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Common use of Deposits by Seller Clause in Contracts

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 of 1986, as amended; (j) A Certification of Representations and Warranties, the form of which is attached hereto and incorporated herein as Exhibit “E”; (k) A letter, in a form reasonably approved by Buyer, signed by Seller and addressed to FedEx, with a copy of the recorded Special Warranty Deed attached thereto, advising FedEx of the sale herein to Buyer and directing that all future rent payments and other charges are to be forwarded to Buyer at an address to be supplied by Buyer; (l) A closing statement (“Closing Statement”) prepared by Escrow Holder, setting forth all payments, adjustments, prorations, closing costs and expenses attributable to this transaction; (m) Proof satisfactory to the Title Company and Buyer that the parties executing such documents have the power and authority to bind Seller; (n) The FedEx Estoppel; and (o) An updated Survey, prepared by a licensed land surveyor reasonably approved by Buyer, certified to Title Company, Buyer and its successors and assigns and any other entity required by Buyer, meeting the standards of, and containing, the certificate set forth in Exhibit “H” attached hereto and incorporated herein, subject to reasonable modifications approved by Buyer, dated after Completion of the Asset and prior to the Closing Date, which Survey shall include the depiction of the location of all improvements on the Property in relation to all boundary lines and easements.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (O'Donnell Strategic Industrial REIT, Inc.), Purchase and Sale Agreement (O'Donnell Strategic Industrial REIT, Inc.)

Deposits by Seller. At least two one (21) business days Business Day prior to the scheduled Closing Date, Seller shall deliver to Escrow Holder for recordation or delivery to Buyer upon the Close of Escrow, Seller shall deposit or cause to be deposited with Escrow Holder the following documents and instruments, fully duly executed by Seller where required, and acknowledged where appropriate: in form and substance consistent with this Agreement and reasonably acceptable to Buyer: (a) The Special Warranty the Deed conveying the Land and Improvements Property to Buyer (or its title nomineeBuyer, in recordable form, attached as hereafter provided); Exhibit C hereto; (b) The original Lease a certificate of non-foreign status and all amendments thereto; 1099 reporting form (“FIRPTA Certificate”), attached as Exhibit D hereto; (c) An a General Assignment (“General Assignment”), attached as Exhibit E hereto; (d) an Assignment and Assumption of Lease (“Assignment of Lease”), the form of which is attached hereto and incorporated herein as Exhibit “C”, pursuant F hereto; (e) a notification to which Seller assigns to Buyer all Tenant 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 sale (“Assignment of ContractsNotification Letter”), 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; G hereto; (f) Any and all “reliance letters” requested any affidavits regarding the Property reasonably required by Buyer during the Inspection Period and agreed Title Company in order to be provided by Seller in connection with issue the design, improvement and/or development of the Property; Title Policy; (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; INTENTIONALLY DELETED; (h) A General Assignment (“General Assignment”)where required, an affidavit and such transfer tax forms as required by the form of which is attached hereto California Revenue 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; Taxation Code Section 18805 et seq.; (i) A Certification re Withholding, executed by Seller pursuant to Section 1445 et seq. evidence of the Internal Revenue Code existence, organization and authority of 1986, as amended; (j) A Certification of Representations and Warranties, the form of which is attached hereto and incorporated herein as Exhibit “E”; (k) A letter, in a form reasonably approved by Buyer, signed by Seller and addressed to FedEx, with a copy of the recorded Special Warranty Deed attached thereto, advising FedEx persons executing documents on behalf of the sale herein to Buyer and directing that all future rent payments and other charges are to be forwarded to Buyer at an address to be supplied by Buyer; (l) A closing statement (“Closing Statement”) prepared by Escrow Holder, setting forth all payments, adjustments, prorations, closing costs and expenses attributable to this transaction; (m) Proof Seller reasonably satisfactory to the Title Company and Buyer that the parties executing such documents have the power and authority Company; (j) evidence of terminations satisfactory to bind Seller; (n) The FedEx Estoppel; and (o) An updated Survey, prepared by a licensed land surveyor reasonably approved by Buyer, certified effective no later than Closing, of Seller’s existing property management agreement for the Property and those Contracts which Buyer has elected not to Title Company, Buyer assume; and its successors and assigns and (k) any other entity Closing deliveries required to be made by or on behalf of Seller hereunder. On the day of the Close of Escrow, Seller shall deposit or cause to be deposited with Escrow Holder Seller’s settlement statement. Seller shall deliver possession of the Property to Buyer at the Closing subject only to the Approved Condition of Title and the Leases. Immediately after the Closing, Seller shall deliver to the offices of Buyer’s property manager or to the Property the following (but only to the extent the same are in Seller’s possession or control): the lease files; maintenance records and warranties; plans and specifications; licenses, meeting the standards ofpermits and certificates of occupancy; copies or originals of all books and records of account, contracts, and containingcopies of correspondence with tenants and suppliers; receipts for deposits, unpaid bills and other papers or documents which pertain to the certificate set forth Property; all advertising materials; booklets; keys; and other items, if any, used in Exhibit “H” attached hereto and incorporated herein, subject to reasonable modifications approved by Buyer, dated after Completion the operation of the Asset and prior to the Closing Date, which Survey shall include the depiction of the location of all improvements on the Property in relation to all boundary lines and easementsProperty.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Dividend Capital Total Realty Trust Inc.)

Deposits by Seller. At least two Not later than one (21) business days day prior to the scheduled Closing Date, Seller shall execute and acknowledge, as necessary, and deliver to Escrow Holder for recordation or delivery to Buyer upon the Close of Escrow, the following documents for the purpose of consummating the transaction contemplated by this Agreement, all of which shall be in form and instrumentssubstance reasonably acceptable to Buyer and Seller (collectively, fully executed and acknowledged where appropriate:the "Seller Ancillary Documents"): (a) The Special Warranty Deed a grant deed conveying title to the Land and Improvements from Seller to Buyer subject to only the Permitted Exceptions, in the form to be agreed upon by Seller and Buyer in their reasonable discretion on or before ten (or its title nominee, as hereafter provided10) days after the date hereof (the "Grant Deed"); (b) The original Lease a bxxx of sale evidencing sale of the Personal Property, in the form to be agreed upon by Seller and all amendments theretoBuyer in their reasonable discretion on or before ten (10) days after the date hereof (the "Bxxx of Sale"); (c) An Assignment an assignment and assumption agreement memorializing 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 's right, title and interest in and to the LeaseAssumed Contracts, Intangible Property and all of the remaining Property not conveyed by the Grant Deed or the Bxxx of Sale and the assumption of Seller's obligations thereunder by Buyer, in the form to be agreed upon by Seller and Buyer assumes all obligations of Seller under the Lease arising from and in their reasonable discretion on or before ten (10) days after the Closing Datedate hereof (the "Assignment"); (d) An Assignment of Contracts (“Assignment of Contracts”), any affidavits or documents required by the form of which is attached hereto and incorporated herein as Exhibit “F”, pursuant Title Company to which Seller assigns (to issue 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 PeriodTitle Policy; (e) Any and all original contracts in connection with the design, improvement and/or development originals of the Property that will be assigned to Buyer pursuant to the the Assignment of Licenses, Permits and Assumed Contracts (to the extent assignableor certified copies thereof if originals are not available), including all written guaranties, warranties and instruction and maintanence manuals in connection the Improvements; (f) Any originals of all financial statements, income and all “reliance letters” requested by Buyer during expense reports relating to the Inspection Period Land and agreed to be provided by Seller in connection with the design, improvement and/or development of the PropertyImprovements (or copies if originals are not available); (g) A Xxxx originals of Sale all Plans and Specifications (“Xxxx of Sale”or copies, if originals are not available) (which may be delivered to Buyer's engineers or representatives directly and not deposited into escrow), 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 an executed affidavit of Seller sufficient in form and substance to relieve Buyer 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 withholding obligations under Section 1445 of the Property, to the full extent that such assignment is permitted by lawInternal Revenue Code; (i) A Certification re Withholdingall releases and termination statements required to release and terminate all mortgages, executed financing statements and other security instruments with respect to any loan secured by Seller pursuant to Section 1445 et seq. of the Internal Revenue Code of 1986, as amendedProperty which is not a Permitted Exception; (j) A Certification a certified copy of Representations resolutions of the General Partner of Seller authorizing the transactions contemplated by the Agreement and Warrantiesthe Seller Ancillary Documents and authorizing the execution, delivery and performance of this Agreement and the form of which is attached hereto and incorporated herein as Exhibit “E”;Seller Ancillary Documents; and (k) A lettersuch other documents and instruments as may be reasonably required to consummate the transaction contemplated under this Agreement. If, in a form reasonably approved subsequent to delivery thereof by Seller to Buyer, signed Seller, or any Affiliate of Seller, requires access to any document delivered by Seller and addressed to FedEx, with a copy of the recorded Special Warranty Deed attached thereto, advising FedEx of the sale herein to Buyer and directing that all future rent payments and other charges are to be forwarded to Buyer at an address to be supplied by Buyer; (l) A closing statement (“Closing Statement”) prepared by Escrow Holder, setting forth all payments, adjustments, prorations, closing costs and expenses attributable pursuant to this transaction; (m) Proof satisfactory to the Title Company and Buyer that the parties executing such documents have the power and authority to bind Seller; (n) The FedEx Estoppel; and (o) An updated SurveyAgreement in connection with any governmental or quasi-governmental investigation or inquiry or threatened or pending litigation, prepared by a licensed land surveyor reasonably approved by Buyer, certified to Title Companybusiness transaction or other purpose, Buyer and its successors and assigns and any other entity required by agrees promptly to make the original or a certified copy (if the same satisfies Seller's needs) thereof (if Seller delivered this original to Buyer, meeting the standards of, and containing, the certificate set forth in Exhibit “H” attached hereto and incorporated herein, subject ) available to reasonable modifications approved by Buyer, dated after Completion of the Asset and prior to the Closing Date, which Survey shall include the depiction of the location of all improvements on the Property in relation to all boundary lines and easementsSeller until Seller's needs therefore has been satisfied.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Arvida JMB Partners L P Ii)

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 Agent: 6.3.1 with respect to Buyer upon the Close of Escroweach Project, the following documents and instruments, fully a duly executed and acknowledged where appropriate: (a) The Special Warranty Deed (the “Deed”) in the form attached as Exhibit F (or the substantially equivalent form that is usual and customary in the jurisdiction in which a Project is located) conveying fee simple title to the Project, subject to the Permitted Exceptions. The metes and bounds legal description of the Land shall be described in accordance with the surveys, if any, obtained by Buyer, but to the extent different than the metes and Improvements to Buyer (or its title nominee, as hereafter provided); (bbounds legal description contained in the deed(s) 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 obtained title thereto, Seller shall give a special warranty as to Buyer the prior deed description and shall quitclaim all of Seller’s its 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 new survey description; 6.3.2 a duly executed counterpart copy of the Assignment and Assumption of Contracts (Leases for each Project; 6.3.3 a duly executed counterpart copy of the General Assignment and Assumption for each Project; 6.3.4 with respect to the extent assignable)Encumbered Project, including all written guaranties, warranties and instruction and maintanence manuals in connection duly executed counterparts of the ImprovementsLoan Assumption Documents; (f) Any and all “reliance letters” requested 6.3.5 a certificate from each Seller certifying the information required 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 and the regulations issued thereunder to establish, for the purposes of 1986avoiding Buyer’s tax withholding obligations, that Seller is not a “foreign person” as amendeddefined in Internal Revenue Code 1445(f) and in said regulations (the “FIRPTA Certificate”); (j) A Certification of Representations and Warranties, 6.3.6 a duly executed Closing Statement; 6.3.7 an owner’s affidavit for each Project substantially in the form of which is attached hereto and incorporated herein as Exhibit D (the ESeller’s Affidavit); (k) A letter, in 6.3.8 a form reasonably approved by Buyer, signed by Seller and addressed to FedEx, with a certified copy of the recorded Special Warranty Deed attached thereto, advising FedEx a resolution of Seller authorizing sale of the sale herein to Property hereunder, and such other documents as Buyer and directing that all future rent payments and other charges are to be forwarded to Buyer at an address to be supplied by Buyer; (l) A closing statement (“Closing Statement”) prepared by Escrow Holder, setting forth all payments, adjustments, prorations, closing costs and expenses attributable to this transaction; (m) Proof satisfactory to or the Title Company and Buyer that the parties executing such documents have the may reasonably request evidencing Seller’s existence, power and authority to bind Sellerenter into and execute this Agreement and to consummate the transactions herein contemplated. 6.3.9 such disclosures, reports and tax forms as are required by applicable state and local law in connection with the conveyance of real property (including, with respect to the Property located in the State of Georgia, affidavits or certificates reasonably acceptable to Buyer for purposes of complying with O.C.G.A. Section 48-7-128, et. seq.); (n) The FedEx Estoppel6.3.10 At Seller’s expense, reliance letters from the third providers of the environmental site assessments and property condition reports obtained by Seller and provided to Buyer as part of the Diligence Materials authorizing reliance by Buyer on such assessments and reports; and (o) An updated Survey, prepared by a licensed land surveyor reasonably approved by Buyer, certified to Title Company, Buyer and its successors and assigns and any other entity required by Buyer, meeting the standards of, and containing, the certificate set forth in Exhibit “H” attached hereto and incorporated herein, subject to reasonable modifications approved by Buyer, dated after Completion 6.3.11 Executed counterparts of the Asset and prior to the Closing Date, which Survey shall include the depiction of the location of all improvements on the Property in relation to all boundary lines and easementsTenant Notice Letters.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Weingarten Realty Investors /Tx/)

Deposits by Seller. At least two (2) business days On or 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 by Seller, or the Conveying Entities (as appropriate) and acknowledged where appropriate, with respect to the Rancho Downey Loan and with respect to each Property which Buyer is acquiring on such Closing Date pursuant to the terms hereof: (a) The Special Warranty Deed conveying the Land Deeds in a form approved by Buyer, Seller, and Improvements to Buyer (or its title nominee, as hereafter provided);Title Company. (b) The original Lease and all amendments thereto;Leases. (c) An Assignment assignment of Lease leases (“Assignment of Lease”), the "ASSIGNMENT OF LEASES") in 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;EXHIBIT D. (d) An Assignment A xxxx of Contracts sale (“Assignment of Contracts”), the "XXXX OF SALE") in 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;EXHIBIT E. (e) Any A general assignment and all original contracts assumption (the "GENERAL ASSIGNMENT") 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;form attached hereto as EXHIBIT F. (f) Any and all “reliance letters” requested by Buyer during A certification regarding withholding (the Inspection Period and agreed to be provided by Seller "CERTIFICATION REGARDING WITHHOLDING") in connection with the design, improvement and/or development of the Property;form attached hereto as EXHIBIT G-1. (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 of 1986, as amended; (j) A Certification of Representations and Warranties, the form of which is attached hereto and incorporated herein as Exhibit “E”; (k) A letter, in a form reasonably approved by Buyer, signed by Seller Buyer and addressed to FedEx, with a copy of the recorded Special Warranty Deed attached theretoSeller, advising FedEx tenants of the sale herein to Buyer and directing that all future rent payments and other charges are to be forwarded to Buyer at an address to be supplied by Buyer;. (l) A closing statement (“Closing Statement”) prepared by Escrow Holder, setting forth all payments, adjustments, prorations, closing costs and expenses attributable to this transaction; (mh) Proof satisfactory to the Title Company and Buyer that the parties persons executing such documents have the power and authority to bind Seller;. (ni) The FedEx Estoppel; andKeys to all locks located on the respective Property, to the extent in Seller's possession. (oj) With respect to Closing of the acquisition of the Rancho Xxxxxx Loan: (1) the original Rancho Xxxxxx Note, duly endorsed to Buyer without recourse, (2) the originals of all other Rancho Downey Loan Documents; (3) an assignment of note and liens (the "ASSIGNMENT OF NOTE AND LIENS") in the form attached hereto as EXHIBIT J; and (4) an endorsement to the mortgagee title policy therefor reflecting Buyer as the insured owner of the Rancho Downey Loan. (k) An updated Survey, prepared by a licensed land surveyor reasonably approved by Buyer, certified to Title Company, Buyer and its successors and assigns and any other entity required by Buyer, meeting the standards of, and containing, the certificate set forth in Exhibit “H” attached hereto and incorporated herein, subject to reasonable modifications approved by Buyer, dated after Completion executed counterpart of the Asset and prior to the Closing Date, which Survey shall include the depiction Registration Rights Agreement. (l) An executed counterpart of the location of all improvements on the Property in relation to all boundary lines Amended and easementsRestated Excepted Holder Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Meridian Industrial Trust Inc)

Deposits by Seller. At least two (2) business days prior to the scheduled Closing Date, Seller shall deliver to Escrow Holder Closing Attorney for recordation or delivery to Buyer upon the Close of EscrowClosing, 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 (or a certified true copy thereof), any amendments thereto, all documents, agreements and other writings referenced therein, and all amendments theretolease files pertaining to the Lease; (c) An Assignment of Lease (“Assignment of Lease”), the form of which is attached hereto and incorporated herein as Exhibit “CE”, 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) Any and all contracts affecting the maintenance, repair, improvement and/or development of the Property that Buyer has agreed to assume in accordance with paragraph 11 hereof; (e) 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 designmaintenance, repair, 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 ImprovementsProperty; (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 aboveProperty; (h) A General Assignment (“General Assignment”), the form of which is attached hereto and incorporated herein as Exhibit “DH”, 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 of 1986, as amended, the form of which is attached hereto and incorporated herein as Exhibit “J”; (j) Reserved; (k) A Certification of Representations and Warranties, the form of which is attached hereto and incorporated herein as Exhibit “EI”; (kl) A letter, in a form reasonably approved by Buyer, signed by Seller and addressed to FedEx, with a copy of the recorded Special Warranty Deed attached theretoTenant, advising FedEx Tenant of the sale herein to Buyer and directing that all future rent payments and other charges are to be forwarded to Buyer at an address to be supplied by Buyer; (lm) A closing statement (“Closing Statement”) prepared by Escrow HolderClosing Attorney, setting forth all payments, adjustments, prorations, closing costs and expenses attributable to this transaction; (m) Proof satisfactory to the Title Company and Buyer that the parties executing such documents have the power and authority to bind Seller; (n) The FedEx Estoppel; andReserved; (o) An updated Survey, prepared by a licensed land surveyor reasonably approved by Buyer, certified All keys to Title Company, Buyer and its successors and assigns and any other entity required by Buyer, meeting the standards of, and containing, the certificate set forth in Exhibit “H” attached hereto and incorporated herein, subject to reasonable modifications approved by Buyer, dated after Completion of the Asset and prior to the Closing Date, which Survey shall include the depiction of the location of all improvements locks located on the Property to the extent in relation Seller’s possession or control; (p) The original Estoppel Certificate addressed to all boundary lines Buyer from Tenant; (q) A Gap Indemnity Agreement and easementsOwner’s Affidavit in the forms approved by Seller and the Title Company.

Appears in 1 contract

Samples: Purchase and Sale Agreement (O'Donnell Strategic Industrial REIT, Inc.)

Deposits by Seller. At least two Seller shall execute and acknowledge (2) business days where appropriate), and deposit with Escrow Holder not later than 2:00 p.m. Pacific Time one Business Day prior to the scheduled Closing Date, Seller shall deliver to Escrow Holder Date for recordation or delivery to Buyer upon the Close of EscrowClosing Date or, if applicable, for recordation upon the Closing Date the following documents and instruments, fully executed and acknowledged where appropriate: (a) The Special Warranty Deed Deeds conveying the Land and Improvements to Buyer (or its title nominee, as hereafter provided)Buyer; (b) The original Lease and all amendments thereto; (c) An Assignment of Lease Leases (“Assignment of Lease”"ASSIGNMENT OF LEASES"), the form of which is attached hereto and incorporated herein as Exhibit “C”, EXHIBIT "6(b)," pursuant to which (i) Seller assigns to Buyer all of Seller’s 's right, title and interest in and to the Lease, Leases; and (ii) Buyer assumes all Seller's obligations of Seller under the Lease arising from and after Leases as of the Closing Date; (c) The Contracts; (d) An Assignment of Contracts (“Assignment of Contracts”"ASSIGNMENT OF CONTRACTS"), the form of which is attached hereto and incorporated herein as Exhibit “F”EXHIBIT "6(d)", pursuant to which (i) Seller assigns (to the extent assignable) to Buyer all of Seller’s 's right, title and interest in and to the contracts affecting the design, improvement and/or development Contracts; and (ii) Buyer assumes all of Seller's obligations under such Contracts as of the Property as approved by Buyer during the Inspection PeriodClosing Date; (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 Bill xx Sale (“Xxxx of Sale”"BILL XX SALE"), the form of which is attached hereto and incorporated herein as Exhibit “G”EXHIBIT "6(e)", conveying all of Seller’s '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 of 1986, as amended; (j) A Certification of Representations and Warranties, the form of which is attached hereto and incorporated herein as Exhibit “E”; (k) A letter, in a form reasonably approved by Buyer, signed by Seller and addressed to FedEx, with a copy of the recorded Special Warranty Deed attached thereto, advising FedEx of the sale herein to Buyer and directing that all future rent payments and other charges are to be forwarded to Buyer at an address to be supplied by Buyer; (l) A closing statement (“Closing Statement”) prepared by Escrow Holder, setting forth all payments, adjustments, prorations, closing costs and expenses attributable to this transaction; (m) Proof satisfactory to the Title Company and Buyer that the parties executing such documents have the power and authority to bind Seller; (n) The FedEx Estoppel; and (o) An updated Survey, prepared by a licensed land surveyor reasonably approved by Buyer, certified to Title Company, Buyer and its successors and assigns and any other entity required by Buyer, meeting the standards of, and containing, the certificate set forth in Exhibit “H” attached hereto and incorporated herein, subject to reasonable modifications approved by Buyer, dated after Completion of the Asset and prior to the Closing Date, which Survey shall include the depiction of the location of all improvements on the Property in relation to all boundary lines and easements.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Pacific Gulf Properties Inc)

Deposits by Seller. At least two (2) business days On or 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 by Seller, or the Conveying Entities (as appropriate) and acknowledged where appropriate, with respect to the Rancho Downey Loan and with respect to each Property which Buyer is acquiring on such Closing Date pursuant to the terms hereof: (a) The Special Warranty Deed conveying the Land Deeds in a form approved by Buyer, Seller, and Improvements to Buyer (or its title nominee, as hereafter provided);Title Company. (b) The original Lease and all amendments thereto;Leases. (c) An Assignment assignment of Lease leases (“Assignment of Lease”), the "ASSIGNMENT OF LEASES") in 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;EXHIBIT D. (d) An Assignment A xxxx of Contracts sale (“Assignment of Contracts”), the "XXXX OF SALE") in 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;EXHIBIT E. (e) Any A general assignment and all original contracts assumption (the "GENERAL ASSIGNMENT") 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;form attached hereto as EXHIBIT F. (f) Any and all “reliance letters” requested by Buyer during A certification regarding withholding (the Inspection Period and agreed to be provided by Seller "CERTIFICATION REGARDING WITHHOLDING") in connection with the design, improvement and/or development of the Property;form attached hereto as EXHIBIT G-1. (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 of 1986, as amended; (j) A Certification of Representations and Warranties, the form of which is attached hereto and incorporated herein as Exhibit “E”; (k) A letter, in a form reasonably approved by Buyer, signed by Seller Buyer and addressed to FedEx, with a copy of the recorded Special Warranty Deed attached theretoSeller, advising FedEx tenants of the sale herein to Buyer and directing that all future rent payments and other charges are to be forwarded to Buyer at an address to be supplied by Buyer;. (l) A closing statement (“Closing Statement”) prepared by Escrow Holder, setting forth all payments, adjustments, prorations, closing costs and expenses attributable to this transaction; (mh) Proof satisfactory to the Title Company and Buyer that the parties persons executing such documents have the power and authority to bind Seller;. (ni) The FedEx Estoppel; andKeys to all locks located on the respective Property, to the extent in Seller's possession. (oj) With respect to Closing of the acquisition of the Rancho Downey Loan: (1) the original Rancho Xxxxxx Note, duly endorsed to Buyer without recourse, (2) the originals of all other Rancho Downey Loan Documents; (3) an assignment of note and liens (the "ASSIGNMENT OF NOTE AND LIENS") in the form attached hereto as EXHIBIT J; and (4) an endorsement to the mortgagee title policy therefor reflecting Buyer as the insured owner of the Rancho Downey Loan. (k) An updated Survey, prepared by a licensed land surveyor reasonably approved by Buyer, certified to Title Company, Buyer and its successors and assigns and any other entity required by Buyer, meeting the standards of, and containing, the certificate set forth in Exhibit “H” attached hereto and incorporated herein, subject to reasonable modifications approved by Buyer, dated after Completion executed counterpart of the Asset and prior to the Closing Date, which Survey shall include the depiction Registration Rights Agreement. (l) An executed counterpart of the location of all improvements on the Property in relation to all boundary lines Amended and easementsRestated Excepted Holder Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Meridian Industrial Trust Inc)

Deposits by Seller. At least two No later than one (21) business days Business Day prior to the scheduled Closing Date, Seller shall deliver to deposit with Escrow Holder for recordation or delivery to Buyer upon the Close of Escrow, the following documents and instruments, fully executed and acknowledged where appropriatefollowing: (a) The Special Warranty Deed conveying Two (2) counterpart originals of an assignment and xxxx of sale duly executed by Seller in the Land form of Exhibit “B” attached hereto (the “Assignment and Improvements to Buyer (or its title nominee, as hereafter providedAssumption”); (b) The original Lease Seller’s share of closing costs and all amendments theretocharges, in accordance with Section 5 of this Agreement (to the extent such costs and charges are not to be paid from the Closing Payment); (c) An Assignment of Lease The Special Warranty Deed (the Assignment of LeaseDeed”), in the form of which is attached hereto and incorporated herein as Exhibit “C” attached hereto, pursuant to which duly executed by 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 Dateacknowledged; (d) An Assignment of Contracts (A duly executed ownership, no lien, Assignment of Contractsgap), and FIRPTA affidavit in the form of which is attached hereto and incorporated herein as Exhibit “FD” (the “Affidavit, 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 Two (2) counterpart originals of an assignment of leases 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 security deposits executed 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 of 1986, as amended; (j) A Certification of Representations and Warranties, the form of which is attached hereto and incorporated herein as Exhibit “E”; (k) A letter, in a form reasonably approved by Buyer, signed by Seller and addressed to FedEx, with a copy of the recorded Special Warranty Deed attached thereto, advising FedEx of the sale herein to Buyer and directing that all future rent payments and other charges are to be forwarded to Buyer at an address to be supplied by Buyer; (l) A closing statement (“Closing Statement”) prepared by Escrow Holder, setting forth all payments, adjustments, prorations, closing costs and expenses attributable to this transaction; (m) Proof satisfactory to the Title Company and Buyer that the parties executing such documents have the power and authority to bind Seller; (n) The FedEx Estoppel; and (o) An updated Survey, prepared by a licensed land surveyor reasonably approved by Buyer, certified to Title Company, Buyer and its successors and assigns and any other entity required by Buyer, meeting the standards of, and containing, the certificate set forth in Exhibit “H” attached hereto (the “Assignment of Leases and incorporated hereinSecurity Deposits”); (f) Notices to tenants, subject duly executed by Seller and Buyer, advising tenants of the sale of the Property to reasonable modifications approved Buyer and the transfer of security deposits to Buyer, and directing that rents or other payments thereafter be sent to Buyer (or Buyer’s agent) at the address provided by Buyer at the Closing, unless otherwise directed by Buyer; (g) All keys to the Real Property and to every part thereof in Seller’s possession; (h) To the extent applicable, dated after Completion an assignment of the Asset Contracts and prior Warranties (the “Assignment of Contracts and Warranties”), all of which shall be assumed at Closing pursuant to the Closing DateAssignment of Contracts and Warranties, which Survey shall include the depiction of the location of all improvements on the Property in relation form and substance satisfactory to all boundary lines Seller and easements.its counsel; and

Appears in 1 contract

Samples: Purchase and Sale Agreement (TNP Strategic Retail Trust, Inc.)