Common use of Deposits into Escrow Clause in Contracts

Deposits into Escrow. 4.1.1 Prior to the Decision Date, Seller shall deposit into Escrow (and such delivery shall be a condition to Closing and Buyer's obligations hereunder): (a) Duly executed grant deeds conveying the Property to Buyer (the "DEED") substantially in the forms of and upon the terms contained in EXHIBIT "F-1 AND F-2", attached hereto and incorporated herein. (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, Form 590 (the "WITHHOLDING CERTIFICATE"). (d) A counterpart original of the ARCO Assumption executed by Seller. (e) A counterpart original of a Xxxx of Sale (the "XXXX OF SALE"), duly executed by Seller, assigning and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property. The Xxxx of Sale shall be substantially in the form of and upon the terms contained in EXHIBIT "G", attached hereto and incorporated herein. (f) The ARCO Amendment, executed by ARCO and Seller. 4.1.2 At least one (1) business day prior to the Closing Date, Buyer shall deposit into Escrow (and such delivery shall be a condition to Closing and Seller's obligations hereunder): (a) Funds in accordance with the provisions of Section 1.3.2. (b) A counterpart original of the ARCO Assumption executed by Buyer. (c) A counterpart original of the Xxxx of Sale duly executed by Buyer. (d) A counterpart original of the ARCO Amendment. 4.1.3 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.

Deposits into Escrow. 4.1.1 Prior 5.1.1 At least one (1) business day prior to the Decision Closing Date, Seller shall deposit into Escrow (and such delivery shall be a condition to Closing and Buyer's obligations hereunder):Escrow: (a) Duly executed A grant deeds deed conveying the Property to Buyer (the "DEEDDeed") substantially in on the forms Title Company's form, subject to the following (collectively, the "Permitted Exceptions"): (i) the Permitted Exceptions, (ii) installments of general and upon special real property taxes and assessments not then delinquent, and (iii) any encumbrance arising from the terms contained in EXHIBIT "F-1 AND F-2", attached hereto and incorporated hereinacts 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"). (c) A Withholding Exemption Certificate, Form 590 590, or in the event that the Seller is a non-California resident, a certificate issued by the California Franchise Tax Board, pursuant to the 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 "WITHHOLDING CERTIFICATEWithholding Certificate").; (d) A counterpart original of the ARCO Assumption executed by Seller. (e) A counterpart original of a Xxxx Bill of Sale (the "XXXX OF SALEBilx xx Sale"), duly executed exxxxted by Seller, assigning and conveying to 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, and upon the terms contained in, Exhibit "B" attached hereto and incorporated herein. (e) A counterpart original of an 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 Surviving Contracts. The Assignment and Assumption Agreement shall be substantially in the form of of, and upon the terms contained in EXHIBIT in, Exhibit "G", C" attached hereto and incorporated herein. (f) The ARCO Amendment, executed by ARCO Written notices addressed to all tenants of the Property informing them of the sale of the Property and Sellerthe name and address of the new owner (the "Tenant Notices"). 4.1.2 5.1.2 At least one (1) business day prior to the Closing Date, Buyer shall deposit into Escrow (and such delivery shall be a condition to Closing and Seller's obligations hereunder):Escrow: (a) Funds in accordance with the provisions of Section 1.3.2. (b) A counterpart original of the ARCO Assumption executed Bill of Sale duly execxxxx by Buyer. (c) A counterpart original of the Xxxx of Sale Assignment and Assumption Agreement duly executed by BuyerBuyer and assuming all of Seller's obligations under the Surviving Contracts. (d) A counterpart original of the ARCO Amendment. 4.1.3 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.

Deposits into Escrow. 4.1.1 Prior 5.1.1 At least one (1) business day prior to the Decision Closing Date, Seller shall deposit into Escrow (and such delivery shall be a condition to Closing and Buyer's obligations hereunder):Escrow: (a) Duly executed A grant deeds deed conveying the Property Project to Buyer (the "DEED") substantially in ), subject to the forms of and upon the terms contained in EXHIBIT "F-1 AND F-2", attached hereto and incorporated herein.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"). (c) A , and a "Withholding Exemption Certificate, Form 590 593", 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 "WITHHOLDING CERTIFICATE"). (dc) A counterpart An original xxxx of the ARCO Assumption executed by Seller. (e) A counterpart original of a Xxxx of Sale sale and assignment (the "XXXX OF SALE"), duly executed by Seller, assigning and conveying to Buyer Bayer all of Seller's right, title and interest in and to the Personal Property. The Xxxx of Sale shall be substantially in the form of and upon the terms contained in EXHIBIT "GB" 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 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 incorporated hereinof the name and address of Buyer (or its property manager). (f) The ARCO Amendment, executed by ARCO and Seller. 4.1.2 At least one (1) business day prior to 5.1.2 On or before 10:00 a.m. Pacific time or the Closing Date, Buyer shall deposit into Escrow (and such delivery shall be a condition to Closing and Seller's obligations hereunder):Escrow: (a) Funds in accordance with the provisions of Section 1.3.2.; (b) A counterpart original of the ARCO Assumption executed by Buyer.'s Reaffirmation Certificate; (c) A An original counterpart original of the Xxxx of Sale Assignment and Assumption Agreement duly executed by Buyer. (d) A counterpart original of the ARCO Amendment. 4.1.3 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.; and

Deposits into Escrow. 4.1.1 Prior The Escrow Agreement shall be upon the following terms and conditions, and the Closing shall be contingent on the performance of all of the following (other than with respect to subparagraph (a)(iv) below, with respect to which Seller must only exert diligent, good-faith efforts to deliver to Purchaser): (a) On or before the Decision Closing Date, Seller shall deposit into Escrow or cause to be deposited (and such delivery other than with respect to subparagraph (iii) of this paragraph (a), which shall be a condition obtained by Purchaser outside the Escrow, with the diligent, good-faith assistance of Seller, and the items referenced in subparagraphs (ii), (iv), (viii) and (viii) of this paragraph (a), which shall be delivered to Closing and Buyer's obligations hereunder):Purchaser by Seller outside the Escrow) into the Escrow the following: (ai) Duly executed grant deeds conveying the Property to Buyer a recordable special warranty deed (the "DEEDDeed") substantially transferring to Purchaser fee simple title to the Real Property, subject only to the Permitted Exceptions; (ii) the original execution copies of all Leases and Specialty License Agreements or copies certified to be true and correct, if the execution copies are not available; (iii) estoppel certificates, each in the forms form of and upon the terms contained in EXHIBIT "F-1 AND F-2", G attached hereto (each, an "Estoppel Certificate") from Sears (which estoppel certificate shall, among other things, acknowledge Sears' responsibility for the remediation of a leaking underground storage tank on Sears' parcel), Bealls, K-Mart, Luby's Cafeteria, Walgreen and incorporated Cinemark, (each, an "Anchor" and collectively, the "Anchors") occupying any portion of the Real Property under a Lease or an Anchor Agreement (as defined in Section 9.1(o)). An Estoppel Certificate shall be deemed to be in form and substance satisfactory to Purchaser notwithstanding any qualifications made by the applicable tenant, if it is executed by the applicable tenant in the form of EXHIBIT G, with the information specifically required by the applicable tenant's Lease and otherwise consistent with the information provided to Purchaser by Seller in connection with Purchaser's inspection of the Real Property and the Leases; (iv) Estoppel Certificates from tenants occupying at least 75 percent of the currently occupied non-Anchor space of the Real Property (v) any documentation required to be executed by Seller with respect to any state, county, or local sales taxes applicable to the conveyance of the Real Property pursuant to this Agreement; (vi) any documentation (e.g., any certificate of vehicle title) required to be executed in order to effect the transfer of the Personalty to Purchaser; (vii) a Rent Roll of the Closing Date certified as true and correct by Seller; (viii) notice to Tenants regarding the sale in form and substance reasonably acceptable to Seller and Purchaser; (ix) a FIRPTA Affidavit executed by Seller; (x) a Form 1099S, executed by Seller; and (xi) any additional documents that Purchaser determines to be reasonably necessary to the proper consummation of the transaction contemplated by this Agreement (provided the same do not materially increase the costs to, or liability or obligations of, the party delivering the same hereunder in a manner not otherwise provided for herein). (b) An affidavit On or qualifying before the Closing Date Purchaser shall deposit into the Escrow the following: (i) the Purchase Price, adjusted as set forth herein and reflected on the closing statement which satisfies the requirements of described in Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder 6.3(c)(i) (the "NON-FOREIGN AFFIDAVITAdjusted Purchase Price"); (ii) any documentation required to be executed by Purchaser with respect to any state, county, or local sales taxes applicable to the conveyance of the Real Property pursuant to this Agreement; (iii) any documentation (e.g., any certificate of vehicle title) required to be executed in order to effect the transfer of the Personalty to Purchaser; and (iv) any additional documents that Seller reasonably determines to be necessary to the proper consummation of the transaction contemplated by this Agreement (provided the same do not materially increase the costs to, or liability or obligations of, the party delivering the same hereunder in a manner not otherwise provided for herein). (c) A Withholding Exemption CertificateOn or before the Closing, Form 590 Seller and Purchaser shall jointly deposit into the Escrow the following: (i) a closing statement in quadruplicate in form and substance satisfactory to the "WITHHOLDING CERTIFICATE")parties hereto; (ii) the Assignment of Leases; (iii) the Assignment of Contracts; (iv) the Blanket Conveyance; (v) the Assignment of Option; and (vi) the Assignment of REA. (d) A counterpart original of Title Insurer shall be unconditionally prepared to issue the ARCO Assumption executed Title Policy in strict accordance with the Title Commitment approved by SellerPurchaser as set forth in Article 5. (e) A counterpart original of a Xxxx of Sale (the "XXXX OF SALE"), duly executed by Seller, assigning The representations and conveying to Buyer all of Seller's right, title and interest warranties set forth in and to the Personal Property. The Xxxx of Sale Article 9 shall be substantially in the form of true and upon the terms contained in EXHIBIT "G", attached hereto and incorporated herein. (f) The ARCO Amendment, executed by ARCO and Seller. 4.1.2 At least one (1) business day prior to the Closing Date, Buyer shall deposit into Escrow (and such delivery shall be a condition to Closing and Seller's obligations hereunder): (a) Funds in accordance with the provisions of Section 1.3.2. (b) A counterpart original correct as of the ARCO Assumption executed by Buyerdate of Closing. (c) A counterpart original of the Xxxx of Sale duly executed by Buyer. (d) A counterpart original of the ARCO Amendment. 4.1.3 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.

Deposits into Escrow. 4.1.1 Prior 5.1.1 At least one (1) business day prior to the Decision Closing Date, Seller shall deposit into Escrow (and such delivery shall be a condition to Closing and Buyer's obligations hereunder):Escrow: (a) Duly executed A grant deeds deed conveying the Property to Buyer (the "DEEDDeed") substantially in ), subject to the forms Permitted Exceptions (the form of and upon the terms contained in EXHIBIT "F-1 AND F-2", attached hereto and incorporated hereinDeed 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"). (c) A "Withholding Exemption Certificate, Form 590 590", 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 requirements (the "WITHHOLDING CERTIFICATECertificate"). (d) A counterpart original of the ARCO Assumption executed by Seller. (e) A counterpart original Two originals of a Xxxx xxxx of Sale sale and assignment (the "XXXX OF SALEXxxx of Sale"), duly executed by Seller, assigning and conveying to 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 substantially in the form of Exhibit "C" attached hereto. (e) Two original counterparts of an assignment and upon assumption agreement (the terms contained "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in EXHIBIT and to the Leases, the Lease Guarantees and the Contracts. The Assignment and Assumption Agreement shall be in the form of Exhibit "G", D" attached hereto and incorporated hereinhereto. (f) The ARCO AmendmentA notice to the tenants, executed by ARCO and to any contractors party to a Contract, of the sale, and Seller's Reaffirmation Certificate. 4.1.2 5.1.2 At least one (1) business day prior to the Closing Date, Buyer shall deposit into Escrow (and such delivery shall be a condition to Closing and Seller's obligations hereunder):Escrow: (a) Funds in accordance with the provisions of Section 1.3.2.; (b) A counterpart original of the ARCO Assumption executed by Buyer.'s Reaffirmation Certificate; and (c) A counterpart Two original counterparts of the Xxxx of Sale Assignment and Assumption Agreement duly executed by Buyer. (d) A counterpart original of the ARCO Amendment. 4.1.3 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.

Deposits into Escrow. 4.1.1 Prior 5.1.1 At least one (1) business day prior to the Decision Closing Date, Seller shall deposit into Escrow (and such delivery shall be a condition to Closing and Buyer's obligations hereunder):Escrow: (a) Duly executed A grant deeds deed conveying the Property Project to Buyer (the "DEED") substantially in “Deed”), subject to the forms of and upon the terms contained in EXHIBIT "F-1 AND F-2", attached hereto and incorporated herein.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 proceeds or that Seller is exempt from such withholding requirement (the “Certificate”). (c) A Withholding Exemption Certificate, Form 590 An original xxxx of sale and assignment (the "WITHHOLDING CERTIFICATE"). (d) A counterpart original of the ARCO Assumption executed by Seller. (e) A counterpart original of a “Xxxx of Sale (the "XXXX OF SALE"Sale”), duly executed by Seller, assigning and conveying to Buyer all of Seller's ’s right, title and interest in and to the Personal Property. The Xxxx of Sale shall be substantially in the form of Exhibit “B” attached hereto; (d) An original assignment and upon assumption agreement (the terms contained “Assignment and Assumption Agreement”) duly executed by Seller assigning all of Seller’s right, title and interest in EXHIBIT "G", and to the Leases and the Contracts. The Assignment and Assumption Agreement shall be in the form of Exhibit “C” attached hereto (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”) advising the Tenant of the sale of the Property, the transfer of the Tenant’s security deposit to Buyer and incorporated herein.of the name and address of Buyer (or its property manager); and (f) The ARCO AmendmentSeller’s Reaffirmation Certificate (subject to Section 4.1.7), executed by ARCO 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). 4.1.2 At least one (1) business day prior to 5.1.2 On or before 10:00 a.m. Pacific time or the Closing Date, Buyer shall deposit into Escrow (and such delivery shall be a condition to Closing and Seller's obligations hereunder):Escrow: (a) Funds in accordance with the provisions of Section 1.3.2.; (b) A counterpart original of the ARCO Assumption executed by Buyer.’s Reaffirmation Certificate; (c) A An original counterpart original of the Xxxx of Sale Assignment and Assumption Agreement duly executed by Buyer. (d) A counterpart original of the ARCO Amendment. 4.1.3 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.; and