Closing and Escrow a. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees required for the opening. The Buyer shall pay all closing costs required for the closing thereof including, but not limited to, fees, taxes, title insurance costs, documentary stamp taxes and any miscellaneous escrow fees.
b. Upon execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated herby. Seller and Buyer agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the escrow holder to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental escrow instructions, the terms of this Agreement shall control.
c. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company thirty (30) days from the date of this Agreement (the “Closing Date”). Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement.
d. At or before the Closing, Seller shall deposit into escrow the following:
i. A duly executed and acknowledged Grand Deed conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and
e. Before Closing, Buyer shall deposit into escrow the following items:
i. Funds necessary to close this transaction, in accordance with Paragraph 3 above.
f. Seller and Buyer shall each deposit such other instruments as are reasonably required by the escrow holder or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.
Closing and Escrow. (a) Upon mutual execution of this Agreement, the parties hereto shall deposit an executed counterpart of this Agreement with Escrow Holder and this Agreement shall serve as instructions to Escrow Holder for consummation of the purchase and sale contemplated hereby.
(b) The parties shall conduct the Closing on or before December 31, 1997, or on such other date mutually agreed upon between Buyer and Seller in writing (the "Closing Date"). In the event the Closing does not occur on or before the Closing Date, Escrow Holder shall, unless it is notified by both parties to the contrary within five (5) days after the Closing Date, return to the depositor thereof items which were deposited hereunder. Any such return shall not, however, relieve either party of any liability it may have for its wrongful failure to Close.
(c) At or before the Closing, Seller shall deliver to Escrow Holder or Buyer the following:
(i) a duly executed and acknowledged Deed;
(ii) a duly executed Bill xx Sale;
(iii) to the extent in Seller's possession or control, originals of all Leases and a duly executed and acknowledged Assignment of Leases;
(iv) originals of the Assumed Contracts not previously delivered to Buyer (to the extent originals are available; provided if originals are not available Seller shall provide Buyer with complete copies of what is in Seller's possession or control);
(v) a duly executed Assignment of Intangible Property;
(vi) to the extent in Seller's possession or control, originals of the building permits and certificates of occupancy for the Improvements and all tenant-occupied space included within the Improvements and all Warranties and Guaranties not previously delivered to Buyer;
(vii) notices to the Tenants, each prepared and completed by Seller for each Tenant, in the form attached as Exhibit J, each duly executed by Seller;
(viii) Tenant Certificates meeting the requirements of Paragraph 6(g);
(ix) a duly executed affidavit that Seller is not a "foreign person" within the meaning of Section 1445(e)(3) of the Internal Revenue Code of 1986 (the "Code") in the form attached as Exhibit K;
(x) such resolutions, authorizations, bylaws or other corporate and/or partnership documents or agreements relating to Seller and its partners as shall be reasonably required by the Title Company to evidence authority to convey;
(xi) a full release of all monetary encumbrances affecting the Property caused by Seller, including without limitation any mechanics' liens and such ...
Closing and Escrow. The consummation of the transaction contemplated herein ("Closing") shall occur on the Closing Date through an escrow with the Escrow Agent at the offices of the Escrow Agent. Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the closing documents to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser. The Escrow Agent shall agree in writing with Seller and Purchaser that: (a) recordation of the Deed constitutes its representation that it is holding the closing documents, closing funds and closing statement and is prepared and irrevocably committed to disburse the closing funds in accordance with the closing statements; and (b) release of funds to Seller shall irrevocably commit it to issue the Title Policy in accordance with this Agreement. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement.
Closing and Escrow. The consummation of the transaction contemplated herein (“Closing”) shall occur on the Closing Date at the offices of the Escrow Agent. Closing shall occur through an escrow with the Escrow Agent. Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, Escrow Agent shall immediately record and deliver the Deed and deliver the closing documents to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement. The parties understand that the Closing shall occur in San Diego, California requiring that all necessary deliveries to escrow must be completed at least one (1) business day before the Closing Date.
Closing and Escrow. Section 8.1
Closing and Escrow. (a) Upon mutual execution of this Agreement, the parties shall deposit an executed counterpart of this Agreement with Title Company as instructions to Title Company as the escrow holder for consummation of the purchase and sale contemplated hereby. Seller and Buyer each agrees to execute such additional escrow instructions as may be appropriate, or required by Title Company, to enable the escrow holder to comply with this Agreement; provided that in the event of any conflict between the provisions of this Agreement and any supplementary escrow instructions, the terms of this Agreement shall control.
(b) The Closing hereunder shall be held and delivery of all items to be made at the Closing shall be made (except as otherwise set forth in this Agreement) at the offices of Title Company on or before 4:00 p.m. (Eastern Time) on the date that is fifteen (15) days after the expiration of the Due Diligence Period (the “Scheduled Closing Date”). In the event the Closing does not occur on or before the Scheduled Closing Date, the Title Company shall return to the depositor thereof items which were deposited hereunder, subject to the provisions of Section 6. Any such return shall not, however, relieve either party of any liability it may have for its wrongful failure to close.
(c) On or prior to the Closing (or such earlier time as may be reasonably required by the Title Company), Seller shall deliver to Buyer or to Title Company, as escrow holder, the following:
(i) a duly executed and acknowledged Deed;
(ii) two (2) duly executed counterparts of the Assignment of Intangible Property;
(iii) two (2) duly executed counterparts of the Assignment and Assumption of Lease;
(iv) two (2) duly executed counterparts of the Xxxx of Sale;
(v) three (3) duly executed counterparts of an Escrow Holdback Agreement in the form attached hereto as Exhibit O (the “Escrow Holdback Agreement”);
(vi) executed counterparts of all transfer declarations applicable to the Property;
(vii) a duly executed notice to the tenant under the Lease of the sale of the Property, in the form of Exhibit M attached hereto (“Notice to Tenant”), to the extent the Lease has not expired as of the Closing;
(viii) a notice letter in the form of Exhibit J attached hereto and made a part hereof executed by Seller to each vendor under a Contract being assigned advising the vendor of the transfer of the Property and the assignment and assumption of the applicable Contract with stamped addressed envelopes and comple...
Closing and Escrow. 5.1. It shall be the obligation of the Seller to open an escrow for the purposes of this Agreement, and to pay all fees and closing costs, including, but not limited to, fees, taxes, title insurance costs, documentary transfer taxes, if applicable, and any miscellaneous escrow fees.
5.2. Upon execution of this Agreement, each Party hereto shall deposit an executed counterpart of this Agreement with Title Company and this instrument shall serve as instructions to Title Company as the Escrow Officer for consummation of the purchase and sale contemplated herby. Seller and Xxxxx agree to execute such additional and supplementary escrow instructions as may be appropriate to enable the Escrow Officer to comply with the terms of this Agreement; provided, however, that in the event of any conflict between the provisions of this Agreement and any supplemental escrow instructions, the terms of this Agreement shall control.
5.3. The Closing hereunder shall be held and delivery of all items at the Closing under the terms of this Agreement shall be made at the offices of the Title Company. Such date may not be extended without the prior written approval of both Seller and Buyer, except as otherwise expressly provided in this Agreement.
5.4. At or before the Closing, Seller shall deposit into escrow the following: A duly executed and acknowledged Xxxxx Xxxx conveying rights to the Real Property to Buyer, subject to the Conditions of Title; and
5.5. Before Closing, Buyer shall deposit into escrow the following items: Funds necessary to close this transaction, in accordance with Paragraph 2 above.
5.6. Seller and Buyer shall each deposit such other instruments as are reasonably required by the Escrow Officer or otherwise required to close the escrow and consummate the purchase of the Real Property in accordance with the terms hereof.
Closing and Escrow. The consummation of the transaction contemplated herein (“Closing”) shall occur on the Closing Date at the offices of the Escrow Agent. Closing shall occur through an escrow with the Escrow Agent. Funds shall be deposited into and held by Escrow Agent in a closing escrow account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or completion of all closing conditions and deliveries, Escrow Agent shall record and deliver the Deed (as defined below) and deliver the closing document s to the appropriate parties and make disbursements according to the closing statements executed by Seller and Purchaser. Provided such supplemental escrow instructions are not in conflict with this Agreement as it may be amended in writing from time to time, Seller and Purchaser agree to execute such supplemental escrow instructions as may be appropriate to enable Escrow Agent to comply with the terms of this Agreement. The parties understand that the Closing shall occur in Longmont, Colorado and that all necessary deliveries to escrow must be completed by 11:00 A.M. on the Closing Date.
Closing and Escrow. The Closing shall take place at the offices of the Escrow Company on the Closing Date, unless mutually extended by Seller and Purchaser. This Agreement shall not be merged into any Escrow Instructions, but any Escrow Instructions shall be deemed auxiliary to this Agreement and, as between Purchaser and Seller, the provisions of this Agreement shall govern and control.
Closing and Escrow. The Closing will take place on a date and place mutually agreeable by Purchaser and the Seller (or at the main downtown Chicago Illinois office of the Title Company if the place is not so agreed) following satisfaction (or waiver in writing) of all other conditions precedent in Article VI hereto benefiting the applicable party, and pursuant to which the Purchaser and Seller and their respective counsel need not be present and may wire transfer funds and deliver documents by overnight courier or other means, provided in no event shall the Closing Date occur later than ninety (90) days after the Effective Date hereof. This Agreement shall not be merged into any Escrow Instructions, but any Escrow Instructions shall be deemed auxiliary to this Agreement and, as between Purchaser and Seller, the provisions of this Agreement shall govern and control.
