Ground Lease Closing. 8.1 Execution and delivery of a Ground Lease (a “Ground Lease Closing”) shall take place within the time provided in Section 4.5 above. At Ground Lease Closing:
Ground Lease Closing
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Related to Ground Lease Closing
Second Closing The Second Closing shall be for $750,000 of the aggregate Subscription Amount subscribed for by all Purchasers hereunder and shall occur within 5 Business Days of the date which is the latest of (i) the date the Company files its Annual Report for the year ended June 30, 2007 with the Commission, (ii) the date the Company files its Quarterly Report for the quarter ended September 30, 2007 with the Commission and (iii) the date the Company is otherwise current in its reporting obligations under the Exchange Act (and indicated compliance with such reporting obligations on the cover page of its most recent period report filed with the Commission), and in any event on or before March 15, 2008. . (a) On or before each Closing Date (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in substantially the form of Exhibit D attached hereto; (iii) as to the First Closing, a Note with a principal amount equal to such Purchaser’s Subscription Amount for the First Closing as set forth on its signature page hereto, registered in the name of such Purchaser; (iv) as to the Second Closing, a Note with a principal amount equal to such Purchaser’s Subscription Amount for the Second Closing as set forth on its signature page hereto, registered in the name of such Purchaser; (v) as to the First Closing, a Warrant registered in the name of such Purchaser to purchase up to such Purchaser’s pro-rata share of 75,000 shares of Common Stock, with an exercise price equal to $_____1, subject to adjustment therein, it being understood that Warrants to purchase a total 1 110% of the closing price of the Common Stock on the Trading Day immediately prior to the date hereof. of 75,000 shares shall be issued at the First Closing; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, (w) certifying the resolutions adopted unanimously by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (x) certifying the current versions of the certificate or articles of incorporation, as amended and by-laws of the Company and its Subsidiaries, (y) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company and its Subsidiaries and (z) confirming that the representations and warranties of the Company contained herein are accurate in all material respects when made and on the applicable Closing Date; (vii) as to the First Closing, a certificate, evidencing a number of Shares equal to such Purchaser’s pro-rata portion of 2,000,000 shares of Common Stock (based on such Purchaser’s Subscription Amount hereunder and the aggregate Subscription Amount of all Purchasers hereunder), registered in the name of such Purchaser, it being understood that all 2,000,000 shares shall be issued at the First Closing; (viii) as to the Second Closing, the Mortgage, along with all of the other Security Documents, duly executed by the parties thereto and acknowledged where applicable; and (ix) as to the First Closing, the Subsidiary Guarantees, duly executed by the parties thereto and acknowledged where applicable. (b) On each Closing Date (except as noted), each Purchaser shall deliver or cause to be delivered to the Company the following: as to the First Closing, this Agreement duly executed by such Purchaser; and such Purchaser’s Subscription Amount for the applicable Closing by wire transfer to the account as specified in writing by the Company.
Seller’s Closing Deliveries At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Agent the following: (a) A deed executed by Seller, in the form of Exhibit E (the “Deed”). (b) A Xxxx of Sale executed by Seller, in the form of Exhibit F attached hereto (the “Xxxx of Sale”). (c) A certification from the Seller as required by the Foreign Investors Real Property Tax Act, as amended, that Seller is not a “foreign person” (the “Certificate of Non-Foreign Status”). (d) A customary affidavit sufficient for the Title Company to issue the Approved Title Policy and to delete any exceptions for parties in possession (other than tenants under the Leases) and mechanics’ or materialmen’s therefrom (the “Title Affidavit”). (e) A General Assignment executed by Seller, in the form of Exhibit H attached hereto assigning to Purchaser all of Seller’s interest under the service contracts to be assigned to Purchaser at Closing (the “General Assignment”). (f) An Assignment of Leases executed by Seller, in the form of Exhibit I attached hereto, assigning to Purchaser all of Seller’s interest under the Leases to be assigned to Purchaser at Closing (the “Assignment of Leases”). (g) A closing statement reflecting the Purchase Price and all adjustments, prorations, credits, costs and expenses set forth herein (the “Closing Statement”) approved by Seller. (h) A notice in the form attached hereto as Exhibit K (the “Tenant Notice”), executed by Seller which Purchaser shall send to each tenant under each of the Leases promptly after the Closing. (i) A Seller’s residency certification/exemption, if required by applicable law. (j) A closing instruction letter from Seller to the Escrow Agent. (k) Any other funds, documents, instruments or agreements (signed by Seller and acknowledged, if appropriate) reasonably necessary to effectuate the transaction contemplated by this Agreement. (l) A certificate executed by Seller certifying to Purchaser that Seller has no actual knowledge of any breach by Seller of any of the representations and warranties made by Seller in this Agreement or, if applicable, disclosing any such breach.
