Conditions to Close of Escrow. The Funds shall not be disbursed and none of the documents delivered hereunder shall be recorded (or filed) or delivered to any person or entity until each of the following conditions is satisfied: (1) You have received all of the Funds (and have determined that you have received funds sufficient to pay all amounts noted on the Closing Statement) and you are unconditionally and irrevocably prepared to wire or otherwise disburse the same in accordance with paragraph D below. (2) You have received the Documents and are unconditionally and irrevocably prepared to record and/or file the Deed with the official records of San Mateo County. (3) You are unconditionally and irrevocably prepared to issue to Buyer an Owner's Policy on the terms required by the Purchase Agreement and in the form of the pro forma negotiated between you and Buyer. (4) You have received all information necessary for filing the forms (the “Information Returns”) then required to be filed pursuant to Section 6045 of the Internal Revenue Code with respect to the transactions contemplated by the Purchase Agreement (including Seller's written approval of the amount of gross proceeds to be shown on the Information Returns) and you are unconditionally and irrevocably prepared to serve as the designated “reporting person” (with such term having the meaning prescribed in §1.6045‑4(a) of the Regulations) in accordance with §1.6045‑4(e)(5) of the Regulations and, accordingly, (a) file all information returns required under the Regulations in respect of such transactions, and (b) furnish to the Seller any statements required under the Regulations in respect of such transactions. L-2 (5) You have received written authorization (which may be provided by e-mail) from each of the following: (a) Seller or a Seller's Closing Representative. “Seller's Closing Representative” means Xxxxxx Xxxx of Seller or Xxxxxx Xxxxxx or Xxxx X. Xxxxx of Xxxxx Xxxxx LLP; and (b) Buyer or a Buyer's Closing Representative. “Buyer's Closing Representative” means Xxxxx X. XxXxxx of Buyer or Xxxxxxx Xxxxxx or Xxxxxx Xxx of Xxxx Xxxxx LLP. Without limitation on paragraph J below, Buyer and Seller agree, as between themselves, that the delivery of the foregoing authorizations is not an additional condition to the obligation of Buyer or Seller to close the sale contemplated by the Purchase Agreement (the conditions to Closing being set forth in the Purchase Agreement). The purpose of the foregoing authorizations is simply to enable you to close this escrow (after satisfaction of the other requirements in this paragraph C) without having to determine whether the conditions to Closing set forth in the Purchase Agreement have been satisfied. D.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Conditions to Close of Escrow. The Funds shall not be disbursed and none of the documents delivered hereunder shall be recorded (or filed) or delivered to any person or entity until each of the following conditions is satisfied:
(1) You have received all of the Funds (and have determined that you have received funds sufficient to pay all amounts noted on the Closing Statement) and you are unconditionally and irrevocably prepared to wire or otherwise disburse the same in accordance with paragraph D below.
(2) You have received the Documents and are unconditionally and irrevocably prepared to record and/or file the Deed with the official records of San Mateo County.
(3) You are unconditionally and irrevocably prepared to issue to Buyer an Owner's Policy on the terms required by the Purchase Agreement and in the form of the pro forma negotiated between you and Buyer.
(4) You have received all information necessary for filing the forms (the “Information Returns”) then required to be filed pursuant to Section 6045 of the Internal Revenue Code with respect to the transactions contemplated by the Purchase Agreement (including Seller's written approval of the amount of gross proceeds to be shown on the Information Returns) and you are unconditionally and irrevocably prepared to serve as the designated “reporting person” (with such term having the meaning prescribed in §1.6045‑4(a) of the Regulations) in accordance with §1.6045‑4(e)(5) of the Regulations and, accordingly, (a) file all information returns required under the Regulations in respect of such transactions, and (b) furnish to the Seller any statements required under the Regulations in respect of such transactions. L-2.
(5) You have received written authorization (which may be provided by e-mail) from each of the following: :
(a) Seller or a Seller's Closing Representative. “Seller's Closing Representative” means Xxxxxx Xxxx of Seller or Xxxxxx Xxxxxx or Xxxx X. Xxxxx of Xxxxx Xxxxx LLP; and (b) Buyer or a Buyer's Closing Representative. “Buyer's Closing Representative” means Xxxxx X. XxXxxx of Buyer or Xxxxxxx Xxxxxx or Xxxxxx Xxx of Xxxx Xxxxx LLP. Without limitation on paragraph J below, Buyer and Seller agree, as between themselves, that the delivery of the foregoing authorizations is not an additional condition to the obligation of Buyer or Seller to close the sale contemplated by the Purchase Agreement (the conditions to Closing being set forth in the Purchase Agreement). The purpose of the foregoing authorizations is simply to enable you to close this escrow (after satisfaction of the other requirements in this paragraph C) without having to determine whether the conditions to Closing set forth in the Purchase Agreement have been satisfied. D.and
Appears in 1 contract
Conditions to Close of Escrow. The Funds shall not be disbursed and none of the documents delivered hereunder shall be recorded (or filed) or delivered to any person or entity until each of the following conditions is satisfied:
(1) You have received all of the Funds (and have determined that you have received funds sufficient to pay all amounts noted on the Closing Statement) and you are unconditionally and irrevocably prepared to wire or otherwise disburse the same in accordance with paragraph D below.
(2) You have received the Recordation Document, the Non-Recordation Documents (collectively, the “Documents”) and you are unconditionally and irrevocably prepared to record and/or file the Deed Recordation Document in accordance with the official records of San Mateo Countyparagraph D below.
(3) You are unconditionally and irrevocably prepared to issue to Buyer an Owner's ’s Policy on the terms required by the Purchase Agreement and in the form of the pro pro-forma negotiated between title insurance policy agreed upon by you and Buyer.Buyer prior to the expiration of the Due Diligence Period and to be attached hereto upon the expiration of the Due Diligence Period as Exhibit “A.”
(4) You have received all information necessary for filing the forms (the “Information Returns”) then required to be filed pursuant to Section 6045 of the Internal Revenue Code with respect to the transactions contemplated by the Purchase Agreement (including Seller's ’s written approval of the amount of gross proceeds to be shown on the Information Returns) and you are unconditionally and irrevocably prepared to serve as the designated “reporting person” (with such term having the meaning prescribed in §1.6045‑4(a1.6045-4(a) of the Regulations) in accordance with §1.6045‑4(e)(51.6045-4(e)(5) of the Regulations and, accordingly, (a) file all information returns required under the Regulations in respect of such transactions, and (b) furnish to the Seller any statements required under the Regulations in respect of such transactions. L-2.
(5) You have received written authorization (which may be provided by e-mail) in the form of Exhibit ”B” attached hereto to close the transaction from each of the following: :
(a) Seller or a Seller's “Seller Closing Representative”. “Seller's Seller Closing Representative” means Xxxxxxx X. Xxxxxx Xxxx of Seller Seller, or Xxxxxx Xxxxxx Xxxxxxxxx X. Xxxxxxx or Xxxx X. Xxxxx of Xxxxx Xxxxx LLP; and (b) Buyer or a Buyer's Closing Representative. “Buyer's Closing Representative” means Xxxxx X. XxXxxx Xxxxxxxx of Buyer or Xxxxxxx, Xxxxxxx Xxxxxx or Xxxxxx Xxx of Xxxx Xxxxx LLP. Without limitation on paragraph J below, Buyer and Seller agree, as between themselves, that the delivery of the foregoing authorizations is not an additional condition to the obligation of Buyer or Seller to close the sale contemplated by the Purchase Agreement (the conditions to Closing being set forth in the Purchase Agreement). The purpose of the foregoing authorizations is simply to enable you to close this escrow (after satisfaction of the other requirements in this paragraph C) without having to determine whether the conditions to Closing set forth in the Purchase Agreement have been satisfied. D.& Xxxxx; and
Appears in 1 contract
Samples: Purchase Agreement (Excelsior Lasalle Property Fund Inc)
Conditions to Close of Escrow. The Funds shall not be disbursed and none of the documents delivered hereunder shall be recorded (or filed) or delivered to any person or entity until each of the following conditions is satisfied:
(1) You have received all of the Funds (and have determined that you have received funds sufficient to pay all amounts noted on the Closing Statement) and you are unconditionally and irrevocably prepared to wire or otherwise disburse the same in accordance with paragraph D below.
(2) You have received the Recordation Document, the Non-Recordation Documents (collectively, the “Documents”) and you are unconditionally and irrevocably prepared to record and/or file the Deed Recordation Document in accordance with the official records of San Mateo Countyparagraph D below.
(3) You are unconditionally and irrevocably prepared to issue to Buyer an Owner's ’s Policy on the terms required by the Purchase Agreement and in the form of the pro forma negotiated between you and Buyerfinal marked Title Report or proforma Owner’s Policy approved in writing by Buyer and/or its counsel.
(4) You have received all information necessary for filing the forms (the “Information Returns”) then required to be filed pursuant to Section 6045 of the Internal Revenue Code with respect to the transactions contemplated by the Purchase Agreement (including Seller's written approval . In order to assure compliance with the requirements of Section 6045 of the amount Internal Revenue Code of gross proceeds 1986, as amended (the “Code”), and any related reporting requirements of the Code, the parties hereto agree as follows:
(a) Seller and Buyer hereby designate the Escrow Agent as the person to be shown on the Information Returns) and you are unconditionally and irrevocably prepared to serve as the designated “responsible for all information reporting person” (with such term having the meaning prescribed in §1.6045‑4(aunder Section 6045(e) of the Regulations) in accordance with §1.6045‑4(e)(5Code (the “Reporting 2890904.5 Exhibit C-2 Person”). Escrow Agent agrees to act as the Reporting Person and hereby assumes all responsibilities for information reporting required under Section 6045(e) of the Regulations and, accordingly, (a) file all information returns required under the Regulations in respect of such transactions, and Code.
(b) furnish Seller and Buyer hereby agree:
(i) to provide to the Seller Reporting Person all information and certifications regarding such Party, as reasonably requested by the Reporting Person or otherwise required to be provided by a Party to the transaction described herein under Section 6045 of the Code; and
(ii) to provide to the Reporting Person such Party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any statements required other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the Regulations taxpayer identification number supplied by such party to the Reporting Person is correct.
(c) Each party hereto agrees to retain this Agreement for not less than four years from the end of the calendar year in respect of such transactions. L-2which the Closing occurs, and to produce it to the Internal Revenue Service upon a valid request therefor.
(5) You have received written authorization (which may be provided by e-mail) in the form of Exhibit ”A” attached hereto to close the transaction from each of the following: :
(a) Seller or a Seller's “Seller Closing Representative”. “Seller's Closing Representative” means Xxxxxx Xxxx of Seller or Xxxxxx Xxxxxx or Xxxx X. Xxxxx of Xxxxx Xxxxx LLP; and (b) Buyer or a Buyer's Closing Representative. “Buyer's Closing Representative” means Xxxxx Xxxxxxx of Seller, or Xxxxx X. XxXxxx Xxxxxxxx, Esq. or Xxxxx X. Kai, Esq. of Buyer or Pircher, Xxxxxxx Xxxxxx or Xxxxxx Xxx of Xxxx Xxxxx LLP. Without limitation on paragraph J below, Buyer and Seller agree, as between themselves, that the delivery of the foregoing authorizations is not an additional condition to the obligation of Buyer or Seller to close the sale contemplated by the Purchase Agreement (the conditions to Closing being set forth in the Purchase Agreement). The purpose of the foregoing authorizations is simply to enable you to close this escrow (after satisfaction of the other requirements in this paragraph C) without having to determine whether the conditions to Closing set forth in the Purchase Agreement have been satisfied. D.& Xxxxx; and
Appears in 1 contract
Samples: Purchase Agreement (Behringer Harvard Opportunity REIT II, Inc.)
