Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items: (1) the duly executed and acknowledged Deed conveying the Real Property to Buyer subject to the Conditions of Title; (2) a duly executed counterpart of the Xxxx of Sale in the form attached hereto as Exhibit D (the "Xxxx of Sale"); (3) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986, as amended (the "Federal Code") in the form attached hereto as Exhibit E, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Federal Code; and (4) if legally required, a properly executed California Form 597-W. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) funds necessary to close this transaction; and (2) a duly executed counterpart of the Xxxx of Sale; (c) Buyer and Seller shall each deposit such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the purchase and sale of the Property in accordance with the terms hereof including, but not limited to, the easement documents referred to in Section 9.16 below. Buyer and Seller hereby designate Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder. (d) Seller shall deliver to Buyer originals (or to the extent originals are not available, copies) of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Section 2.1 above, within five (5) business days after the Closing Date. Seller shall deliver to Buyer a set of keys to the Property on the Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Impax Laboratories Inc)
Deposit of Documents. (a) At or before the Closing, each Seller shall deposit into escrow the following items:
(1) the duly executed and acknowledged Deed Deeds in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject to the Conditions of Title;
(2) a four (4) duly executed counterpart counterparts of the Xxxx of Sale in the form attached hereto as Exhibit D (the "“Xxxx of Sale"”);
(3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Buyer shall assume all of Seller’s obligations under the Leases, Service Contracts, and other documents and agreements affecting the Property (the “Assignment of Leases”);
(4) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986, as amended (the "Federal Code") in the form attached hereto as Exhibit E, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Federal Code; and
(45) if legally required, a properly executed California Form 597593-W.C Certificate for California Properties.
(b) At or before Closing, Buyer shall deposit into escrow the following items:
(1) immediately available funds necessary to close this transaction; and, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any) and funds sufficient to pay Buyer’s closing costs and share of prorations hereunder;
(2) a four (4) duly executed counterpart counterparts of the Xxxx of Sale;; and
(3) four (4) duly executed counterparts of the Assignment of Leases.
(c) Seller and Buyer and Seller shall each execute and deposit a closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the purchase and sale acquisition of the Property in accordance with the terms hereof including, but not limited to, the easement documents referred to in Section 9.16 belowhereof. Seller and Buyer and Seller hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunderthereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation.
(d) Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer Buyer: originals (or of the Leases to the extent in Seller’s possession, or copies of any Leases not in Seller’s possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller’s ownership of the Property only and the current year), and originals are not available, copies) of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Section 2.1 Sections 2.1(b) or (e) above, within five (5) business days after to the Closing Dateextent in Seller’s possession, except for Seller’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Dividend Capital Trust Inc)
Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items:
(1) the duly executed and acknowledged Deed in the form attached hereto as Exhibit C conveying the Real Property to Buyer subject to the Conditions of Title;
(2) a four (4) duly executed counterpart counterparts of the Xxxx of Sale in the form attached hereto as Exhibit D (the "“Xxxx of Sale"”);
(3) four (4) duly executed counterparts of an Assignment and Assumption of Leases, Service Contracts, Warranties and Other Intangible Property in the form attached hereto as Exhibit E pursuant to the terms of which Buyer shall assume all of Seller’s obligations under the Leases, Service Contracts, and other documents and agreements affecting the Property that accrue or arise on and after the date of the Closing (the “Assignment of Leases”);
(4) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986, as amended (the "Federal Code") in the form attached hereto as Exhibit E, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Federal Code; and
(45) if legally required, a properly executed California Form 597593-W.C Certificate.
(b) At or before Closing, Buyer shall deposit into escrow the following items:
(1) immediately available funds necessary to close this transaction; and, including, without limitation, the Purchase Price (less the Deposit and interest thereon net of investment fees, if any) and funds sufficient to pay Buyer’s closing costs and share of prorations hereunder;
(2) a four (4) duly executed counterpart counterparts of the Xxxx of Sale;; and
(3) four (4) duly executed counterparts of the Assignment of Leases.
(c) Seller and Buyer and Seller shall each execute and deposit a closing statement, such transfer tax declarations and such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the purchase and sale acquisition of the Property in accordance with the terms hereof including, but not limited to, the easement documents referred to in Section 9.16 belowhereof. Seller and Buyer and Seller hereby designate Title Company as the "“Reporting Person" ” for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunderthereunder and agree to execute such documentation as is reasonably necessary to effectuate such designation.
(d) Within five (5) business days after the Closing Date, Seller shall deliver or make available at the Property to Buyer Buyer: originals (or of the Leases to the extent in Seller’s possession, or copies of any Leases not in Seller’s possession together with an affidavit from Seller as to such copies being true and complete copies of the applicable Lease(s), copies of the tenant correspondence files (for the three (3) most recent years of Seller’s ownership of the Property only and the current year), and originals are not available, copies) of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Section 2.1 Sections 2.1(b) or (e) above, within five (5) business days after to the Closing Dateextent in Seller’s possession, except for Seller’s general ledger and other internal books or records which shall be retained by Seller. Seller shall deliver possession of the Property to Buyer as required hereunder and shall deliver to Buyer or make available at the Property a set of keys to the Property on the Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Maguire Properties Inc)
Deposit of Documents. (a) At or before least one (1) business day prior to the ClosingClosing Date, Seller shall deposit into escrow Escrow the following items:
(1i) the duly executed and acknowledged Deed conveying the Real Property to Buyer subject to the Conditions of TitleDeed;
(ii) two (2) a duly executed counterpart counterparts of the Xxxx of Sale in the form attached hereto as Exhibit D (the "Xxxx of Sale");
(3iii) two (2) duly executed counterparts of the Assignment and Assumption Agreement;
(iv) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986, as amended (the "Federal “Code"”) in the form attached hereto as Exhibit “E”, and on which Buyer is entitled to rely, that Seller is not a "“foreign person" ” within the meaning of Section 1445(f)(3) of the Federal Code; and;
(4v) if legally required, a properly executed California Form 597593-W.W certifying that Seller has a permanent place of business in California or is qualified to do business in California;
(vi) any owner’s statements, lien affidavits or mechanic’s lien affidavits, together with authority documents, as may be reasonably requested by the Title Company to issue the Title Policy;
(vii) a “Withholding Exemption Certificate, Form 590” pursuant to the California Revenue and Taxation Code Sections 18805 and 26131 or its equivalent stating either the amount of withholding required from Seller’s proceeds or that Seller is exempt from such requirement;
(viii) a closing certificate affirming Seller’s representations and warranties are true and correct as of the Closing Date and that all covenants required to be performed by Seller prior to the Closing Date have been performed in all material respects;
(ix) a closing statement conforming to the prorations, adjustments and other relevant provisions of this Agreement; and
(x) the original Irrevocable Letter of Credit issued to Seller as a security deposit pursuant to the Lease (the “Letter of Credit”).
(b) At or before Closingleast one (1) business day prior to the Closing Date, Buyer shall deposit into escrow Escrow the following items:
(1i) funds necessary to close this transaction; andTransaction;
(ii) two (2) a duly executed counterpart counterparts of the Xxxx of Sale;
(iii) two (2) duly executed counterparts of the Assignment and Assumption Agreement; and
(iv) a closing statement conforming to the prorations, adjustments and other relevant provisions of this Agreement.
(c) Buyer and Seller shall each deposit such other instruments as are reasonably required by the Title Company Escrow Holder or otherwise required to close the escrow and consummate the purchase and sale of the Property Transaction in accordance with the terms hereof including, but not limited to, the easement documents referred to in Section 9.16 belowhereof. Buyer and Seller hereby designate Title Company the Escrow Holder as the "“Reporting Person" ” for the transaction Transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder.
(d) Seller shall deliver to Buyer originals (or to the extent originals are not available, copies) of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Section 2.1 above, within five (5) business days after the Closing Date. Seller shall deliver to Buyer a set of keys to the Property on the Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Biomarin Pharmaceutical Inc)
Deposit of Documents. (a) At or before the Closing, Seller Sellers shall deposit into escrow the following items:
(1i) the a duly executed and acknowledged Deed conveying the for each Real Property to Buyer subject to the Conditions of TitleProperty;
(2ii) a four (4) duly executed counterpart counterparts of the Xxxx a Bill of Sale for each Real Property in the form attached hereto as Exhibit D (the each, a "Xxxx of Bill xx Sale");
(3iii) four (4) duly executed counterparts of an Assignment and Assumption of Leases for each Real Property in the form attached hereto as Exhibit E (each, an "Assignment of Leases");
(iv) four (4) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property for each Real Property in the form attached hereto as Exhibit F (each, an "Assignment of Contracts");
(v) the applicable executed Tenant Notices, substantially in the form of Exhibit J; and
(vi) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986, as amended (the "Federal Code") in the form attached hereto as Exhibit E, and on which Buyer is entitled to rely, that no Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Federal Code; and
(4) if legally required, Code and a properly executed California Form 597590-W.RE with respect to each of the Properties.
(b) At or before Closing, Buyer shall deposit into escrow the following items:
(1i) funds necessary to close this transaction; andthe Purchase Price;
(2ii) a four (4) duly executed counterpart counterparts of the Xxxx each Bill of Sale;
(iii) four (4) duly executed counterparts of each Assignment of Leases;
(iv) four (4) duly executed counterparts of each Assignment of Contracts;
(v) a countersigned copy of the Natural Hazard Disclosure Statement for each Property;
(vi) two (2) duly executed counterpart of Buyer's As-Is Certificate and Agreement, substantially in the form of Exhibit H attached hereto; and
(vii) such documents, resolutions, forms, agreements or other items as may be reasonably requested by the Title Company.
(c) On the Closing Date, Buyer shall effect a wire transfer of federal funds to the Title Company's escrow account or to such other account as shall be designated by Sellers (in accordance with the wiring instructions set forth on Schedule 2.2(b)) in an amount equal to the sum of (i) the Purchase Price and (ii) the amount (if any) of the costs, expenses and adjustments payable by Buyer under this Agreement. The amount of funds to be wired to the Title Company's escrow account shall be reduced by the Deposit (including all interest thereon). After Sellers' confirmation of receipt of the Purchase Price (as reduced by the costs, expenses, prorations and adjustments payable by Sellers under this Agreement) by wire transfer of federal funds by the Title Company to one or more accounts designated by Sellers, the Title Company shall deliver to Buyer all documents and instruments received by it which, in accordance with the terms of this Agreement, are to be delivered by Sellers to Buyer on the Closing Date and the Title Company shall deliver to Sellers all documents and instruments received by it which, in accordance with the terms of this Agreement are to be delivered by Buyer to Sellers on the Closing Date. Buyer and Seller Sellers shall each deposit such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the purchase and sale of the Property Properties in accordance with the terms hereof includinghereof; provided, but that Sellers shall not limited to, the easement documents referred be required to in Section 9.16 below. Buyer and Seller hereby designate Title Company as the "Reporting Person" for the transaction pursuant provide any indemnities or to Section 6045(e) of the Federal Code and the regulations promulgated thereunderescrow any funds.
(d) Seller Sellers shall deliver to Buyer originals of the Leases (or to the extent or, if originals are not available, certified copies), copies (or, if available, originals) of the tenant correspondence files of the Real Properties in Sellers' possession, a set of keys to each Real Property and originals (or copies, if originals are not available) of any other items which Seller was required in Sellers' possession relating to furnish Buyer copies the use, ownership, operation or maintenance of or make available at the Property pursuant to Section 2.1 aboveReal Properties, all within five (5) business days Business Days after the Closing Date. Seller Following the Closing, Buyer shall deliver to Buyer a set of keys make all Leases, Contracts, other documents, books, records and any other materials in its possession, to the Property on extent the Closing Datesame relate to the period of Sellers' ownership of the Properties, available to Sellers or their representatives for inspection and/or copying at reasonable times and upon reasonable notice.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Industrial Properties Reit Inc)
Deposit of Documents. (a) At or before least one (1) business day prior to the Closing, Seller shall deposit into escrow the Escrow the following items:
(1i) the duly executed and acknowledged Deed conveying the Real Property to Buyer subject to in the Conditions form attached hereto as Exhibit C. The Deed shall be recorded in the Official Records of TitleSanta Xxxxx County at the Closing, together with a separate statement regarding documentary transfer tax in the form attached hereto as Exhibit C-1, containing the information requested therein (the “Transfer Tax Statement”), which Transfer Tax Statement shall not be recorded as a public record in the Official Records of Santa Xxxxx County, but shall be filed with the County Recorder of Santa Xxxxx County, California when the Deed is recorded in the Official Records;
(ii) two (2) duly executed counterparts of an Assignment of Warranties, Guaranties and Intangible Property in the form attached hereto as Exhibit D (the “Assignment of Warranties”);
(iii) a duly executed counterpart Affidavit in the form attached hereto as Exhibit E (“FIRPTA Affidavit”) in compliance with Section 1445 of the Internal Revenue Code of 1986, as amended, certifying that Seller is not a “foreign person” or otherwise subject to federal tax withholding in connection with this transaction;
(iv) a duly executed Withholding Exemption Certificate in the form attached hereto as Exhibit F (“593-C”) in compliance with California law, certifying that Buyer is not required to withhold payment of any portion of the Purchase Price under California law in connection with this transaction; and
(v) a duly executed Xxxx of Sale in the form attached hereto as Exhibit D G (the "“Xxxx of Sale"”);
(3) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986, as amended (the "Federal Code") in the form attached hereto as Exhibit E, and on which Buyer is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Federal Code; and
(4) if legally required, a properly executed California Form 597-W..
(b) At or before least one (1) business day prior to the Closing, Buyer shall deposit into escrow the Escrow the following items:
(1i) funds necessary to close this transaction, including, without limitation, the balance of the Purchase Price and Buyer’s share of closing costs and prorations; and
(ii) two (2) a duly executed counterpart counterparts of the Xxxx Assignment of Sale;Warranties.
(c) Buyer and Seller shall each deposit such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow Escrow and consummate the purchase and sale of the Property in accordance with the terms hereof including, but not limited to, the easement documents referred to in Section 9.16 below. Buyer and Seller hereby designate Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunderhereof.
(d) On the Closing Date (or such other date as Buyer and Seller may otherwise agree in their sole and absolute discretion to consummate the Closing hereunder), provided Title Company is in receipt of the documents, instruments and funds referred to in Section 10.3(a) and Section 10.3(b) above, Title Company shall consummate the Closing by recording the Deed and disbursing the Purchase Price less Seller’s share of closing costs and prorations to Seller. Promptly following the Closing, Title Company shall deliver to Seller and Buyer a fully executed original of the Assignment of Warranties and Title Company shall deliver to Buyer the original of the Xxxx of Sale and a copy of the FIRPTA Affidavit and 593-C executed by Seller.
(e) At the Closing, Seller shall deliver possession of the Real Property to Buyer, subject to the Conditions of Title. In addition, at the Closing, or promptly thereafter, Seller shall deliver to Buyer originals (or to the extent originals are not available, copies) of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Section 2.1 above, within five (5) business days after the Closing Date. Seller shall deliver to Buyer a set of keys to the Property buildings located on the Closing DateLand in Seller’s possession or control.
Appears in 1 contract
Deposit of Documents. (a) At or before the Closing, Seller shall deposit into escrow the following items:
(1i) the duly executed and acknowledged Deed conveying the Real Property to Buyer subject to the Conditions of TitleApproved Exceptions, in the form attached hereto as Exhibit C;
(ii) two (2) a duly executed counterpart counterparts of an Assignment and Assumption of Service Contracts, Warranties and Guaranties in the form attached hereto as Exhibit D (the “Assignment and Assumption of Contracts”) only as to the Operating Agreements that Buyer agrees, during the Feasibility Period, to assume as of the Closing (except that the fire protection contract applicable to the Improvements, if any, shall be assumed by Buyer at Closing);
(iii) two (2) duly executed counterparts of a Xxxx of Sale in the form attached hereto as Exhibit D E (the "“Xxxx of Sale"”);
(3iv) an affidavit pursuant to Section 1445(b)(2two (2) duly executed counterparts of the United States Lease referred to in Section 8.3 hereof in the form attached hereto as Exhibit F;
(v) a duly executed Affidavit in compliance with Section 1445 of the Internal Revenue Code of 1986, as amended (the "Federal Code") in the form attached hereto as Exhibit Eamended, and on which Buyer is entitled to rely, certifying that Seller is not a "“foreign person" within the meaning of Section 1445(f)(3) of the Federal Code” or otherwise subject to federal tax withholding by Buyer in connection with this transaction; and
(4vi) if legally requireda duly executed Withholding Exemption Certificate in compliance with California law (Form 593-C), a properly executed certifying that Seller is not subject to tax withholding by Buyer under California Form 597-W.law in connection with this transaction.
(b) At or before Closing, Buyer shall deposit into escrow the following items:
(1i) funds necessary to close this transaction; andtransaction (less the Deposit and interest accrued thereon while in escrow which shall be paid to Seller at Closing and less the Extension Fees, if any, paid by Buyer to Seller);
(ii) two (2) a duly executed counterpart counterparts of the Assignment and Assumption of Contracts;
(iii) two (2) duly executed counterparts of the Xxxx of Sale;; and
(iv) two (2) duly executed counterparts of the Lease.
(c) Buyer and Seller shall each deposit such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the purchase and sale of the Property in accordance with the terms hereof includinghereof. If not previously delivered to Buyer outside of escrow, but not limited toSeller shall, at the easement documents referred to in Section 9.16 below. Buyer and Seller hereby designate Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder.
(d) Seller shall Closing, deliver to Buyer originals (outside of escrow or to the extent originals are not available, copies) of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Section 2.1 above, within five (5) business days after the Closing Date. Seller shall deliver deposit into escrow for delivery to Buyer a set of keys to the Property on the Closing Dateat Closing, all new agreements or contracts described in Section 8.1 above.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Borland Software Corp)