Deliveries to Escrow Holder. Seller and Buyers, as applicable, hereby covenant and agree to deliver or cause to be delivered to Escrow Holder on or prior to the Closing Date the following instruments and documents, the delivery of each of which shall be a condition to the Closing:
Deliveries to Escrow Holder. 14.1 On or before the Closing Date, Seller shall deliver or cause to be delivered to Escrow Holder the following:
14.1.1 For the Bellflower Property and the Downey Property (collectively, the "California Properties"), a fully executed grant deed conveying the California Properties to Buyer in the form of Exhibit A-1 hereof, and for the Mesa Property (the "Arizona Property"), a fully executed special warranty deed conveying the Arizona Property to Buyer in the form of Exhibit A-2 hereof.
14.1.2 A fully executed Xxxx of Sale conveying title to the Personal Property to Buyer in the form attached hereto as Exhibit B ("Xxxx of Sale");
14.1.3 A fully executed certification of nonresident alien status in the form attached hereto as Exhibit C ("FIRPTA Certificate");
14.1.4 For the California Properties, a fully executed California Real Estate Withholding Exemption Certificate in the form provided by Escrow Holder ("California Affidavit");
14.1.5 For the Arizona Property, an Affidavit of Property Value pertaining to the Arizona Property (the "APV");
14.1.6 A Lease Termination Agreement terminating the Lease in the form attached hereto as Exhibit D ("Lease Termination Agreement"); and
14.1.7 Such other instruments or instructions as Escrow Holder or the Buyer may reasonably request in order to consummate this transaction and such other documents required of Seller under the terms of this Agreement.
14.2 On or before the Closing Date, Buyer shall deliver to Escrow Holder:
14.2.1 The Purchase Price, plus such additional funds as are required to pay charges payable by Buyer hereunder, less any credit to which Buyer is entitled under the terms hereof;. It shall be a condition to Closing that Buyer must purchase all of the Properties in accordance with this Agreement for the Purchase Price. Buyer's failure to pay any portion of the Purchase Price shall be a default under this Agreement in which case Seller shall not have any obligation to sell any of the Properties to Buyer and Seller shall be entitled to the liquidated damages as provided in this Agreement;
14.2.2 Fully executed corporate resolutions authorizing Buyer to enter into this transaction and to execute all documents necessary in connection therewith;
14.2.3 An APV pertaining to the Arizona Property;
14.2.4 The Lease Termination Agreement; and
14.2.5 Such other instruments or instructions as Escrow Holder or the Seller may reasonably request in order to consummate this transaction and such other documents requ...
Deliveries to Escrow Holder a. Seller shall execute and deliver or cause to be delivered to Escrow Holder by 5:00 P.M. (Phoenix time) on the last business day before the date of the Close of Escrow the following instruments, and documents (“Seller Closing Deliveries”):
i. The Warranty Deed, in recordable form, duly executed and acknowledged by Seller;
ii. a General Assignment, substantially in the form attached hereto as Exhibit “C” (the “Assignment”);
iii. a Certification of Non-Foreign Status (the “Certification”), substantially in the form attached hereto as Exhibit “D”, and any Arizona required certifications; and
iv. any other instruments and documents which Seller is obligated to execute and deliver into the Escrow under this Agreement.
b. Buyer shall execute (and have notarized where appropriate) and deliver or cause to be delivered to Escrow Holder by 5:00 P.M. (Phoenix time) on the last business day before the date of the Close of Escrow the following (“Buyer Closing Deliveries”):
i. all sums that Buyer is required to deliver to Escrow Holder pursuant to Section 3.d to close the Escrow;
ii. A letter to Valencia Water Company in the form attached hereto as Exhibit “E”; and
iii. any other instruments and documents which Buyer is obligated to execute and deliver to Escrow Holder pursuant to this Agreement.
Deliveries to Escrow Holder a. Seller shall execute and deliver or cause to be delivered to Escrow Holder by 5:00 P.M. on the last business day before the Closing Date the following instruments, and documents:
i. The Grant Deed, in recordable form, duly executed and acknowledged by Seller;
ii. a Certification of Non-Foreign Status (the “Certification”), in the form attached hereto as Exhibit “C”, and a California Form 593-C;
iii. A Profits Participation Agreement, in the form attached hereto as Exhibit “D” (the “PPA”);
iv. An Assignment of Restrictive Covenants, in the form attached hereto as Exhibit “E” (the “Assignment of Restrictive Covenants”) (provided Seller obtains a similar assignment from Lennar Homes of California, Inc. or MS Rialto Xxxxxx Canyon CA, LLC, as the previous “Declarant” under the Rosetta Hills Declaration);
v. any other instruments and documents which Seller is obligated to execute and deliver into the Escrow under this Agreement.
b. Buyer shall execute (and have notarized where appropriate) and deliver or cause to be delivered to Escrow Holder on or before the Closing Date the following:
i. all sums that Buyer is required to deliver to Escrow Holder pursuant to Section 3.d to close the Escrow; and
ii. any other instruments and documents which Buyer is obligated to execute and deliver into the Escrow under this Agreement.
Deliveries to Escrow Holder. 11.1 On the business day prior to the Closing Date for each Property, the Seller owning such Property shall deliver or cause to be delivered to Escrow Holder the following documents:
11.1.1 A deed (the "DEED") duly executed by Seller and properly acknowledged, in the form of Exhibit "G" (or such other form as required by Buyer, in Buyer's good-faith discretion, to satisfy any requirements of the law in which any particular Property is located), conveying the Land, Improvements and Extraction Rights included in such Property.
11.1.2 A certification duly executed by such Seller under penalty of perjury, in the form of Exhibit "H", stating that Seller is not a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate, as those terms are defined in the Internal Revenue Code and the income tax regulations promulgated under the Internal Revenue Code, together with any state equivalent non-foreign status/withholding certificate.
11.1.3 Such evidence as Buyer and the title company issuing the owner's policy of title insurance may require as to authority of such Seller to convey the Property to Buyer.
Deliveries to Escrow Holder. 21
5.1 Seller's Deliveries21
5.2 Buyer's Deliveries22
Deliveries to Escrow Holder. 7 6.1. By Seller. . . . . . . . . . . . . . . . . . . . . . . . . . . 7 6.2. By Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 6.3. By Buyer and Seller. . . . . . . . . . . . . . . . . . . . . . 7
Deliveries to Escrow Holder. Prior to the Close of Escrow, each party shall timely deliver to Escrow all funds and documents required to complete the Close of Escrow under the terms of this Agreement.
Deliveries to Escrow Holder. Prior to the Closing Date, Buyer and Seller shall sign and deliver to Escrow Holder such instructions and other customary instruments as may be reasonably required by Escrow Holder or Title Company to consummate the purchase in accordance with the terms and conditions of this Agreement and which do not otherwise modify the parties’ respective rights and obligations under this Agreement. Without limitation of the foregoing, Seller shall cause any financing obtained by Seller secured by a mortgage or deed of trust covering the Property and any other monetary liens created by Seller encumbering the Property to be paid off at Closing.
Deliveries to Escrow Holder. Seller shall have delivered the --------------------------- following documents to Escrow Holder, duly executed and acknowledged (where necessary) by Seller, prior to the Closing Date:
(i) Grant Deed. A grant deed (the "Grant Deed") in the form ---------- of Exhibit B conveying fee title in the Land and Improvements to Buyer. ---------
(ii) Xxxx of Sale. A xxxx of sale (the "Xxxx of Sale") in ------------ the form of Exhibit C conveying the Personal Property to Buyer. ---------
