DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At Closing, Seller shall deliver to Purchaser (collectively, “Seller’s Closing Documents”):
(a) for each Closing Property, the customary form of special or limited warranty deed and/or, if applicable, form of assignment and assumption of ground lease (such that Seller shall only warrant for claims arising by, through or under Seller, but none others) for the state for which the Property is located (collectively, the “Deeds”) shall be duly executed by Seller, be in form for recordation, contain the permitted exceptions listed on Exhibit O attached hereto, and be accompanied by completed realty transfer tax forms (to be provided by Purchaser’s title insurance company);
(b) for each Closing Property, a xxxx of sale in the form attached hereto as Exhibit D (“Xxxx of Sale”), pursuant to which Seller shall sell and transfer the personal property at each Property subject to this Agreement to Purchaser;
(c) for each Closing Property, two counterpart originals of an assignment and assumption of intangible property in the form attached hereto as Exhibit E (“Intangible Property Assignment”), pursuant to which Seller shall assign and Purchaser shall assume Seller’s interest in the Intangible Personal Property;
(d) for each Closing Property, all originals of all Leases and tenant files in Seller or Seller’s agents possession (the “Lease Files”) and two (2) counterpart originals of an assignment and assumption of leases in the form attached hereto as Exhibit F hereto (“Assignment”), pursuant to which Seller shall assign and Purchaser shall assume Seller’s interest as lessor in the Leases; the Lease Files shall be delivered to Purchaser at Closing at Seller’s offices in Charlotte, North Carolina;
(e) for each Closing Property, notices to tenants under the Leases of the occurrence of the sale of the Property in the form attached hereto as Exhibit G duly executed by or on behalf of Seller;
(f) a settlement statement (to be prepared by Purchaser’s title insurance company) showing the applicable closing adjustments, duly executed by Seller;
(g) a FIRPTA affidavit in the form attached hereto as Exhibit H;
(h) the customary form of mechanic’s lien and possession affidavit, each duly executed by Seller, together with such documents and other evidence as is reasonably required by Purchaser’s title insurance company to establish that Seller is authorized to execute the closing documents and to record the Deeds, including a California Form 590 shall also be provided for each Closi...
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. 10.1 At the Closing, each Seller shall execute, acknowledge and/or deliver (or cause to be delivered), as applicable, the following to Purchaser or the Title Company:
(a) A bargain and sale deed with covenant against grantor's acts, or its equivalent, in recordable form and otherwise reasonably acceptable to the parties (the "Deed"), conveying title to the Property(ies) owned by such Seller.
(b) An assignment and assumption of Yonkers' right, title and interest in and to the Ground Lease in the form of Exhibit "B" annexed hereto and made a part hereof, assigning free of liens, encumbrances and claims (except Permitted Encumbrances and as set forth in Section 6) all of Yonkers' right, title and interest in and to the Ground Lease (the "Ground Lease Assignment"). [Yonkers only]
(c) The Assignment and Assumption of Leases and Security Deposits in the form of Exhibit "C" annexed hereto and made a part hereof assigning free of liens, encumbrances and claims (except Permitted Encumbrances and as set forth in Section 6) all of such Seller's right, title and interest, if any, in and to the Leases, all guarantees thereof and the Security Deposits thereunder in such Seller's possession, if any (the "Lease Assignment").
(d) The Assignment and Assumption of Licenses and Intangible Property in the form of Exhibit "D" annexed hereto and made a part hereof (the "License and Intangible Property Assignment"; together with the Lease Assignment, the "Assignment Agreements") assigning free of liens, encumbrances and claims (except Permitted Encumbrances and as set forth in Section 6) all of such Seller's right, title and interest, if any, in and to (i) all of the assignable licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to its Property (or the Ground Lease) by any governmental authority (collectively, the "Licenses"); and (ii) all intangible property owned by such Seller with respect to the operation of its Property (including, without limitation, trade names, assumed names and trade logos); and, if any, transferable guarantees and warranties relating to the Property (or the Ground Lease) (the "Intangible Property").
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At the Closing, Seller shall deliver or cause to be delivered to Purchaser directly or, if either party elects, through the Closing Escrow, the following, each of which shall be in form reasonably satisfactory to Purchaser and (if applicable) the Title Insurer:
(a) a special warranty deed (the “Deed”) duly executed and acknowledged by Seller, conveying the Land and Improvements to Purchaser subject only to the Permitted Exceptions;
(b) the Title Policy or a “xxxx-up” of the Title Commitment;
(c) evidence of the authorization of Seller as to the execution of this Agreement and the sale of the Property to Purchaser and the performance of other acts required hereunder;
(d) an affidavit to the effect that Seller is not a foreign person under Section 1445(b) of the United States Internal Revenue Code;
(e) such other instruments and documents, including, but not limited to, an ALTA Statement and a gap undertaking, as may be reasonably required by the Title Insurer in order to issue the Title Policy in the form required pursuant to Section 4.2 hereof; and
(f) all other documents required to be executed and/or delivered by Seller pursuant to other provisions of this Agreement or the Escrow Agreement.
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At Closing, Seller shall deliver or cause to be delivered to the Title Insurer each of the following instruments and documents:
(a) Deed. The Deed, in the form attached hereto as Exhibit C.
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At Closing, Seller shall deliver to Purchaser (collectively, "Seller's Closing Documents"):
(a) for each Closing Property, the customary form of special or limited warranty deed (such that Seller shall only warrant for claims arising by, through or under Seller, but none
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At the closing, the Seller shall deliver to the Buyer the following documents (the “Closing Documents”):
(a) A bargain and sale deed with covenants against grantor’s acts duly executed by the Seller in form for recordation;
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING at the Closing Seller shall deliver the Bargain and Sale Deed (with payment by Buyer of any required state and/or local documentary stamps, if any to be affixed hereto) in form reasonably acceptable to Buyer or Buyer’s counsel and a non-foreign affidavit executed by Seller, containing such information as is required by Internal Revenue Code and the regulations thereunder.
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At Closing, Xxxxxx agrees to execute and shall deliver to Buyer:
1. Warranty Deed conveying title to the Property to the Buyer free and clear of all liens and encumbrances except the following items (allowable encumbrances):
a) Building and zoning laws, ordinances, state and federal statutes or other governmental regulations;
b) Easements and restrictions of record which do not interfere with Xxxxx’s intended use of the Property;
c) Reservation of any minerals or mineral rights in the State of Minnesota, if any.
2. Standard form affidavit of Seller prepared by Xxxxx showing no bankruptcies, judgments or mechanics' liens affecting the Property.
3. Certificate that Seller is not a foreign national.
4. Abstract or Registered Property Abstract and any duplicate Certificate of Title in Seller's possession to the Property.
5. Bill of Sale conveying title to the Buyer for the Personal Property and Fixtures as set forth in Exhibit B.
6. If the environmental investigation referenced in paragraph 14 herein discloses the existence of petroleum product or other pollutant, contaminant or other hazardous substance, either (i) a closure letter from the Minnesota Pollution Control Agency (MPCA) or other appropriate regulatory authority that remediation has been completed to the satisfaction of the MPCA or other authority; or (ii) agreement for remediation/indemnification and security as the Buyer may require under paragraph 14 herein.
7. Well disclosure certificate, if required, or, if there is no well on the Property, the Warranty Deed given pursuant to subparagraph a. above must include the following statement: "The Seller certifies that the seller does not know of any xxxxx on the described real property."
8. Any other documents reasonably required by the Buyer's title insurance company or attorney to evidence that title to the Property is marketable and that Seller has complied with the terms of this Agreement.
9. Certificate of Real Estate Value (CRV).
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At the Closing, Seller shall deliver or cause to be delivered to Buyer:
(a) resolutions of the Board of Directors of Seller authorizing the execution and delivery of this Agreement and the performance of the transactions contemplated hereby, certified by the Secretary or an Assistant Secretary of Seller;
(b) a Secretary's Certificate attesting to the incumbency of Seller's officers executing this Agreement and the other certificates and agreements delivered by Seller at the Closing;
(c) an Officer's Certificate relating to the matters set forth in Section 7.2;
(d) bargain and sale deeds substantially in the form of Exhibit 3.2
DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING. At the closing, Seller shall deliver to Purchaser the following documents in form and substance acceptable to counsel for Purchaser:
A. A certificate from Seller that the representations and warranties made by Seller in this Agreement are true and correct in all material respects on and as of the closing date, and that Seller has performed and complied with all of its obligations under this Agreement which are to be performed or complied with by it prior to or on the closing date.
B. Xxxx of Sale, transferring all of the client barter accounts listed on Exhibit A, furniture, fixtures and inventory listed on Exhibit B, and accounts receivable listed on Exhibit C.
C. Such other documents as Purchaser may reasonably request.
