Deliveries by Kensington. Iowa shall include the following: a. Transferable and recordable general or limited warranty deeds, as Karrington shall determine in its discretion (it being understood that Kensington-Iowa generally will be required to provide a deed to each parcel of Real Estate which sets forth the same warranties as those set forth in the deed by which Kensington-Iowa originally took title), signed by all Persons necessary or required by the Title Commitment or Karrington's attorneys, conveying title to the Real Estate to Karrington as required by this Agreement (the "Deeds"); b. A Xxxx of Sale conveying title to the Personal Property to Karrington as required by this Agreement conveying good and valid title or a valid leasehold interest in and to the Assets free and clear of all Security Interests (the "Xxxx of Sale"); c. All documentation and funds (including any pre- payment premiums) necessary to pay in full the Mortgage Debt and release all related Security Interests; d. Assignments of all agreements and contracts relating to the Property, along with all original documents; e. The Title Insurance Affidavit; f. Any well, private sewage, or septic system certificates required by law or regulation, or which Karrington reasonably believes are necessary or advisable; g.
Deliveries by Kensington. Minnesota shall include the following: a. The Title Insurance Affidavit; b. Any well, private sewage, or septic system certificates required by law or regulation, or which Karrington reasonably believes are necessary or advisable; c. The Title Policy; d. All appropriate evidence of authorization for the execution of this Agreement; e. Consents reasonably satisfactory to Karrington from the parties to the Contracts which require consent to the Transaction and approvals satisfactory to Karrington from all federal, state, and local governmental authorities and private parties which require approval of the Transactions; f. Certificates representing all of the issued and outstanding Shares duly endorses for transfer or accompanied by duly executed stock powers, sufficient to transfer the Shares to Karrington; g. The complete and correct corporate minute book, stock transfer book, and other corporate records of Kensington-Minnesota; h. Possession of the original of all Contracts, commitments, franchises, licenses, permits, or instruments evidencing rights or obligations of Kensington-Minnesota and its Business and possession of all of the assets of Kensington-Minnesota and all books, records, and other documents relating to Kensington-Minnesota and its Business (all such books and records being open for Karrington's inspection prior to Closing during reasonable business hours); i. The revocation by Kensington-Minnesota of all prior bank borrowing or depository authorizations; j. Resignations of the officers and directors of Kensington-Minnesota as requested by Karrington; and k. Such other documents as are otherwise required of Kensington-Minnesota by this Agreement. 12.2.3.
