • Buyer's Obligations at Closing At Closing, Buyer shall:

  • Conditions of the Company’s Obligations at Closing The obligations of the Company to each Investor under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions by that Investor:

  • CONDITIONS TO THE COMPANY'S OBLIGATIONS AT CLOSING The obligations of the Company to the Purchasers under this Agreement are subject to the fulfillment or waiver, on or before the Closing, of each of the following conditions:

  • Purchaser’s Obligations at Closing At Closing, Purchaser shall: (a) pay to Seller, in immediately available federal funds transferred by wire pursuant to Section 1.3, the full amount of the Purchase Price, subject to prorations and adjustments as provided herein; (b) deliver to Seller an executed counterpart to the Assignment and Assumption of Membership Interests; (c) in the event that any representation or warranty of Purchaser set forth in Section 3.2 needs to be modified due to changes since the Effective Date, deliver to Seller a certificate (the “Purchaser Closing Certificate”), dated as of the Closing Date and duly executed by Purchaser, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.3(c). If, despite changes or other matters described in the Purchaser Closing Certificate, the Closing occurs, Purchaser’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Purchaser Closing Certificate; (d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (e) deliver an executed counterpart to the Closing Statement; and (f) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

  • Seller’s Obligations at the Closing At the Closing, Seller will do, or cause to be done, the following:

  • Conditions of the Purchasers’ Obligations at Closing The obligations of the Purchaser to the Company under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • Conditions to the Purchasers’ Obligations at Closing The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • CONDITIONS TO COMPANY’S OBLIGATIONS AT THE CLOSING The Company’s obligation to complete the sale and issuance of the Securities and deliver Securities to each Purchaser, individually, as set forth in the Schedule of Purchasers at the Closing shall be subject to the following conditions to the extent not waived by the Company:

  • Conditions of Investor’s Obligations at Closing The obligations of the Investor under subsection 1.1(c) of this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, the waiver of which shall not be effective against the Investor if it does not consent thereto:

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