Common use of Closing Matters Clause in Contracts

Closing Matters. (a) Expressly conditioned upon Buyer's compliance with its obligations under SECTION 6.2(b), Sellers shall deliver at Closing: (i) a Deed (containing special or, as appropriate, limited warranties of title) for each Property (the DEED), duly executed and acknowledged by Seller, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a), substantially in the form attached to this Contract as EXHIBIT M; (ii) at least 2 counterparts of a Bill of Sale for each Property (the BILL XX XALE), duly executed by Seller, sxxxxantially in the form attached to this Contract as EXHIBIT N; (iii) at least 2 counterparts of an Assignment of Leases, Contracts, Security Deposits, and Warranties for each Property (the ASSIGNMENT OF LEASES) duly executed by Seller, substantially in the form attached to this Contract as EXHIBIT O. (iv) an IRC Section 1445 Certification, duly executed by each Seller, substantially in the form attached to this Contract as EXHIBIT P; (v) at least 1 counterpart of a notice to tenants for each Property (the TENANT NOTICE LETTER), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT Q, to be addressed to each tenant at the Real Property; (vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached to this Contract as EXHIBIT H; (vii) at least 1 counterpart of all assumption documents required to be executed by Seller with respect to Buyer's assumption of the Existing Loans; (viii) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller to be true and correct in all material respects; (ix) a list of aged rent delinquencies for each Property, identifying each delinquent tenant by name and unit number, dated no earlier than 5 days prior to the date Sellers deliver same; (x) possession of each Property, subject to the Permitted Exceptions and the rights of tenants in possession under the Leases; and (xi) the following to the extent they are in the Seller's possession or control: (A) originals (or copies if originals are not available) of the Leases, the Service Contracts, the Plans, the Warranties, and the Records; and (B) all keys to the Improvements, including, but not limited to, keys to all door locks and keys of any vehicles or equipment being conveyed (and an accounting for keys in possession of others), which keys shall be marked and identified; and all documents in the possession of the Seller, pertaining to occupants of the Property, including, but not by way of limitation, all leases, applications, correspondence and credit reports relating to each such occupant; (xii) a fully executed termination of the management agreement for each Property at Seller's sole cost and expense; (xiii) a license in the form attached hereto as EXHIBIT R authorizing Buyer's continued display of the name "Jefferson", "Jefferson Commons" and the initials "JPI" for a period of nine (9) months after the Closing Date, as well as Buyer's agreement to cause the removal of such names from the Property by no later than nine (9) months after the Closing Date (the LICENSE);

Closing Matters. (a) Expressly conditioned upon Buyer's compliance with its obligations under SECTION 6.2(b), Sellers shall deliver at Closing: (i) a Deed (containing special or, as appropriate, limited warranties of title) for each Property (the DEED), duly executed and acknowledged by Seller, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a), substantially in the form attached to this Contract as EXHIBIT MQ; (ii) at least 2 counterparts of a Bill of Sale for each Property (the BILL XX XALESALE), duly executed by Seller, sxxxxantially xxxxtantially in the form attached to this Contract as EXHIBIT NR; (iii) at least 2 counterparts of an Assignment of Leases, Contracts, Security Deposits, and Warranties for each Property (the ASSIGNMENT OF LEASES) duly executed by Seller, substantially in the form attached to this Contract as EXHIBIT O.S. (iv) an IRC Section 1445 Certification, duly executed by each Seller, substantially in the form attached to this Contract as EXHIBIT PT; (v) at least 1 counterpart of a notice to tenants for each Property (the TENANT NOTICE LETTER), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT QU, to be addressed to each tenant at the Real Property; (vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached to this Contract as EXHIBIT HJ; (vii) at least 1 counterpart of all assumption documents required to be executed by Seller with respect to Buyer's assumption of the Existing Loans; (viii) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller to be true and correct in all material respects; (ix) a list of aged rent delinquencies for each Property, identifying each delinquent tenant by name and unit number, dated no earlier than 5 days prior to the date Sellers deliver same; (x) possession of each Property, subject to the Permitted Exceptions and the rights of tenants in possession under the Leases; and (xi) the following to the extent they are in the Seller's possession or control: (A) originals (or copies if originals are not available) of the Leases, the Service Contracts, the Plans, the Warranties, and the Records; and (B) all keys to the Improvements, including, but not limited to, keys to all door locks and keys of any vehicles or equipment being conveyed (and an accounting for keys in possession of others), which keys shall be marked and identified; and all documents in the possession of the Seller, pertaining to occupants of the Property, including, but not by way of limitation, all leases, applications, correspondence and credit reports relating to each such occupant; (xii) a fully executed termination of the management agreement for each Property at Seller's sole cost and expense; (xiii) a license in the form attached hereto as EXHIBIT R V authorizing Buyer's continued display of the name "Jefferson", "Jefferson Commons" and the initials "JPI" for a period of nine (9) months after the Closing Date, as well as Buyer's agreement to cause the removal of such names from the Property by no later than nine (9) months after the Closing Date (the LICENSE);

Closing Matters. (a) Expressly conditioned upon Buyer's compliance with its obligations under SECTION 6.2(b), Sellers shall deliver at Closing: (i) a Deed (containing special orat least 2 counterparts of the stock power transferring the common stock of Tallahassee, as appropriateInc., limited warranties of title) for each Property Western Michigan, Inc., Stillwater, Inc., State College, Inc., Xxxxxx, Inc., Lubbock, Inc., Columbus, Inc., Knoxville, Inc., and Tampa, Inc., from Sellers to Buyer (the DEEDSTOCK POWERS); (ii) at least 2 counterparts of the Assignment of Interests with respect to JPI-CG's and JPI-MC's respective right, title and interest in and to their respective Interests to be transferred hereunder (the ASSIGNMENT OF INTERESTS), duly executed and acknowledged by Sellersuch document being modified to properly reflect the respective transfer, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a), but being substantially in the form attached to this Contract as EXHIBIT M; (ii) at least 2 counterparts of a Bill of Sale for each Property (the BILL XX XALE), duly executed by Seller, sxxxxantially in the form attached to this Contract as EXHIBIT NQ; (iii) at least 2 counterparts of an Assignment of Leases, Contracts, Security DepositsPartnership Interests, and Warranties for each Property all documents required to be delivered by Buyer under the Assignment of Partnership Interests, duly executed by Genpar and JPIIC with respect to their Interests in Lofts (the ASSIGNMENT OF LEASES) duly executed by SellerPARTNERSHIP INTERESTS), substantially in the form attached to this Contract as EXHIBIT O.R; (iv) an IRC Section 1445 Certification, duly the Deed Restrictions executed by each Seller, substantially the Partnership to be recorded in the form attached to this Contract as EXHIBIT Preal property records of counties in which the Properties are located on the Closing Date; (v) at least 1 counterpart of a notice to tenants for each Property (the TENANT NOTICE LETTER), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT Q, to be addressed to each tenant at the Real Property; (vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached to this Contract as EXHIBIT H; (vii) at least 1 counterpart of all assumption documents required to be executed by Seller the Partnerships, if any, with respect to Buyer's assumption of the Existing Loans; (viiivi) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller the Partnerships to be true and correct in all material respects; (ixvii) a list of aged rent delinquencies for each Property, identifying each delinquent tenant by name and unit number, dated no earlier than 5 days prior to the date Sellers deliver same; (xviii) possession of each Property, subject to the Permitted Exceptions and the rights of tenants in possession under the Leases; and; (xiix) the following to the extent if they are in the Seller's Partnerships' possession or control: (A) originals (or copies if originals are not available) of the Leases, the Service Contracts, the Plans, the Warranties, and the Records; and (B) all keys to the Improvements, Improvements including, but not limited to, keys to all door locks and keys of any vehicles or equipment being conveyed (and an accounting for keys in possession of others), which keys shall be marked and identified; and all documents in the possession of the Seller, pertaining to occupants of the Property, including, but not by way of limitation, all leases, applications, correspondence and credit reports relating to each such occupant; (xiix) a fully executed termination of the management agreement for each Property at Seller's the Partnerships' sole cost and expense; (xiiixi) a license in the form attached hereto as EXHIBIT R S authorizing Buyer's continued display of the name "Jefferson", "Jefferson Commons" and the initials "JPI" for a period of nine (9) months after the Closing Date, as well as Buyer's agreement to cause the removal of such names from the Property by no later than nine (9) months after the Closing Date (the LICENSE);

Closing Matters. (a) Expressly conditioned upon Buyer's ’s compliance with its obligations under SECTION Section 6.2(b), Sellers Seller shall deliver at Closing: (i) a Special Warranty Deed (containing special or, as appropriate, limited warranties of title) for each Property (the DEED“Deed”), duly executed and acknowledged by Seller, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a), substantially in the form attached to this Contract as EXHIBIT MExhibit F; (ii) at least 2 counterparts of a Bill Xxxx of Sale for each Property (the BILL XX XALE“Xxxx of Sale”), duly executed by Seller, sxxxxantially substantially in the form attached to this Contract as EXHIBIT NExhibit G; (iii) at least 2 counterparts of an Assignment of Leases, Contracts, and Security Deposits, and Warranties for each Property (the ASSIGNMENT OF LEASES“Assignment of Leases”) duly executed by Seller, substantially in the form attached to this Contract as EXHIBIT O.Exhibit H. (iv) an IRC Section 1445 Certification, duly executed by each Seller, substantially in the form attached to this Contract as EXHIBIT PExhibit I; (v) at least 1 counterpart of a notice to tenants for each Property (the TENANT NOTICE LETTER“Tenant Notice Letter”), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT QExhibit J, to be addressed to each tenant at the Real Property; (vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached a Rent Roll dated no earlier than 3 days prior to this Contract as EXHIBIT HClosing; (vii) at least 1 counterpart of all assumption documents required to be executed by Seller with respect to Buyer's assumption of the Existing Loans; (viii) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller to be true and correct in all material respects; (ix) a list of aged rent delinquencies for each Propertydelinquencies, identifying each delinquent tenant by name and unit number, dated no earlier than 5 3 days prior to the date Sellers deliver Seller delivers same; (xviii) possession of each the Property, subject to the Permitted Exceptions and the rights of tenants in possession under the Leases; (ix) such affidavits as the Title Company may reasonably require in order to omit from its title insurance policy all exceptions for (i) parties in possession other than under the rights to possession granted under the Leases; and (ii) mechanics’ liens, as well as a Gap Indemnity Agreement; (x) evidence acceptable to Title Company authorizing the consummation by Seller of the purchase and sale transaction contemplated hereby and the execution and delivery of the closing documents on behalf of Seller; and (xi) the following to the extent following, if they are in the Seller's possession or control’s possession: (A) originals (or copies if originals are not available) of the Leases, the Service Contracts, the Plans, the Warranties, and the Records; and; (B) all keys to the Improvements; and (C) original copies of all certificates, includinglicenses, but not limited topermits, keys authorizations and approvals issued for or with respect to all door locks and keys of any vehicles or equipment being conveyed (and an accounting for keys in possession of others)the Property by governmental authorities having jurisdiction, which keys shall except that photocopies may be marked and identified; and all documents in substituted if the possession of the Seller, pertaining to occupants of originals are posted at the Property. (b) At Closing, includingBuyer shall deliver to Title Company as a condition precedent to the obligation of Seller to perform its obligations under Section 6.2(a): (i) by wire transfer or other immediately available federal funds, but not by way of limitationthe Purchase Price, all leases, applications, correspondence subject to applicable prorations and credit reports relating to each such occupantcredits; (xiiii) a fully executed termination at least 2 counterparts of the management agreement for each Property at Seller's sole cost Assignment of Leases and expense;the Xxxx of Sale, duly executed by Buyer; and (xiiiiii) a license at least 1 counterpart of the Tenant Notice Letter, duly executed by Buyer. (c) Seller and Buyer shall execute and deliver to the appropriate parties any additional documents and instruments that, in the form attached hereto as EXHIBIT R authorizing mutual opinion of Buyer's continued display of the name "Jefferson"’s counsel and Seller’s counsel, "Jefferson Commons" and the initials "JPI" for a period of nine (9) months after the Closing Date, as well as Buyer's agreement are necessary to cause the removal of such names from the Property by no later than nine (9) months after the Closing Date (the LICENSE);consummate this transaction.

Closing Matters. (a) Expressly conditioned upon Buyer's compliance with its obligations under SECTION 6.2(b6.2(B), Sellers Seller shall deliver at Closing: (i) a California form of Grant Deed (containing special or, as appropriate, limited warranties of title) for each the Property (the "DEED"), duly executed and acknowledged by Seller, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a2.1(A), substantially in the form attached to this Contract as EXHIBIT MI; (ii) at least 2 counterparts of a Bill Xxxx of Sale for each the Property (the BILL XX XALE"XXXX OF SALE"), duly executed by Seller, sxxxxantially substantially in the form attached to this Contract as EXHIBIT NJ; (iii) at least 2 counterparts of an Assignment of LeasesLease, Contracts, Security Deposits, Contracts and Warranties for each the Property (the "ASSIGNMENT OF LEASESLEASE") duly executed by Seller, substantially in the form attached to this Contract as EXHIBIT O.K. (iv) an IRC Section 1445 Certification, duly executed by each Seller, substantially in the form attached to this Contract as EXHIBIT PL; (v) at least 1 one counterpart of a notice to tenants for each Property Tenant (the "TENANT NOTICE LETTER"), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT QM, to be addressed to each tenant Tenant at the Real Property; (vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached to this Contract as EXHIBIT H; (vii) at least 1 one counterpart of all assumption documents required to be executed by Seller with respect to Buyer's assumption of the Existing LoansLoan; (viii) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller to be true and correct in all material respects; (ix) a list of aged rent delinquencies for each Property, identifying each delinquent tenant by name and unit number, dated no earlier than 5 days prior to the date Sellers deliver same; (xvii) possession of each the Property, subject to the Permitted Exceptions and the rights of tenants in possession under the Leases; andTenant; (xiviii) the following to the extent they are in the Seller's possession or control: (A) originals (or copies if originals are not available) of the LeasesLease, the Service Contracts, the Plans, the Warranties, and the Records; and (B) all keys to the Improvements, including, but not limited to, keys to all door locks and keys of any vehicles or equipment being conveyed (and an accounting for keys in possession of others), which keys shall be marked and identified; and all documents in the possession of the Seller, pertaining to occupants of the Property, including, but not by way of limitation, all leases, applications, correspondence and credit reports relating to each such occupant; (xiiix) a fully executed termination of the any management agreement for each the Property at Seller's sole cost and expense; (x) such evidence or documents as may be reasonably required by the Title Company evidencing the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of the Seller in connection with the sale of the Property; (xi) Seller's written approval of the estimated closing statement of the prorations and the distribution of the closing proceeds; provided, that the closing statement will only be delivered to the Escrow Holder and will not be delivered to Buyer; (xii) if Units are to be issued to any Designated Owners, signature pages of the Buyer's Partnership Agreement duly executed by such Designated Owners as limited partners; and (xiii) a license quitclaim deed from Tenant, executed in accordance with the provisions of Section 9 of that certain Shared Appreciation Agreement amended and restated as of January 1, 2000 between Seller and Tenant, relinquishing any interest of Tenant in the Property other than the Lease; (xiv) the ESTOPPEL CERTIFICATE (as defined in SECTION 9.19); and (xv) a California FTB Form 593-C, duly executed by Seller. (b) No later than 4:00 p.m., Houston, Texas time, on the Closing Date, Buyer shall deliver to the Escrow Holder as a condition precedent to the obligation of Seller to perform its obligations under SECTION 6.2(A): (i) by wire transfer or other immediately available federal funds, the cash portion of the Purchase Price, subject to applicable prorations and credits; and (ii) at least two counterparts of the Assignment of Lease and the Xxxx of Sale, duly executed by Buyer; (iii) at least one counterpart of all assumption documents with respect to Buyer's assumption of the Existing Loan, duly executed by Buyer and Lender; (iv) at least one counterpart of the Tenant Notice Letter, duly executed by Buyer; (v) such evidence or documents as may be reasonably required by the Title Company evidencing the status and capacity of Buyer and the authority of the person or persons who are executing the various documents on behalf of Buyer in connection with the purchase of the Property; (vi) Buyer's written approval of the estimated closing statement of the prorations and the distribution of the closing proceeds; (vii) if Units are issued, and if the Units are to be certificated certificates representing the Units duly issued by Buyer in the name of each Designated Owner, as of the Closing Date representing the Units to which such Designated Owner is entitled pursuant to SECTION 1.2 of this Contract; (viii) if Units are to be issued at the Closing, a fully executed Buyer's Amended and Restated Partnership Agreement, with the originally duly executed signature of its general partner, and original or photostatic copies of the signatures of all existing limited partners. (ix) opinions of Buyer's counsel addressed to Seller and dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT R authorizing EXHIBITS O-1, O-2 AND O-3 (the "Opinions"). (c) Seller and Buyer shall execute and deliver to the appropriate parties any additional documents and instruments that, in the mutual opinion of Buyer's continued display of the name "Jefferson"counsel and Seller's counsel, "Jefferson Commons" and the initials "JPI" for a period of nine (9) months after the Closing Date, as well as Buyer's agreement are necessary to cause the removal of such names from the Property by no later than nine (9) months after the Closing Date (the LICENSE);consummate this transaction.