Jointly Executed Documents. Seller and Purchaser shall, on the Closing Date, each execute, acknowledge (as appropriate) and exchange the following documents:
(i) The returns required under the Transfer Tax Laws, if any, and any other tax laws applicable to the transactions contemplated herein;
(ii) An Assignment and Assumption of Contracts that Purchaser elects to assume in the form attached hereto as Exhibit 6, duly executed by Seller and Purchaser;
(iii) If applicable, an Assignment and Assumption Agreement with respect to all CBAs bargaining agreements in the form attached hereto as Exhibit 7 duly executed by Seller and Purchaser;
(iv) Any other affidavit, document or instrument required to be delivered by Seller or Purchaser or reasonably requested by the Title Company (so long as such request does not add additional warranties or covenants to Seller or Purchaser), pursuant to the terms of this Agreement or applicable law in order to effectuate the transfer of title to the Premises; and
(v) The Preliminary Closing Statement.
Jointly Executed Documents. Seller and Purchaser shall, on the Closing Date, each execute (or cause their applicable affiliates to execute), acknowledge (as appropriate) and exchange the following documents:
(i) an omnibus assignment and assumption agreement with respect to the Contracts, the Leases, the Licenses, the Operator Licenses, the Intangible Property, the Residency Agreements, and the books and records which are not considered Excluded Assets in the form of Exhibit F;
(ii) a closing statement acceptable to both Seller and Purchaser;
(iii) Bridging Documents with respect to each Property, if and to the extent the Licensure Approvals have not been obtained;
(iv) any other affidavits, consents, approvals, authority documents, resolutions and other documents or instruments required to be delivered by Seller or Purchaser or reasonably requested by the Title Company (so long as such request does not add additional warranties or covenants to Seller), pursuant to the terms of this Agreement or applicable Law in order to effectuate the transfer of title to the Properties to Purchaser;
(v) Such applicable sales tax or real property transfer tax forms or declarations or similar forms, duly executed by Seller and/or Purchaser, as required by applicable Legal Requirements;
(vi) Such disclosures, forms, returns and reports as are required by applicable state and local law in connection with the conveyance of real property as determined by Seller and Purchaser in good faith;
(vii) an assignment and assumption agreement, in the form attached hereto as Exhibit H, pursuant to which Millbrook Sublessor shall assign all of its right, title and interest in the Millbrook Sublease to WELL Trevi Tenant;
(viii) an assignment and assumption agreement, in the form attached hereto as Exhibit H, pursuant to which RiverVue Sublessor shall assign all of its right, title and interest in the RiverVue Sublease to WELL Trevi Tenant LLC;
(ix) Assignment and Assumption of Lease Documents, in the form attached hereto as Exhibit G, relating to the Lake Pointe Xxxxx Lease and related Lease Documents, including (A) that certain Pledge Agreement dated as of February 1, 2019 by and between Watermark Lake Pointe Xxxxx, LLC, a Delaware limited liability company (successor-in-interest to Fountains Lake Pointe Xxxxx Owner NT-HCI, LLC), as landlord thereunder, and Xxxx X. Xxxxx and Xxxxx Xxxxxx Xxxxx, collectively, as pledgor thereunder, and (B) that certain Amended and Restated Pledge Agreement dated as of February 1, 2...
Jointly Executed Documents. Sellers and Buyer shall, on the Closing Date, each execute, acknowledge (as appropriate), and exchange the following documents:
Jointly Executed Documents. Seller and Purchaser shall, on -------------------------- the Closing Date, each execute, acknowledge (as appropriate) and exchange the following documents:
(i) The returns required under the RET, the RPT and any other tax laws applicable to the transactions contemplated herein;
(ii) An Assignment and Assumption of Leases and Contracts in the form attached hereto as Exhibit 5; ----------
(iii) A General Assignment and Assumption Agreement in the form attached hereto as Exhibit 6; and ----------
(iv) Any other affidavit, document or instrument required to be delivered by Seller or Purchaser pursuant to the terms of this Agreement.
Jointly Executed Documents. Seller and Purchaser shall, on the Closing Date, each execute, acknowledge (as appropriate) and exchange the following documents:
i. Any transfer tax returns for any Transfer/Recordation Taxes required under any laws applicable to the transaction contemplated herein.
ii. A duly executed Xxxx of Sale in the form attached hereto as Ex hibit 18(c)(ii) conveying the Personal Property to Purchaser.
iii. An Assignment and Assumption of Leases in the form attached hereto as Exhibit 18(c)(iii);
Jointly Executed Documents. Seller and Purchaser shall, on the Closing Date, each execute, acknowledge (as appropriate) and exchange the following documents:
(i) Any transfer tax returns required under any tax laws applicable to the transactions contemplated herein;
(ii) An Assignment and Assumption of Leases and Contracts in substantially the form attached hereto as Exhibit 8;
(iii) A General Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit 9;
(iv) The Preliminary Closing Statement; and
(v) Any other affidavit, document or instrument required to be delivered by Seller or Purchaser pursuant to the terms of this Agreement.
Jointly Executed Documents. Seller and Purchaser shall, on the Closing Date, each execute, acknowledge (as appropriate) and exchange the following documents:
(i) The XXXXX;
(ii) An Assignment and Assumption of Leases and Contracts (the “Assignment of Leases and Contracts”) in the form of Exhibit 6 and an Assignment and Novation Agreement in the form of Exhibit 6-1 with respect to each Assumed Contract;
(iii) An Omnibus Assignment and Assumption Agreement (the “Omnibus Assignment and Assumption Agreement”) in the form of Exhibit 7;
(iv) Any other affidavit, document or instrument required to be delivered by Seller or Purchaser or reasonably requested by the Title Company in order to effectuate the transfer of title to the Premises;
(v) If Purchaser elects to assume the Property Management Agreement pursuant to Section 8(b)(xi), the duly executed Property Manager Assumption Documents;
(vi) An assignment and assumption of Seller’s right, title, and interest under the Ground Lease substantially in the form of Exhibit 11 attached hereto and incorporated herein by this reference (“Assignment and Assumption of Ground Lease”); and
(vii) An assignment and assumption of Seller’s right, title, and interest under the Airspace Lease substantially in the form of Exhibit 12 attached hereto and incorporated herein by this reference (“Assignment and Assumption of Airspace Ground Lease”).
Jointly Executed Documents. 17 ARTICLE 8 PRORATIONS.........................................................................................18 Section 8.1 General Apportionment of Income and Expenses..........................................18 Section 8.2
Jointly Executed Documents. On the Closing Date with respect to each Individual Premises, each of the following parties shall execute, acknowledge (as appropriate) and exchange the following documents:
(i) Seller and Purchaser (or appropriate Subsidiary Owners, as applicable) shall execute, acknowledge (as appropriate) and exchange the returns required under the Transfer Tax Laws, if any, and any other tax laws applicable to the transactions contemplated herein.
(ii) Seller and Purchaser (or appropriate Subsidiary Owners, as applicable) shall execute, acknowledge (as appropriate) and exchange an Assignment and Assumption of Leases and Contracts in the form of Exhibit F for such Individual Premises.
(iii) Seller and Purchaser (or appropriate Subsidiary Owners, as applicable) shall execute, acknowledge (as appropriate) and exchange an Assignment Agreement in the form of Exhibit G for such Individual Premises.
(iv) Seller and Purchaser (or appropriate Subsidiary Owners, as applicable) shall execute, acknowledge (as appropriate) and exchange an Assignment and Assumption of Brokerage Agreements in the form of Exhibit H for such Individual Premises.
(v) In the case of the Closing for the 540 Madison Premises, 540 Madison Fee Owner and Purchaser (or appropriate Subsidiary Owner, as the applicable) shall execute, acknowledge (as appropriate) and exchange an Assignment and Assumption of Ground Lease (lessor’s interest) in the form of Exhibit I-1.
(vi) In the case of the Closing for the 540 Madison Premises, 540 Madison Leasehold Owner and Purchaser (or appropriate Subsidiary Owner, as applicable) shall execute, acknowledge (as appropriate) and exchange an Assignment and Assumption of Ground Lease (lessee’s interest) in the form of Exhibit I-2.
(vii) Seller and Purchaser (or appropriate Subsidiary Owners, as applicable) shall execute, acknowledge (as appropriate) and exchange one or more Assignment and Assumptions of Union Contract in the form of Exhibit J for such Individual Premises.
(viii) Seller and Purchaser shall execute, acknowledge (as appropriate) and exchange one or more Post-Closing Escrow Agreements in the form of Exhibit K.
(ix) If applicable pursuant to the provisions of Section 20(d) below, Seller and Purchaser shall execute, acknowledge (as appropriate) and exchange one or more Escrow Agreements in the form of Exhibit K.
Jointly Executed Documents. Seller and Purchaser shall each execute or cause to be executed the following documents and deliver same as indicated:
(1) The documents referred to in subsections 16.A.(2), (3), (7), (11), (12), (14), (19) and subsection 16.B(2).
(2) All documents required to permit the continued sale of alcoholic beverages at the Properties.
(3) An agreement in the form of Exhibit HH annexed hereto (the "Assignment and Assumption Agreement") pursuant to which Seller will assign to Purchaser, and Purchaser will assume from Seller, Seller's rights and obligations under the Service Contracts, the Ground Lease, the Space Leases, the Equipment Leases, the Billboard Leases, the Franchise Agreements, and other liabilities and trade payables, agreed to be assigned and assumed hereunder. -41- C/M: 11752.0002 350869.22
(4) Seller and Purchaser shall, on the Closing Date, elect jointly under subsection 167(l) of the GST Legislation, in the form prescribed for purposes of that subsection, in respect of the sale and transfer of the assets hereunder, and the Purchaser shall file such election with Revenue Canada not later than the day on which it is required to file its return under the GST Legislation for the reporting period which includes the Closing Date. Seller and Publisher shall, on the Closing Date, elect jointly under section 75 of the Quebec Sales Tax Act, in the form prescribed for purposes of that section, in respect of the sale and transfer of the assets hereunder, and Purchaser shall file such election with the Minister of Revenue of Quebec not later than the day on which it is required to file its return under such legislation for the reporting period which includes the Closing Date.
(5) The Seller and the Purchaser shall execute an election pursuant to section 22 of the Income Tax Act (Canada) in respect of the sale of Accounts Receivable contemplated herein pursuant to which they will elect an amount equal to the amount of the Accounts Receivable so transferred less the amount shown as the allowance for doubtful debt in the books and records of the Seller. The Purchaser agrees to file that election with the Minister of National Revenue within the time prescribed for the filing of such election by the Income Tax Act (Canada).
