Purchaser The RPA Seller shall indemnify and hold harmless the Purchaser from and against any loss, liability, expense or damage suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the RPA Seller pursuant to this Agreement or as a result of the transactions contemplated hereby, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the RPA Seller shall not indemnify the Purchaser if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Purchaser.
Seller's Documents At or before the Closing, Seller shall deliver to the Title Company the following:
(a) duly executed and acknowledged grant deeds conveying to the MRG all Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto;
(b) a duly executed xxxx of sale covering the Personal Property, in the form attached hereto as Exhibit "H";
(c) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRG) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations);
(d) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow);
(e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow);
(f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J";
(g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow);
(h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow);
(i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow);
(j) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M";
(k) closing statement in form and content satisfactory to MRG and Seller;
(l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I";
(m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and
(n) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of the foregoing items by an instrument in writing.
