Deposit of Documents and Funds by Seller. Not later than two (2) Business Days prior to the Closing Date, Seller shall deposit the following items into Escrow, each of which shall be duly executed and acknowledged by Seller where appropriate.
Deposit of Documents and Funds by Seller. Not later than one (1) business day prior to the Closing Date, Seller shall deposit the following items into Escrow, each of which shall be duly executed and acknowledged by Seller where appropriate:
6.2.1 A grant deed duly executed and acknowledged by Seller substantially in the form of Exhibit “B” attached hereto and incorporated herein by this reference (the “Deed”);
6.2.2 Two (2) counterparts of a bxxx of sale, duly executed by Seller, conveying to Buyer, without warranty, all of Seller’s right, title, and interest in and to the Personal Property if any, substantially in the form of Exhibit “C” attached hereto and incorporated herein by this reference (“Bxxx of Sale”);
6.2.3 Two (2) counterparts of an assignment and assumption, duly executed by Seller, assigning to Buyer, without warranty, all of Seller’s right, title, and interest in and to all Leases, Warranties and Contracts, all to the extent transferable by Seller, in the form of Exhibit “D” attached hereto and incorporated herein by this reference (“Assignment and Assumption”);
6.2.4 The Required Estoppels described in Section 3.3.11 and the SNDAs described in Section 3.3.10;
6.2.5 Other documents pertaining to Seller’s authority to record the Deed that may reasonably be required by Escrow Holder to close the Escrow in accordance with this Agreement;
6.2.6 Such other documents as Escrow Holder may require from Seller in order to issue the Title Policy;
6.2.7 To Buyer, all keys to all buildings and other improvements located on the Real Property, combinations to any safes thereon, and security devices therein in Seller’s possession;
6.2.8 A letter from Seller addressed to each tenant informing such tenant of the change in ownership as set forth;
6.2.9 To Buyer, the original Leases; and
6.2.10 To Buyer, all records and files solely relating to the management or operation of the Real Property, including, without limitation, all insurance policies, all service contracts, property tax bills, and all calculations used to prepare statements of rental increases under the Leases and statements of common area charges, insurance, property taxes and other charges which are paid by tenants of the Real Property.
Deposit of Documents and Funds by Seller. Not later than one (1) business day prior to the Close of Escrow, Seller shall deposit the following items into Escrow, each of which shall be duly executed and acknowledged by Seller where appropriate:
(a) An original Xxxxx Xxxx conveying the Property to Buyer in the form of Exhibit "D" attached hereto and incorporated herein by this reference;
(b) Two (2) original counterparts of an assignment and assumption, duly executed by Seller, assigning to Buyer, without warranty, all of Seller's right, title, and interest in and to all Entitlements, Personal Property, Development Rights, contracts approved by Buyer and other general intangibles, all to the extent transferable by Seller, applicable to the Property, if any and to the extent transferrable or assignable, in the form of Exhibit "E" attached hereto and incorporated herein by this reference ("General Assignment"); and
(c) all other funds and documents as may reasonably be required by Escrow Holder to close the Escrow in accordance with this Agreement.
Deposit of Documents and Funds by Seller. Not later than 11:30 a.m., Rockford, Illinois time on the Closing Date, Seller shall deposit the following items into Escrow, each of which shall be duly executed and acknowledged by Seller where appropriate:
Deposit of Documents and Funds by Seller. Not later than one (1) business day prior to the Closing Date, Seller shall deposit the following items into Escrow, each of which shall be duly executed and acknowledged by Seller where appropriate:
3.9.1 The Deed;
3.9.2 A xxxx of sale in the form of Exhibit F attached hereto and incorporated by reference herein (“Xxxx of Sale");
3.9.3 An affidavit executed by Seller to the effect that Seller is not a “foreign person” within the meaning of Internal Revenue Code Section 1445 (“Certification") and an executed California Real Estate Withholding Exemption Form 593W (“Form 593-W”);
3.9.4 Two (2) counterparts of an assignment and assumption, duly executed by Seller, assigning to Buyer, without warranty, all of Seller’s right, title, and interest in and to all agreements and Contracts and Intangibles related to the Property other than the Excluded Contracts, all to the extent transferable by Seller, in the form of Exhibit G attached hereto and incorporated herein by this reference (“General Assignment");
3.9.5 Two executed counterparts of the Management Agreement in ; and
3.9.6 Other documents pertaining to Seller’s authority to record the Deed that may reasonably be required by Escrow Holder to close the Escrow in accordance with this Agreement.
Deposit of Documents and Funds by Seller. Not later than 1:00 p.m., Dallas, Texas time on the Closing Date, Seller shall deposit the following items into Escrow, each of which shall be duly executed and acknowledged by Seller where appropriate:
3.9.1 The Deed.
3.9.2 Two (2) counterparts of a xxxx of sale in the form of Exhibit “E” attached hereto and incorporated herein by this reference (“Xxxx of Sale”).
3.9.3 Two (2) counterparts of an assignment and assumption in the form of Exhibit “F” attached hereto and incorporated herein by this reference (“General Assignment”). \\Xxxxxxx\x\X\XX00 (Xxxxxxxxxxx)\XX00-000 (Xxxx of Three Forest Plaza)\Docs\P&S Agmt01.doc
3.9.4 A non-foreign certificate in the form of Exhibit “G” attached hereto and incorporated herein by this reference (the “Non-Foreign Entity Certificate”).
3.9.5 Two (2) counterparts of a tenant notice in the form of Exhibit “H” attached hereto and incorporated herein by this reference (the “Tenant Notice”).
3.9.6 All other documents as may reasonably be required by the Title Company to close the Escrow in accordance with this Agreement.
Deposit of Documents and Funds by Seller. Not later than one (1) business day prior to the Closing Date, Seller shall deposit the following items into Escrow each of which shall be duly executed and acknowledged by Seller where appropriate:
3.11.1 The Deed;
3.11.2 The Certification of Non-Foreign Status in the form of Exhibit "H" ("Certification");
3.11.3 The Leases (together with a Security Agreement as contemplated in Paragraph 56 thereof that shall have been prepared by Buyer and approved by Seller, such approval not to be unreasonably withheld);
Deposit of Documents and Funds by Seller. Not later than one (1) business day prior to the Closing Date, Seller shall deposit the following items into Escrow each of which shall be duly executed and acknowledged by Seller where appropriate:
3.10.1 The Deed;
3.10.2 Three (3) counterparts of the Assignment and Assumption of Leases;
3.10.3 Three (3) counterparts of the General Assignment and Assumption;
3.10.4 The Xxxx of Sale;
3.10.5 The Certification of Non-Foreign Status in the form of Exhibit “F” (“Certification”);
3.10.6 Notice to Tenants in the form of Exhibit “G” (“Notice to Tenants”);
3.10.7 Three (3) counterparts of the Seller Leaseback;
3.10.8 Three (3) counterparts of the Assignment and Assumption of Contracts;
3.10.9 A certification that Buyer is exempt from the withholding requirements of California Revenue & Taxation Code Section 17052.2, et. seq., in such form and content required by applicable governmental agencies, including, but not limited to, the California Franchise Tax Board, duly executed by Seller (“California Certificate”); and
3.10.10 Other documents that may reasonably be required by Escrow Holder to close the Escrow in accordance with this Agreement, including all appropriate authority documents and certificates, affidavits and indemnities required for Buyer’s Title Policy.
Deposit of Documents and Funds by Seller. Not later than one (1) business day prior to the Closing Date, Seller shall deposit the following items into Escrow, each of which shall be duly executed and acknowledged by Seller where appropriate:
6.2.1 A grant deed duly executed and acknowledged by the Seller substantially in the form of Exhibit “C” attached hereto and incorporated herein by this reference (the “Grant Deed”);
6.2.2 Two (2) counterparts of an assignment and assumption, duly executed by Seller, assigning to Buyer, without warranty, all of Seller’s right, title, and interest in and to all Contracts approved by Buyer at Buyer’s sole discretion, all to the extent transferable by Seller, in the form of Exhibit “D” attached hereto and incorporated herein by this reference (“Assignment and Assumption”);
6.2.3 An affidavit executed by Seller to the effect that Seller is not a “foreign person” within the meaning of Internal Revenue Code Section 1445 (“Certification”) and an executed California Real Estate Withholding Exemption (Form 597-W) (“Form 597”) and an IRS Form W-9;
6.2.4 Two (2) counterparts of the Lease, duly executed by Seller; and
6.2.5 Other documents pertaining to Seller’s authority to record the Grant Deed that may reasonably be required by Escrow Holder to close the Escrow in accordance with this Agreement.
Deposit of Documents and Funds by Seller. No later than one (1) Business Day prior to the Closing Date, Seller shall deposit the following items into Escrow each of which shall be duly executed and acknowledged by Seller where appropriate: 4.
8.2 The Deed; 4.
8.3 The Certification of Non-Foreign Status in the form of Exhibit F (“Certification”) and a California Franchise Tax Board Form 593(C) (“FTB Form”); 4.
8.4 Two counterparts of the General Assignment, duly executed by Seller; 4.
8.5 Two counterparts of an Assignment and Assumption of Contracts in the form attached hereto as Exhibit G assigning the Assumed Service Contracts to Buyer (the “Assignment and Assumption of Contracts”), duly executed by Seller; 4.
8.6 Two counterparts of an Assignment and Assumption of Lease in the form attached hereto as Exhibit H, pursuant to which Seller assigns all of its rights, title and interest in that certain Parking Lot Lease dated September 16, 2005, as amended by that certain First Amendment to Parking Lot Lease (undated), as further amended by that certain Second Amendment to Parking Lot Lease dated August 1, 2008, and as further amended by that certain Third Amendment to Parking Lot Lease dated August 15, 2011 (as so amended, the “Parking Lot Lease”) by and between Seller and Thales Avionics, Inc. (the “Assignment and Assumption of Lease”);
