Deposits and Deliveries by Seller. Subject to the terms and provisions of this Agreement, unless this Agreement is terminated by Buyer in accordance with the terms hereof, Seller shall deposit or cause to be deposited into escrow with the Title Company for delivery to Buyer or such person as Buyer shall designate, or deliver directly to Buyer outside of escrow, on or before the Scheduled Closing Date, the following documents duly executed and acknowledged as required: (a) The Deed. (b) A Bill of Sale and Assignmexx xf Intangible Property in the form attached hereto as Exhibit F transferring the Personal Property and Intangible Property to Buyer (the "Bill of Sale"). (c) An Assignment and Assumption of Lease in the form attached as Exhibit G (the "Assignment and Assumption of Lease"). (d) An Affidavit of Non-Foreign Status in form attached hereto as Exhibit H (the "Non-Foreign Affidavit) and a California Form 593-W (the "California Affidavit"). (e) A Closing Certificate in the form of attached Exhibit O. (f) The Amended and Restated Parking Easement Agreement in the form attached hereto as Exhibit J or as otherwise approved in writing by Buyer. (g) Seller's written escrow instructions to close escrow in accordance with the terms of this Agreement. (h) The Development Indemnity Agreement in the form attached hereto as Exhibit S. (i) A Release in the form of the attached Exhibit U (the "Release"). (j) The WHTS Modification Indemnity (if the additional condition precedent described in Section 4(c)(ix) shall apply in accordance with Section 4(c)(viii)) in the form of Exhibit T. (k) Evidence reasonably acceptable to Buyer's counsel that the documents delivered to Buyer by Seller at closing have been duly authorized by Seller, and duly executed on behalf of Seller. (l) The letter of credit, and any proceeds thereof, held by Seller as security under the PMC Lease and not applied to defaults in accordance with the PMC Lease. (m) Wire transfer of immediately available funds in the amount of Seller's obligation pursuant to Section 5.3(f). (n) Such other documents, resolutions, consents and affidavits required to effect the valid consummation of the transaction evidenced by this Agreement.
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Deposits and Deliveries by Seller. Subject to the terms and provisions of this Agreement, unless this Agreement is terminated by Buyer in accordance with the terms hereof, Seller shall deposit or cause to be deposited into escrow with the Title Company for delivery Company, (or at Seller’s election, at the office of Xxxxxxx Title Guaranty Company, 0000 Xxxxxx Xxxxxx Xxxxx, #000, Xxx Xxxxx, Xxxxxxxxxx 00000, to Buyer or such person as Buyer shall designate, or deliver directly the attention of a title officer to Buyer outside of escrow, on or before be designated by Escrow Holder at least five (5) Business Days prior to the Scheduled Closing Date), the following documents duly executed and acknowledged as required:
(a) The Deed.
(b) A Bill of Sale and Assignmexx xf Intangible Property deed in the form attached hereto as Exhibit F C (the “Deed”), together with a separate affidavit signed by Seller, stating the amount of transfer tax due on recordation of the Deed and requesting the Santa Xxxxx County Recorder attach such affidavit to the Deed after recordation.
(b) A Xxxx of Sale in the form attached hereto as Exhibit D transferring the Personal Property and Intangible Property Property, if any, to Buyer (the "Bill “Xxxx of Sale"”).
(c) An Assignment A counterpart of a Lease Termination Agreement in a form to be mutually agreed by Seller and Assumption Buyer prior to the Closing Date, terminating the Nanosyn Lease as of the Closing Date, including a cancellation of the letter of credit thereunder and delivery to Escrow Holder of the original of such letter of credit (collectively, the “Lease in the form attached as Exhibit G (the "Assignment and Assumption of Lease"Termination Agreement”).
(d) An Affidavit of Non-Foreign Status in the form attached hereto as Exhibit H F (the "“Non-Foreign Affidavit) and a California Form 593-W (the "California Affidavit"”).
(e) A Closing Certificate in the form counterpart of attached Exhibit O.
(f) The Amended an Assignment of Intangible Property and Restated Parking Easement Agreement Service Contracts in the form attached hereto as Exhibit J or as otherwise approved in writing by BuyerG transferring to Buyer all of the Intangible Property and Service Contracts (the “Assignment of Intangible Property and Service Contracts”).
(gf) Seller's ’s written escrow instructions to close escrow in accordance with the terms of this Agreement.
(h) The Development Indemnity Agreement in the form attached hereto as Exhibit S.
(i) A Release in the form of the attached Exhibit U (the "Release").
(j) The WHTS Modification Indemnity (if the additional condition precedent described in Section 4(c)(ix) shall apply in accordance with Section 4(c)(viii)) in the form of Exhibit T.
(k) Evidence reasonably acceptable to Buyer's counsel that the documents delivered to Buyer by Seller at closing have been duly authorized by Seller, and duly Seller’s executed on behalf of settlement statement as prepared by the Title Company and approved by Seller.
(l) The letter of credit, and any proceeds thereof, held by Seller as security under the PMC Lease and not applied to defaults in accordance with the PMC Lease.
(m) Wire transfer of immediately available funds in the amount of Seller's obligation pursuant to Section 5.3(f).
(ng) Such other documents, resolutions, consents and affidavits required by the Title Company (including, without limitation, the Title Affidavit) to effect the valid consummation of the transaction evidenced by this Agreement.
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Deposits and Deliveries by Seller. Subject to { TC "11.2 Deposits and Deliveries by Seller" \l "2" \y}. On or before the terms and provisions of this Agreement, unless this Agreement is terminated by Buyer in accordance with the terms hereofClosing, Seller shall deposit or cause to be deposited into escrow with the Title Company for delivery to Buyer or such person as Buyer shall designateCompany, or deliver directly to Buyer outside of escrow, on or before the Scheduled Closing Date, each of the following documents duly executed and acknowledged as required:
11.2.1 A duly executed and acknowledged quitclaim deed in the form attached hereto as Exhibit E (athe “Deed”) The Deed.conveying all of the right, title and interest of Seller to the Real Property to Buyer;
(b) 11.2.2 A Bill duly executed xxxx of Sale and Assignmexx xf Intangible Property sale in the form attached hereto as Exhibit F transferring the Personal Property and Intangible Property to Buyer (the "Bill “Xxxx of Sale"”).
(c) An Assignment 11.2.3 A duly executed and Assumption acknowledged affidavit of Lease in the form attached as Exhibit G (the "Assignment and Assumption of Lease").
(d) An Affidavit of Nonnon-Foreign Status foreign status in form attached hereto as Exhibit H G (the "“Non-Foreign Affidavit”) and a California Form 593-W (the "California Affidavit").C.
(e) A Closing Certificate in the form 11.2.4 Two duly executed counterparts of attached Exhibit O.
(f) The Amended and Restated Parking Easement Agreement an assignment of intangible property in the form attached hereto as Exhibit J or as otherwise approved in writing by BuyerH transferring to Buyer the Intangible Property (the “Assignment of Intangible Property”).
11.2.5 A duly executed closing certificate confirming the accuracy and completeness as of the Closing Date of each representation and warranty made herein (g) the “Closing Certificate”).
11.2.6 A duly executed and acknowledged counterpart of the quitclaim deed (the “Performance Center Deed”), in the form of Exhibit K.
11.2.7 Seller's ’s written escrow instructions to close escrow in accordance with the terms of this Agreement, and Seller’s executed settlement statement as prepared by Title Company and approved by Seller.
(h) The Development Indemnity Agreement in the form attached hereto as Exhibit S.
(i) A Release in the form of the attached Exhibit U (the "Release").
(j) The WHTS Modification Indemnity (if the additional condition precedent described in Section 4(c)(ix) shall apply in accordance with Section 4(c)(viii)) in the form of Exhibit T.
(k) 11.2.8 Evidence reasonably acceptable to Buyer's ’s counsel that the documents delivered to Buyer by Seller at closing the Closing have been duly authorized by Seller, and duly executed on behalf of Seller and when delivered constitute valid and binding obligations of Seller.
(l) The letter of credit, and any proceeds thereof, held by Seller as security under the PMC Lease and not applied to defaults in accordance with the PMC Lease.
(m) Wire transfer of immediately available funds in the amount of Seller's obligation pursuant to Section 5.3(f).
(n) 11.2.9 Such other documents, resolutions, consents and affidavits required reasonably necessary or advisable to effect the valid consummation of the transaction evidenced by this Agreement; provided, however, that Seller shall have no obligation to provide owner affidavits or similar assurances to Title Company.
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Samples: Purchase and Sale Agreement
Deposits and Deliveries by Seller. Subject to the terms and provisions conditions of this Agreement, unless this Agreement is terminated by Buyer in accordance with the terms hereof, Seller shall deposit or cause to be deposited into escrow with the Title Company for delivery to Buyer or such person as Buyer shall designate, or deliver directly to Buyer outside of escrow, Escrow Agent on or before the Scheduled date which is one (1) business day prior to the Closing Date (the “Delivery Date”), the following documents documents, duly executed and acknowledged as required:required by Seller (collectively, the “Seller’s Closing Deliveries”):
(a) 7.2.1 The Deed.;
7.2.2 The Closing Statement (b) as defined in Section 7.6.7);
7.2.3 A Bill Xxxx of Sale and Assignmexx xf Assignment of Intangible Property in the form attached hereto as Exhibit F K transferring the Personal Property and Intangible Property to Buyer Purchaser (the "Bill of Sale"“Assignment”).;
(c) An 7.2.4 Assignment and Assumption of Lease Leases in the form attached hereto as Exhibit G (L;
7.2.5 The CC1/CC3 Substitute Agreement or the "Assignment and Assumption CC1/CC3 Initial Agreement & CC1/CC3 Release;
7.2.6 The CC4/CC6 Substitute Agreement or the CC4/CC6 Initial Agreement & CC4/CC6 Release;
7.2.7 The CC7/CC8 Substitute Agreements or the CC7/CC8 Initial Agreement & CC7/CC8 Release;
7.2.8 letters from Seller, advising each of Lease").the tenants under the Leases of the change in ownership of the Real Property;
(d) 7.2.9 a schedule of security deposits which have been deposited by tenants under the Leases, in accordance with Section 7.6.6;
7.2.10 An Affidavit of Non-Foreign Status in form attached hereto as Exhibit H M (the "“Non-Foreign Affidavit) and ”);
7.2.11 An Owner’s Affidavit, including a California Form 593-W (the "California Affidavit").
(e) A Closing Certificate gap undertaking in the form of attached as Exhibit O.N ;
(f) The Amended and Restated Parking Easement 7.2.12 Indemnity Agreement for Mechanics’ Liens in the form attached hereto as Exhibit J O.
7.2.13 A certificate certifying to Purchaser that the Seller’s representations and warranties set forth in Section 6.1 of this Agreement are true and correct in all material respects as of the Closing, as if made at and as of such time, except where the failure of such representations and warranties to be so true and correct as of the Closing Date would not reasonably be expected to have a material adverse effect on Purchaser’s ownership or operation of the Property, and disclosing any events or circumstances that would cause Seller to have to modify the Seller’s representations and warranties set forth in Section 6.1 “but for” the foregoing materiality standard;
7.2.14 Other Documentation Such other documentation reasonably requested by the Title Company in order to issue the Title Policy, so long as otherwise approved in writing by Buyer.such documentation does not impose additional liability on Seller; and
(g) 7.2.15 Seller's ’s written escrow instructions to close escrow in accordance with the terms of this Agreement.
(h) The Development Indemnity Agreement in the form attached hereto as Exhibit S.
(i) A Release in the form of the attached Exhibit U (the "Release").
(j) The WHTS Modification Indemnity (if the additional condition precedent described in Section 4(c)(ix) shall apply in accordance with Section 4(c)(viii)) in the form of Exhibit T.
(k) Evidence reasonably acceptable to Buyer's counsel that the documents delivered to Buyer by Seller at closing have been duly authorized by Seller, and duly executed on behalf of Seller.
(l) The letter of credit, and any proceeds thereof, held by Seller as security under the PMC Lease and not applied to defaults in accordance with the PMC Lease.
(m) Wire transfer of immediately available funds in the amount of Seller's obligation pursuant to Section 5.3(f).
(n) Such other documents, resolutions, consents and affidavits required to effect the valid consummation of the transaction evidenced by this Agreement.
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