Common use of Events of Closing Clause in Contracts

Events of Closing. This transaction will be closed on the Closing Date as follows: (a) Seller shall provide the Certificate to Purchaser for the purpose of CONFIRMING THAT THE REPRESENTATIONS AND WARRANTIES OF SELLER ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE. If there have been any known material changes in the warranties of Seller under this Agreement, Seller will provide a written disclosure of the known matters that have arisen that are changes to or in conflict with the warranties in this Agreement, and Purchaser, at its sole option, shall have the right to terminate this Agreement and receive a refund of the Deposit.. (b) Seller shall provide Purchaser with the FIRPTA Affidavit as provided in IRC ss. 1445. (c) The Escrow Officer shall calculate the expenses to be paid at Closing and the parties shall be charged and credited accordingly. (d) Purchaser shall pay the entire purchase price for the Assets to Seller, in cash, less a credit for the outstanding balance under the Loan, and as adjusted the charges and credits set forth in this Agreement. (e) Any liens to be paid by Seller at closing shall be paid and satisfied of record at its expense. (f) Seller shall convey the Properties that it owns to Purchaser by statutory special warranty deed, in the form attached as EXHIBIT F, subject only to the matters accepted (or deemed accepted) by Purchaser pursuant to this Agreement. The purchase price will be allocated between the Properties as shown (or to be shown) on the attached EXHIBIT D. (g) Seller shall convey its interest in any Personal Property to Purchaser by good and sufficient Xxxx of Sale, in the form attached as EXHIBIT G. (h) Seller shall convey its interest in Leases covering the Property to Purchaser by good and sufficient assignment and assumption instrument, which includes (without limitation) an assignment and assumption of Seller's right, title and interest under the Leases and under the Settlement Agreement with Joe's, in the form attached as EXHIBIT H. Seller will provide letters to tenants in the form attached as an appendix to the assignment. (i) Seller shall convey its interest in any Intangible Property to Purchaser by good and sufficient assignment, in the form attached as EXHIBIT I. SUCH DELIVERY AND THE INCLUSION OF A PARAGRAPH WITH AN INDEMNITY BY SELLER IN SUCH ASSIGNMENT WILL NOT CONSTITUTE A WARRANTY BY SELLER THAT THERE ARE MATTERS BEING ASSIGNED UNDER SUCH ASSIGNMENT, AND THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PURPOSE FOR DELIVERY OF SUCH ASSIGNMENT TO PURCHASER IS TO CONVEY SELLER'S RIGHTS AND INTEREST, IF ANY, IN THE MATTERS DESCRIBED THEREIN. (j) The Title Agent shall commit to issue the title insurance policies herein described upon recordation of the closing documents. The Title Agent shall calculate the expenses, if any, to be paid at Closing pursuant to this Agreement and the adjustments referenced herein, and will charge and credit the parties accordingly. The Title Agent shall record the Seller's deeds to Purchaser and, if desired by Purchaser, the assignment and assumption of Leases. (k) Seller will assign to Purchaser its interest in any insurance proceeds and/or condemnation awards as and to the extent required by this Agreement. (l) Each party will receive a copy of any Third Party Documents obtained by Purchaser, and shall have executed all documents agreed to by Seller, Purchaser and Mortgagee and required for Mortgagee's consent to this transaction.

Events of Closing. This transaction will be closed on the Closing ----------------- Date as follows: (a) Seller shall provide the Certificate to Purchaser for the purpose of CONFIRMING THAT THE REPRESENTATIONS AND WARRANTIES OF SELLER ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE. If there have been any known material changes in the Seller's warranties of Seller under this Agreement, Seller will provide a written disclosure of the known matters that have arisen that are changes to or in conflict inconsistent with the warranties of Seller in this Agreement, and Purchaser, at its sole option, shall have the right to terminate this Agreement and receive a refund of the Deposit... (b) Seller shall provide Purchaser with the FIRPTA Affidavit Certificate of Nonforeign Status as provided in IRC ss. I.R.C. (S) 1445. (c) Seller shall provide Purchaser with the written opinion of legal counsel(s) for Seller, in form and substance satisfactory to Purchaser and its counsel, to the effect that: (i) Seller is a duly organized and validly existing corporation, with full authority to enter into and perform this Agreement and the Lease; (ii) this Agreement and the Lease have been duly executed by a person properly authorized to do so on behalf of Seller; (iii) to the best of such counsel's knowledge, this Agreement does not violate the terms or provisions of any other contract or agreement to which Seller is a party; (iv) such counsel has no knowledge of any pending or threatened litigation or citations relating to the Seller or the Property; (v) to the best of such counsel's knowledge, the Land and Improvements comply with all applicable laws, ordinances and regulations, including all environmental laws; and (vi) subject to such assumptions and exceptions as may be approved by Purchaser's counsel, this Agreement and the Lease are enforceable against Seller in accordance with their terms. (d) Seller shall assign to Purchaser any insurance proceeds and condemnation awards as and to the extent required by this Agreement. (e) The Escrow Officer Title Agent shall calculate the expenses to be paid at Closing and the parties shall be charged and credited accordingly. (df) Purchaser shall pay the entire purchase price for the Assets to Seller, Seller in cash, less a credit for the outstanding balance under the Loan, and as adjusted the charges charges, credits and credits holdbacks set forth in this Agreement. (eg) Any liens to be paid by Seller at closing shall be paid and satisfied of record at its Seller's expense. (f) Seller shall convey the Properties that it owns to Purchaser by statutory special warranty deed, in the form attached as EXHIBIT F, subject only to the matters accepted (or deemed accepted) by Purchaser pursuant to this Agreement. The purchase price will be allocated between the Properties as shown (or to be shown) on the attached EXHIBIT D. (g) Seller shall convey its interest in any Personal Property to Purchaser by good and sufficient Xxxx of Sale, in the form attached as EXHIBIT G. (h) Seller The existing lease of the Gresham Property by Seller, as lessee, shall convey its interest in Leases covering be assigned to Purchaser, by warranty assignment of lease, and the Property to Purchaser by good and sufficient assignment and assumption instrument, which includes (without limitation) an assignment and assumption of Seller's right, title and interest Lease will constitute a sublease under the Leases and under the Settlement Agreement with Joe's, in the form attached as EXHIBIT H. Seller will provide letters to tenants in the form attached as an appendix to the assignmentsuch underlying lease. (i) Seller shall convey the real property to Purchaser or its interest affiliated entity (as Purchaser direst) by statutory warranty deed, subject only to the matters accepted by Purchaser in any writing pursuant to this Agreement. (j) Seller shall convey the Intangible Property to Purchaser by good and sufficient assignment, in (k) Purchaser and Seller shall execute and deliver the form attached as EXHIBIT I. SUCH DELIVERY AND THE INCLUSION OF A PARAGRAPH WITH AN INDEMNITY BY SELLER IN SUCH ASSIGNMENT WILL NOT CONSTITUTE A WARRANTY BY SELLER THAT THERE ARE MATTERS BEING ASSIGNED UNDER SUCH ASSIGNMENT, AND THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PURPOSE FOR DELIVERY OF SUCH ASSIGNMENT TO PURCHASER IS TO CONVEY SELLER'S RIGHTS AND INTEREST, IF ANY, IN THE MATTERS DESCRIBED THEREINLease. (jl) The Title Agent shall commit be committed to issue issuing the title insurance policies policy herein described upon recordation of the closing documents. The Title Agent shall calculate the expenses, if any, to be paid at Closing pursuant to this Agreement and the adjustments referenced herein, and will charge and credit the parties accordingly. . (m) The Title Agent shall record the Seller's deeds deed and assignment of lease to Purchaser and, if desired by Purchaser, the assignment and assumption of Leases. (k) Seller will assign to Purchaser its interest in any insurance proceeds and/or condemnation awards as and to the extent required by this Agreement. (l) Each party will receive a copy of any Third Party Documents obtained by Purchaser, and shall have executed all documents agreed to by Seller, Purchaser and Mortgagee and required for Mortgagee's consent to this transaction.

Events of Closing. This transaction will At the Closing, the following events shall take place, and no documents or monies shall be closed on deemed delivered by either party hereto unless all documents and monies to be delivered by the Closing Date as followsother party are tendered: (aA) Seller and/or Xxxxxxx, Inc. shall provide the Certificate deliver to Purchaser for the purpose of CONFIRMING THAT THE REPRESENTATIONS AND WARRANTIES OF SELLER ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE. If there have been any known material changes in the warranties of Seller under this Agreement, Seller will provide a written disclosure Buyer certified copies of the known matters that have arisen that are changes to or in conflict with resolutions adopted by its Board of Directors authorizing the warranties in this Agreement, execution and Purchaser, at its sole option, shall have the right to terminate delivery of this Agreement and receive a refund the consummation of the Deposit..all transactions contemplated hereunder; (bB) Seller and/or Xxxxxxx, Inc. shall provide Purchaser with deliver to Buyer a Xxxx of Sale in the FIRPTA Affidavit as provided in IRC ss. 1445form of Exhibit G attached hereto conveying to Buyer the Equipment. (c) The Escrow Officer shall calculate the expenses to be paid at Closing and the parties shall be charged and credited accordingly. (d) Purchaser shall pay the entire purchase price for the Assets to Seller, in cash, less a credit for the outstanding balance under the Loan, and as adjusted the charges and credits set forth in this Agreement. (e) Any liens to be paid by Seller at closing shall be paid and satisfied of record at its expense. (fC) Seller (as assignor) and Buyer (as assignee) shall convey the Properties that it owns deliver to Purchaser by statutory special warranty deed, each other an executed agreement in the form of Exhibit H attached as EXHIBIT Fhereto, subject only which agreement shall evidence Seller's assignment of all its right, title and interest in and to the matters accepted (or deemed accepted) by Purchaser pursuant to this Agreement. The purchase price will be allocated between the Properties Customer Leases as shown (or to be shown) on the attached EXHIBIT D. (g) Seller lessor, and shall convey its interest in any Personal Property to Purchaser by good and sufficient Xxxx evidence Buyer's acceptance of Sale, in the form attached as EXHIBIT G. (h) Seller shall convey its interest in Leases covering the Property to Purchaser by good and sufficient assignment and assumption instrument, which includes (without limitation) an such assignment and assumption of Seller's right, title obligations and interest liabilities under the Leases and under the Settlement Agreement with Joe's, in the form attached as EXHIBIT H. Seller will provide letters to tenants in the form attached as an appendix to the assignmentCustomer Leases. (iD) Subject to the terms and conditions set forth herein, Buyer shall pay the Purchase Price by wire transfer to such accounts as Seller shall convey its interest instruct Buyer in any Intangible Property writing, less Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) paid to Purchaser by good Seller as down payment into the Down Payment Escrow simultaneous with the execution of this Agreement and sufficient assignmentless Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) paid into the Indemnification Escrow, and less the credit not to exceed One Hundred Twenty-Five Thousand Dollars ($125,000.00) to Buyer for unrepaired damage to the Equipment as set forth in the form attached as EXHIBIT I. SUCH DELIVERY AND THE INCLUSION OF A PARAGRAPH WITH AN INDEMNITY BY SELLER IN SUCH ASSIGNMENT WILL NOT CONSTITUTE A WARRANTY BY SELLER THAT THERE ARE MATTERS BEING ASSIGNED UNDER SUCH ASSIGNMENT, AND THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PURPOSE FOR DELIVERY OF SUCH ASSIGNMENT TO PURCHASER IS TO CONVEY SELLER'S RIGHTS AND INTEREST, IF ANY, IN THE MATTERS DESCRIBED THEREIN.Exhibit E. (jE) The Title Agent Buyer shall commit deliver to issue Seller copies of authorizations authorizing the title insurance policies herein described upon recordation execution and delivery of the closing documents. The Title Agent shall calculate the expenses, if any, to be paid at Closing pursuant to this Agreement and the adjustments referenced herein, and will charge and credit the parties accordingly. The Title Agent shall record the Seller's deeds to Purchaser and, if desired by Purchaser, the assignment and assumption of Leasestransactions contemplated hereunder. (k) Seller will assign to Purchaser its interest in any insurance proceeds and/or condemnation awards as and to the extent required by this Agreement. (l) Each party will receive a copy of any Third Party Documents obtained by Purchaser, and shall have executed all documents agreed to by Seller, Purchaser and Mortgagee and required for Mortgagee's consent to this transaction.

Events of Closing. This transaction will be closed on At the Closing Date as followsClosing, the following shall occur: (a) Seller shall provide the Certificate to Purchaser for the purpose of CONFIRMING THAT THE REPRESENTATIONS AND WARRANTIES OF SELLER ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE. If there have been any known material changes in the warranties of Seller under this Agreement, Seller will provide a written disclosure of the known matters that have arisen that are changes to or in conflict with the warranties in this Agreement, and Purchaser, at its sole option, shall have the right to terminate this Agreement and receive a refund of the Deposit.. (b) Seller shall provide Purchaser with the FIRPTA Affidavit as provided in IRC ss. 1445. (c) The Escrow Officer shall calculate the expenses to be paid at Closing and the parties shall be charged and credited accordingly. (d) Purchaser 18.2.1 Buyer shall pay the entire purchase price for Down Payment (subject to any adjustments pursuant to Section 7) to Seller by wire transfer of immediately available funds to Escrow Agent. 18.2.2 Buyer shall execute and deliver to Seller the Assets Asset Note and the security documents contemplated by Section 6. 18.2.3 Seller shall execute, acknowledge (to Seller, in cash, less a credit for the outstanding balance under the Loanextent required), and as adjusted deliver to Buyer (i) a Statutory Special Warranty Deed (the charges "DEED") conveying the Improvements to Buyer, free and credits clear of all liens and encumbrances suffered or created by Buyer other than the exceptions no. 2 through 24, inclusive, set forth in this Agreementthe Preliminary Title Report attached as EXHIBIT F (the "PERMITTED EXCEPTIONS"), (ii) a Xxxx of Sale with respect to the Inventory, the Miscellaneous Assets, and the Vehicles, and (iii) certificates of title with respect to the Vehicles. 18.2.4 Seller and Buyer shall execute, acknowledge (eto the extent required), and deliver counterpart originals of (i) Any liens an Assignment and Assumption Agreement assigning and transferring to be paid by Seller at closing shall be paid Buyer all of Seller's right, title, and satisfied interest in and to the Ground Lease and the Contract Rights and providing for Buyer's assumption of record at its expenseSeller's obligations thereunder as of the Closing Date, and (ii) a recordable Memorandum of Assignment with respect to the Ground Lease (the "MEMORANDUM"). (f) 18.2.5 Seller and Buyer shall convey the Properties that it owns to Purchaser by statutory special warranty deed, execute and deliver counterpart originals of a Lumber Supply Agreement in the form attached as EXHIBIT FG, subject only to the matters accepted (or deemed accepted) by Purchaser pursuant to this Agreement. The purchase price will be allocated between the Properties as shown (or which Seller shall agree to be shown) sell to Buyer, at market prices and on the attached EXHIBIT D.other terms and conditions set forth therein, (i) during each of the 24 consecutive calendar months beginning with the month following the Closing Date (the "INITIAL SUPPLY PERIOD"), not less than 2 million board feet of 1-9/16 inch Grade 3 and Better Random Width Random Length Ponderosa Pine Shop Lumber; and (ii) during each of the 36 consecutive calendar months following the end of the Initial Supply Period, not less than the lesser of (a) 2 million board feet of 1-9/16 inch Grade 3 and Better Random Width Random Length Ponderosa Pine Shop Lumber, or (b) 26% of Seller's production of such lumber at its sawmills in Xxxxxxxxx and Prineville, Oregon. Seller acknowledges that the Supply Agreement is a material inducement to Buyer's decision to enter into this transaction. (g) 18.2.6 Seller shall convey its interest in any Personal Property execute and deliver to Purchaser by good and sufficient Xxxx of Sale, Buyer a certificate in the form attached required by applicable regulations under Section 1445 of the Internal Revenue Code of 1986, as EXHIBIT G. amended, affirming that Seller is not a foreign person (has that term is defined therein) Seller shall convey its interest in Leases covering the Property to Purchaser by good and sufficient assignment and assumption instrument, which includes (without limitation) an assignment and assumption of Seller's right, title and interest under the Leases and under the Settlement Agreement with Joe's, in the form attached containing such other information as EXHIBIT H. Seller will provide letters to tenants in the form attached as an appendix to the assignmentmay be required thereunder. 18.2.7 Escrow Agent shall arrange for (i) Seller shall convey its interest in any Intangible Property to Purchaser by good and sufficient assignment, in the form attached as EXHIBIT I. SUCH DELIVERY AND THE INCLUSION OF A PARAGRAPH WITH AN INDEMNITY BY SELLER IN SUCH ASSIGNMENT WILL NOT CONSTITUTE A WARRANTY BY SELLER THAT THERE ARE MATTERS BEING ASSIGNED UNDER SUCH ASSIGNMENT, AND THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PURPOSE FOR DELIVERY OF SUCH ASSIGNMENT TO PURCHASER IS TO CONVEY SELLER'S RIGHTS AND INTEREST, IF ANY, IN THE MATTERS DESCRIBED THEREIN. (j) The Title Agent shall commit to issue the title insurance policies herein described upon recordation of the closing documents. The Title Agent shall calculate Deed, the expensesMemorandum, if any, to be paid at Closing pursuant to this Agreement and the adjustments referenced hereindeed of trust in favor of Seller with respect to the Improvements, and will charge and credit (ii) recordation or filing, as appropriate, of the parties accordingly. The Title Agent shall record the Seller's deeds to Purchaser and, if desired Uniform Commercial Code financing statements contemplated by Purchaser, the assignment and assumption of LeasesSection 6. (k) Seller will assign 18.2.8 The parties shall take such other actions as may be reasonably necessary to Purchaser its interest complete the Closing in any insurance proceeds and/or condemnation awards as and to the extent required by accordance with this Agreement. (l) Each party will receive a copy of any Third Party Documents obtained by Purchaser, and shall have executed all documents agreed to by Seller, Purchaser and Mortgagee and required for Mortgagee's consent to this transaction.

Events of Closing. This Provided the Title Company or its escrow affiliate has received the balance of the Purchase Price from Purchaser and is in a position to cause the Title Policy to be issued as provided herein, this transaction will be closed (the "CLOSING") on the Closing Date as follows:follows (all of the following to be deemed to take place concurrently): (a) Subject to Section 6.2 above, Seller shall provide Purchaser with a certificate signed by Seller updating and remaking Seller's representations and warranties. To the Certificate to Purchaser for the purpose of CONFIRMING THAT THE REPRESENTATIONS AND WARRANTIES OF SELLER ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE. If there have been extent any known material changes in the such representations and warranties of Seller under this Agreementare given to the best of Seller's knowledge or to Seller's knowledge or Seller's actual knowledge, Seller will provide a written disclosure of such certificate shall be given on the known matters that have arisen that are changes to or in conflict with the warranties in this Agreement, and Purchaser, at its sole option, shall have the right to terminate this Agreement and receive a refund of the Deposit..same basis. (b) Seller and Purchaser shall provide Purchaser with execute and deliver an assumption agreement and such other documents, agreements, certificates and instruments as may be required by Lender, in form and substance reasonably satisfactory to each of Seller and Purchaser, evidencing Purchaser's assumption of the FIRPTA Affidavit as provided in IRC ss. 1445Existing Mortgage. (c) The Escrow Officer Seller shall calculate deliver to Purchaser an original copy of the expenses VA Lease, and, to the extent available, Service Contracts and Improvement Contracts relating to the Property which are in Seller's possession. (d) Seller shall assign to Purchaser and Purchaser shall accept and assume all warranties and warranty payments, insurance proceeds, and condemnation awards, the Leases, and all Service Contracts and Improvement Contracts to be paid at Closing assigned to Purchaser, such assignments to be in the respective forms set forth in Exhibit H (Assignment of Leases) and Exhibit I (Assignment of Contracts and General Assignment) attached hereto. (e) Seller shall provide Purchaser and the Title Company with documents, reasonably acceptable to Purchaser and Title Company, evidencing Seller's authority to enter into and consummate the transaction contemplated by this Agreement. (f) The Title Company or its escrow affiliate shall prepare a settlement statement in accordance with the terms and conditions of this Agreement which must be approved by Seller and Purchaser, and the parties shall be charged and credited accordingly. (dg) Purchaser shall pay the entire purchase price Purchase Price, less the Deposit which shall be delivered to Seller by the Escrow Agent, to Seller in cash or immediately available funds, adjusted for the Assets to Sellercharges, in cash, less a credit for the outstanding balance under the Loan, credits and as adjusted the charges and credits escrow deposits set forth in this AgreementSection 8. (eh) Any liens liens, encumbrances or judgments to be paid by Seller at closing Closing pursuant to Section 4(a) shall be paid and satisfied of record at its Seller's expense. (fi) In accordance with the laws of Puerto Rico, Seller shall execute and deliver to Purchaser a deed (the "DEED") prepared by Seller's counsel and acceptable to Purchaser, in both form and substance, conveying fee simple marketable title to the Property to Purchaser, together with any required transfer or conveyance tax returns. (j) Seller shall convey the Properties that it owns to Purchaser by statutory special warranty deed, in the form attached as EXHIBIT F, subject only to the matters accepted (or deemed accepted) by Purchaser pursuant to this Agreement. The purchase price will be allocated between the Properties as shown (or to be shown) on the attached EXHIBIT D. (g) Seller shall convey its interest in any Personal Property to Purchaser by good and sufficient Xxxx bill of Sale, sale in the form attached atxxxxed hereto as EXHIBIT G. (h) Seller shall convey its interest in Leases covering the Property to Purchaser by good and sufficient assignment and assumption instrument, which includes (without limitation) an assignment and assumption of Seller's right, title and interest under the Leases and under the Settlement Agreement with Joe's, in the form attached as EXHIBIT H. Seller will provide letters to tenants in the form attached as an appendix to the assignment. (i) Seller shall convey its interest in any Intangible Property to Purchaser by good and sufficient assignment, in the form attached as EXHIBIT I. SUCH DELIVERY AND THE INCLUSION OF A PARAGRAPH WITH AN INDEMNITY BY SELLER IN SUCH ASSIGNMENT WILL NOT CONSTITUTE A WARRANTY BY SELLER THAT THERE ARE MATTERS BEING ASSIGNED UNDER SUCH ASSIGNMENT, AND THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PURPOSE FOR DELIVERY OF SUCH ASSIGNMENT TO PURCHASER IS TO CONVEY SELLER'S RIGHTS AND INTEREST, IF ANY, IN THE MATTERS DESCRIBED THEREIN. (j) The Title Agent shall commit to issue the title insurance policies herein described upon recordation of the closing documents. The Title Agent shall calculate the expenses, if any, to be paid at Closing pursuant to this Agreement and the adjustments referenced herein, and will charge and credit the parties accordingly. The Title Agent shall record the Seller's deeds to Purchaser and, if desired by Purchaser, the assignment and assumption of Leases.Exhibit K. (k) Seller will assign shall execute and deliver all other documents, certificates, affidavits, fax returns and instruments necessary to Purchaser its interest in any insurance proceeds and/or condemnation awards as and to complete the extent required transaction contemplated by this Agreement. (l) Each party will receive a copy The Title Company shall confirm that it is irrevocably committed to issue the Title Policy to Purchaser in accordance with the requirements set forth herein upon recordation of any Third Party Documents obtained by Purchaserthe Deed. Seller and Purchaser agree to provide all ALTA statements and other documents customarily required for issuance of the Title Policy. (m) The Title Company or its escrow affiliate shall record the Deed with the appropriate recording office and, and shall have executed all documents agreed subject to funds being made available by Seller, Purchaser and Mortgagee and required for Mortgagee's consent to this transactionpay all transfer taxes in connection therewith.

Events of Closing. This transaction will be closed on the Closing Date as follows: (a) Seller shall provide the Certificate to Purchaser for the purpose of CONFIRMING THAT THE REPRESENTATIONS AND WARRANTIES OF SELLER ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE. If there have been any known material changes in the Seller's warranties of Seller under this Agreement, Seller will provide a written disclosure of the known matters that have arisen that are changes to or in conflict inconsistent with the warranties of Seller in this Agreement, and Purchaser, at its sole option, shall have the right to terminate this Agreement and receive a refund of the Deposit... (b) Seller shall provide Purchaser with the FIRPTA Affidavit Certificate of Nonforeign Status as provided in IRC I.R.C. ss. 1445. (c) Seller shall provide Purchaser with the written opinion of legal counsel(s) for Seller, in form and substance satisfactory to Purchaser and its counsel, to the effect that: (i) Seller is a duly organized and validly existing corporation, with full authority to enter into and perform this Agreement and the Lease; (ii) this Agreement and the Lease have been duly executed by a person properly authorized to do so on behalf of Seller; (iii) to the best of such counsel's knowledge, this Agreement does not violate the terms or provisions of any other contract or agreement to which Seller is a party; (iv) such counsel has no knowledge of any pending or threatened litigation or citations relating to the Seller or the Property; (v) to the best of such counsel's knowledge, the Land and Improvements comply with all applicable laws, ordinances and regulations, including all environmental laws; and (vi) subject to such assumptions and exceptions as may be approved by Purchaser's counsel, this Agreement and the Lease are enforceable against Seller in accordance with their terms. (d) Seller shall assign to Purchaser any insurance proceeds and condemnation awards as and to the extent required by this Agreement. (e) The Escrow Officer Title Agent shall calculate the expenses to be paid at Closing and the parties shall be charged and credited accordingly. (df) Purchaser shall pay the entire purchase price for the Assets to Seller, Seller in cash, less a credit for the outstanding balance under the Loan, and as adjusted the charges charges, credits and credits holdbacks set forth in this Agreement. (eg) Any liens to be paid by Seller at closing shall be paid and satisfied of record at its Seller's expense. (f) Seller shall convey the Properties that it owns to Purchaser by statutory special warranty deed, in the form attached as EXHIBIT F, subject only to the matters accepted (or deemed accepted) by Purchaser pursuant to this Agreement. The purchase price will be allocated between the Properties as shown (or to be shown) on the attached EXHIBIT D. (g) Seller shall convey its interest in any Personal Property to Purchaser by good and sufficient Xxxx of Sale, in the form attached as EXHIBIT G. (h) Seller The existing lease of the Gresham Property by Seller, as lessee, shall convey its interest in Leases covering be assigned to Purchaser, by warranty assignment of lease, and the Property to Purchaser by good and sufficient assignment and assumption instrument, which includes (without limitation) an assignment and assumption of Seller's right, title and interest Lease will constitute a sublease under the Leases and under the Settlement Agreement with Joe's, in the form attached as EXHIBIT H. Seller will provide letters to tenants in the form attached as an appendix to the assignmentsuch underlying lease. (i) Seller shall convey the real property to Purchaser or its interest affiliated entity (as Purchaser direst) by statutory warranty deed, subject only to the matters accepted by Purchaser in any writing pursuant to this Agreement. (j) Seller shall convey the Intangible Property to Purchaser by good and sufficient assignment, in the form attached as EXHIBIT I. SUCH DELIVERY AND THE INCLUSION OF A PARAGRAPH WITH AN INDEMNITY BY SELLER IN SUCH ASSIGNMENT WILL NOT CONSTITUTE A WARRANTY BY SELLER THAT THERE ARE MATTERS BEING ASSIGNED UNDER SUCH ASSIGNMENT, AND THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE PURPOSE FOR DELIVERY OF SUCH ASSIGNMENT TO PURCHASER IS TO CONVEY SELLER'S RIGHTS AND INTEREST, IF ANY, IN THE MATTERS DESCRIBED THEREIN. (jk) Purchaser and Seller shall execute and deliver the Lease. (l) The Title Agent shall commit be committed to issue issuing the title insurance policies policy herein described upon recordation of the closing documents. The Title Agent shall calculate the expenses, if any, to be paid at Closing pursuant to this Agreement and the adjustments referenced herein, and will charge and credit the parties accordingly. . (m) The Title Agent shall record the Seller's deeds deed and assignment of lease to Purchaser and, if desired by Purchaser, the assignment and assumption of Leases. (k) Seller will assign to Purchaser its interest in any insurance proceeds and/or condemnation awards as and to the extent required by this Agreement. (l) Each party will receive a copy of any Third Party Documents obtained by Purchaser, and shall have executed all documents agreed to by Seller, Purchaser and Mortgagee and required for Mortgagee's consent to this transaction.