Contracting Parties The Government customer (Licensee) is the “Ordering Activity”, “defined as an entity authorized to order under GSA contracts as set forth in GSA ORDER 4800.2G ADM, as may be revised from time to time. The Licensee cannot be an individual because any implication of individual licensing triggers the requirements for legal review by Federal Employee unions. Conversely, because of competition rules, the contractor must be defined as a single entity even if the contractor is part of a corporate group. The Government cannot contract with the group, or in the alternative with a set of contracting parties.
Responsible Parties For the Project covered by this Agreement, the parties shall be responsible for the following work as stated in the article of the Agreement referenced in the table below:
1 Local Government Utilities Article 8
Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.
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.
Parties This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
Party Representatives For the purposes of this Agreement, the City Representative shall be the City Manager, or such other person designated in writing by the City Manager (the “City Representative”). For the purposes of this Agreement, the Consultant Representative shall be [Name], [Title] (the “Consultant Representative”). The Consultant Representative shall directly manage Consultant’s Services under this Agreement. Consultant shall not change the Consultant Representative without City’s prior written consent.
The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................
