Deliverables by Seller. Upon the terms and subject to the conditions set forth in this Article 3, on or before the Payment Date, Seller shall deliver, or shall cause to be delivered, to Buyer the following:
Deliverables by Seller. At Closing, Seller will execute and deliver originals of all of the following (the "Seller Closing Deliverables"): (a) a Bill of Sale in the form attached hereto as Exhibit 3.2(a) (the "Bill of Sale"); (b) the Assignment and Assumption of the Agreemenxx (Right of Entry Agreements and Selected Other Contracts) in the form attached hereto as Exhibit 3.2(b) (the "Assignment and Assumption Agreement"); (c) releases of financing statements and other recorded encumbrances terminating all liens and encumbrances against, and security interest in, any of the applicable portion of the Assets ("Releases"); (d) a certificate signed by Seller, certifying that the closing conditions to be satisfied by Seller, have been met as of Closing Date (the "Certificate"); (e) the Option Agreement ("Option Agreement") executed by Simpson Housing in the form attached hereto as Exhibit 3.0(x); (f) all of the original Right of Entry Agreements specified on Schedule 4.7, executed by Simpson Housing (and by property owners other than Simpxxx Xxxsing, hereafter "Other Owners," as the case xxx xx) and Seller, in the forms attached hereto as Exhibit 3.2(f) (the "Right of Entry Agreements"); (g) the Lock-Up Agreement in the form attached hereto as Exhibit 3.2(g) (the "Lock-Up Agreement"); (h) all of the Subordination, Nondisturbance and Attornment Agreements ("SNDAs") for all of the Right of Entry Agreements; (i) certified copies of resolutions evidencing Seller's and Simpson Housing's authority to enter into this Agreement and to execute and deliver the instruments specified in this Agreement (collectively the "Seller Resolutions"); (j) the Registration Rights Agreement; (k) the Escrow Agreement in the form attached hereto as Exhibit 3.5 ("Escrow Agreement"); and (l) a closing statement in a form reasonably agreed to by Seller and Purchaser ("Closing Statement").
Deliverables by Seller. Upon the terms and subject to the conditions set forth in this Article 3, Seller shall deliver, or shall cause to be delivered, to Buyer and Lenders the following:
