Common use of DOCUMENTS FOR CLOSING Clause in Contracts

DOCUMENTS FOR CLOSING. Not later than three (3) days prior to the Closing Date, Seller shall deposit in escrow with the Escrow Agent, the following executed documents ("Seller's Closing Documents"), it being understood that each party comprising Seller shall execute Seller's Closing Documents for and with respect to that property comprising the Premises that is owned by such party: (A) The Deeds, in the forms attached hereto as Exhibit "B" and made a part hereof; (B) Xxxx of Sale and General Assignment in the form of Exhibit "C" attached hereto and made a part hereof; (C) Counterparts of the Assignment and Assumption of Leases in the form of Exhibit "D" attached hereto and made a part hereof; (D) Counterparts of the Assignment and Assumption of Contracts in the form of Exhibit "E" attached hereto and made a part hereof; (E) Tenant Notice Letter in the form of Exhibit "F" attached hereto and made a part hereof; (F) Certified resolution(s) approving the sale of the Property and authorizing the necessary parties to execute and deliver any and all documents reasonably necessary to effectuate the Closing for and on behalf of Seller, in form satisfactory to Escrow Agent; (G) Counterparts of a closing statement promulgated by Escrow Agent reflecting charges and credits in accordance with the terms of this Agreement (which may be executed at Closing if not available three (3) days prior to Closing); (H) Written evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, duly executed by Seller and the applicable property manager(s); (I) An affidavit of Seller certifying that Seller is not a "foreign person," as defined in the federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended; (J) An affidavit in the form required by the Escrow Agent to remove any standard exceptions, including mechanics' liens, parties in possession and similar matters, together with a GAP Indemnity; (K) The Recertification Certificate, in accordance with the provisions of Section 9 above; and (L) Any other documents reasonably required by the Title Company in order for the Title Policy to be issued to Buyer in the form required by this Agreement. Not later than two (2) days prior to the Closing Date, Buyer shall deposit in escrow with the Escrow Agent, the following executed documents: (A) Counterparts of the Assignment and Assumption of Leases in the form of Exhibit "D"; (B) Counterparts of the Assignment and Assumption of Contracts in the form of Exhibit "E"; (C) Certified resolution(s) approving the purchase of the Property and authorizing the necessary parties to tender the Purchase Price and to execute and deliver any and all documents reasonably necessary to effectuate the Closing for and on behalf of Buyer; and (D) Counterparts of a closing statement promulgated by Escrow Agent reflecting charges and credits in accordance with the terms of this Agreement (which may be executed at Closing if not available three (3) days prior to Closing).

DOCUMENTS FOR CLOSING. Not later than ten (10) days prior to the Closing, Sellers shall deliver to Buyer and Buyer’s attorney, a copy of the proposed Deeds for review and approval. In addition, not later than three (3) days prior to the Closing Date, Seller Sellers shall deposit in escrow with the Escrow Agent, the following executed documents ("Seller's Closing Documents"), it being understood that each party comprising Seller shall execute Seller's Closing Documents for and with respect to that property comprising the Premises that is owned by such partydocuments: (A1) The Deeds, Deeds in the forms attached hereto as Exhibit "B" form approved by Buyer and made a part hereofBuyer’s attorney; (B2) Xxxx Bxxx of Sale and General Assignment Assignments in the form of Exhibit "C" “B” attached hereto and made a part hereof; (3) Domestic Owner’s Affidavits in the form of Exhibit “C” attached hereto and made a part hereof or in such form approved by the Title Company; (4) Gap Affidavits as required by the Title Company; (5) FIRPTA Affidavits in the form of Exhibit “D” attached hereto and made a part hereof; (6) Counterparts of the Assignment and Assumption of Leases in the form of Exhibit "D" “E” attached hereto and made a part hereof; (D7) Counterparts of the Assignment and Assumption of Contracts in the form of Exhibit "E" “F” attached hereto and made a part hereof; (E) Tenant Notice Letter 8) Counterparts of the Non-Competition Agreements in the form of Exhibit "F" “G” attached hereto and made a part hereof executed by all of the parties required to sign pursuant to Section 28 of this Agreement; (9) Estoppel certificates required pursuant to Section 10(N) hereof; and (10) Subject to completion of the Audit prior to Closing, unless previously delivered, the Audit Letter in the substantially the form of Exhibit “H” attached hereto and made a part hereof; (F) Certified resolution(s) approving the sale of the Property and authorizing the necessary parties to execute and deliver any and all documents reasonably necessary to effectuate the Closing for and on behalf of Seller, in form satisfactory to Escrow Agent; (G) Counterparts of a closing statement promulgated by Escrow Agent reflecting charges and credits in accordance with the terms of this Agreement (which may be executed at Closing if not available three (3) days prior to Closing); (H) Written evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, duly executed by Seller and the applicable property manager(s); (I) An affidavit of Seller certifying that Seller is not a "foreign person," as defined in the federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended; (J) An affidavit in the form required by the Escrow Agent to remove any standard exceptions, including mechanics' liens, parties in possession and similar matters, together with a GAP Indemnity; (K) The Recertification Certificate, in accordance with the provisions of Section 9 above; and (L) Any other documents reasonably required by the Title Company in order for the Title Policy to be issued to Buyer in the form required by this Agreement. Not later than two three (23) days prior to the Closing Date, Buyer shall deposit in escrow with the Escrow Agent, the following executed documents: (A1) Counterparts of the Assignment of and Assumption of Leases in the form of Exhibit "D"“E”; (B2) Counterparts of the Assignment and Assumption of Contracts in the form of Exhibit "E"; (C) Certified resolution(s) approving the purchase of the Property and authorizing the necessary parties to tender the Purchase Price and to execute and deliver any and all documents reasonably necessary to effectuate the Closing for and on behalf of Buyer“F”; and (D3) Counterparts of a closing statement promulgated by Escrow Agent reflecting charges and credits the Non-Competition Agreement in accordance with the terms form of this Agreement (which may be executed at Closing if not available three (3) days prior to Closing).Exhibit “G.”

DOCUMENTS FOR CLOSING. Not later than three At the Closing, the County, the Developer and the CRA, as applicable, shall furnish and deliver: (1) a certificate reaffirming any representations hereunder; (2) a non-foreign affidavit; (3) days prior a standard and customary seller’s affidavit acceptable to the title insurer and Closing Date, Seller shall deposit in escrow with the Escrow Agent, which is sufficient to (i) cause to be deleted from the following executed documents Title Policy when issued all “standard exceptions” ("Seller's Closing Documents")including, without limitation, standard exceptions for taxes and assessments not shown in the public records, claims of unrecorded easements, parties in possession, construction liens and matters that would be disclosed by an accurate and current survey (only if a survey is provided by Developer, it being understood agreed that each party comprising Seller shall execute Seller's Closing Documents a more specific survey exception may be inserted into the Title Commitment and Title Policy), but excluding ad valorem real estate taxes for and with respect the year of the Closing), (ii) cause to that property comprising the Premises that is owned by such party: (A) The Deeds, be deleted all other “Schedule B-1 Requirements” set forth in the forms attached hereto as Exhibit "B" Title Commitment, and made a part hereof; (Biii) Xxxx insure against the existence of Sale and General Assignment defects in title between the form of Exhibit "C" attached hereto and made a part hereof; (C) Counterparts most recent effective date of the Assignment Title Commitment and Assumption of Leases in the form of Exhibit "D" attached hereto and made a part hereof; (D) Counterparts recording of the Assignment Deed (as defined below) from the CRA to the Developer, and Assumption (iii) comply with the provisions of Contracts in the form of Exhibit "E" attached hereto and made a part hereof; (E) Tenant Notice Letter in the form of Exhibit "F" attached hereto and made a part hereof; (F) Certified resolution(s) approving the sale §1445 of the Property and authorizing the necessary parties to execute and deliver any and all documents reasonably necessary to effectuate the Closing for and on behalf Internal Revenue Code of Seller, in form satisfactory to Escrow Agent; (G) Counterparts of a closing statement promulgated by Escrow Agent reflecting charges and credits in accordance with the terms of this Agreement (which may be executed at Closing if not available three (3) days prior to Closing); (H) Written evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, duly executed by Seller and the applicable property manager(s); (I) An affidavit of Seller certifying that Seller is not a "foreign person," as defined in the federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act1954, as amended; (J4) An affidavit a deed in the form attached hereto as Appendix “N” (the “Deed”); (5) Form DR-219; (6) the Reserved Easements; (7) an assignment of development rights relating to the Redevelopment Property, whereby the CRA makes to Developer a full and complete assignment of any and all development rights to the extent assignable, possessed by the CRA that pertain to the Redevelopment Property, including, without limitation, any and all permits, approvals, entitlements, authorizations, licenses, applications, rights of the CRA under the Binding Letter and the Binding Letter Amendment, all of which are subject to Government Requirements and the terms and conditions of this Agreement, which shall include, without limitation, the agreements contemplated to be entered into pursuant to this Agreement. Such assignment shall be in form and substance attached hereto as Appendix “Q” attached hereto. (8) any other instruments which may reasonably be required to complete the transaction(s) or required by the Escrow Agent to remove any standard exceptions, including mechanics' liens, parties in possession and similar matters, together with a GAP Indemnity; (K) The Recertification Certificate, in accordance with the provisions of Section 9 abovetitle insurer or this Agreement; and (L9) Any other documents reasonably required by a Closing statement and disbursement sheet. (10) The Developer, County and CRA shall execute a certificate (i) acknowledging that all of the Title Company conditions precedent, including the Purchase Conditions Precedent, have occurred or been met, or (ii) if Developer elects in order for the Title Policy its sole and absolute discretion to be issued close notwithstanding that a Purchase Conditions Precedent has not been satisfied, identifying any unsatisfied matter and waiving same; or (iii) if County elects in its sole and absolute discretion to Buyer in the form required by this Agreement. Not later than two (2) days prior close notwithstanding that a condition precedent to the Closing DateCounty’s obligation to close, Buyer shall deposit as specifically set forth in escrow with the Escrow AgentArticle V hereof, the following executed documents: (A) Counterparts of the Assignment has not been satisfied, identifying any unsatisfied matter and Assumption of Leases in the form of Exhibit "D"; (B) Counterparts of the Assignment and Assumption of Contracts in the form of Exhibit "E"; (C) Certified resolution(s) approving the purchase of the Property and authorizing the necessary parties to tender the Purchase Price and to execute and deliver any and all documents reasonably necessary to effectuate the Closing for and on behalf of Buyer; and (D) Counterparts of a closing statement promulgated by Escrow Agent reflecting charges and credits in accordance with the terms of this Agreement (which may be executed at Closing if not available three (3) days prior to Closing)waiving same.

DOCUMENTS FOR CLOSING. Not later than three (3) days prior to the Closing Date, Seller shall deposit in escrow with the Escrow Agent, the following executed documents ("Seller's Closing Documents"), it being understood that each party comprising Seller shall execute Seller's Closing Documents for and with respect to that property comprising the Premises that is owned by such party:): (A) The DeedsDeed, in the forms form attached hereto as Exhibit "B" and made a part hereof; (B) Xxxx of Sale and General Assignment in the form of Exhibit "C" attached hereto and made a part hereof; (C) Counterparts of the Assignment and Assumption of Leases in the form of Exhibit "D" attached hereto and made a part hereof; (D) Counterparts of the Assignment and Assumption of Contracts in the form of Exhibit "E" attached hereto and made a part hereof; (E) Tenant Notice Letter in the form of Exhibit "F" attached hereto and made a part hereof; (F) Certified resolution(s) approving the sale of the Property and authorizing the necessary parties to execute and deliver any and all documents reasonably necessary to effectuate the Closing for and on behalf of Seller, in form satisfactory to Escrow Agent; (G) Counterparts of a closing statement promulgated by Escrow Agent reflecting charges and credits in accordance with the terms of this Agreement (which may be executed at Closing if not available three (3) days prior to Closing); (H) Written evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, duly executed by Seller and the applicable property manager(s); (I) An affidavit of Seller certifying that Seller is not a "foreign person," as defined in the federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended; (J) An affidavit in the form required by the Escrow Agent to remove any standard exceptions, including mechanics' liens, parties in possession and similar matters, together with a GAP Indemnity; (K) The Recertification Certificate, in accordance with the provisions of Section 9 above; and (L) Any other documents reasonably required by the Title Company in order for the Title Policy to be issued to Buyer in the form required by this Agreement. Not later than two (2) days prior to the Closing Date, Buyer shall deposit in escrow with the Escrow Agent, the following executed documents: (A) Counterparts of the Assignment and Assumption of Leases in the form of Exhibit "D"; (B) Counterparts of the Assignment and Assumption of Contracts in the form of Exhibit "E"; (C) Certified resolution(s) approving the purchase of the Property and authorizing the necessary parties to tender the Purchase Price and to execute and deliver any and all documents reasonably necessary to effectuate the Closing for and on behalf of Buyer; and (D) Counterparts of a closing statement promulgated by Escrow Agent reflecting charges and credits in accordance with the terms of this Agreement (which may be executed at Closing if not available three (3) days prior to Closing).