Common use of Closing Closing Documents Clause in Contracts

Closing Closing Documents. a. The Closing of this transaction (the “Closing”) shall mean the date that the Special Warranty Deed (as hereinafter defined) is recorded in the official records of Collin County, Texas and possession of the Property is delivered to Purchaser. Unless otherwise agreed to in writing by the parties, escrow shall close on or before December 22, 2006 (the “Closing Date”). Upon execution of this Agreement, the parties hereto shall deposit a copy of an executed counterpart of this Agreement with Escrow Agent and this instrument shall serve as the instructions to Escrow Agent for the purchase and sale contemplated hereby. Seller and Purchaser agree to execute such additional and supplementary escrow instructions as appropriate to enable the Escrow Agent to comply with the terms of this Agreement; provided, however, that in the event of any conflict between this Agreement and any supplementary escrow instructions, this Agreement shall control. b. Possession of the Property shall be delivered to Purchaser at Closing free and clear of any and all liens, restrictions or other encumbrances other than the Lease and the Permitted Exceptions, as provided above. Notwithstanding the foregoing, Seller may have an additional period of time pursuant to a license agreement between the parties (the form and content of which will be negotiated and finalized during the Review Period), not to exceed sixty (60) days after the Closing, in which to remove its personal property from the 780 Building, and upon such removal the 780 Building shall be delivered by Seller to Purchaser in broom clean condition and state of repair, and otherwise in the condition required under Subsection 8.c.(2) hereof. Seller agrees to deliver at Closing, the following: (i) a duly executed special warranty deed conveying the Property to Purchaser in the form attached hereto as Exhibit B (the “Special Warranty Deed”); (ii) evidence of Seller’s authority to consummate the contemplated transaction reasonably satisfactory to the Title Company and Purchaser; (iii) a non-foreign certificate satisfactory for compliance with Internal Revenue Service reporting purposes and any similar forms required by the State of Texas; (iv) an affidavit in form reasonably and customarily required by the Title Company sufficient for the Title Company to issue to Purchaser a TLTA Owner’s Policy of Title Insurance on the Property in the amount of the Purchase Price (the “TLTA Title Policy”); (v) the duly executed Lease; (vi) two (2) original counterparts of a general assignment, in the form attached hereto as Exhibit E for the Licenses, Permits and Warranties, duly executed by Seller; (vii) two (2) originals of a xxxx of sale, in the form attached hereto as Exhibit F, transferring the Personal Property to Purchaser, duly executed by Seller; (viii) an amount equal to the base rent (the “Rent Payment”) coming due under the Lease for the first full month of the Lease term, plus the pro-rated amount of any Rent Payment due for any partial month of the Lease term commencing at Closing; (ix) two (2) originals of a license agreement for Seller’s access and use of the 780 Building for a 60-day period after the Closing (the “License Agreement”); and (x) any other documents as may be necessary to comply with Seller’s obligations under this Agreement. c. At Closing, the Purchase Price shall be paid by Purchaser to Seller by federal funds wire transfer or other funds acceptable to Seller, subject to adjustments under Section 6 hereof. At Closing, Purchaser agrees to deliver to Seller a duly executed original of the Lease together with any notice or memorandum of lease required thereby, and any other documents as may be necessary to comply with Purchaser’s obligations under this Agreement.

Closing Closing Documents. a. The Closing of this transaction (the “Closing”) shall mean the date that the Special Warranty Deed (as hereinafter defined) is recorded in the official records of Collin County, Texas and possession of the Property is delivered to Purchaser. Unless otherwise agreed to in writing by the parties, escrow shall close on or before December 22, 2006 (the “Closing Date”). Upon execution of this Agreement, the parties hereto shall deposit a copy of an executed counterpart of this Agreement with Escrow Agent and this instrument shall serve as the instructions to Escrow Agent for the purchase and sale contemplated hereby. Seller and Purchaser agree to execute such additional and supplementary escrow instructions as appropriate to enable the Escrow Agent to comply with the terms of this Agreement; provided, however, that in the event of any conflict between this Agreement and any supplementary escrow instructions, this Agreement shall control. b. Possession of the Property shall be delivered to Purchaser at Closing free and clear of any and all liens, restrictions or other encumbrances other than the Lease and the Permitted Exceptions, as provided above. Notwithstanding the foregoing, Seller may have an additional period of time pursuant to a license agreement between the parties (the form and content of which will be negotiated and finalized during the Review Period), not to exceed sixty (60) days after At the Closing, in which Seller shall execute and deliver to remove its personal property from the 780 BuildingPurchaser (as required), and upon such removal the 780 Building Purchaser shall be delivered by execute and deliver to Seller to Purchaser in broom clean condition and state of repair, and otherwise in the condition required under Subsection 8.c.(2) hereof. Seller agrees to deliver at Closing(as required), the following: : (ia) a duly executed special warranty deed conveying the Property Seller shall deliver to Purchaser a Quit Claim Deed in the form attached hereto as Exhibit B D conveying Seller’s title to the Property to Purchaser, expressly subject to the Permitted Exceptions. Purchaser shall pay at Closing all closing costs, including any title policy premiums or charges, title endorsement fees, recording fees and escrow closing charges. (b) Seller shall execute and deliver to Purchaser an assignment, in form acceptable to Seller and Purchaser, of all warranties, if any, which Seller has with regard to the “Special Warranty Deed”); Property or related equipment. (iic) evidence Seller shall execute and deliver to Purchaser a Xxxx of Sale, in form acceptable to Purchaser, quit claiming all furniture, furnishings, fixtures, equipment and other personal property, if any, included in the definition of the Property. (d) Seller shall execute, provide and assign to Purchaser all other agreements or easements, if any, included in the definition of the Property and the parties shall execute and record any easements and air rights agreements contemplated hereunder, if any. (e) Any title insurance policy insuring Purchaser’s title to the Property, whether an owner’s or mortgage policy, with or without standard exceptions, will be at Purchaser’s expense. Seller will provide a title company estoppel or seller’s certificate to the title insurance company, provided that it is accurate in all respects and is reasonably acceptable to Seller. (f) Seller and Purchaser shall execute and deliver to each other a Closing Statement showing the amounts by which the cash portion of the consideration amount shall have been adjusted as of the Closing Date in the following manner. (g) All real estate taxes and assessments which are a lien against the Property as of the date of Closing, if any, shall be paid in full by Seller. Current real estate taxes, if any, billed in the July and December preceding the closing shall be prorated based upon the due date method of pro rating taxes and on the number of days the Property is owned by Seller and Purchaser, respectively. Seller agrees to cooperate with Purchaser to consolidate tax parcels prior to Closing so that the Property that is being purchased by Purchaser is covered by tax identification numbers that do not cover any other property that is not owned by Purchaser. (h) the Xxxxxxx Money deposit held by Escrow Agent shall be credited against the consideration amount due on the Closing Date; (i) Purchaser shall receive a credit for any delinquent taxes, assessments or other charges, including, without limitation any associated fees, interest or penalties, against the Property of any nature whatsoever owe to the federal government and any other public authority for which a lien has been or could be asserted against Seller or the Property and which will not be fully paid and discharged or released upon or prior to Closing. (j) Seller shall pay all water, sewer, utility charges, and other operating expenditures through the Closing Date either immediately prior to Closing or promptly upon receipt of bills therefor. (k) Purchaser shall have tendered payment of the applicable consideration amount and the closing costs payable by Purchaser in accordance with the terms of this Agreement. (l) Purchaser shall furnish to the Seller a certified copy of a resolution in form and substance reasonably acceptable to the Seller, duly authorizing the Purchaser’s execution, delivery and performance of this Agreement and all other documents and actions contemplated hereunder. (m) Seller shall deliver to Purchaser a certified resolution of the Detroit City Council evidencing Seller’s authorization to enter into and consummate this transaction and the authority of Seller’s authority signatory to consummate execute and deliver all documents relating to this transaction on its behalf. (n) Seller shall furnish Purchaser with an affidavit stating that Seller is not a “foreign person” within the contemplated transaction reasonably meaning of IRC Section 1445(f)(3), if requested by the Title Company. (o) Seller shall furnish Purchaser with satisfactory to evidence demonstrating that any security interests or liens on any portion of the Property, if any, including personal property located on the Property have been discharged. (p) Seller shall furnish the Purchaser and the Title Company with satisfactory evidence demonstrating payment of all costs related to any work at the Property, including without limitation, sworn statements and Purchaser; (iii) a non-foreign certificate satisfactory for compliance with Internal Revenue Service reporting purposes and any similar forms required by the State waivers of Texas; (iv) an affidavit in form reasonably and customarily lien if required by the Title Company sufficient for Company. (q) Any and all other documentation reasonably required by Purchaser, Seller, their attorneys and/or the Title Company to issue consummate the transaction described herein and to cause the owner’s title insurance policy described in Section 7(a) hereof to be issued and delivered to Purchaser a TLTA Owner’s Policy consistent with the other provisions of Title Insurance on this Agreement. (r) At Closing, Seller shall deliver the Property in the amount of the Purchase Price (the “TLTA Title Policy”); (v) the duly executed Lease; (vi) two (2) original counterparts of a general assignment, in the form attached hereto as Exhibit E for the Licenses, Permits and Warranties, duly executed by Seller; (vii) two (2) originals of a xxxx of sale, in the form attached hereto as Exhibit F, transferring the Personal Property to Purchaser, duly executed by Seller; (viii) an amount equal to the base rent (the “Rent Payment”) coming due under the Lease for the first full month of the Lease term, plus the pro-rated amount free and clear of any Rent Payment due for any partial month tenancy or right of the Lease term commencing at Closing; (ix) two (2) originals of a license agreement for Seller’s access and use of the 780 Building for a 60-day period after the Closing (the “License Agreement”); and (x) any other documents occupancy, except as may be necessary to comply with Seller’s obligations under this Agreementset forth in the Permitted Encumbrances. c. At Closing, the Purchase Price shall be paid by Purchaser to Seller by federal funds wire transfer or other funds acceptable to Seller, subject to adjustments under Section 6 hereof. At Closing, Purchaser agrees to deliver to Seller a duly executed original of the Lease together with any notice or memorandum of lease required thereby, and any other documents as may be necessary to comply with Purchaser’s obligations under this Agreement.

Closing Closing Documents. a. 8.1 The Closing consummation of this transaction the Transaction (the “Closing”) shall mean the date that the Special Warranty Deed (as hereinafter defined) is recorded in the official records take place by means of Collin County, Texas and possession of the Property is delivered to Purchaser. Unless otherwise agreed to in writing by the parties, a tri-party escrow shall close on or before December 22, 2006 (the “Closing Escrow”), in accordance with this Article 8. The Closing Escrow shall be established with Escrowee, pursuant to an escrow agreement (the “Escrow Agreement”), the terms of which shall be mutually satisfactory to the parties thereto and consistent with the applicable provisions hereof. The Closing shall take place on the date upon which the closing of the Acquisition occurs, contemporaneously therewith, but in no event later than October 6, 2015, the “Outside Closing Date”). Upon execution of this AgreementAs used herein, the parties hereto term “Closing Date” shall deposit a copy mean the day of an executed counterpart the Closing, as determined in accordance with the immediately preceding sentence. Seller shall give Purchaser not less than three (3) Business Days’ prior notice of this the Closing Date. Seller, Purchaser, and Escrowee shall each execute and deliver to each other the Escrow Agreement with no later than 5:00 p.m. (New York City time) on the Business Day that is the third (3rd) Business Day (such date, the “Closing Escrow Agent Date”) after Seller has given Purchaser and this instrument Escrowee notice to do so, provided that Seller shall serve as not give such notice earlier than eight (8) Business Days prior to the instructions to Escrow Agent for Closing Date. For the purchase and sale contemplated hereby. avoidance of doubt, Seller and Purchaser agree to execute such additional that all material documents, the Closing Payment and supplementary escrow instructions as appropriate to enable the Excise Tax Credit Amount shall be deposited with Escrowee upon execution and delivery of the Escrow Agent Agreement. The Closing shall be a so-called "New York style" closing in which Seller shall arrange for the Title Policies to comply with the terms of this Agreement; provided, however, that in the event of any conflict between this Agreement and any supplementary escrow instructions, this Agreement shall control. b. Possession of the Property shall be delivered to Purchaser at Closing free and clear even though the Deeds have not yet been recorded. Rent under the Leases shall commence as of any and all liens, restrictions or other encumbrances other than the Lease and the Permitted Exceptions, as provided above. Notwithstanding the foregoing, Seller may have an additional period of time pursuant to a license agreement between the parties 12:01 am (the form and content of which will be negotiated and finalized during the Review Period), not to exceed sixty (60New York City time) days after the Closing, in which to remove its personal property from the 780 Building, and upon such removal the 780 Building shall be delivered by Seller to Purchaser in broom clean condition and state of repair, and otherwise in the condition required under Subsection 8.c.(2) hereof. Seller agrees to deliver at Closing, the following: (i) a duly executed special warranty deed conveying the Property to Purchaser in the form attached hereto as Exhibit B (the “Special Warranty Deed”); (ii) evidence of Seller’s authority to consummate the contemplated transaction reasonably satisfactory to the Title Company and Purchaser; (iii) a non-foreign certificate satisfactory for compliance with Internal Revenue Service reporting purposes and any similar forms required by the State of Texas; (iv) an affidavit in form reasonably and customarily required by the Title Company sufficient for the Title Company to issue to Purchaser a TLTA Owner’s Policy of Title Insurance on the Property in the amount of the Purchase Price (the “TLTA Title Policy”); (v) the duly executed Lease; (vi) two (2) original counterparts of a general assignment, in the form attached hereto as Exhibit E for the Licenses, Permits and Warranties, duly executed by Seller; (vii) two (2) originals of a xxxx of sale, in the form attached hereto as Exhibit F, transferring the Personal Property to Purchaser, duly executed by Seller; (viii) an amount equal to the base rent (the “Rent Payment”) coming due under the Lease for the first full month of the Lease term, plus the pro-rated amount of any Rent Payment due for any partial month of the Lease term commencing at Closing; (ix) two (2) originals of a license agreement for Seller’s access and use of the 780 Building for a 60-day period after the Closing (the “License Agreement”); and (x) any other documents as may be necessary to comply with Seller’s obligations under this AgreementDate. c. At Closing, the Purchase Price shall be paid by Purchaser to Seller by federal funds wire transfer or other funds acceptable to Seller, subject to adjustments under Section 6 hereof. At Closing, Purchaser agrees to deliver to Seller a duly executed original of the Lease together with any notice or memorandum of lease required thereby, and any other documents as may be necessary to comply with Purchaser’s obligations under this Agreement.

Closing Closing Documents. a. The Closing of this transaction (the “Closing”) shall mean the date that the Special Warranty Grant Deed (as hereinafter defined) is recorded in the official records of Collin Santa Xxxxx County, Texas California and possession of the Property is delivered to Purchaser. Unless otherwise agreed to in writing by the parties, escrow shall close on or before December 22, 2006 that date which is fifteen (15) days after the Contingency Expiration Date (the “Closing Date”). Upon execution of this Agreement, the parties hereto shall deposit a copy of an executed counterpart of this Agreement with Escrow Agent and this instrument shall serve as the instructions to Escrow Agent for the purchase and sale contemplated hereby. Seller and Purchaser agree to execute such additional and supplementary escrow instructions as appropriate to enable the Escrow Agent to comply with the terms of this Agreement; provided, however, that in the event of any conflict between this Agreement and any supplementary escrow instructions, this Agreement shall control. b. Possession of the Property shall be delivered to Purchaser at Closing free and clear of any and all liens, restrictions or other encumbrances other than the Lease and the Permitted Exceptions, as provided above. Notwithstanding the foregoing, Seller may have an additional period of time pursuant to a license agreement between the parties (the form and content of which will be negotiated and finalized during the Review Period), not to exceed sixty (60) days after the Closing, in which to remove its personal property from the 780 Building, and upon such removal the 780 Building shall be delivered by Seller to Purchaser in broom clean condition and state of repair, and otherwise in the condition required under Subsection 8.c.(2) hereof. Seller agrees to deliver at Closing, the following: (i) a duly executed special warranty grant deed conveying the Property to Purchaser in the form attached hereto as Exhibit B (the “Special Warranty Grant Deed”); (ii) evidence of Seller’s authority to consummate the contemplated transaction reasonably satisfactory to the Title Company and Purchaser; (iii) a non-foreign certificate satisfactory for compliance with Internal Revenue Service reporting purposes and any similar forms required by the State of Texasa duly executed California Form 593-C; (iv) an affidavit in form reasonably and customarily required by the Title Company sufficient for the Title Company to issue to Purchaser a TLTA an ALTA Owner’s Policy of Title Insurance (Form B, rev. 10/17/70) on the Property in the amount of the Purchase Price (the “TLTA ALTA Title Policy”); (v) the duly executed Lease; (vi) two (2) original counterparts of a general assignment, in the form attached hereto as Exhibit E for the Licenses, Permits and Warranties, duly executed by Seller; (vii) two (2) originals of a xxxx of sale, in the form attached hereto as Exhibit F, transferring the Personal Property to Purchaser, duly executed by Seller; and (viii) an amount equal to the base rent (the “Rent Payment”) coming due under the Lease for the first full month of the Lease term, plus the pro-rated amount of any Rent Payment due for any partial month of the Lease term commencing at Closing; (ix) two (2) originals of a license agreement for Seller’s access and use of the 780 Building for a 60-day period after the Closing (the “License Agreement”); and (x) any other documents as may be necessary to comply with Seller’s obligations under this Agreement. c. At Closing, the Purchase Price shall be paid by Purchaser to Seller by federal funds wire transfer or other funds acceptable to Seller, subject to adjustments under Section 6 hereof. At Closing, Purchaser agrees to deliver to Seller a duly executed original of the Lease together with any notice or memorandum of lease required thereby, and any other documents as may be necessary to comply with Purchaser’s obligations under this Agreement.

Closing Closing Documents. a. The Closing shall take place through the escrow services of this transaction Title Insurer on the thirtieth (30th) day after the “Closing”) shall mean the date that the Special Warranty Deed (as hereinafter defined) is recorded in the official records of Collin County, Texas and possession expiration of the Property is delivered to Purchaser. Unless otherwise agreed to in writing by the parties, escrow shall close on or before December 22, 2006 Inspection Period (the “Closing Date”), TIME BEING OF THE ESSENCE with respect to Purchaser’s obligation to close by the Closing Date. Upon execution Seller shall deliver possession of this Agreement, the Property on the Closing Date. The parties hereto shall deposit a copy of conduct an executed counterpart of this Agreement with escrow-style closing through the Escrow Agent so that it will not be necessary for any party to attend the Closing. Purchaser and this instrument Seller shall serve as each have pre-Closings to finalize and sign all documents not later than the instructions day prior to Closing and shall deliver such items to Escrow Agent for the purchase and sale contemplated herebyin escrow. Seller and Purchaser agree Subject to execute such additional and supplementary escrow instructions as appropriate to enable the Escrow Agent to comply with the terms of this Agreement; providedand conditions hereof, however, that in the event of any conflict between this Agreement Purchaser shall be entitled to full and any supplementary escrow instructions, this Agreement shall control. b. Possession exclusive possession of the Property shall be delivered subject only to Purchaser at Closing free and clear the rights of any and all liens, restrictions or other encumbrances other than the Lease tenants under the Leases and the Permitted Exceptions, as provided above. Notwithstanding the foregoing. (a) At Closing, Seller may have an additional period of time pursuant shall deliver to a license agreement between Purchaser the parties (the following items, which items shall be in form and content of which will be negotiated and finalized during the Review Period), not substance reasonably satisfactory to exceed sixty (60) days after the Closing, in which to remove its personal property from the 780 Building, and upon such removal the 780 Building shall be delivered by Seller to Purchaser in broom clean condition and state of repair, and otherwise in the condition required under Subsection 8.c.(2) hereof. Seller agrees to deliver at Closing, the following: Purchaser: (i) A Title to Real Estate (the South Carolina equivalent of a duly executed special limited warranty deed deed) in recordable form conveying fee simple title to the Property, subject only to the Permitted Exceptions, reciting only nominal consideration. (ii) Any real estate transfer tax forms required by the appropriate governmental authorities having jurisdiction over the land records in the municipality where the Property is located. (iii) A South Carolina tax clearance certificate (or a transferor affidavit which shall allow the Title Insurer to Purchaser waive such tax clearance certificate as a requirement to issue its title policy). (iv) A xxxx of sale and assignment transferring any Personal Property, Warranties, or Other Business Assets, if any (the “Xxxx of Sale”). (v) A standard non-foreign affidavit stating Seller is not a foreign entity. (vi) An owner’s affidavit in the form reasonably required by Purchaser’s Title Insurer. (vii) An Assignment and Assumption of Leases and Contracts in the form attached hereto as Exhibit B “C” (the “Special Warranty DeedAssignment and Assumption”) transferring to Purchaser all of Seller’s right, title, and interest in, to, and under the Leases and the Assumed Contracts, if any. (viii) A closing statement in form and substance reasonably satisfactory to both Seller and Purchaser setting forth and describing the adjustments required under and described in this Agreement (the “Closing Statement”); . (ix) Any other items or documents affecting the conveyance and sale of the Property which may be reasonably requested by the Purchaser or the Title Insurer to satisfy the Seller’s requirements and the “standard exceptions” as set forth in the Title Commitment, in such form as may be reasonably approved by Seller. (b) Purchaser shall deliver to Seller: (i) The Purchase Price provided for in Section 2 herein. (ii) evidence of Seller’s authority to consummate Any real estate transfer tax form required by the contemplated transaction reasonably satisfactory to appropriate governmental authorities having jurisdiction over the Title Company and Purchaser; land records in the municipality where the Property is located. (iii) a nonPurchaser-foreign certificate satisfactory for compliance with Internal Revenue Service reporting purposes and any similar forms required by the State executed Xxxx of Texas; Sale. (iv) an affidavit in form reasonably and customarily required by the Title Company sufficient for the Title Company to issue to Purchaser a TLTA Owner’s Policy of Title Insurance on the Property in the amount of the Purchase Price (the “TLTA Title Policy”); Purchaser-executed Closing Statement. (v) the duly Purchaser-executed Lease; Assignment and Assumption. (vi) two (2) original counterparts of a general assignment, in Any other items or documents affecting the form attached hereto as Exhibit E for the Licenses, Permits conveyance and Warranties, duly executed by Seller; (vii) two (2) originals of a xxxx of sale, in the form attached hereto as Exhibit F, transferring the Personal Property to Purchaser, duly executed by Seller; (viii) an amount equal to the base rent (the “Rent Payment”) coming due under the Lease for the first full month sale of the Lease term, plus the pro-rated amount of any Rent Payment due for any partial month of the Lease term commencing at Closing; (ix) two (2) originals of a license agreement for Seller’s access and use of the 780 Building for a 60-day period after the Closing (the “License Agreement”); and (x) any other documents as Property which may be necessary to comply with Seller’s obligations under this Agreementreasonably requested by Seller or the Title Insurer. c. At Closing, the Purchase Price shall be paid by Purchaser to Seller by federal funds wire transfer or other funds acceptable to Seller, subject to adjustments under Section 6 hereof. At Closing, Purchaser agrees to deliver to Seller a duly executed original of the Lease together with any notice or memorandum of lease required thereby, and any other documents as may be necessary to comply with Purchaser’s obligations under this Agreement.

Closing Closing Documents. a. 6.1 At the Closing, Seller shall deliver to Purchaser the following: A. The Closing ALTA Owner's Policy of this transaction (title insurance in form and content required by Paragraph 3. B. Seller's duly executed Seller's Deed in recordable form conveying to Purchaser fee simple title to the “Closing”) shall mean Premises in the date condition required by Paragraph 3.1. C. Seller's duly executed bills of sale, assignments, conveyances and/or deeds referred to in Paragraph 3.2. D. Seller's duly executed assignment of all certificates, permits, licenses, franchises, authorizations and approvals if any exist which Purchaser desires to have assigned to it, and all of Seller's rights thereunder, together with the originals thereof. E. Seller's duly executed closing statement in accordance herewith. F. A certificate that 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, as amended, in a form complying with federal tax law. G. All applicable state, county and municipal transfer declarations, certificates respecting payment of water and sewer bills and any other governmental furnished services or facilities, and any other required governmental certificates. H. The Escrow Agreement, Special Warranty Deed (as hereinafter defined) is recorded in the official records of Collin County, Texas and possession of the Property is delivered to Purchaser. Unless otherwise agreed to in writing by the parties, escrow shall close on or before December 22, 2006 (the “Closing Date”). Upon execution of this Deposit Agreement, the parties hereto shall deposit a copy Assignment and Assumption of an executed counterpart of this Agreement with Escrow Agent Rights and this instrument shall serve as the instructions to Escrow Agent for the purchase and sale contemplated hereby. Seller and Purchaser agree to execute such additional and supplementary escrow instructions as appropriate to enable the Escrow Agent to comply with the terms of this Agreement; providedObligations, however, that in the event of any conflict between this Agreement and any supplementary escrow instructions, this Agreement shall control. b. Possession of the Property shall be delivered to Purchaser at Closing free and clear of any and all liens, restrictions or other encumbrances other than the Lease agreements and the Permitted Exceptions, as provided above. Notwithstanding the foregoing, Seller may have an additional period of time pursuant documents required to a license agreement between the parties (the form and content of which will be negotiated and finalized during the Review Period), not to exceed sixty (60) days after the Closing, in which to remove its personal property from the 780 Building, and upon such removal the 780 Building shall be delivered by Seller under this Agreement if not previously delivered. In addition to Purchaser in broom clean condition and state of repair, and otherwise in the condition obligations required under Subsection 8.c.(2) hereof. to be performed hereunder by Seller agrees to deliver at Closing, from time to time subsequent to the Closing Seller shall perform such other acts, and shall execute, acknowledge and deliver such other agreements and documents as Purchaser reasonably may request in order to effectuate the consummation of the transaction contemplated herein or as may be needed to vest good, insurable and marketable title to the Purchased Assets in Purchaser or its assignee or nominee. 6.2 At the Closing, Purchaser shall deliver to Seller the following: (i) a duly executed special warranty deed conveying the Property to Purchaser : A. The Note. B. The Mortgage Agreement in the form attached hereto as Exhibit B (the “C. C. Purchaser's duly executed closing statement in accordance herewith. D. Corporate Special Warranty Deed”); (ii) evidence , Assignment and Assumption of Seller’s authority to consummate the contemplated transaction reasonably satisfactory to the Title Company Rights and Purchaser; (iii) a non-foreign certificate satisfactory for compliance with Internal Revenue Service reporting purposes and any similar forms required by the State of Texas; (iv) an affidavit in form reasonably and customarily required by the Title Company sufficient for the Title Company to issue to Purchaser a TLTA Owner’s Policy of Title Insurance on the Property in the amount of the Purchase Price (the “TLTA Title Policy”); (v) the duly executed Lease; (vi) two (2) original counterparts of a general assignmentObligations, in the form attached hereto as Exhibit E for the LicensesEscrow Agreement, Permits and Warranties, duly executed by Seller; (vii) two (2) originals of a xxxx of sale, in the form attached hereto as Exhibit F, transferring the Personal Property to Purchaser, duly executed by Seller; (viii) an amount equal to the base rent (the “Rent Payment”) coming due under the Lease for the first full month of the Lease term, plus the pro-rated amount of any Rent Payment due for any partial month of the Lease term commencing at Closing; (ix) two (2) originals of a license agreement for Seller’s access and use of the 780 Building for a 60-day period after the Closing (the “License Agreement”); and (x) any other documents as may be necessary to comply with Seller’s obligations under this Agreement. c. At Closing, the Purchase Price shall be paid by Purchaser to Seller by federal funds wire transfer or other funds acceptable to Seller, subject to adjustments under Section 6 hereof. At Closing, Purchaser agrees to deliver to Seller a duly executed original of the Lease together with any notice or memorandum of lease required thereby, Special Warranty Deed Deposit Agreement and any other documents as may required to be necessary to comply with Purchaser’s obligations delivered by Purchaser under this AgreementAgreement if not previously delivered. In addition to the obligations required to be performed hereunder by Purchaser at Closing, from time to time subsequent to the Closing Purchaser shall perform such other acts, and shall execute, acknowledge and deliver such other agreements and documents as Seller reasonably may request in order to effectuate the consummation of the transaction contemplated herein.