Deposits by Seller. At least one (1) business day prior to the Close of Escrow, Seller shall deposit or cause to be deposited with Escrow Holder the following documents and instruments:
Deposits by Seller. At least one (1) business day prior to the Close of Escrow, Seller shall deposit with the Escrow Holder the following documents:
Deposits by Seller. At least two (2) business days prior to the scheduled Closing Date, Seller shall deliver to Escrow Holder for recordation or delivery to Buyer upon the Close of Escrow, the following documents and instruments, fully executed and acknowledged where appropriate:
(a) The Special Warranty Deed conveying the Land and Improvements to Buyer (or its title nominee, as hereafter provided);
(b) The original Lease and all amendments thereto;
(c) An Assignment of Lease (“Assignment of Lease”), the form of which is attached hereto and incorporated herein as Exhibit “C”, pursuant to which Seller assigns to Buyer all of Seller’s right, title and interest in and to the Lease, and Buyer assumes all obligations of Seller under the Lease arising from and after the Closing Date;
(d) An Assignment of Contracts (“Assignment of Contracts”), the form of which is attached hereto and incorporated herein as Exhibit “F”, pursuant to which Seller assigns (to the extent assignable) to Buyer all of Seller’s right, title and interest in and to the contracts affecting the design, improvement and/or development of the Property as approved by Buyer during the Inspection Period;
(e) Any and all original contracts in connection with the design, improvement and/or development of the Property that will be assigned to Buyer pursuant to the the Assignment of Contracts (to the extent assignable), including all written guaranties, warranties and instruction and maintanence manuals in connection the Improvements;
(f) Any and all “reliance letters” requested by Buyer during the Inspection Period and agreed to be provided by Seller in connection with the design, improvement and/or development of the Property;
(g) A Xxxx of Sale (“Xxxx of Sale”), the form of which is attached hereto and incorporated herein as Exhibit “G”, conveying all of Seller’s right, title and interest in and to any and all Personal Property appurtenant to the Property as described in Recital D above;
(h) A General Assignment (“General Assignment”), the form of which is attached hereto and incorporated herein as Exhibit “D”, pursuant to which Seller assigns to Buyer all of Seller’s right, title and interest in and to any and all warranties, guaranties, licenses, permits, plans, maps, name rights and other documents and instruments pertaining to the Property, to the full extent that such assignment is permitted by law;
(i) A Certification re Withholding, executed by Seller pursuant to Section 1445 et seq. of the Internal Revenue Code...
Deposits by Seller. At or before 5:00 p.m., local time in Los Angeles, California, on that date which is not less than one (1) business day before the Close of Escrow, Seller shall deliver or cause to be delivered to Escrow Holder the following items for handling as described below; provided, however, that Escrow need not be concerned with the form or content but only with manual delivery of all of the following other than item 6.2.1:
Deposits by Seller. In time sufficient to permit the Close of Escrow on the scheduled date therefor (in no event later than one (1) business day in advance), Seller shall deposit or cause to be deposited with Escrow Holder the following documents and instruments:
Deposits by Seller. Buyer shall have deposited the documents and instruments described in Paragraph 8 below.
Deposits by Seller. On or before the Closing Date, Seller shall deposit in Escrow the following:
(a) a counterpart Assignment and Assumption of Assigned Rights and Obligations, executed by Seller;
(b) an assignment of Seller’s beneficial interest under the Mortgage and the Assignment of Leases and Rents in the form of Exhibit D attached hereto to Buyer (“Assignment of Recorded Documents”), executed and acknowledged by Seller;
(c) a UCC-3 statement assigning the UCC-1 financing statement listed on Exhibit A attached hereto to Buyer (“UCC-3”) or written authorization from Seller pursuant to which Buyer can prepare and file the UCC-3;
(d) the original Note endorsed to the order of Buyer or Buyer’s designee, without recourse, representation or warranty pursuant to the Allonges in the forms of Exhibit E attached hereto and Exhibit E-1 attached hereto;
(e) a counterpart of a settlement statement prepare by the Escrow Holder; and
(f) such disclosures, reports or mortgage transfer affidavits as may be required by applicable state and local law in connection with the conveyance of the Loan.
Deposits by Seller. In time sufficient to permit the Close of Escrow on the scheduled date therefor (in no event later than one (1) business day in advance), Seller shall deposit or cause to be deposited with Escrow Holder the following documents and instruments: *** Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Deposits by Seller. At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow:
(a) Grant deeds conveying fee simple title to each Owned Property to Buyer (the "Deeds") on the Title Company's form and reasonably acceptable to Buyer and recordable assignments assigning Seller's interests in and to the leasehold estates created by each Lease Agreement in form reasonably acceptable to Buyer, in all cases subject only to the Permitted Exceptions (defined in Section 3.2.3). Evidence of delivery of such title to the Owned Properties and assignments of the leasehold estates created by the Lease Agreements, as applicable, shall be issuance by Title Company of an ALTA Extended Coverage Policy of Title Insurance (1992) covering each Owned Property and the tenant's leasehold interest in each Leased Property, in the amount of the Purchase Price allocated for each such Owned Property or Leased Property as shown on Exhibit G, insuring Buyer as the owner or tenant of each applicable Property as of the Closing Date, subject only to the Permitted Exceptions in each case (collectively, the Title Policy"); provided that, Seller shall pay only the cost of a standard coverage owner's or lessee's policy and Buyer shall pay the excess premium required in each case.
(b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Non-Foreign Affidavit").
(c) A Withholding Exemption Certificate on Form 590, or if Seller is a non-California resident, a certificate issued by the California Franchise Tax Board, pursuant to the Revenue and Taxation Code Sections 18805 and 2613 1, stating either the amount of withholding required from Seller's proceeds or that Seller is exempt from such withholding requirement (the "Withholding Certificate").
(d) The document required by Section 4.3, if required by Buyer.
(e) The Estoppels received under Section 4.4 and the Required Consents. 26
(f) The Post-Closing Operating Management or Lease Agreements.
(g) The Post-Closing License Agreements.
(h) A counterpart original of a Bill xx Sale ("Bill xx Sale"), duly executed by Seller, assigning and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property for each Property (and shall include, as an exhibit thereto, a list of the furniture, fixtures and equipment owned by Seller for each Property, to the extent reasonably obtainable), and reasonably...
Deposits by Seller. On or prior to the date that is one (1) business day prior to each Closing Date, Seller shall deposit, or cause to be deposited, with the Title Company Seller's Closing Documents with respect to each Property as more fully described in EXHIBIT P.
