Common use of Conveyancing Documents and Deliveries Clause in Contracts

Conveyancing Documents and Deliveries. At the Closing: (1) Purchaser shall deliver to Seller the Cash Balance and any other amounts payable by Purchaser to Seller at the Closing pursuant to this Agreement; (2) Seller shall execute, acknowledge and deliver a deed with covenants against grantor's acts sufficient to convey the Premises to Purchaser subject only to the Permitted Exceptions and such other Title Exceptions and such other Title Exceptions as Purchaser shall have waived or been deemed to waive pursuant to the terms of this Agreement (the "DEED"). (3) Seller shall deliver to Purchaser original counterparts of the Tenant Estoppel Certificates received by Seller. (4) Seller shall deliver to Purchaser an original counterpart of the ISRA Letter. (5) Seller shall deliver to Purchaser original counterparts (or, if the same are unavailable, copies thereof) of the Leases. Delivery of the foregoing may be effectuated by leaving the same in the custody of Purchaser or its property manager at the management office at the Premises. (6) Seller shall deliver to Purchaser original counterparts (or, if the same are unavailable, copies thereof) of the Security Contracts. Delivery of the foregoing may be made by leaving the same in the custody of Purchaser or Purchaser's property manager at the management office at the Premises. (7) Seller shall deliver to Purchaser such plans, specifications, tenant files, permits and licenses which pertain to the Premises and are in Seller's possession. Delivery of the foregoing may be made by leaving the same in the custody of Purchaser or Purchaser's property manager at the management office at the Premises. (8) Seller shall execute and deliver a general bill of sale in the form xx Xxhibit E annexed hereto, conveying to Purchaser all of Seller's right, title and interest in and to the Personal Property. (9) Seller, as assignor, and Purchaser, as assignee, shall mutually execute and deliver to each other an instrument in the form of Exhibit F annexed hereto providing for the assignment by Seller of the landlord's interest in the Leases and the assumption by Purchaser of the landlord's obligations under the Leases which arise or accrue from and after the Closing Date. (10) Seller and Purchaser shall mutually execute and deliver to each other an instrument in the form of Exhibit G annexed hereto providing for (x) the assignment by Seller to Purchaser of all of Seller's right, title and interest in and to the Security Contracts, any Tenant Brokerage Agreements to which Purchaser shall have consented and the assignable Licenses and Permits, and the assumption by Purchaser of Seller's obligations thereunder which first arise or accrue from and after the Closing Date and (y) the assumption by Purchaser of Seller's obligations with respect to post-termination leasing commissions payable in accordance with Exhibit B, Section 9 of the Leasing Agency Agreement (as defined in Exhibit C annexed hereto.) (11) Subject to the provisions of Section 7.1(j) hereof pertaining to post-termination leasing commissions payable under the Leasing Agency Agreement, Seller shall deliver to Purchaser evidence of the termination of the Service Contracts, other than the Security Contracts and the Tenant Brokerage Agreements (if any). (12) Seller shall request prior to Closing that the leasing agent under the Leasing Agency Agreement furnish Purchaser on the Closing Date with a final list of prospective tenants with respect to which it may become entitled to a commission in accordance with the provisions of Exhibit B, Section 9 of the Leasing Agency Agreement. (13) Seller shall deliver to Purchaser an instrument pursuant to which Seller (i) remakes the representations made by Seller in Section 9.3 (a)-(f) hereof as of the Closing Date and (ii) advises Purchaser of any facts or circumstances which would render any of such representations, as made of the Closing Date, untrue. (14) Seller and Purchaser shall execute and deliver a letter to each of the tenants under the Leases and the other party to the Security Contracts, notifying each such tenant or party of the sale of the Premises and indicating the new address for notices under the Leases and the Security Contracts. (15) Seller shall execute and deliver a FIRPTA affidavit required pursuant to the Treasury Department Regulations promulgated under Section 1445 of the Internal Revenue Code of 1986, as amended, in respect of the Property. Seller understands that such certification will be retained by Purchaser and will be made available to the Internal Revenue Service on request. (16) Seller, as assignor, and Purchaser, as assignee, shall each execute and deliver an instrument providing for the assignment, without recourse, representation or warranty, of Seller's interest in and to any licenses or permits affecting the Premises, and Purchaser's assumption of any obligations thereunder which arise or accrue from and after the Closing Date. (17) Each of Seller and Purchaser shall execute and deliver a closing statement setting forth with specificity the adjustments made in accordance with Article 8 hereof. (18) Seller shall deliver to Purchaser Seller's check in the amount of the security deposits held by Seller as landlord under the Leases. Notwithstanding the foregoing, any tenant security deposits held in a form other than cash shall be transferred to Purchaser by way of appropriate instruments of transfer or assignment. (19) Purchaser shall deliver to Seller evidence reasonably satisfactory to Seller of the due authorization, execution and delivery of the documents and instruments to be executed by Purchaser at Closing in accordance with the terms of this Agreement. (20) Seller shall deliver to Purchaser evidence reasonably satisfactory to Purchaser of the due authorization, execution and delivery of the documents and instruments to be executed by Seller at Closing in accordance with the terms of this Agreement (21) Seller and Purchaser shall each execute and deliver such other documents as shall reasonably be required to effectuate the Closing.

Conveyancing Documents and Deliveries. At the Closing: (1a) Purchaser shall deliver to Seller the Cash Balance and any other amounts payable by Purchaser to Seller at the Closing pursuant to this Agreement; (2b) Seller shall execute, acknowledge and deliver a special warranty deed with covenants against grantor's acts or its equivalent sufficient to convey the Premises to Purchaser in accordance with the terms hereof, subject only to the Permitted Exceptions and such other Title Exceptions and such other Title Exceptions as Purchaser shall have waived or been deemed to waive pursuant to the terms of this Agreement (the "DEED"“Deed”).; (3) Seller shall deliver to Purchaser original counterparts of the Tenant Estoppel Certificates received by Seller. (4) Seller shall deliver to Purchaser an original counterpart of the ISRA Letter. (5c) Seller shall deliver to Purchaser original counterparts (or, if the same are unavailable, copies thereof) of the Leases. Delivery of the foregoing may be effectuated by leaving the same in the custody of Purchaser or its property manager at the management office at the Premises.; (6d) Seller shall deliver to Purchaser original counterparts (or, if the same are unavailable, copies thereof) of the Security assignable Service Contracts. Delivery of the foregoing may be made by leaving the same in the custody of Purchaser or Purchaser's property manager at the management office at the Premises.; (7e) Seller shall deliver to Purchaser such plans, specifications, tenant files, permits and licenses which pertain to the Premises and are in Seller's possession. Delivery of the foregoing may be made by leaving the same in the custody of Purchaser or Purchaser's property manager at the management office at the Premises. (8) Seller shall execute and deliver a general bill xxxx of sale in the form xx Xxhibit E of Exhibit D annexed hereto, conveying to Purchaser all of Seller's ’s right, title and interest in and to the Personal Property.; (9f) Seller, as assignor, and Purchaser, as assignee, shall each execute, acknowledge and deliver an instrument in the form of Exhibit E annexed hereto providing for the assignment by Seller of the landlord’s interest in the Leases and the assumption by Purchaser of the landlord’s obligations under the Leases which arise or accrue from and after the Closing Date; (g) Seller and Purchaser shall mutually execute and deliver to each other an instrument in the form of Exhibit F annexed hereto providing for the assignment by Seller of the landlord's interest in the Leases and the assumption by Purchaser of the landlord's obligations under the Leases which arise or accrue from and after the Closing Date. (10) Seller and Purchaser shall mutually execute and deliver to each other an instrument in the form of Exhibit G annexed hereto providing for (x) the assignment by Seller to Purchaser of all of Seller's ’s right, title and interest in and to the Security Contracts, any Tenant Brokerage Agreements to which Purchaser shall have consented assignable Service Contracts and the assignable Licenses and Permits, Permits and the assumption by Purchaser of (x) all of Seller's ’s obligations thereunder under the assignable Service Contracts and the assignable Licenses and Permits which first arise or accrue from and after the Closing Date and (y) the assumption by Purchaser obligations of Seller's obligations Seller with respect to post-termination leasing commissions payable in accordance with Exhibit B, Section 9 of the Leasing Agency Agreement (as defined in Exhibit C annexed hereto.); (11h) Subject to the provisions of Section 7.1(j) hereof pertaining to post-termination leasing commissions payable under the Leasing Agency Agreement, Seller shall deliver to furnish Purchaser with evidence of the termination of the Service ContractsProperty Management Agreement (as defined in Exhibit C annexed hereto) and, other than the Security Contracts and the Tenant Brokerage Agreements (if any). (12) Seller shall request prior subject to Closing that the leasing agent under the Leasing Agency Agreement furnish Purchaser on the Closing Date with a final list of prospective tenants with respect to which it may become entitled to a commission in accordance with the provisions of Exhibit BSection 7.1(g) above, Section 9 of the Leasing Agency Agreement.; (13) Seller shall deliver to Purchaser an instrument pursuant to which Seller (i) remakes the representations made by Seller in Section 9.3 (a)-(f) hereof as of the Closing Date and (ii) advises Purchaser of any facts or circumstances which would render any of such representations, as made of the Closing Date, untrue. (14) Seller and Purchaser shall execute and deliver a letter to each of the tenants under the Leases and each of the other party parties to the Security Contracts, assignable Service Contracts notifying each such tenant or party of the sale of the Premises and indicating the new address for notices under the Leases and Service Contracts and the Security Contracts.new address for the payment of rent under the Leases; (15j) Seller shall execute and deliver a FIRPTA affidavit required pursuant to the Treasury Department Regulations promulgated under Section 1445 of the Internal Revenue Code of 1986, as amended, in respect of the Property. Seller understands that such certification will be retained by Purchaser and will be made available to the Internal Revenue Service on request.; (16k) Seller, as assignor, Seller shall deliver to Purchaser a certification statement from the Philadelphia Department of Licenses and Purchaser, as assignee, shall each execute and deliver an instrument providing for Inspections dated within 20 days prior to the assignment, without recourse, representation or warranty, of Seller's interest in and to any licenses or permits affecting the Premises, and Purchaser's assumption of any obligations thereunder which arise or accrue from and after the Closing Date.Closing; (17l) Each of Seller and Purchaser shall execute and deliver to each other a closing statement setting forth with specificity the adjustments made in accordance with Article 8 hereof.; (18m) Seller shall deliver to Purchaser Seller's check in credit against the amount of Cash Balance the security deposits held by Seller as landlord under the Leases. Notwithstanding the foregoing, any tenant security deposits held in a form other than cash shall be transferred to Purchaser by way of appropriate instruments of transfer or assignment.; (19n) Purchaser shall deliver to Seller evidence reasonably satisfactory to Seller of the due authorization, execution and delivery of the documents and instruments to be executed by Purchaser at Closing in accordance with the terms of this Agreement.; and (20o) Seller shall deliver to Purchaser evidence reasonably satisfactory to Purchaser of the due authorization, execution and delivery of the documents and instruments to be executed by Seller at Closing in accordance with the terms of this Agreement (21) Seller and Purchaser shall each execute and deliver such other documents as shall reasonably be required to effectuate the Closing.

Conveyancing Documents and Deliveries. At the Closing: (1a) Purchaser shall deliver to Seller the Cash Balance and any other amounts payable by Purchaser to Seller at the Closing pursuant to this Agreement; (2b) Seller shall execute, acknowledge and deliver a quitclaim deed with covenants against grantor's acts sufficient to convey the Premises to Purchaser in accordance with the terms hereof, subject only to the Permitted Exceptions and such other Title Exceptions and such other Title Exceptions as Purchaser shall have waived or been deemed to waive pursuant to the terms of this Agreement (the "DEED").; (3) Seller shall deliver to Purchaser original counterparts of the Tenant Estoppel Certificates received by Seller. (4) Seller shall deliver to Purchaser an original counterpart of the ISRA Letter. (5c) Seller shall deliver to Purchaser original counterparts (or, if the same are unavailable, copies thereof) of the Leases. Delivery of the foregoing may be effectuated by leaving the same in the custody of Purchaser or its property manager at the management office at the Premises.assignable Service Contracts; (6d) Seller shall deliver to Purchaser original counterparts (or, if the same are unavailable, copies thereof) of any permits, approvals or certificates of occupancy pertaining to the Security Contracts. Delivery of Premises, to the foregoing may be made by leaving extent the same in the custody of Purchaser or Purchaser's property manager at the management office at the Premises. (7) Seller shall deliver to Purchaser such plans, specifications, tenant files, permits and licenses which pertain to the Premises and are in Seller's possession. Delivery of the foregoing may be made by leaving the same in the custody of Purchaser possession or Purchaser's property manager at the management office at the Premises.control; (8) e) Seller shall execute and deliver a general bill of sale in the form xx Xxhibit of Exxxxxt E annexed hereto, conveying to Purchaser all of Seller's right, title and interest in and to the Personal Property.; (9f) SellerSubject to the provisions of Section 7.1(g) hereof, as assignor, and Purchaser, as assignee, shall mutually execute and deliver to each other an instrument in the form of Exhibit F annexed hereto providing for the assignment by Seller of the landlord's interest in the Leases and the assumption by Purchaser of the landlord's obligations under the Leases which arise or accrue from and after the Closing Date. (10) Seller and Purchaser shall mutually execute and deliver to each other an instrument in the form of Exhibit G annexed hereto ( the "SERVICE CONTRACT ASSIGNMENT") providing for (x) the assignment by Seller to Purchaser of all of Seller's right, title and interest in and to the Security assignable Service Contracts, any Tenant Brokerage Agreements to which Purchaser shall have consented and the assignable Licenses and Permits, Warranties (other than the JRC License Agreement) and the Purchaser's assumption by Purchaser of Seller's obligations thereunder under the assignable Service Contracts, Licenses and Warranties (other than the JRC License Agreement) which first arise or accrue from and after the Closing Date and Date; (yg) the assumption by Seller shall furnish Purchaser of Seller's obligations with respect to post-termination leasing commissions payable in accordance with Exhibit B, Section 9 evidence of the Leasing Agency termination of the Property Management Agreement (as defined in Exhibit C annexed hereto.) (11) Subject to . Seller and Purchaser mutually acknowledge and agree that, effective as of the provisions Closing, the JRC License Agreement shall terminate, whereupon neither Seller nor Purchaser shall have any further obligation thereunder, with the exception of Section 7.1(j) hereof pertaining to post-termination leasing commissions payable under the Leasing Agency Agreement, Seller shall deliver to Purchaser evidence of those obligations which expressly survive the termination of the Service Contracts, other than the Security Contracts and the Tenant Brokerage Agreements (if any).JRC License Agreement; (12) Seller shall request prior to Closing that the leasing agent under the Leasing Agency Agreement furnish Purchaser on the Closing Date with a final list of prospective tenants with respect to which it may become entitled to a commission in accordance with the provisions of Exhibit B, Section 9 of the Leasing Agency Agreement. (13) Seller shall deliver to Purchaser an instrument pursuant to which Seller (i) remakes the representations made by Seller in Section 9.3 (a)-(f) hereof as of the Closing Date and (ii) advises Purchaser of any facts or circumstances which would render any of such representations, as made of the Closing Date, untrue. (14h) Seller and Purchaser shall execute and deliver a letter to each of the tenants under the Leases and the other party parties to the Security Contracts, assignable Service Contracts notifying each such tenant or party of the sale of the Premises and indicating the new address for notices under the Leases and the Security Service Contracts.; (15i) Seller shall execute and deliver a FIRPTA affidavit required pursuant to the Treasury Department Regulations promulgated under Section 1445 of the Internal Revenue Code of 1986, as amended, in respect of the Property. Seller understands that such certification will be retained by Purchaser and will be made available to the Internal Revenue Service on request.; (16j) Seller, as assignor, and Purchaser, as assignee, shall each execute and deliver an instrument providing for the assignment, without recourse, representation or warranty, of Seller's interest in and to any licenses or permits affecting the Premises, and Purchaser's assumption of any obligations thereunder which arise or accrue from and after the Closing Date. (17) Each of Seller and Purchaser shall execute and deliver to each other a closing statement setting forth with specificity the adjustments made in accordance with Article 8 hereof.; (18) Seller shall deliver to Purchaser Seller's check in the amount of the security deposits held by Seller as landlord under the Leases. Notwithstanding the foregoing, any tenant security deposits held in a form other than cash shall be transferred to Purchaser by way of appropriate instruments of transfer or assignment. (19k) Purchaser shall deliver to Seller evidence reasonably satisfactory to Seller of the due authorization, execution and delivery of the documents and instruments to be executed by Purchaser at Closing in accordance with the terms of this Agreement.; (20l) Seller shall deliver to Purchaser evidence reasonably satisfactory to Purchaser of the due authorization, execution and delivery of the documents and instruments to be executed by Seller at Closing in accordance with the terms of this Agreement; and (21m) Seller and shall deliver to Purchaser shall each execute and deliver such other documents as shall reasonably be required to effectuate originals of plans or specifications for the ClosingBuilding in its possession or control, if any.

Conveyancing Documents and Deliveries. At the Closing: (1a) Purchaser shall deliver to Seller the Cash Balance and any other amounts payable by Purchaser to Seller at the Closing pursuant to this Agreement; (2b) Seller shall execute, acknowledge and deliver a deed with covenants against grantor's acts in form sufficient to convey the Premises to Purchaser Purchaser, subject only to the Permitted Exceptions and such other Title Exceptions and such other Title Exceptions as Purchaser shall have waived (or been deemed to waive have been waived) by Purchaser pursuant to the terms of this Agreement (the "DEED").; (3c) Seller shall deliver to Purchaser original counterparts of the Tenant Estoppel Certificates received by Seller (and, if applicable, Seller.'s Estoppel Certificate); (4d) Seller shall deliver to Purchaser an original counterpart of the ISRA Letter., together with a copy of the application therefor submitted by Seller to the DEP; (5e) Seller shall deliver to Purchaser original counterparts (or, if the same are unavailable, copies thereof) of the Leases. Delivery of the foregoing may be effectuated by leaving the same in the custody of Purchaser or its property manager at the management office at the Premises.; (6f) Seller shall deliver to Purchaser original counterparts (or, if the same are unavailable, copies thereof) of the Security assignable Service Contracts. Delivery of the foregoing may be made by leaving the same in the custody of Purchaser or Purchaser's property manager at the management office at the Premises.; (7g) Seller shall deliver to Purchaser such plansoriginal counterparts (or, specificationsif the same are unavailable, tenant files, permits and licenses which pertain to the Premises and are in Seller's possession. Delivery copies thereof) of the foregoing may be made by leaving the same in the custody of Purchaser or Purchaser's property manager at the management office at the Premises.assignable Licenses and Permits; (8) h) Seller shall execute and deliver a general bill xxxx of sale in the form xx Xxhibit of Exhibit E annexed hereto, conveying to Purchaser all of Seller's right, title and interest in and to the Personal Property.; (9i) Seller, as assignor, and Purchaser, as assignee, shall mutually execute each execute, acknowledge and deliver to each other an instrument in the form of Exhibit F annexed hereto providing for the assignment by Seller of the landlord's interest in the Leases and the assumption by Purchaser of the landlord's obligations under the Leases which arise or accrue from and after the Closing Date.; (10j) Seller and Purchaser shall mutually execute and deliver to each other an instrument in the form of Exhibit G annexed hereto providing for (x) the assignment by Seller to Purchaser of all of Seller's right, title and interest in and to the Security Contracts, any Tenant Brokerage Agreements to which Purchaser shall have consented Service Contracts and the assignable Licenses and Permits, and the assumption by Purchaser of Seller's obligations thereunder which first arise or accrue from and after the Closing Date and (y) the assumption by Purchaser of Seller's obligations with respect to post-termination leasing commissions payable in accordance with Exhibit B, Section 9 of the Leasing Agency Agreement (as defined in Exhibit C annexed hereto.) (11k) Subject Seller shall furnish Purchaser with evidence of the termination of the Property Management Agreement (as defined in Exhibit C annexed hereto) and, subject to the provisions of Section 7.1(j) hereof pertaining to post-termination leasing commissions payable under the Leasing Agency Agreementabove, Seller shall deliver to Purchaser evidence of the termination of the Service Contracts, other than the Security Contracts and the Tenant Brokerage Agreements (if any). (12) Seller shall request prior to Closing that the leasing agent under the Leasing Agency Agreement furnish Purchaser on the Closing Date with a final list of prospective tenants with respect to which it may become entitled to a commission in accordance with the provisions of Exhibit B, Section 9 of the Leasing Agency Agreement. (13l) Seller shall deliver to Purchaser an instrument pursuant to which Seller (i) remakes the representations made by Seller in Section 9.3 Sections 9.3(a) through (a)-(fe) hereof as of the Closing Date and (ii) advises Purchaser of any facts or circumstances which would render any of such representationsrepresentation untrue, as made of the Closing Date, untrue. (14m) Seller and Purchaser shall execute and deliver a letter to each of the tenants under the Leases and each of the other party parties to the Security assignable Service Contracts, notifying each such tenant or party of the sale of the Premises and indicating the new address for notices under the Leases and the Security Service Contracts.; (15n) Seller shall execute and deliver a FIRPTA affidavit required pursuant to the Treasury Department Regulations promulgated under Section 1445 of the Internal Revenue Code of 1986, as amended, in respect of the Property. Seller understands that such certification will be retained by Purchaser and will be made available to the Internal Revenue Service on request.; (16) Seller, as assignor, and Purchaser, as assignee, shall each execute and deliver an instrument providing for the assignment, without recourse, representation or warranty, of Seller's interest in and to any licenses or permits affecting the Premises, and Purchaser's assumption of any obligations thereunder which arise or accrue from and after the Closing Date. (17o) Each of Seller and Purchaser shall execute and deliver a closing statement setting forth with specificity the adjustments made in accordance with Article 8 hereof. (18p) Seller shall deliver to Purchaser Seller's check in credit against the amount of Cash Balance the security deposits held by Seller as landlord under the LeasesLeases (together with accrued interest thereon, if any, less Seller's proportionate share of administrative expenses, to the extent such administrative expenses are allowed by the applicable Lease or by law). Notwithstanding the foregoing, any tenant security deposits held in a form other than cash shall be transferred to Purchaser by way of appropriate instruments of transfer or assignment. (19q) Purchaser shall deliver to Seller evidence reasonably satisfactory to Seller of the due authorization, execution and delivery of the documents and instruments to be executed by Purchaser at Closing in accordance with the terms of this Agreement. (20) Seller shall deliver to Purchaser evidence reasonably satisfactory to Purchaser of the due authorization, execution and delivery of the documents and instruments to be executed by Seller at Closing in accordance with the terms of this Agreement (21) Seller and Purchaser shall each execute and deliver such other documents as shall reasonably be required to effectuate the Closing.

Conveyancing Documents and Deliveries. At the Closing: (1a) Purchaser shall deliver to Seller the Cash Balance and any other amounts payable by Purchaser to Seller at the Closing pursuant to this Agreement; (2b) Seller shall execute, acknowledge and deliver a special warranty deed with covenants against grantor's acts or its equivalent sufficient to convey the Premises to Purchaser Purchaser, subject only to the Permitted Exceptions and such other Title Exceptions and such other Title Exceptions as Purchaser shall have waived or been deemed to waive pursuant to the terms of this Agreement (the "DEED").; (3c) Seller shall deliver to Purchaser original counterparts of the Tenant Estoppel Certificates received by Seller (and, if applicable, Seller.'s Estoppel Certificate); (4) Seller shall deliver to Purchaser an original counterpart of the ISRA Letter. (5d) Seller shall deliver to Purchaser original counterparts (or, if the same are unavailable, copies thereof) of the Leases. Delivery of the foregoing may be effectuated by leaving the same in the custody of Purchaser or its property manager at the management office at the Premises.; (6e) Seller shall deliver to Purchaser original counterparts (or, if the same are unavailable, copies thereof) of the Security assignable Service Contracts. Delivery of the foregoing may be made effectuated by leaving the same in the custody of Purchaser or Purchaser's its property manager at the management office at the Premises.; (7f) Seller shall deliver to Purchaser such plansoriginal counterparts (or, specificationsif the same are unavailable, tenant files, permits and licenses which pertain to the Premises and are in Seller's possession. Delivery copies thereof) of the foregoing may be made by leaving the same in the custody of Purchaser or Purchaser's property manager at the management office at the Premises.assignable Licenses and Permits; (8) g) Seller shall execute and deliver a general bill xxxx of sale in the form xx Xxhibit of Exhibit E annexed hereto, conveying to Purchaser all of Seller's right, title and interest in and to the Personal Property., free and clear of all liens and encumbrances; (9h) Seller, as assignor, and Purchaser, as assignee, shall mutually execute each execute, acknowledge and deliver to each other an instrument in the form of Exhibit F annexed hereto providing for the assignment by Seller of the landlord's interest in the Leases and the assumption by Purchaser of the landlord's obligations under the Leases which arise or accrue from and after the Closing Date.; (10i) Subject to the provisions of Section 15.7(b) hereof, Seller and Purchaser shall mutually execute and deliver to each other an instrument in the form of Exhibit G annexed hereto providing for (x) the assignment by Seller to Purchaser of all of Seller's right, title and interest in and to the Security Contracts, any Tenant Brokerage Agreements to which Purchaser shall have consented assignable Service Contracts and the assignable Licenses and Permits, Permits and the assumption by Purchaser of (x) all of Seller's obligations thereunder under the assignable Service Contracts and the assignable Licenses and Permits which first arise or accrue from and after the Closing Date and (y) the assumption by Purchaser obligations of Seller's obligations Seller with respect to post-termination leasing commissions payable in accordance with Exhibit B, Section 9 of the Leasing Agency Agreement (as defined in Exhibit C annexed hereto.); (11j) Subject to the provisions of Section 7.1(j) hereof pertaining to post-termination leasing commissions payable under the Leasing Agency Agreement, Seller shall deliver to furnish Purchaser with evidence of the termination of the Service ContractsProperty Management Agreement (as defined in Exhibit C annexed hereto) and, other than the Security Contracts and the Tenant Brokerage Agreements (if any). (12) Seller shall request prior subject to Closing that the leasing agent under the Leasing Agency Agreement furnish Purchaser on the Closing Date with a final list of prospective tenants with respect to which it may become entitled to a commission in accordance with the provisions of Exhibit BSection 7.1(i) above, Section 9 of the Leasing Agency Agreement.; (13k) Seller shall deliver to Purchaser an instrument pursuant to which Seller (i) remakes the representations made by Seller in Section 9.3 9.3(a) through (a)-(fe) hereof as of the Closing Date and (ii) advises Purchaser of any facts or circumstances which would render any of such representations, as made of the Closing Date, untrue.; (14l) Seller and Purchaser shall execute and deliver a letter to each of the tenants under the Leases and each of the other party parties to the Security assignable Service Contracts, notifying each such tenant or party of the sale of the Premises and indicating the new address for notices under the Leases and Service Contracts and the Security Contracts.new address for the payment of rent under the Leases; (15m) Seller shall execute and deliver a FIRPTA affidavit required pursuant to the Treasury Department Regulations promulgated under Section 1445 of the Internal Revenue Code of 1986, as amended, in respect of the Property. Seller understands that such certification will be retained by Purchaser and will be made available to the Internal Revenue Service on request.; (16) Seller, as assignor, and Purchaser, as assignee, shall each execute and deliver an instrument providing for the assignment, without recourse, representation or warranty, of Seller's interest in and to any licenses or permits affecting the Premises, and Purchaser's assumption of any obligations thereunder which arise or accrue from and after the Closing Date. (17n) Each of Seller and Purchaser shall execute and deliver a closing statement setting forth with specificity the adjustments made in accordance with Article 8 hereof.; (18o) Seller shall deliver to Purchaser Seller's check in credit against the amount of Cash Balance the security deposits held by Seller as landlord under the Leases, together with accrued interest thereon, if any. Notwithstanding the foregoing, any tenant security deposits held in a form other than cash shall be transferred to Purchaser by way of appropriate instruments of transfer or assignment.; (19p) Purchaser shall deliver to Seller evidence reasonably satisfactory to Seller of the due authorization, execution and delivery of the documents and instruments to be executed by Purchaser at Closing in accordance with the terms of this Agreement.; and (20q) Seller shall deliver furnish Purchaser with a rent roll as to Purchaser evidence reasonably satisfactory the Leases in the form of Exhibit H annexed hereto, certified to Purchaser be true, complete and correct in all material respects as of the due authorizationClosing Date, execution and delivery of provided that such certification shall survive only for the documents and instruments to be executed by Seller at Closing in accordance with the terms of this Agreement (21) Seller and Purchaser shall each execute and deliver such other documents as shall reasonably be required to effectuate the ClosingRepresentation Survival Period.