THE CONTRACT DOCUMENTS The Contract Documents consist of the State-Contractor Agreement, the Conditions of the Contract (General, Supplementary and other Conditions), the Drawings, the Specifications, and all Addenda issued prior to bid opening and any Change Orders after execution of the Contract.
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.
Referenced Documents 2.3.1 Unless the context shall otherwise specifically require, and subject to Section 21, whenever any provision of this Agreement refers to a technical reference, technical publication, CLEC Practice, SBC-13STATE Practice, any publication of telecommunications industry administrative or technical standards, or any other document specifically incorporated into this Agreement (collectively, a “Referenced Instrument”), it will be deemed to be a reference to the then-current version or edition (including any amendments, supplements, addenda, or successors) of each Referenced Instrument that is in effect, and will include the then-current version or edition (including any amendments, supplements, addenda, or successors) of any other Referenced Instrument incorporated by reference therein.
Contractor’s Documents Any licensing and maintenance agreement, or any order-specific agreement or document, including any pre-installation, linked or “click through” agreement that is allowed by, referenced within or incorporated within the Contract whenever the Contract is used for a State procurement, whether directly by the Contractor or through a Contractor’s agent, subcontractor or reseller, is agreed to only to the extent the terms within any such agreement or document do not conflict with the Contract or applicable Minnesota or Federal law, and only to the extent that the terms do not modify, diminish or derogate the terms of the Contract or create an additional financial obligation to the State. Any such agreement or document must not be construed to deprive the State of its sovereign immunity, or of any legal requirements, prohibitions, protections, exclusions or limitations of liability applicable to this Contract or afforded to the State by Minnesota law. A State employee’s decision to choose “accept” or an equivalent option associated with a “click- through” agreement does not constitute the State’s concurrence or acceptance of terms, if such terms are in conflict with this section.
Contract Documents This Contract consists of these Terms and Conditions and the documents ("Exhibits") listed below in descending order of precedence. A conflict in these documents shall be resolved in the priority listed below with these Terms and Conditions taking precedence over all other documents. The Exhibits to this Contract include the following documents:
