Common use of Items to be Delivered at Closing Clause in Contracts

Items to be Delivered at Closing. (a) At or prior to Closing, Seller shall deliver to the Escrow Agent the following: (i) the Deeds, together with the State of Nevada Declaration of Value form setting forth the Purchase Price as the purchase price thereon; (ii) a Xxxx of Sale with respect to Seller’s personal property (if any) located at the Property in the form attached as Exhibit “D” hereto; Seller’s signage shall be a part of the personal property sold hereunder but the name LogistiCenter and the right to such name is specifically excluded. Seller shall remove the name LogistiCenter from all signage within one (1) week following the Closing (and repair any damage caused thereby) (which obligation shall survive the Closing); (iii) a general assignment of any and all contracts that are approved by Purchaser prior to the expiration of the Inspection Period and assignable warranties and permits with respect to the Property in the form attached as Exhibit “E” hereto (the “General Assignment”); (iv) an assignment of general contractor’s guarantee (“Guaranty Assignment”) duly executed by Seller and United Construction Company with respect to those warranties identified by Purchaser prior to the expiration of the Inspection Period; (v) an affidavit, in the form attached as Exhibit “F” hereto signed by Seller stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person as defined by the IRS Code, Section 1445(F)(3); (vi) an Assignment and Assumption of the Leases Agreement in the form attached hereto as Exhibit “G”; (vii) an Escrow Agreement covering the funds from Seller’s proceeds to be held by the Title Company in escrow to fund work to be completed by Seller’s general contractor as provided in Exhibit K (the “Escrow Agreement”), which Escrow Agreement shall specify any additional warranties that will be issued upon the completion of such work. (viii) all original (or copies if originals are not in Seller’s possession or control) to the extent within Seller’s possession or control, of: (a) certificates, licenses, permits, authorizations and approvals issued for or with respect to the Property by governmental and quasi-governmental authorities having jurisdiction; (b) copies of all of the newly issued warranties, if any, for Buildings 3 and 4; and (c) all non-proprietary books and records (including any operating manuals for equipment and machinery) located at the Property or at the office of the manager of the Property relating to the construction or operation of the Property [provided that same may be delivered to Purchaser outside of Escrow]; (ix) a Seller FIRPTA Affidavit; (x) an affidavit to the benefit of the Title Company in the form attached hereto as Exhibit “H”, for the purposes of deleting from Purchaser’s title policy the “gap” and the standard exceptions of such title insurance company, including exceptions for claims of parties-in-possession and mechanic’s liens arising from work performed at the request of a party other than Purchaser, all as they pertain to the Property. (xi) such other documents reasonably required by Purchaser or the Title Company to consummate the transactions contemplated herein (including a settlement statement); (xii) a certified rent roll as of the Closing Date; (xiii) the executed original Tenant Estoppel Certificates (to the extent not previously delivered to Purchaser); (xiv) a counterpart tenant notice letter in a form prepared by Purchaser; (xv) All original Leases and Contracts [provided that same may be delivered to Purchaser outside of Escrow]; and (xvi) an assignment of declarant rights (“Declaration Assignment”), pursuant to which the declarant rights under that certain Declaration of Covenants, Conditions, and Restrictions and Reciprocal Easement Agreement for LogistiCenter @ I-8O shall be assigned; and (xvii) A complete set of any keys for the Property [provided that same may be delivered to Purchaser outside of Escrow]. (b) At the Closing, Purchaser shall deliver to the Escrow Agent the following: (i) the Purchase Price (less a credit for the Deposit), subject to adjustments and prorations as set forth in this Agreement; (ii) funds in the amount necessary to make all other Purchaser disbursements and payments required by the closing and disbursement statements executed in connection with Closing; (iii) a counterpart original of the General Assignment; (iv) a counterpart original of the Assignment and Assumption of Leases Agreement; (v) a counterpart original of the Guaranty Assignment; (vi) a counterpart original of the Escrow Agreement (as described in Section 14(a)(vii) above); (vii) a counterpart tenant notice letter; (viii) the State of Nevada Declaration of Value showing Parcel Numbers 000-000-00 and 000-000-00 (Buildings 1 and 2) at a value of $36,673,000.00 and Parcel Numbers 000-000-00 and 000-000-00 (Buildings 3 and 4) at a value of $35,649,250.00, for a total value of $72,322,250.00; (ix) a counterpart of the Declaration Assignment; and (x) such other documents reasonably required by Seller or the Title Company to consummate the transactions contemplated herein (including a settlement statement). (c) Upon receipt of the documents, items and funds set forth in Subsections (a) and (b) above, the Escrow Agent shall be authorized to, among other things: (i) record the Deeds and the Declaration Assignment in the land records of the applicable county; (ii) deliver each document received hereunder by Escrow Agent to the person acquiring rights under said document or for whose benefit said document was acquired; (iii) deliver an owner’s policy of title insurance or marked commitment therefor to Purchaser; and (iv) deliver to Seller the Purchase Price and make all other disbursements required by the closing and disbursement statements executed in connection with Closing.

Items to be Delivered at Closing. (a) At or prior to the Closing, Seller in addition to any other documents to be delivered under other provisions of this Agreement, the following items shall deliver be delivered, all of such deliveries being deemed to occur simultaneously: 9.1 Items to be Delivered by EMC. EMC will deliver, or will cause to be delivered, to the Escrow Agent Constituent Corporations the following, the form and substance of which shall be reasonably acceptable to each of the Constituent Corporations and its legal counsel: (i) A certificate executed by the DeedsPresident and Secretary of EMC to the effect that the representations and warranties made by EMC in this Agreement are true and correct in all material respects as of the Closing Date, together with the State same effect as though made on and as of Nevada Declaration of Value form setting forth the Purchase Price as the purchase price thereonsuch date; (ii) a Xxxx of Sale with respect to Seller’s personal property (if any) located at the Property in the form attached as Exhibit “D” hereto; Seller’s signage shall be a part Certified copies of the personal property sold hereunder but the name LogistiCenter Certificate of Incorporation and the right to such name is specifically excluded. Seller shall remove the name LogistiCenter from all signage within one (1) week following the Closing (and repair any damage caused thereby) (which obligation shall survive the Closing); (iii) a general assignment By-laws of any and all contracts that are approved by Purchaser prior to the expiration of the Inspection Period and assignable warranties and permits with respect to the Property EMC, as in the form attached as Exhibit “E” hereto (the “General Assignment”); (iv) an assignment of general contractor’s guarantee (“Guaranty Assignment”) duly executed by Seller and United Construction Company with respect to those warranties identified by Purchaser prior to the expiration of the Inspection Period; (v) an affidavit, in the form attached as Exhibit “F” hereto signed by Seller stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person as defined by the IRS Code, Section 1445(F)(3); (vi) an Assignment and Assumption of the Leases Agreement in the form attached hereto as Exhibit “G”; (vii) an Escrow Agreement covering the funds from Seller’s proceeds to be held by the Title Company in escrow to fund work to be completed by Seller’s general contractor as provided in Exhibit K (the “Escrow Agreement”), which Escrow Agreement shall specify any additional warranties that will be issued upon the completion of such work. (viii) all original (or copies if originals are not in Seller’s possession or control) to the extent within Seller’s possession or control, of: (a) certificates, licenses, permits, authorizations and approvals issued for or with respect to the Property by governmental and quasi-governmental authorities having jurisdiction; (b) copies of all of the newly issued warranties, if any, for Buildings 3 and 4; and (c) all non-proprietary books and records (including any operating manuals for equipment and machinery) located at the Property or at the office of the manager of the Property relating to the construction or operation of the Property [provided that same may be delivered to Purchaser outside of Escrow]; (ix) a Seller FIRPTA Affidavit; (x) an affidavit to the benefit of the Title Company in the form attached hereto as Exhibit “H”, for the purposes of deleting from Purchaser’s title policy the “gap” and the standard exceptions of such title insurance company, including exceptions for claims of parties-in-possession and mechanic’s liens arising from work performed at the request of a party other than Purchaser, all as they pertain to the Property. (xi) such other documents reasonably required by Purchaser or the Title Company to consummate the transactions contemplated herein (including a settlement statement); (xii) a certified rent roll as of effect on the Closing Date; (xiii) the executed original Tenant Estoppel Certificates (to the extent not previously delivered to Purchaser); (xiv) a counterpart tenant notice letter in a form prepared by Purchaser; (xv) All original Leases and Contracts [provided that same may be delivered to Purchaser outside of Escrow]; and (xvi) an assignment of declarant rights (“Declaration Assignment”), pursuant to which the declarant rights under that certain Declaration of Covenants, Conditions, and Restrictions and Reciprocal Easement Agreement for LogistiCenter @ I-8O shall be assigned; and (xvii) A complete set of any keys for the Property [provided that same may be delivered to Purchaser outside of Escrow]. (b) At the Closing, Purchaser shall deliver to the Escrow Agent the following: (i) the Purchase Price (less a credit for the Deposit), subject to adjustments and prorations as set forth in this Agreement; (ii) funds in the amount necessary to make all other Purchaser disbursements and payments required by the closing and disbursement statements executed in connection with Closing; (iii) a counterpart original Certified copy of resolutions of the General AssignmentDirectors of EMC authorizing this Agreement and the transactions contemplated hereby; (iv) a counterpart original Certified copies of resolutions of the Assignment and Assumption of Leases AgreementEMC Shareholders approving the Merger; (v) a counterpart original A certificate from the Secretary of State of Delaware, dated within fifteen (15) days of the Guaranty Assignment;Closing Date to the effect that EMC is a corporation in good standing under the laws of said State; and (vi) a counterpart original An opinion of its legal counsel, limited as to any portion of the Escrow opinion as to an aspect of this Agreement governed by the application of Delaware law, to the Constituent Corporations to the effect that: (as described 1) EMC is a corporation validly existing and in Section 14(a)(vii) above)good standing under the laws of the State of Delaware; (vii2) a counterpart tenant notice letterEMC has the corporate power to carry on its business as presently conducted; (viii3) This Agreement and the State other documents and instruments delivered by EMC hereunder have been duly authorized, executed and delivered by EMC and each is a valid and binding obligation of Nevada Declaration of Value showing Parcel Numbers 000-000-00 and 000-000-00 (Buildings 1 and 2) at a value of $36,673,000.00 and Parcel Numbers 000-000-00 and 000-000-00 (Buildings 3 and 4) at a value of $35,649,250.00EMC, for a total value of $72,322,250.00enforceable in accordance with its terms; (ix4) The execution, performance and delivery of this Agreement by EMC, and the consummation of the transactions contemplated thereby, will not violate, conflict with or result in the material breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time, or both constitute) a counterpart default under, any material contract or other agreement to which EMC is a party or by or to which it or any of the Declaration Assignmentits assets or properties is bound or subject; (5) EMC has taken all corporate action necessary for performance under this Agreement; and (x6) The shares of EMC Common Stock to be transferred to New Jersey pursuant to this Agreement have been duly authorized and are validly issued, fully paid and non-assessable. Such opinion shall also cover such other documents additional matters as each of the Constituent Corporations and its counsel may reasonably required by Seller or the Title Company to consummate the transactions contemplated herein (including a settlement statement)request. (c) Upon receipt of 9.2 Items to be Delivered by the documents, items and funds set forth in Subsections (a) and (b) above, the Escrow Agent shall be authorized to, among other things: (i) record the Deeds and the Declaration Assignment in the land records of the applicable county; (ii) deliver each document received hereunder by Escrow Agent to the person acquiring rights under said document or for whose benefit said document was acquired; (iii) deliver an owner’s policy of title insurance or marked commitment therefor to Purchaser; and (iv) EMC Shareholders. Each EMC Shareholder will deliver to Seller New Jersey certificates representing the Purchase Price and make all other disbursements required by the closing and disbursement statements executed in connection with ClosingEMC Common Stock of such EMC Shareholder to be transferred to New Jersey hereunder.

Items to be Delivered at Closing. At the Closing and subject to the terms and conditions herein contained: (ai) At or prior to ClosingSeller will, and Shareholder will cause Seller shall to, deliver to the Escrow Agent Buyer the following: (ia) the Deeds, together with the State of Nevada Declaration of Value form setting forth the Purchase Price as the purchase price thereon; (ii) a Xxxx of Sale with respect to Seller’s personal property (if any) located at the Property in the form attached as Exhibit “D” hereto; Seller’s signage shall be a part of the personal property sold hereunder but the name LogistiCenter and the right to such name is specifically excluded. Seller shall remove the name LogistiCenter from all signage within one (1) week following the Closing (and repair any damage caused thereby) (which obligation shall survive the Closing); (iii) a general assignment of any and all contracts that are approved by Purchaser prior to the expiration of the Inspection Period and assignable warranties and permits with respect to the Property in the form attached as Exhibit “E” hereto (the “General Assignment”); (iv) an assignment of general contractor’s guarantee (“Guaranty Assignment”) A duly executed by Seller and United Construction Company with respect to those warranties identified by Purchaser prior to the expiration xxxx of the Inspection Period; (v) an affidavit, sale in the form attached as Exhibit “F” hereto signed by Seller stating under penalty of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person as defined by the IRS Code, Section 1445(F)(3); (vi) an Assignment and Assumption of the Leases Agreement in the form attached hereto as Exhibit “G”; (vii) an Escrow Agreement covering "J," to convey, transfer and assign to, and vest in, Buyer good, valid and marketable title in and to all of the funds from Seller’s proceeds to be held by the Title Company in escrow to fund work to be completed by Seller’s general contractor as provided in Exhibit K (the “Escrow Agreement”), which Escrow Agreement shall specify any additional warranties that will be issued upon the completion of such worktangible Assets. (viii) all original (or copies if originals are not in Seller’s possession or control) to the extent within Seller’s possession or control, of: (a) certificates, licenses, permits, authorizations and approvals issued for or with respect to the Property by governmental and quasi-governmental authorities having jurisdiction; (b) copies A duly executed assignment of all of the newly issued warranties, if any, for Buildings 3 and 4; and (c) all non-proprietary books and records (including any operating manuals for equipment and machinery) located at the Property or at the office of the manager of the Property relating to the construction or operation of the Property [provided that same may be delivered to Purchaser outside of Escrow]; (ix) a Seller FIRPTA Affidavit; (x) an affidavit to the benefit of the Title Company Contracts in the form attached hereto as Exhibit “H”"K." (c) The sum of One Hundred Thirty-One Thousand Four Hundred Dollars ($131,400.00) in immediately available United States funds. (d) Copies of the Articles of Incorporation and By-Laws, and any amendments thereto, for Seller certified by the purposes Registrar of deleting from Purchaser’s title policy Companies. (e) A certificate of the “gap” president or a vice president of Seller, dated as of the Closing, certifying that the Seller has performed and complied with all agreements and conditions required by this Agreement to be performed and complied with by the standard exceptions Seller prior to or at Closing. (f) A report of such title insurance companythe Registrar of Companies, dated not more than five (5) business days prior to the Closing, that Seller is a validly existing corporation and is in good standing. (g) An incumbency certificate for the Seller dated as of the Closing, including exceptions for claims of parties-in-possession and mechanic’s liens arising from work performed at the request of a party other than Purchaser, all as they pertain specimen signatures. (h) Consents to the assignment of all Contracts with the exception of the Canton P.O. (i) A duly executed License Agreement in the form of Exhibit G attached hereto regarding the Intellectual Property. (xij) such A discharge or release of any security interest in favor of Royal Bank, or any other documents reasonably required by Purchaser or secured party, concerning any of the Title Company to consummate the transactions contemplated herein (including a settlement statement);Assets. (xiik) a certified rent roll as Certificates of all patents subject to the Closing Date;License Agreement. (xiiil) the executed original Tenant Estoppel Certificates (of all trademarks subject to the extent not previously delivered to Purchaser);License Agreement. (xivii) a counterpart tenant notice letter in a form prepared by Purchaser;Buyer will deliver to Seller: (xv) All original Leases and Contracts [provided that same may be delivered to Purchaser outside of Escrow]; and (xvi) an assignment of declarant rights (“Declaration Assignment”), pursuant to which the declarant rights under that certain Declaration of Covenants, Conditions, and Restrictions and Reciprocal Easement Agreement for LogistiCenter @ I-8O shall be assigned; and (xviia) A complete set duly executed assignment by TSP to Seller of any keys for the Property [provided that same may be delivered to Purchaser outside of Escrow].a thirty seven percent (37%) membership interest in Buyer; (b) At the Closing, Purchaser shall deliver to the Escrow Agent the following: (i) the Purchase Price (less a credit for the Deposit), subject to adjustments and prorations as set forth in this Agreement; (ii) funds in the amount necessary to make all other Purchaser disbursements and payments required by the closing and disbursement statements executed in connection with Closing; (iii) a counterpart original A certified copy of the General Assignment; (iv) a counterpart original resolutions of the Assignment and Assumption sole member of Leases AgreementBuyer authorizing the assignment by TSP of membership interest to Seller; (v) a counterpart original of the Guaranty Assignment; (vi) a counterpart original of the Escrow Agreement (as described in Section 14(a)(vii) above); (vii) a counterpart tenant notice letter; (viii) the State of Nevada Declaration of Value showing Parcel Numbers 000-000-00 and 000-000-00 (Buildings 1 and 2) at a value of $36,673,000.00 and Parcel Numbers 000-000-00 and 000-000-00 (Buildings 3 and 4) at a value of $35,649,250.00, for a total value of $72,322,250.00; (ix) a counterpart of the Declaration Assignment; and (x) such other documents reasonably required by Seller or the Title Company to consummate the transactions contemplated herein (including a settlement statement). (c) Upon receipt An Operating Agreement for Buyer reasonably satisfactory to counsel for Seller. (d) A consent to the assignment of the documents, items and funds set forth in Subsections (a) and (b) above, the Escrow Agent shall be authorized to, among other things: (i) record the Deeds and the Declaration Assignment in the land records of the applicable county; (ii) deliver each document received hereunder by Escrow Agent to the person acquiring rights under said document or for whose benefit said document was acquired; (iii) deliver an owner’s policy of title insurance or marked commitment therefor to Purchaser; and (iv) deliver to Seller the Purchase Price and make all other disbursements required by the closing and disbursement statements executed in connection with Closing.Canton P.O.

Items to be Delivered at Closing. At the Closing, in addition to any other documents to be delivered under other provisions of this Agreement, the following items shall be delivered, all of such deliveries being deemed to occur simultaneously: (a) At TradeQwest will deliver, or prior will cause to Closingbe delivered, Seller shall deliver to the Escrow Agent Pangaea the following, the form and substance of which shall be reasonably acceptable to Pangaea and its legal counsel: (i) A certificate executed by the DeedsPresident and Secretary of TradeQwest to the effect that the representations and warranties made by TradeQwest in this Agreement are true and correct in all material respects as of the Closing Date, together with the State same effect as though made on and as of Nevada Declaration of Value form setting forth the Purchase Price as the purchase price thereon;such date. (ii) a Xxxx A certificate from the Secretary of Sale with respect to Seller’s personal property (if any) located at the Property in the form attached as Exhibit “D” hereto; Seller’s signage shall be a part State of Delaware dated within 15 days of the personal property sold hereunder but Closing Date to the name LogistiCenter and effect that TradeQwest is a corporation in good standing under the right to such name is specifically excluded. Seller shall remove the name LogistiCenter from all signage within one (1) week following the Closing (and repair any damage caused thereby) (which obligation shall survive the Closing);laws of said State. (iii) a general assignment An opinion of its legal counsel, limited as to any and all contracts that are approved portion of the opinion as to an aspect of this Agreement governed by Purchaser prior the application of Delaware law, to Pangaea to the expiration effect that: (1) TradeQwest is a corporation validly existing and in good standing under the laws of the Inspection Period State of Delaware and assignable warranties is duly qualified to do business in California; (2) TradeQwest has the corporate power to carry on its business as presently conducted; and (3) this Agreement has been duly authorized, executed and permits delivered by TradeQwest. Such opinion shall also cover such additional matters as Pangaea and its counsel may reasonably request. (b) Each TradeQwest Shareholder will deliver to Pangaea certificates representing the TradeQwest Common Stock of such shareholder to be exchanged for Pangaea Shares, along with respect a duly executed stock power transferring such certificates to Pangaea. (c) Pangaea will deliver, or cause to be delivered, to TradeQwest and/or the TradeQwest Shareholders the following, the form and substance of which shall be reasonably acceptable to TradeQwest and its legal counsel: (i) A certificate executed by the President and Secretary of Pangaea, to the Property effect that the representations and warranties of Pangaea made in this Agreement are true and correct in all material respects as of the form attached Closing Date, with the same effect as Exhibit “E” hereto though made on and as of such date. (ii) Certified copies of the “General Assignment”);certificate of incorporation and by-laws of Pangaea, as in effect on the Closing Date. (iii) Certified copies of resolutions of the Pangaea Board of Directors authorizing this Agreement and the transactions contemplated hereby. (iv) an assignment A certificate from the Secretary of general contractor’s guarantee (“Guaranty Assignment”) duly executed by Seller and United Construction Company with respect to those warranties identified by Purchaser prior State of Delaware dated within 15 days of the Closing Date to the expiration effect that Pangaea is a corporation in good standing under the laws of the Inspection Period;said State. (v) An opinion of its legal counsel, limited as to any portion of the opinion as to an affidavit, in the form attached as Exhibit “F” hereto signed by Seller stating under penalty aspect of perjury Seller’s United States taxpayer identification number and that Seller is not a foreign person as defined this Agreement governed by the IRS Codeapplication of Delaware law, Section 1445(F)(3)to TradeQwest to the effect that (1) Pangaea is a corporation validly existing and in good standing under the laws of the State of Delaware; (2) Pangaea has the corporate power to carry on its business as presently conducted; (3) This Agreement and the other documents and instruments delivered by Pangaea hereunder have been duly authorized, executed and delivered by Pangaea and each is a valid and binding obligation of Pangaea, enforceable in accordance with its terms; (4) Pangaea has taken all corporate action necessary for performance under this Agreement; and (5) The shares of Pangaea Common Stock issued to the TradeQwest Shareholders pursuant to this Agreement have been duly authorized and are validly issued, fully paid and non-assessable. Such opinion shall also cover such additional matters as TradeQwest and its counsel may reasonably request. (vi) an Assignment and Assumption Resignations of all of the Leases Agreement officers of Pangaea and of all of its directors other than Xxxxxx Xxxx. (vii) A written consent of Xxxxxx Xxxx, as the sole remaining director of Pangaea, designating Xxxx Xxxxxxxx, Xxxxxx Xxxx and Xxxxxxx Xxxx to fill vacancies on the board of directors of Pangaea. (viii) A release of claims in the form attached hereto as Exhibit “G”; (vii) an Escrow Agreement covering the funds from Seller’s proceeds to be held C, executed by the Title Company in escrow to fund work to be completed by Seller’s general contractor as provided in Exhibit K (the “Escrow Agreement”)PageOne Business Productions, which Escrow Agreement shall specify any additional warranties that will be issued upon the completion of such work. (viii) all original (or copies if originals are not in Seller’s possession or control) to the extent within Seller’s possession or controlLLC, of: (a) certificatesAppletree Investment Company, licenses, permits, authorizations and approvals issued for or with respect to the Property by governmental and quasi-governmental authorities having jurisdiction; (b) copies of all each of the newly issued warranties, if any, for Buildings 3 resigning directors and 4; and (c) all non-proprietary books and records (including any operating manuals for equipment and machinery) located at the Property or at the office officers of the manager of the Property relating to the construction or operation of the Property [provided that same may be delivered to Purchaser outside of Escrow];Pangaea. (ix) a Seller FIRPTA Affidavit;Certificates representing the Pangaea Shares to be issued to the TradeQwest Shareholders in the Exchange. (x) an affidavit Evidence satisfactory to the benefit TradeQwest of the Title Company in the form attached hereto as Exhibit “H”, filing of all 1934 Act Filings due by Pangaea for the purposes of deleting from Purchaser’s title policy the “gap” and the standard exceptions of such title insurance company, including exceptions for claims of parties-in-possession and mechanic’s liens arising from work performed at the request of a party other than Purchaser, all as they pertain periods prior to the Property. (xi) such other documents reasonably required by Purchaser or the Title Company to consummate the transactions contemplated herein (including a settlement statement); (xii) a certified rent roll as of the Closing Date; (xiii) the executed original Tenant Estoppel Certificates (to the extent not previously delivered to Purchaser); (xiv) a counterpart tenant notice letter in a form prepared by Purchaser; (xv) All original Leases and Contracts [provided that same may be delivered to Purchaser outside of Escrow]; and (xvi) an assignment of declarant rights (“Declaration Assignment”), pursuant to which the declarant rights under that certain Declaration of Covenants, Conditions, and Restrictions and Reciprocal Easement Agreement for LogistiCenter @ I-8O shall be assigned; and (xvii) A complete set of any keys for the Property [provided that same may be delivered to Purchaser outside of Escrow]. (b) At the Closing, Purchaser shall deliver to the Escrow Agent the following: (i) the Purchase Price (less a credit for the Deposit), subject to adjustments and prorations as set forth in this Agreement; (ii) funds in the amount necessary to make all other Purchaser disbursements and payments required by the closing and disbursement statements executed in connection with Closing; (iii) a counterpart original of the General Assignment; (iv) a counterpart original of the Assignment and Assumption of Leases Agreement; (v) a counterpart original of the Guaranty Assignment; (vi) a counterpart original of the Escrow Agreement (as described in Section 14(a)(vii) above); (vii) a counterpart tenant notice letter; (viii) the State of Nevada Declaration of Value showing Parcel Numbers 000-000-00 and 000-000-00 (Buildings 1 and 2) at a value of $36,673,000.00 and Parcel Numbers 000-000-00 and 000-000-00 (Buildings 3 and 4) at a value of $35,649,250.00, for a total value of $72,322,250.00; (ix) a counterpart of the Declaration Assignment; and (x) such other documents reasonably required by Seller or the Title Company to consummate the transactions contemplated herein (including a settlement statement). (c) Upon receipt of the documents, items and funds set forth in Subsections (a) and (b) above, the Escrow Agent shall be authorized to, among other things: (i) record the Deeds and the Declaration Assignment in the land records of the applicable county; (ii) deliver each document received hereunder by Escrow Agent to the person acquiring rights under said document or for whose benefit said document was acquired; (iii) deliver an owner’s policy of title insurance or marked commitment therefor to Purchaser; and (iv) deliver to Seller the Purchase Price and make all other disbursements required by the closing and disbursement statements executed in connection with Closing.