Deliveries by City. At least two (2) business days before the Closing Date, City shall deliver or cause to be delivered into Escrow (with a copy delivered concurrently to Developer) the following documents duly executed and acknowledged where appropriate:
(1) A Relinquishment of Power of Termination from Caltrans duly executed and acknowledged by Caltrans;
(2) A grant deed conveying the Dealership Development Parcel to Developer as provided in this Agreement in the form attached hereto as Exhibit F-1 duly executed and acknowledged by City;
(3) A grant deed conveying the Adjacent Parcel to Developer as provided in this Agreement in the form attached hereto as Exhibit F-2 duly executed and acknowledged by City;
(4) A grant deed conveying the Swap Parcel to the Developer as provided in this Agreement in the form attached hereto as Exhibit F-3 duly executed and acknowledged by the Developer;
(5) The Dealership Operating Covenant in the form attached hereto duly executed and acknowledged by City;
(6) The Adjacent Parcel Restrictive Covenant in the form attached hereto duly executed and acknowledged by the City;
(7) Such proof of City's authority and authorization to enter into this Agreement and consummate the transaction contemplated hereby and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of City to act for and bind City as may be reasonably required by Title Company or Developer;
(8) Such other documents as may be reasonably necessary and appropriate to issue Developer's title policy and as applicable, its lender's title policy, and complete the closing of the transaction contemplated herein.
Deliveries by City. At the Closing, City shall deliver or cause to be delivered to Developer all of the following documents duly executed and acknowledged where appropriate:
9.1.1 The Deed conveying the Developer Parcel to the Developer. The Deed includes provisions prohibiting certain uses on the Developer Parcel, which prohibitions shall run with the land and bind Developer and all future owners of the Developer Parcel. In addition, unless approved in writing by the City or except as hereinafter provided, the Developer agrees that it will not transfer the Developer Parcel or a controlling interest in the entity that owns the Developer Parcel prior to receipt of the first Certificate of Occupancy for any portion of the Project. In the absence of any such written consent by the City, any such transfer shall be deemed void. Notwithstanding the foregoing, or any provision to the contrary contained herein, the City recognizes that the Developer may form, together with its investors, a separate, special purpose entity or entities to develop, own and/or operate all or a portion of the Developer Parcel, and any such transfer of the Developer Parcel to such a special purpose entity or entities shall not require the prior written consent of the City. Additionally, the conveyance of the Public Plazas to the District is expressly permitted and such conveyance shall not require the prior written consent of the City.
9.1.2 Affidavits and similar instruments as are reasonably required by the Title Company (i) to close this transaction and to issue the Title Policy, and (ii) for the satisfaction of any Internal Revenue Service disclosure and reporting requirements, including, but not limited to, Form 1099B. All such affidavits and similar instruments shall be in form and substance reasonably satisfactory to City and the Title Company.
9.1.3 A reasonable and customary assignment document conveying and assigning to Developer any water taps appurtenant to the Developer Parcel, or delivering to the Developer a water tap credit in the amount of $148,000, at the City’s option.
9.1.4 Such other documents as may be reasonably necessary and appropriate to complete the Closing of the transaction contemplated herein.
Deliveries by City. On or before 12:00 noon Pacific Time on the business day preceding the scheduled Closing Date, CITY shall deliver to Escrow Holder: (i) the Purchase Price, (ii) the escrow costs, (iii) an original of the Closing Statement described in Section 3.5, executed by CITY, and (iv) all other sums and documents reasonably required by Escrow Holder to carry out and close the Escrow pursuant to this Agreement.
Deliveries by City. City shall deposit into the Escrow for delivery to VCC at Closing: (i) a grant deed, substantially in the form of Exhibit C attached hereto and incorporated herein (the “Grant Deed”); and (ii) any other documents required for the Escrow.
Deliveries by City. No later than 1:00 p.m. on the day preceding the Closing Date, CITY shall deliver to DISTRICT:
(a) a grant deed in the form of Exhibit “B” attached to this Agreement (“Grant Deed”) conveying to DISTRICT fee simple title to the Property, duly executed and acknowledged by CITY;
(b) all other documents required to carry out the transfer of title for the Property pursuant to the terms of this Agreement.
Deliveries by City. Upon delivery of the Purchase Price, City shall deliver to District the Grant of Easement and Maintenance Agreement in the form attached hereto as Exhibit “C.” The above-described document shall be duly executed and acknowledged by City such that the Easement can be conveyed to the District upon recordation of the same.
