Common use of Deposits into Escrow Clause in Contracts

Deposits into Escrow. 5.1.1 At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (a) A grant deed conveying the Project to Buyer (the "DEED"), subject to the Permitted Exceptions; (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"), and a "Withholding Exemption Certificate, Form 593", pursuant to the California Revenue and Taxation Code stating either the amount of withholding required from Seller's proceeds or that Seller is exempt from such withholding requirement (the "CERTIFICATE"). (c) An original xxxx of sale and assignment (the "XXXX OF SALE"), duly executed by Seller, assigning and conveying to Bayer all of Seller's right, title and interest in and to the Personal Property. The Xxxx of Sale shall be in the form of EXHIBIT "B" attached hereto; (d) An original assignment and assumption agreement (the "ASSIGNMENT AND ASSUMPTION AGREEMENT") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases and the Contracts. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "C" attached hereto; and (e) A letter to each Tenant (the "TENANT LETTERS") advising the Tenant of the sale of the Property, the transfer of the Tenant's security deposit to Buyer and of the name and address of Buyer (or its property manager). 5.1.2 On or before 10:00 a.m. Pacific time or the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2; (b) Buyer's Reaffirmation Certificate; (c) An original counterpart of the Assignment and Assumption Agreement duly executed by Buyer; and

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)

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Deposits into Escrow. 5.1.1 At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (a) A grant deed in the form of Exhibit "C" attached hereto, conveying the Project Property to Buyer (the "DEEDDeed"), subject to the Permitted Exceptions; (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 "NONNon-FOREIGN AFFIDAVITForeign Affidavit"), and a ; (c) A "Withholding Exemption Certificate, Form 593590", pursuant to the California Revenue and Taxation Code Sections 18805 and 26131 stating either the amount of withholding required from Seller's proceeds or that Seller is exempt from such withholding requirement (the "CERTIFICATECertificate").; (cd) An original xxxx bill of sale and assignment assxxxxent (the "XXXX OF SALEBill of Sale"), duly executed xxxcuted by Seller, assigning and conveying to Bayer Buyer all of Seller's right, title and interest in and to the Personal Property. The Xxxx Bill of Sale shall be in bx xx the form of EXHIBIT Exhibit "BD" attached hereto; (de) An original assignment and assumption agreement (the "ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases and the Contracts. The Assignment and Assumption Agreement shall be in the form of EXHIBIT Exhibit "CE" attached hereto; and (e) A letter to each Tenant (the "TENANT LETTERS") advising the Tenant of the sale of the Property, the transfer of the Tenant's security deposit to Buyer and of the name and address of Buyer (or its property manager). 5.1.2 On or before 10:00 a.m. Pacific time or the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2; (b) Buyer's Reaffirmation Certificate; (cf) An original counterpart of each of the Assignment Leases, Contracts and Assumption Agreement duly executed by keys to the Property that are in Seller's possession and/or under its control; (g) Notices for each of the tenants and occupants of the Property of the transfer of the Property to Buyer in the form of Exhibit "F" attached hereto ("Notices"); (h) To the extent they are in Seller's possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Project (to the extent not previously delivered to Buyer); (i) All warranties and operating manuals that are in Seller's possession or control with request to the Property or any portion thereof (to the extent not previously delivered to Buyer); and

Appears in 1 contract

Samples: Purchase and Sale Agreement (Arden Realty Inc)

Deposits into Escrow. 5.1.1 At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (a) A grant deed conveying the Project to Buyer (the "DEED"“Deed”), subject to the Permitted Exceptions; (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“Non-FOREIGN AFFIDAVIT"Foreign Affidavit”), and a "Withholding Exemption Certificate, Form 593", pursuant to the California Revenue and Taxation Code stating either the amount of withholding required from Seller's ’s proceeds or that Seller is exempt from such withholding requirement (the "CERTIFICATE"“Certificate”). (c) An original xxxx of sale and assignment (the "XXXX OF SALE"“Xxxx of Sale”), duly executed by Seller, assigning and conveying to Bayer Buyer all of Seller's ’s right, title and interest in and to the Personal Property. The Xxxx of Sale shall be in the form of EXHIBIT "Exhibit “B" attached hereto; (d) An original assignment and assumption agreement (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"“Assignment and Assumption Agreement”) duly executed by Seller assigning all of Seller's ’s right, title and interest in and to the Leases and the Contracts. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "Exhibit “C" attached hereto; andhereto (at or before Closing, Seller shall terminate all Contracts as to which Buyer shall have directed Seller in writing to terminate); (e) A letter to each Tenant (the "TENANT LETTERS"“Tenant Letters”) advising the Tenant of the sale of the Property, the transfer of the Tenant's ’s security deposit to Buyer and of the name and address of Buyer (or its property manager); and (f) Seller’s Reaffirmation Certificate (subject to Section 4.1.7), and any certificates of occupancy and zoning letters with respect to the Property in Seller’s possession not previously delivered to Buyer (Seller has no obligation to obtain any such certificates of occupancy or zoning letters). 5.1.2 On or before 10:00 a.m. Pacific time or the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2; (b) Buyer's ’s Reaffirmation Certificate; (c) An original counterpart of the Assignment and Assumption Agreement duly executed by Buyer; and

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)

Deposits into Escrow. 5.1.1 At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (a) A grant deed conveying the Project Property to Buyer (the "DEEDDeed")) on the Title Company's form, subject to the following (collectively, the "Permitted Exceptions;"): (i) the Permitted Exceptions, (ii) installments of general and special real property taxes and assessments not then delinquent, and (iii) any encumbrance arising from the acts or omissions of Buyer. (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 "NONNon-FOREIGN AFFIDAVITForeign Affidavit"), and a ". (c) A Withholding Exemption Certificate, Form 593"590, or in the event that the Seller is a non-California resident, a certificate issued by the California Franchise Tax Board, pursuant to the California Revenue and Taxation Code Sections 18805 and 26131, stating either the amount of withholding required from Seller's proceeds or that Seller is exempt from such withholding requirement (the "CERTIFICATEWithholding Certificate").; (cd) An A counterpart original xxxx of sale and assignment a Bill of Sale (the "XXXX OF SALEBilx xx Sale"), duly executed exxxxted by Seller, assigning and conveying to Bayer Buyer all of Seller's right, title and interest in and to the Personal Property. The Xxxx Bill of Sale shall be xxxxtantially in the form of EXHIBIT of, and upon the terms contained in, Exhibit "B" attached hereto;hereto and incorporated herein. (de) An A counterpart original assignment of an Assignment and assumption agreement Assumption Agreement (the "ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases and the Surviving Contracts. The Assignment and Assumption Agreement shall be substantially in the form of EXHIBIT of, and upon the terms contained in, Exhibit "C" attached hereto; andhereto and incorporated herein. (ef) A letter Written notices addressed to each Tenant (all tenants of the "TENANT LETTERS") advising the Tenant Property informing them of the sale of the Property, the transfer of the Tenant's security deposit to Buyer Property and of the name and address of Buyer the new owner (or its property managerthe "Tenant Notices"). 5.1.2 On or before 10:00 a.m. Pacific time or At least one (1) business day prior to the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2;. (b) A counterpart original of the Bill of Sale duly execxxxx by Buyer's Reaffirmation Certificate;. (c) An A counterpart original counterpart of the Assignment and Assumption Agreement duly executed by Buyer; andBuyer and assuming all of Seller's obligations under the Surviving Contracts. 5.1.3 Seller and Buyer shall each deposit such other instruments and funds as are reasonably required by Escrow Holder or otherwise required to close Escrow and consummate the sale of the Property in accordance with the terms of this Agreement.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Arden Realty Inc)

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Deposits into Escrow. 5.1.1 At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (a) A grant deed conveying the Project Property to Buyer (the "DEEDDeed"), subject to the Permitted Exceptions;Exceptions (the form of the Deed shall be the Title Company's form or such other form as is approved by Buyer). (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 "NONNon-FOREIGN AFFIDAVITForeign Affidavit"), and a . (c) A "Withholding Exemption Certificate, Form 593590", pursuant to the California Revenue and Taxation Code Sections 18805 and 26131, stating either the amount of withholding required from Seller's proceeds or that Seller is exempt from such withholding requirement requirements (the "CERTIFICATECertificate"). (cd) An original Two originals of a xxxx of sale and assignment (the "XXXX OF SALEXxxx of Sale"), duly executed by Seller, assigning and conveying to Bayer Buyer all of Seller's right, title and interest in and to the Personal Property, the Records and Plans and the Warranties. The Xxxx of Sale shall be in the form of EXHIBIT Exhibit "BC" attached hereto;. (de) An Two original counterparts of an assignment and assumption agreement (the "ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases Leases, the Lease Guarantees and the Contracts. The Assignment and Assumption Agreement shall be in the form of EXHIBIT Exhibit "CD" attached hereto; and. (ef) A letter notice to each Tenant (the "TENANT LETTERS") advising the Tenant tenants, and to any contractors party to a Contract, of the sale of the Propertysale, the transfer of the Tenantand Seller's security deposit to Buyer and of the name and address of Buyer (or its property manager)Reaffirmation Certificate. 5.1.2 On or before 10:00 a.m. Pacific time or At least one (1) business day prior to the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2; (b) Buyer's Reaffirmation Certificate;; and (c) An Two original counterpart counterparts of the Assignment and Assumption Agreement duly executed by Buyer; and. 5.1.3 Seller and Buyer shall each deposit such other instruments and funds as are reasonably required by Escrow Holder or otherwise required to close Escrow and consummate the sale of the Property in accordance with the terms of this Agreement, including but not limited to documents required under Section 5.4.1.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Price T Rowe Realty Income Fund Ii)

Deposits into Escrow. 5.1.1 At least one (1) business day prior to the Closing Date, Seller shall deposit into Escrow: (a) A grant deed conveying the Project to Buyer (the "DEED"“Deed”), subject to the Permitted Exceptions; (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“Non-FOREIGN AFFIDAVIT"Foreign Affidavit”), and a "Withholding Exemption Certificate, Form 593", pursuant to the California Revenue and Taxation Code stating either the amount of withholding required from Seller's ’s proceeds or that Seller is exempt from such withholding requirement (the "CERTIFICATE"“Certificate”). (c) An original xxxx of sale and assignment (the "XXXX OF SALE"“Xxxx of Sale”), duly executed by Seller, assigning and conveying to Bayer Buyer all of Seller's ’s right, title and interest in and to the Personal Property. The Xxxx of Sale shall be in the form of EXHIBIT "Exhibit “B" attached hereto; (d) An original assignment and assumption agreement (the "ASSIGNMENT AND ASSUMPTION AGREEMENT"“Assignment and Assumption Agreement”) duly executed by Seller assigning all of Seller's ’s right, title and interest in and to the Leases and the Contracts. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "Exhibit “C" attached hereto; and (e) A letter to each Tenant (the "TENANT LETTERS"“Tenant Letters”) advising the Tenant of the sale of the Property, the transfer of the Tenant's ’s security deposit to Buyer and of the name and address of Buyer (or its property manager). 5.1.2 On or before 10:00 a.m. Pacific time or the Closing Date, Buyer shall deposit into Escrow: (a) Funds in accordance with the provisions of Section 1.3.2; (b) Buyer's ’s Reaffirmation Certificate; (c) An original counterpart of the Assignment and Assumption Agreement duly executed by Buyer; and (d) the Tenant Letters. 5.1.3 Seller and Buyer shall each deposit such other instruments and funds as are reasonably required by Escrow Holder or otherwise required to close Escrow and consummate the sale of the Property in accordance with the terms of this Agreement, including but not limited to documents required under Section 5.4.1.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)

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