Proceedings at Closing. On the Closing Date, the Closing shall take place as follows: (a) Real Property Seller shall deliver to Real Property Buyer the following documents and instruments, duly executed by or on behalf of Real Property Seller: (i) a Special Warranty Deed, in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” conveying the Land and the Improvements; (ii) a Xxxx of Sale with general warranty of title, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” conveying the Personalty; (iii) an Assignment, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, transferring and assigning the Warranties, the Permits and the Entitlements (the “General Assignment”); (iv) a Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”; (v) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the form of that attached hereto as Exhibit “G”; (vi) a certificate, in form and substance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; and (vii) the Settlement Statement. (b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control): (i) Evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished; (ii) The originals of the Permits, if any; (iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and (c) Real Property Buyer shall deliver to Real Property Seller the following documents and instruments, duly executed by or on behalf of Buyer: (i) the General Assignment; and (ii) the Settlement Statement (d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with the provisions of this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Ark Restaurants Corp)
Proceedings at Closing. On the Closing Date, the The Closing shall take place as follows:
(a) Real Property The Seller shall deliver cause to Real Property be executed and delivered to Buyer the following documents and instruments(collectively, duly executed by or on behalf of Real Property Seller:“Related Instruments”):
(i) a Special warranty deed (the “Warranty Deed”), in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” 9(a)(i), conveying that portion of the Land and the ImprovementsImprovements identified in the Warranty Deed;
(ii) if Seller is not a Xxxx Foreign Person, a Certificate and Affidavit of Sale with general warranty Non-Foreign Status;
(iii) A settlement statement setting forth the distribution of titlethe Closing Date Payment at the Closing, and the payments of the expenses and prorations of the real property taxes as provided in this Agreement; and
(iv) A lease (the “Lease”), in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” conveying 9(a)(ii), leasing back to Seller, the Personalty;
(iii) an AssignmentLand and Improvements following closing, for the time period specified in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, transferring and assigning the Warranties, the Permits and the Entitlements (the “General Assignment”);
(iv) a Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”;Lease.
(v) a completed 1099-S request for taxpayer identification number and certification, and acknowledgmentSuch other documents or instruments as may be reasonably required by (A) Buyer to consummate the transaction set forth herein or (B) the title company issuing title policies to insure Buyer’s interest in the Property, in the form conformity with paragraph 7(a) of that attached hereto as Exhibit “G”;
(vi) a certificate, in form and substance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; and
(vii) the Settlement StatementAgreement.
(b) Real Property Seller Buyer shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):
(i) Evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items cause to be executed and delivered to Real Property Buyer at Closing, have been accomplished;
(ii) The originals of the Permits, if any;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and
(c) Real Property Buyer shall deliver to Real Property Seller the following documents and instruments, duly executed by or on behalf of BuyerSeller:
(i) counterparts of the General AssignmentRelated Instruments to which Buyer is a party; and
(ii) such other documents or instruments as may be reasonably requested by the Settlement StatementSeller to consummate the transaction contemplated by this Agreement.
(diii) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with the provisions By approval of this Agreement, the Buyer authorizes its Public Works Director to sign all closing documents and any other documents or instruments as required by this paragraph 9, including but not limited to any extension or amendment modifying the date of closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer the following documents and instruments, duly executed by or on behalf of Real Property Seller:
Seller in form and on terms and conditions satisfactory to Buyer: (i) a Special Warranty Deedwarranty deed, in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” D, conveying the Land and the Improvements;
; (ii) a Xxxx xxxx of Sale sale with general warranty of title, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” title conveying the Personalty;
; (iii) an Assignmenta termination of any and all Existing Leases, executed by Seller and the tenant or lessee, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, recordable form; (iv) an assignment transferring and assigning the Warranties, the Permits Service Agreements and the Entitlements Permits; (the “General Assignment”);
(ivv) a Certificate seller’s affidavit with respect to the Property sufficient to cause Buyer’s title insurance policy to be issued without exception for mechanics’ or materialmen’s liens or parties in possession, or liens other than the Permitted Exceptions; (vi) if Seller is not a Foreign Person, a certificate and Affidavit affidavit of Nonnon-Foreign Statusforeign status; (vii) [Add: State Withholding Documents, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”;
if applicable]; (vviii) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the form of that attached hereto as Exhibit “G”;
; (viix) a certificate, in form and substance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; and
and (viix) a quitclaim deed conveying all of Seller’s right, title and interest in and to the Settlement StatementProperty either, at Buyer’s option, in accordance with the legal description of the Land set forth on Exhibit A attached hereto, or in accordance with the legal description prepared from the survey of the Land to be obtained pursuant to this Agreement.
(b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):Buyer:
(i) Evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished;
(ii) The originals of the Permits, if anyin Seller’s possession or control;
(iiiii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and
(iii) To the extent the same are in the possession of Seller on the date of Seller’s execution of this Agreement, or reasonably can be obtained by Seller prior to Closing, all prior surveys of the Land or any portion thereof and all plans and specifications for any of the Improvements.
(c) Real Property Buyer shall deliver to Real Property Seller the following documents and instruments, duly executed by or on behalf of Buyer:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with the provisions of this Agreement.
Appears in 1 contract
Samples: Share Purchase Agreement (United Community Banks Inc)
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer the Escrow Agent the following documents and instruments, duly executed by or on behalf of Real Property Seller:
: (i) a Special Warranty Deed, limited warranty deed in recordable form, a form typically used in the form of, State in which the Property is located and on reasonably acceptable to Buyer and Seller ("Deed") conveying the terms and conditions Property utilizing the legal description set forth inon Exhibit A hereto, that attached hereto as Exhibit “C,” conveying subject to the Land ECR and the Improvements;
all matters of record; (ii) a Xxxx certificate and affidavit of Sale with general warranty of title, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” conveying the Personalty;
non-foreign status; (iii) an Assignment, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, transferring and assigning the Warranties, the Permits and the Entitlements (the “General Assignment”);
(iv) a Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”;
(v) a completed 1099-S request for taxpayer identification number and certification, certification and acknowledgment, ; (iv) a title affidavit reasonably required by Escrow Agent that will enable Buyer to obtain the Title Policy free of any exception for either mechanics' or materialmen's liens or parties in possession and which will induce the form of that attached hereto as Exhibit “G”;
Escrow Agent to "insure the gap"; (v) a settlement statement with respect to the Closing duly executed by Seller; (vi) a certificate, in form and substance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; and
(vii) the Settlement Statement.
(b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):
(i) Evidence evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, perform in accordance with the terms hereof, and the execution execute and delivery by Real Property Seller deliver of all documents and other items Closing Documents to be executed and delivered by Seller at Closing, and (vii) such other documents or instruments as are reasonably required by Buyer in order to Real consummate the transactions contemplated by this Agreement.
(b) Seller shall deliver possession of the Property to Buyer at Closing, have been accomplished;
(ii) The originals of the Permits, if any;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and.
(c) Real Property Buyer shall deliver to Real Property Seller or the following documents and instrumentsEscrow Agent, duly executed by or on behalf at the option of Buyer:
Seller, the following: (i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with the provisions of this Agreement; (ii) a settlement statement with respect to the Closing duly executed by Buyer; and (iii) such other Closing Documents as may be reasonably necessary to consummate the transactions with Seller under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Mountain Bancshares Inc)
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer Escrow Agent the following documents and instruments, duly executed by or on behalf of Real Property Seller:
(i) a Special Statutory Warranty Deed, in recordable form, in substantially the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” ”, conveying the Land and the ImprovementsImprovements to Buyer (the “Deed”);
(ii) a Xxxx Bill of Sale with general warranty of titleSale, in substantially the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” ”, conveying Seller’s interest in the Personalty;
(iii) an Assignment, in substantially the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, transferring whereby Seller transfers and assigning assigns to Buyer all of Seller’s right, title and interest in, to and under any permits, warranties, or other intangible property related to the Warrantiesownership and operation of the Property, and whereby Buyer assumes and agrees to perform the Permits duties and obligations of the Entitlements owner of the Property arising from and after the Closing Date (the “General Assignment”which assignment shall be accepted and executed by Xxxxx);
(iv) a Seller’s Affidavit, in the form of, and on the terms and conditions reasonably required by Title Company to delete the pre-printed standard exceptions (other than the mineral rights exception) from the owner’s policy of title insurance being issued to Buyer with respect to the Property;
(v) a Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”;
(vvi) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the form of that attached hereto as Exhibit “G”;
(vi) a certificate, in form and substance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; and
(vii) the Settlement StatementNew ECR, in substantially the form set forth in the attached Exhibit “G”, and the ECR Amendment.
(b) Real Property Seller shall deliver to Real Property Buyer Escrow Agent the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):Buyer:
(i) Evidence in form and substance reasonably satisfactory to Real Property Buyer Title Company that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished;; and
(ii) The If and to the extent in Seller’s possession, (A) the originals of warranties and guaranties with respect to the PermitsProperty and certificates, if any;
licenses, permits, authorizations, consents and approvals of any governmental authority previously issued in connection with the Property; and (iiiB) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports records and other information and data correspondence pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and.
(c) Real Property Buyer shall deliver to Real Property Seller the following documents and instruments, duly executed by or on behalf of Buyer:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder cash portion of the Purchase Price together with to Escrow Agent in escrow. Buyer shall further deliver the Asset Purchase Pricefollowing items to Escrow Agent in escrow: the original executed Note, after crediting the Xxxxxxx Money Mortgage, and making the adjustments and prorations provided for in this Agreement and the Asset Escrow Agreement, and any other documents or information reasonably required by the Title Company to Real Property issue a policy of title insurance to Seller for the Mortgage. Buyer shall further deliver in accordance with escrow counterpart signatures to the provisions of this Agreementdocuments listed in paragraph 10(a), to the extent applicable.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(aA) Real Property Seller shall deliver to Real Property Buyer the following documents and instruments, duly executed by or on behalf of Real Property Seller:
(iI) a Special Warranty Deedlimited or special warranty deed, in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” conveying the Land and Property, subject to the ImprovementsPermitted Exceptions;
(iiII) a Xxxx an Assignment of Sale with general warranty Tenant Leases, whereby Seller transfers and assigns to Buyer all of titleSeller's right, in the form of, title and on the terms and conditions set forth interest as "landlord" or "lessor" in, that attached hereto as Exhibit “D,” conveying to and under the PersonaltyBPD Lease and Buyer assumes and agrees to perform the duties and obligations of the "landlord" or "lessor" under the BPD Lease arising from and after the Closing Date;
(III) a letter notifying the BPD Tenant under the BPD Lease of the sale of the Property, and the assignment of the BPD Lease, to Buyer;
(IV) an Assignment of all of Seller's right, title and interest in, to and under the following (collectively, the "ASSIGNED CONTRACTS"): (i) any Service Agreements; (ii) all contracts, warranties and guaranties relating to the construction of the Improvements; (iii) an Assignmentthe contracts or agreements with (a) Seller's construction manager, but only with respect to rights and remedies of enforcement with respect to the construction and installation of the Improvements, and (b) Seller's Architect and Seller's general contractor relating to the Improvements; each assignment of any contract to be assumed by Buyer shall provide that (A) Seller shall assume and be, and shall remain, responsible for all obligations of the owner of the Property required to be performed thereunder prior to the Closing Date not theretofore performed, (B) Buyer shall assume and be responsible for all other obligations of the owner of the Property, and (C) each of Buyer and Seller shall indemnify, defend and forever hold the other harmless from, against and in respect of any and all liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees and disbursements) suffered, incurred or sustained by the indemnified party as a result of or by reason of the nonperformance or nonsatisfaction of any obligation that has been assumed by and is the responsibility of the indemnifying party in accordance with clauses (A) or (B) of this sentence; and (iv) the Parking Easement Agreement, subject to the rights of Seller with respect thereto to be set forth in the form of, and on the terms and conditions set forth in, that attached hereto Ground Lease (as Exhibit “E”, transferring and assigning the Warranties, the Permits and the Entitlements (the “General Assignment”hereinafter defined);
(ivV) a Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”;
(vVI) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the form of that attached hereto as Exhibit “G”;
(viVII) a certificate, in form and substance satisfactory to counsel for if requested by Buyer, a quitclaim deed conveying all of Seller's right, title and interest in and to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; and
(vii) the Settlement Statement.
(b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):
(i) Evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished;
(ii) The originals of the Permits, if any;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and
(c) Real Property Buyer shall deliver to Real Property Seller the following documents and instruments, duly executed by or on behalf of Buyer:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller Land in accordance with the provisions of legal description prepared from the Survey;
(VIII) if not previously executed, a Purchase and Sale Agreement (Phase 2) (the "PHASE 2 PURCHASE AGREEMENT") with respect to the improvements to be constructed as "Phase 2" under the BPD Lease in the event the BPD Tenant exercises its "Phase 2" expansion option under the BPD Lease, which Purchase Agreement shall be substantially in the form of, and on the terms and conditions set forth in, this Agreement., except that the purchase price thereunder will be equal to the net operating income with respect to such "Phase 2" improvements during the first full twelve (12) months after commencement of the payment of annual rent for such "Phase 2" improvements divided by a capitalization rate equal to 8.75%. As used herein, "net operating income" means the annual rent payable with respect to such "Phase 2" improvements (as set forth in page 7 of the Rider to the BPD Lease) less the amounts described in lines 27 and 33 of the "Phase 2" Form 1217 with respect to the BPD Lease (i.e., Lessor's Annual Cost Statement). By way of illustration only, if such annual rent were in the amount of $1,202,205.95 and the amounts so described in said lines 27 and 33 were $87,433.00 and $189,611.00, respectively, then the purchase price under the Phase 2 Purchase Agreement would be $10,573,279.00. The Phase 2 Purchase Agreement shall also provide, among other things, that it shall be conditioned on the BPD Tenant exercising such expansion option on or before the final date on which such option may be exercised under the BPD Lease, as the same may be hereafter modified or amended;
Appears in 1 contract
Samples: Purchase and Sale Agreement (Government Properties Trust Inc)
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer Escrow Agent the following documents and instruments, duly executed by or on behalf of Real Property Seller:
(i) a Special Statutory Warranty Deed, in recordable form, in substantially the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” ”, conveying the Land and the ImprovementsImprovements to Buyer (the “Deed”), provided that if portions of the Land are owned by different Sellers, Seller shall have the right to convey the Land and Improvements by two (2) separate deeds in the form attached hereto as Exhibit “C”, and allocate the purchase price between the deeds accordingly;
(ii) a Xxxx Bill of Sale with general warranty of titleSale, in substantially the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” ”, conveying Seller’s interest in the Personalty;
(iii) an Assignment, in substantially the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, transferring whereby Seller transfers and assigning assigns to Buyer all of Seller’s right, title and interest in, to and under any permits, warranties, or other intangible property related to the Warrantiesownership and operation of the Property, and whereby Buyer assumes and agrees to perform the Permits duties and obligations of the Entitlements owner of the Property arising from and after the Closing Date (the “General Assignment”which assignment shall be accepted and executed by Xxxxx);
(iv) a Seller’s Affidavit, in the form of, and on the terms and conditions reasonably required by Title Company to delete the pre-printed standard exceptions (other than the mineral rights exception) from the owner’s policy of title insurance being issued to Buyer with respect to the Property;
(v) a Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”;
(vvi) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the form of that attached hereto as Exhibit “G”;
(vi) a certificate, in form and substance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; and
(vii) the Settlement StatementEasements, Covenants and Restrictions Agreement, in substantially the form set forth in the attached Exhibit “G”.
(b) Real Property Seller shall deliver to Real Property Buyer Escrow Agent the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):Buyer:
(i) Evidence in form and substance reasonably satisfactory to Real Property Buyer Title Company that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished;; and
(ii) The If and to the extent in Seller’s possession, (A) the originals of warranties and guaranties with respect to the PermitsProperty and certificates, if any;
licenses, permits, authorizations, consents and approvals of any governmental authority previously issued in connection with the Property; and (iiiB) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports records and other information and data correspondence pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and.
(c) Real Property Buyer shall deliver pay the Purchase Price to Real Property Seller the following documents and instruments, duly executed by or on behalf of Buyer:
(i) the General Assignment; and
(ii) the Settlement StatementEscrow Agent in escrow.
(d) Real Property Upon Escrow Agent’s receipt of all items required by this paragraph 9 and satisfaction of all other conditions to Closing set forth herein, Seller and Buyer shall pay authorize and direct Escrow Agent to (i) record the remainder Plat, the Deed and the Easements, Covenants and Restrictions Agreement in the Office of the Judge of Probate in Madison County, Alabama, (ii) disburse the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with a closing statement approved by Buyer and Seller setting forth the provisions of prorations and adjustments required by this Agreement, and (iii) deliver originals of the items listed in paragraph 9(a), and (b) to Buyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer Escrow Agent the following documents and instruments, duly executed by or on behalf of Real Property Seller:
: (i) a Special Warranty Deed, in recordable form, Deed in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” F and incorporated herein by this reference conveying the Land and the Improvements;
Improvements utilizing the legal description set forth on Exhibit A hereto; (ii) a Xxxx of Sale with general warranty of title, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” G and incorporated herein by this reference conveying the Personalty;
; (iii) an Assignment, Assignment and Assumption of Tenant Leases in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, H and incorporated herein by this reference transferring and assigning the Leases; (iv) an Assignment and Assumption of Service Agreements, Warranties, Permits and Trade Name in the form attached hereto as Exhibit I and incorporated herein by this reference transferring and assigning the Service Agreements (other than the Rejected Agreements), the Warranties, the Permits and the Entitlements Trade Name; (the “General Assignment”);
(ivv) a Certificate certificate and affidavit of non-foreign status; (vi) a Title Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”;
J and incorporated herein by this reference; (vvii) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, settlement statement with respect to the Closing duly executed by Seller; (viii) a Quitclaim Deed in the form of that attached hereto as Exhibit “G”;
K and incorporated herein by this reference utilizing the legal description set forth on the Survey if requested by Buyer; and (viix) a certificate, such other documents or instruments as are reasonably required by Buyer or the Escrow Agent in form and substance satisfactory order to counsel for Buyer, to consummate the effect that the representations and warranties of Real Property Seller in transactions contemplated by this Agreement are true and correct on and as of the Closing Date; and
(vii) the Settlement StatementAgreement.
(b) Real Property Seller shall deliver to Real Property Buyer Escrow Agent the following itemsfollowing, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer Buyer:
(and only to the extent same are in Real Property Seller’s actual possession and/or control):
i) (i) Evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items Closing Documents to be executed and delivered to Real Property Buyer at Closing, have been accomplished;
(ii) The originals of the Permits, if any;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and
(c) Real Property Buyer shall deliver to Real Property Seller the following documents and instruments, duly executed by or on behalf of Buyer:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with the provisions of this Agreement.
Appears in 1 contract
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer the following documents and instruments, duly executed by or on behalf of Real Property Seller:
: (i) a Special Warranty Deedlimited warranty deed, in recordable form, in the form of, acceptable to Buyer and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” Seller conveying the Land and the Improvements;
Improvements utilizing the legal description set forth on Exhibit "A" hereto; (ii) a Xxxx bill of Sale with general warranty of title, sale in the form of, xxxxptable to Buyer and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” Seller conveying the Personalty;
; (iii) an Assignmentassignment of tenant leases in recordable form acceptable to Buyer and Seller transferring and assigning the Existing Leases and the New Leases and containing Buyer's assumption thereof; (iv) an assignment, in the a form ofacceptable to Buyer and Seller of all security deposits held by Seller, together with a mutual indemnification between Seller and on the terms Buyer with respect to any shortages thereof which may be claimed by any tenant or other third party; (v) an assignment, in form acceptable to Buyer and conditions set forth in, that attached hereto as Exhibit “E”Seller, transferring and assigning the WarrantiesService Agreements, the Permits and the Entitlements Tradename and containing Buyer's assumption thereof; (the “General Assignment”);
(ivvi) a Certificate certificate and Affidavit affidavit of Nonnon-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”;
foreign status; (vvii) a completed 1099-S request for taxpayer identification number and certificationcertification and acknowledgement; (viii) an affidavit reasonably required by Buyer's title insurer which will enable Buyer to obtain title insurance coverage free of any exception for either mechanic's or materialmen's liens, or parties in possession (other than tenants, as tenants only, under unrecorded leases), and acknowledgment, which will induce such title insurer to "insure the gap;" and (ix) such other documents or instruments as are reasonably required by Buyer in order to consummate the form of that attached hereto as Exhibit “G”;
(vi) a certificate, in form and substance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Real Property Seller in transactions contemplated by this Agreement are true and correct on and as of the Closing Date; and
(vii) the Settlement Statementagreement.
(b) Real Property Seller shall deliver to Real Property Buyer the following itemsfollowing, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):Buyer:
(i) Evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s 's duties and obligations under this Agreementagreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished;
(ii) The executed originals of the PermitsExisting Leases, if anythe New Leases and the Service Agreements, which shall be delivered on site at the Project;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent the Permits to the continued useextent the same are in possession of Seller or reasonably can be obtained by Seller prior to Closing without cost or expense, occupancy and operation which shall be delivered on site at the Project;
(iv) To the extent the same are in the possession of Seller on the date of Seller's execution of this agreement, or reasonably can be obtained by Seller prior to Closing without cost or expense, all prior surveys of the PropertyLand or any portion thereof and all plans and specifications for any of the Improvements;
(v) An updated schedule of leases furnishing all the information set forth on Exhibit "C" hereto with respect to the Existing Leases and the New Leases, including, without limitation, all records, information which shall be certified by Seller to its best knowledge as an exhibit to the assignment of tenant leases executed and data relevant delivered by Seller to income and operating expenses for the PropertyBuyer at Closing; and
(cvi) Real Property A letter prepared by Buyer shall deliver (if delivered to Real Property Seller at, or before, the following documents Closing Date) directed to all "lessees" or "tenants" under the Existing Leases and instrumentsthe New Leases, duly executed by notifying such "lessees" or on behalf of Buyer:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder "tenants" of the Purchase Price together with transfer of ownership of the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement Property and the Asset Agreementassignment to Buyer of the Existing Leases and the New Leases, and directing such "lessees" or "tenants" to Real Property Seller in accordance with make rental payments and all other payments required under the provisions Existing Leases and the New Leases to Buyer as of this Agreementthe Closing Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (National Property Investors Ii)
Proceedings at Closing. On the Closing Date, the Closing shall take place as set forth in this Agreement and as follows:
(a) Real Property Seller shall deliver to Real Property Buyer Title Company the following documents and instruments, duly all properly executed by or on behalf of Real Property Seller:and in form and substance acceptable to Buyer and Title Company (collectively, the “Closing Documents”):
(i) a Special Warranty Deed, special warranty deed in recordable formform conveying fee simple title to the Property, in free and clear of all liens, encumbrances, easements and restrictions of every nature and description, except for the form of, and on Permitted Exceptions (the terms and conditions set forth in, that attached hereto as Exhibit “C,” conveying the Land and the ImprovementsDeed”);
(ii) a Xxxx to the extent the legal description of Sale with general warranty of title, in the form of, and Land identified on the terms Survey differs from the record legal description of the Property, a quitclaim deed in recordable form containing the legal description of the Land identified on the Survey and conditions set forth in, that attached hereto as Exhibit “D,” conveying title to the PersonaltyProperty without warranty;
(iii) an Assignment, in the form of, assignment and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, assumption of Leases transferring and assigning the WarrantiesLeases, the Permits Intangibles (including the Service Contracts) and the Entitlements Personal Property (the “Bill of Sale and General Assignment”), which will include as an exhibit a certified rent roll dated no more than three (3) business days prior to the Closing Date;
(iv) an affidavit meeting the requirements of Section 1445 of the Internal Revenue Code, executed and sworn to by Xxxxxx, confirming that Seller is not a Certificate and Affidavit foreign corporation, foreign partnership, foreign trust, or foreign estate, or non-resident alien for purposes of Non-Foreign StatusUS income taxation, in pursuant to Section 1445 of the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”Internal Revenue Code;
(v) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the form of that attached hereto as Exhibit “G”;
(vi) a certificate, in form and substance satisfactory to counsel for Buyer, certificate to the effect that the Seller’s representations and warranties of Real Property Seller in this Agreement are true and correct in all material respects on and as of the Closing Date;
(vii) an Owner’s Affidavit in form reasonably acceptable to the Title Company and sufficient for the Title Company to delete any exceptions for (a) liens arising from work at the Property which is the responsibility of Seller hereunder and (b) parties in possession (except tenants pursuant to the Leases);
(viii) a closing statement approved by Xxxxx and Seller setting forth the amounts paid by or on behalf of and credited to each of Buyer and Seller pursuant to this Agreement (the “Closing Statement”);
(ix) documentation to establish to Title Company’s reasonable satisfaction the due authorization of Seller’s execution of this Agreement and all Seller documents contemplated by this Agreement;
(x) a broker xxxx xxxxxx executed by Xxxxxx in form sufficient to delete any exception relating to such liens in the Title Policy;
(xi) a letter addressed to tenants notifying them of the sale of the Property and directing that rents and other payments thereafter be sent to Buyer or as Buyer may direct;
(xii) the executed originals of the Leases and the Service Contracts; provided, however, if any executed originals are not available, copies of the Leases and the Service Contracts shall be delivered by Seller to Buyer;
(xiii) any and all Estoppels and XXXXx executed and delivered to Seller by the tenants under the Leases;
(xiv) to the extent any declaration of restrictions, easements and agreements (“REA”) requires a specific written assignment and/or assumption agreement with respect to such REA, an executed assignment and/or assumption agreement with respect to such REA in the form required by the REA;
(xv) the Reciprocal Easement Agreement;
(xvi) a Gap Indemnity Agreement in form required and approved by the Title Company executed and delivered by Seller to the Title Company; and
(viixvii) such other documents which may be required by the Settlement StatementTitle Company or reasonably necessary to transfer the Property to the Buyer and close the transactions described herein pursuant to the terms and conditions of this Agreement.
(b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):
(i) Evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished;
(ii) The originals of the Permits, if any;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and
(c) Real Property Buyer shall deliver to Real Property Seller the following documents and instruments, duly executed by or on behalf of Buyerfollowing:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and Closing Statement, paid in the Asset Agreement, to Real Property Seller manner described in accordance with the provisions Section 2 of this Agreement.;
Appears in 1 contract
Samples: Purchase and Sale Agreement (Medalist Diversified REIT, Inc.)
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer the following documents and instruments, duly executed by or on behalf of Real Property Seller:
(i) a Special Warranty Deedan Assignment and Assumption of Lease Agreement and Option Rights, in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,E” conveying (the “Development Authority Lease Assignment”), whereby Seller transfers and assigns to Buyer all of Seller’s right, title and interest in and to the Leasehold Estate, and whereby Buyer assumes and agrees to perform the duties and obligations of the “Lessee” under the Development Authority Lease arising from and after the Closing Date (which assignment and assumption agreement shall be accepted and executed by Buyer). The legal description set forth in the Development Authority Lease Assignment shall be as set forth on Exhibit “A”. If the legal description of the Land set forth in the Seller-Provided Survey shall differ from the legal description set forth on Exhibit “A”, Seller shall, in addition to the Development Authority Lease Assignment, deliver a Quitclaim Deed quitclaiming to Buyer all of Seller’s right, title, and interest, if any, in and to the ImprovementsLand, as so described by the legal description based upon such Seller-Provided Survey;
(ii) a Xxxx of Sale with general warranty of titleSale, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” F”, conveying Seller’s interest in the Personalty;
(iii) an AssignmentAssignment and Assumption of Tenant Leases, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “EG”, transferring whereby Seller transfers and assigning assigns to Buyer all of Seller’s right, title and interest as “landlord” or “lessor” in, to and under the Warranties, the Permits Existing Leases and the Entitlements (New Leases, and whereby Buyer assumes and agrees to perform the duties and obligations of the “General Assignment”landlord” or “lessor” under the Existing Leases and the New Leases (including, without limitation, commission obligations) arising from and after the Closing Date (which assignment and assumption agreement shall be accepted and executed by Buyer);
(iv) an Assignment and Assumption of Service Agreements, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “H”, whereby Seller transfers and assigns to Buyer all of Seller’s right, title and interest in, to and under the Service Agreements, and whereby Buyer assumes and agrees to perform the duties and obligations of the owner of the Project under the Service Agreements arising from and after the Closing Date (which assignment and assumption agreement shall be accepted and executed by Buyer);
(v) a Seller’s Affidavit, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “I”, with respect to the Property;
(vi) a Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “FJ”;
(vvii) a Certificate and Affidavit as to whether (A) Seller is a resident of the State of Georgia (as defined in O.C.G.A. § 48-7-128(a), or (B) Seller is deemed to be a resident of the State of Georgia pursuant to O.C.G.A. § 48-7-128, or (C) the sale of the Property by Seller is otherwise exempt from the withholding requirements of O.C.G.A. § 48-7-128, in the form of, and on the terms and conditions set forth in that attached hereto as Exhibit “K”;
(viii) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the form of that attached hereto as Exhibit “GL”;
(viix) a certificateBond Transfer Agreement whereby Seller transfers and assigns to Buyer all of Seller’s right, title and interest in, to and under the Bond, and whereby Buyer assumes and agrees to perform the duties and obligations of the owner or holder of the Bond arising from and after the Closing Date (which assignment and assumption agreement shall be accepted and executed by Buyer); Seller and Buyer shall use reasonable good faith efforts to agree, in writing, upon the form and substance satisfactory to counsel for Buyer, of the Bond Transfer Agreement prior to the effect Due Diligence Date; in the event the parties do not so timely agree, then, unless Buyer shall terminate this Agreement pursuant to paragraph 5(b), above, Seller and Buyer shall be deemed to have agreed upon the form of Bond Transfer Agreement then most recently delivered by Seller to Buyer;
(x) an Undeveloped Property Agreement whereby Seller will agree that if Seller acquires the parcel of land northerly of and adjacent to the Land, constructs and develops an office building thereon, and intends to sell same, then Buyer will have a right of offer thereon for a period not exceeding ten (10) days after Seller notifies Buyer of such intent to sell, pursuant and subject to the terms and provisions of such Undeveloped Property Agreement hereafter agreed upon by the parties; Seller and Buyer shall use reasonable good faith efforts to agree, in writing, upon the form of the Undeveloped Property Agreement prior to the Due Diligence Date; in the event the parties do not so timely agree, then, unless Buyer shall terminate this Agreement pursuant to paragraph 5(b), above, Seller and Buyer shall be deemed to have agreed upon the form of Undeveloped Property Agreement then most recently delivered by Seller to Buyer;
(xi) the Accounting Letter, in the form attached hereto as Exhibit “M”;
(xii) a certificate executed by a duly authorized representative of Seller affirming that all representations and warranties on the part of Real Property Seller contained in this Agreement are remain true and correct on and as of the Closing Datein all material respects; and
(viixiii) the Settlement StatementProperty Management and Leasing Agreement (which agreement shall be accepted and executed by Buyer).
(b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):Buyer:
(i) Evidence in form and substance reasonably satisfactory to Real Property Buyer Buyer’s title insurer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished;
(ii) The (A) the executed originals of the PermitsExisting Leases, if any;
the New Leases and the Service Agreements, (iiiB) The to the extent in Seller’s possession, the originals or copies of warranties and guaranties with respect to the Project and certificates, licenses, permits, authorizations, consents and approvals of any governmental authority previously issued in connection with the Project, and (or certified C) copies if originals are not available) of all books, records, correspondence, memoranda, reports records and other information and data correspondence in Seller’s possession that are pertinent to the continued use, occupancy and operation of the PropertyProject;
(iii) The Xxxx & Land Protected Tenant List (as defined in paragraph 20, including, without limitation, all records, information and data relevant to income and operating expenses for the Propertybelow); and
(iv) a true and correct copy of the Development Authority Lease, and the Inducement Resolution related thereto, as certified to by Seller.
(c) Real Property Buyer Seller shall execute and deliver to Real Buyer a letter notifying all tenants of the Project of the sale of the Property Seller the following documents and instruments, duly executed by or on behalf of to Buyer:
(i) the General Assignment; and
(ii) the Settlement Statement.
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with the provisions of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Investment Trust Ii Inc)
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer or Escrow Agent, as applicable, the following documents and instruments, duly executed by or on behalf of Real Property Seller:
(i) a Special Limited Warranty Deed (the “Deed”), in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” K”, conveying the Land and the Improvements;Improvements subject only to the Permitted Exceptions.
(ii) a Xxxx of Sale with general warranty of titleif applicable, an Assignment (the “Assignment”) in the form of, and on the terms and conditions set forth in, that and attached hereto as as, Exhibit “D,” conveying L”, whereby Seller transfers and assigns to Buyer all of Seller’s right, title and interest in, to and under the PersonaltyLeases and Contracts, and whereby Buyer assumes and agrees to perform the duties and obligations of Seller under the Contracts and Leases arising from and after the Closing Date (which assignment shall be accepted and executed by Buyer);
(iii) an Assignment, a Seller’s Affidavit in the form of, and on the terms and conditions set forth in, that and attached hereto as as, Exhibit “EM”, transferring and assigning the Warranties, the Permits and the Entitlements (the “General Assignment”);
(iv) a Certificate and Affidavit of Non-Foreign Status, Status in the form of, and on the terms and conditions set forth in, that and attached hereto as as, Exhibit “FN”;
(v) a certificate, dated as of the Closing Date, executed on behalf of Seller, stating that the Seller’s Representations contained in Section 17(a) hereof are true and correct in all material respects as of the Closing Date in the form of, and on the terms and conditions set forth in, and attached hereto as, Exhibit “O”;
(vi) a notice signed by Seller to all tenants in the form of Exhibit “P” (the “Notice to Tenants”) (as updated by Buyer to include all missing information) to be delivered by Buyer to such tenants after Closing;
(vii) Seller’s counterpart to the Post-Closing Escrow Agreement;
(viii) a Certificate and Affidavit as to whether (A) Seller is a resident of the State of Georgia (as defined in O.C.G.A. § 48-7-128(a)), or (B) Seller is deemed to be a resident of the State of Georgia pursuant to O.C.G.A. § 48-7-128, or (C) the sale of the Property by Seller is otherwise exempt from the withholding requirements of O.C.G.A. § 48-7-128, in a form reasonably acceptable to Escrow Agent;
(ix) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the a form of that attached hereto as Exhibit “G”reasonably acceptable to Escrow Agent;
(vix) a certificate, in form Seller’s counterpart to the settlement statement reflecting the prorations and substance satisfactory to counsel for adjustments required hereunder approved by Seller and Buyer (the “Settlement Statement”);
(xi) if requested by Buyer, a quitclaim deed conveying all of Seller’s right, title and interest in and to the effect that Property in accordance with the representations legal description prepared from the Survey in a form reasonably acceptable to Seller (the “Quit Claim Deed”; the Deed, the Assignment and warranties of Real Property Seller in this Agreement the Quit Claim Deed (if any) are true and correct on and as of collectively referred to herein as, the “Closing Date; andDocuments”);
(viixii) the Settlement Statement.
(b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):
(i) Evidence required by Escrow Agent, evidence in form and substance reasonably satisfactory to Real Property Buyer Escrow Agent that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished;
(iixiii) The originals of the Permits, if any;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent transfer documentation to the continued use, occupancy and operation of the Propertyextent required by Escrow Agent, including, without limitation, all recordscity, information state and data relevant to income local transfer tax forms, broker lien waivers and operating expenses change of ownership documentation;
(xiv) copies of the final, stamped set of the Construction Plans for the PropertyProject;
(xv) drafts of any stormwater maintenance bonds that are required in connection with construction of the Project, which have been approved by the applicable municipal authorities; and
(cxvi) Real Property if and to the extent in Seller’s possession and not previously delivered to Buyer: (A) the Leases (if any) and Tenant Estoppels relating thereto, (B) the Plans and Specifications (including any certificates, licenses, permits, authorizations, consents and approvals of any governmental authority previously issued in connection with the Property), and (C) all keys and access cards to, and combinations to locks and other security devices located at, the Property, if applicable. To the extent not already delivered and/or assigned, as applicable, to Buyer at or prior to Closing as part of the Close-Out Materials, (i) copies of all written operating manuals and user guides for the Improvements in the possession or control of Seller, (ii) all warranties required by the Plans and Specifications and/or any construction agreement with respect to the Project, including, without limitation, any warranties issued to Seller with respect to any roof, HVAC or other piece of capital equipment having a value of more than $100,000.00, and (iii) all warranties respecting the manufacture, construction, installation, use, operation or condition of any portion of the Improvements will be assigned by Seller to Buyer following Final Completion and as a condition precedent for the release of the Escrow Funds. Notwithstanding anything to the contrary herein, Buyer may, in its sole discretion, elect for any or all of the foregoing items to be delivered or assigned, as applicable, at any time following the Closing Date in connection with the completion of the Punch List Item. With respect to the warranties described above, at all times following the Closing Date and until each applicable warranty has been assigned to Buyer pursuant to the terms hereof, to the extent that Buyer has made such election with respect to such warranty, Seller hereby agrees, at all times prior to delivering the Punch List Close-Out Items to Buyer, to enforce the terms of such warranty against the applicable third-party at the direction of Buyer and to take any and all actions on behalf of Buyer as reasonably requested by Buyer at Buyer’s sole cost and expense, including, without limitation, (1) notifying any responsible third party of any nonconforming work, (2) demanding that the responsible third party correct any nonconforming work, and (3) if any such third party breaches its obligation to correct any nonconforming work, pursuing any and all claims against such third party for reimbursement of Buyer’s costs related thereto. The provisions of this paragraph shall survive Closing until the release of the Escrow Funds in accordance with the terms of the Post-Closing Escrow Agreement.
(b) Buyer shall deliver to Real Property Seller the following documents and instrumentsor Escrow Agent, duly executed by or on behalf of Buyeras applicable:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided (to Escrow Agent for in this Agreement and the Asset Agreement, disbursement to Real Property Seller Seller) in accordance with the provisions of this Agreement;
(ii) if applicable, a counterpart to the Assignment;
(iii) intentionally omitted;
(iv) Buyer’s counterpart to the Settlement Statement;
(v) Buyer’s counterpart to the Post-Closing Escrow Agreement; and
(vi) evidence in form and substance reasonably satisfactory to Escrow Agent that Buyer has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Buyer, the performance by Buyer of all of Buyer’s duties and obligations under this Agreement, and the execution and delivery by Buyer of all documents and other items to be executed and delivered to Seller at Closing, have been accomplished.
(c) At the Closing, Escrow Agent shall:
(i) deliver the Purchase Price, as adjusted pursuant to the Settlement Statement to Seller;
(ii) deliver any payoff amount for any Construction Loan to the applicable lender in accordance with its payoff letter;
(iii) cause the Deed, Mortgage Release (if any) and any other documents that Seller or Buyer desires to record to be recorded with the appropriate county recorder and, after recording, returned to the grantee, beneficiary or person acquiring rights under said document or for whose benefit said document was acquired; and
(iv) arrange for wire transfer, (i) to Seller, or order, as instructed by Seller, all sums to which Seller is entitled in accordance with the Settlement Statement, and (ii) to Buyer, or order, as instructed by Buyer, all sums (if any) to which Buyer is entitled in accordance with the Settlement Statement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (J.P. Morgan Real Estate Income Trust, Inc.)
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer the following documents and instruments, duly executed by or on behalf of Real Property SellerSeller in recordable form, where applicable:
(i) a A Special Warranty Deed (the "Deed, in recordable form, ") in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” G and incorporated herein by this reference, properly executed and acknowledged conveying the Land and the Improvements;
(ii) a Xxxx of Sale with general warranty of title, and Assignment in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” H and incorporated herein by this reference conveying the Personalty;
(iii) an Assignment, in the form of, Personal Property and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, transferring and assigning the Service Agreements (other than the Rejected Agreements), the Warranties, the Permits and the Entitlements Trade Name;
(iii) an Assignment and Assumption of Tenant Leases and Rent, substantially in the “General Assignment”)form attached hereto as Exhibit I and incorporated herein by this reference transferring and assigning the Leases;
(iv) a Certificate certificate of a duly authorized member (or officer) of Seller, sworn to under penalties of perjury, setting forth Seller's U.S. tax identification number and Affidavit stating that Seller is a "United States person" within the meaning of Non-Foreign Status, Sections 1445(f)(3) and 7701(a) of the Code (the "FIRPTA Certificate") in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”J;
(v) a completed 1099-S request for taxpayer identification number and certification, certification and acknowledgment, in the form of that attached hereto as Exhibit “G”;
(vi) a certificatean affidavit reasonably required by Buyer's title insurer that will enable Buyer to obtain title insurance coverage free of any exception for either mechanics' or materialmen's liens, or parties in form and substance satisfactory to counsel for Buyerpossession (other than tenants, to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; andtenants only, under unrecorded leases);
(vii) the Settlement Statement.any form required to be filed or provided to government agencies with respect to real estate transfer tax payments and evidence of such payment, if required;
(bviii) Real Property an assignment of any Union Contracts, with indemnification of Seller shall deliver to Real Property Buyer against any claims or violations from or after the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer Closing Date;
(and only ix) a settlement statement with respect to the extent same are in Real Property Seller’s actual possession and/or control):Closing duly executed by Seller (the "Closing Statement);
(ix) Evidence a certificate of a duly authorized member (or officer) of Seller or other evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property (A) Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s 's duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items Closing Documents to be executed and delivered to Real Property Buyer at Closing, have been accomplishedaccomplished and (B) all of Seller's representations and warranties made in this Agreement are true and correct;
(iixi) An updated Rent Roll current as of the Closing Date furnishing all the information set forth in the Rent Roll with respect to the Leases, which shall be certified by Seller as an exhibit to the Assignment and Assumption of Tenant Leases and Rent executed and delivered by Seller to Buyer at Closing;
(xii) The executed originals of the Permits, if anyLeases and the Service Agreements (other than the Rejected Agreements);
(iiixiii) The To the extent the same are in Seller's possession, within Seller's control or can reasonably be obtained by Seller prior to Closing without cost or expense, the originals of the Warranties and the Permits;
(xiv) To the extent the same are in Seller's possession, within Seller's control or certified copies if originals are not availablecan reasonably be obtained by Seller prior to Closing without cost or expense, all prior surveys of the Land or any portion thereof and all plans and specifications for any of the Improvements;
(xv) of all books, records, correspondence, memoranda, reports Executed Notices to Tenant(s) under the Lease(s) in the form attached hereto as Exhibit K and other information and data pertinent made a part hereof;
(xvi) All keys to the continued useProperty and every lock thereon in the possession of Seller;
(xvii) the original Required Estoppel Certificates;
(xviii) intentionally left blank;
(xix) to the extent the same are in the possession of Seller on the date of Seller's execution of this Agreement, occupancy and operation of the Property, including, or reasonably can be obtained by Seller prior to Closing without limitationcost or expense, all records, marketing information and data relevant to income and operating expenses for used in connection with and/or pictures of the Property; and
(cxx) Real Property such other documents, instruments and deliverables as are otherwise required by this Agreement or required to record the Deed, or otherwise reasonably required by Buyer or the Title Company in order to consummate this transaction.
(b) Buyer shall deliver to Real Property Seller the following documents and instrumentsfollowing, duly executed if the same have not been theretofore delivered by or on behalf of BuyerBuyer to Seller:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the The Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with the provisions of this Agreement;
(ii) An execution as assignee of any assignments required to be made by Seller hereunder, assuming the obligations of Seller under such agreements or obligations;
(iii) A certificate of a duly authorized member (or officer) of Buyer or other evidence in form and substance reasonably satisfactory to Seller that all appropriate entity action authorizing the execution, delivery and performance by Buyer of this Agreement and the other Closing Documents have been accomplished and that all of Buyer's representations and warranties made in this Agreement are true and correct;
(iv) The Closing Statement duly executed by Buyer; and
(v) Such other Closing Documents as may be reasonably necessary to consummate the transactions with Seller under this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Proceedings at Closing. On the Closing Date, the Closing shall take place as set forth in this Agreement and as follows:
(a) Real Property Seller shall deliver to Real Property Buyer Title Company the following documents and instruments, duly all properly executed by or on behalf of Real Property Seller:and in form and substance acceptable to Buyer and Title Company (collectively, the “Closing Documents”):
(i) a Special Warranty Deed, special warranty deed in recordable formform conveying fee simple title to the Property, in free and clear of all liens, encumbrances, easements and restrictions of every nature and description, except for the form of, and on Permitted Exceptions (the terms and conditions set forth in, that attached hereto as Exhibit “C,” conveying the Land and the ImprovementsDeed”);
(ii) a Xxxx to the extent the legal description of Sale with general warranty of title, in the form of, and Land identified on the terms Survey differs from the record legal description of the Property, a quitclaim deed in recordable form containing the legal description of the Land identified on the Survey and conditions set forth in, that attached hereto as Exhibit “D,” conveying title to the PersonaltyProperty without warranty;
(iii) an Assignment, in the form of, assignment and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, assumption of Leases transferring and assigning the WarrantiesLeases, the Permits Intangibles (including the Service Contracts) and the Entitlements Personal Property (the “Bill of Sale and General Assignment”), which will include as an exhibit a certified rent roll dated no more than three (3) business days prior to the Closing Date;
(iv) an affidavit meeting the requirements of Section 1445 of the Internal Revenue Code, executed and sworn to by Xxxxxx, confirming that Seller is not a Certificate and Affidavit foreign corporation, foreign partnership, foreign trust, or foreign estate, or non-resident alien for purposes of Non-Foreign StatusUS income taxation, in pursuant to Section 1445 of the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”Internal Revenue Code;
(v) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the form of that attached hereto as Exhibit “G”;
(vi) a certificate, in form and substance satisfactory to counsel for Buyer, certificate to the effect that the Seller’s representations and warranties of Real Property Seller in this Agreement are true and correct in all material respects on and as of the Closing Date;
(vii) an Owner’s Affidavit in form reasonably acceptable to the Title Company and sufficient for the Title Company to delete any exceptions for (a) liens arising from work at the Property which is the responsibility of Seller hereunder and (b) parties in possession (except tenants pursuant to the Leases);
(viii) a closing statement approved by Xxxxx and Seller setting forth the amounts paid by or on behalf of and credited to each of Buyer and Seller pursuant to this Agreement (the “Closing Statement”);
(ix) documentation to establish to Title Company’s reasonable satisfaction the due authorization of Seller’s execution of this Agreement and all Seller documents contemplated by this Agreement;
(x) a broker xxxx xxxxxx executed by Xxxxxx in form sufficient to delete any exception relating to such liens in the Title Policy;
(xi) a letter addressed to tenants notifying them of the sale of the Property and directing that rents and other payments thereafter be sent to Buyer or as Buyer may direct;
(xii) the executed originals of the Leases and the Service Contracts; provided, however, if any executed originals are not available, copies of the Leases and the Service Contracts shall be delivered by Seller to Buyer;
(xiii) any and all Estoppels and XXXXx executed and delivered to Seller by the tenants under the Leases;
(xiv) to the extent any declaration of restrictions, easements and agreements (“REA”) requires a specific written assignment and/or assumption agreement with respect to such REA, an executed assignment and/or assumption agreement with respect to such REA in the form required by the REA;
(xv) a Gap Indemnity Agreement in form required and approved by the Title Company executed and delivered by Seller to the Title Company;
(xvi) All signed agreements and any other documents, including, but not limited to, a subscription agreement and accredited investor offeree questionnaire, requested by Buyer that are required, standard and customary in order for Buyer to issue the OP Units to Seller or its assignee (the “Securities Agreements”); and
(viixvii) such other documents which may be required by the Settlement StatementTitle Company or reasonably necessary to transfer the Property to the Buyer and close the transactions described herein pursuant to the terms and conditions of this Agreement.
(b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):
(i) Evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished;
(ii) The originals of the Permits, if any;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and
(c) Real Property Buyer shall deliver to Real Property Seller the following documents and instruments, duly executed by or on behalf of Buyerfollowing:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in Closing Statement, paid in the manner described in Section 2 of this Agreement Agreement;
(ii) The Securities Agreements properly executed by Xxxxx;
(iii) Appropriate documentation to demonstrate that the OP Units were issued to Seller or its assignee and that such OP Units appear on Buyer’s books and records;
(iv) Bill of Sale and General Assignment properly executed by Xxxxx;
(v) Closing Statement properly executed by Xxxxx; and
(vi) such other documents which may be required by the Asset Agreement, Title Company or reasonably necessary to Real transfer the Property Seller in accordance with to the provisions Buyer and close the transactions described herein pursuant to the terms and conditions of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Medalist Diversified REIT, Inc.)
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer the following documents and instruments, duly executed by or on behalf of Real Property Seller, all of which shall be in form and substance reasonably satisfactory to Buyer and its counsel:
(i) a A Special Warranty Deed ("Deed"), in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” conveying the Land and the ImprovementsImprovements subject only to the Permitted Exceptions;
(ii) a Xxxx of Sale with general warranty of title, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” conveying the Personalty;
(iii) an Assignment, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, An assignment transferring and assigning the Warranties, the Permits Entitlements and the Entitlements (Permits, including an assignment of the “General Assignment”)Tap Rights, if any, in recordable form;
(iii) The Seller's Affidavit;
iv) If Seller is not a Foreign Person, a Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”;
(v) A Colorado Department of Revenue Form DR 1083, Information With Respect to the Conveyance of a Colorado Real Property Interest ("Form 1083");
vi) A completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the form of that attached hereto as Exhibit “G”;
(vivii) a A certificate, in form and substance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date;
viii) The Authority Documentation;
ix) A Xxxx of Sale, with general warranty of title, conveying the Personalty;
x) An Assignment of Tenant Leases, transferring and assigning the Existing Leases, if applicable;
xi) The Release, if applicable; and
(viixii) the Settlement StatementThe Estoppel, if applicable.
(b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore previously delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):Buyer:
(i) Evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale The executed originals of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, Existing Leases and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplishedSupplemental Lease Agreements;
(ii) The originals originals, if any, of the Permits, if any;; and
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and.
(c) Real Property Buyer shall deliver to Real Property Seller the following documents and instruments, duly executed by or on behalf of Buyer:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money Deposit and Option Payments and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with the provisions of this Agreement. If required by the withholding requirements described in subparagraph (a)(v), above, the Escrow Agent and Title Company shall be entitled to withhold the applicable portion of the Purchase Price, and to submit such portion of the Purchase Price to the Colorado Department of Revenue.
(d) The Title Company shall irrevocably commit to insure the Title Policy, without exception other than for the Permitted Exceptions.
Appears in 1 contract
Samples: Option Agreement to Purchase Real Estate (Eagle Exploration Co)
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property On the Closing Date, Seller shall deliver to Real Property Buyer Escrow Agent the following documents and instruments, duly executed by or on behalf of Real Property Seller:
(i) a Special Warranty A duly executed and acknowledged Grant Deed, in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “1” to Exhibit “C,F” (herein called the “Deed”), conveying the Land and Improvements subject to the Improvements;Permitted Exceptions.
(ii) a A Quitclaim Xxxx of Sale with general warranty of titleSale, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “2” to Exhibit “D,” F”, conveying Seller’s interest in the Personalty;.
(iii) An Assignment and Assumption of Tenant Leases, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “3” to Exhibit “F” (herein called the “Lease Assignment”), whereby Seller transfers and assigns to Buyer all of Seller’s right, title and interest as “landlord” or “lessor” in, to and under the Existing Leases and the New Leases (to the extent in effect on the Closing Date), and whereby Buyer assumes and agrees to perform the duties and obligations of the “landlord” or “lessor” under the Existing Leases and the New Leases (including, without limitation, TILC Obligations) arising from and after the Closing Date (which assignment of tenant leases shall be executed by Buyer). The Lease Assignment shall include an updated rent roll for the Project dated within seven (7) days before the Closing Date.
(iv) A General Assignment, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “4” to Exhibit “E”, transferring and assigning the Warranties, the Permits and the Entitlements F” (herein called the “General Assignment”);, whereby Seller transfers and assigns to Buyer all of Seller’s right, title and interest in, to and under the Assumed Service Agreements, the Construction Contracts and the Permits, Warranties and Intangibles, and whereby Buyer assumes and agrees to perform the duties and obligations of the owner of the Property under the Assumed Service Agreements arising from and after the Closing Date (which assignment shall be executed by Buyer).
(ivv) a A Seller’s Affidavit, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “5” to Exhibit “F”, with respect to the Property.
(vi) A Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “6” to Exhibit “F”;.
(vvii) a completed A 1099-S request for taxpayer identification number and certificationcertification and acknowledgment (herein called a “1099-S”), in the form of, and acknowledgmenton the terms and conditions set forth in, that attached hereto as Schedule “7” to Exhibit “F”.
(viii) A California Form 593-C certifying that Seller is either a California resident or is exempt from any state imposed withholding requirements.
(ix) A settlement statement reflecting the economic terms set forth herein (herein called the “Settlement Statement”).
(x) If the Land is subject to a declaration of covenants, conditions and restrictions or similar instrument (“CCRs”) governing or affecting the use, operation, maintenance, management or improvement of the Real Property, (i) estoppel certificates, in form and substance satisfactory to Buyer, from the declarant, association, committee, agent and/or other person or entity having governing or approval rights under the CCRs, including, without limitation, an estoppel under that certain Roadway Easement Agreement dated April 9,1997 and recorded on April 10, 1997 in the Official Records of Orange County, California (the “Official Records”) as Instrument No. 19970165666 (the “Roadway Easement Agreement”), substantially in the form attached hereto as Exhibit J-1, and (B) an estoppel under that certain Declaration of Utility Line Easement dated July 11, 1996 and recorded on July 11, 1996 in the Official Records as Instrument No. 19960354693 (the “Declaration of Utility Line Easement”), substantially in the form attached hereto as Exhibit J-2, and (ii) a recordable assignment, in form and substance satisfactory to Buyer, assigning any and all developer, declarant or other related rights or interests of Seller (or any affiliate of Seller) in or under the CCRs, if Seller (or such affiliate) holds such rights or interest. Satisfaction of the covenant to obtain the estoppels described in this paragraph 9(a)(x) prior to Closing shall be a condition precedent to Buyer’s obligation to close unless waived in writing by Buyer; provided, however, that in no event shall Seller’s failure to deliver to Buyer any of such estoppels be deemed to be a default by Seller under this Agreement, so long as Seller has used commercially reasonable efforts to obtain such estoppels.
(xi) A certificate executed by Seller in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “9” to Exhibit “F”.
(xii) A form letter notifying the parties to the Roadway Easement Agreement of the sale of the Property to Buyer in the form of that attached hereto as Schedule “11” to Exhibit “GF”;.
(vixiii) a certificate, in A form and substance satisfactory to counsel for Buyer, letter notifying the parties to the effect that the representations and warranties Declaration of Real Property Seller in this Agreement are true and correct on and as Utility Line Easement of the Closing Date; andsale of the Property to Buyer in the form of that attached hereto as Schedule “12” to Exhibit “F”.
(viixiv) Evidence that any right or option to purchase all or any portion of the Settlement StatementProperty set forth in any Existing Lease or New Lease has been duly waived with respect to the sale contemplated by this Agreement.
(b) Real Property At Closing, Seller shall deliver to Real Property Buyer, or shall make available to Buyer at the following itemson-site management office of the Property, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):possession, (x) the executed originals, or copies if originals are not available, of Due Diligence Materials, the Existing Leases, the New Leases, tenant estoppel certificates, and the Assumed Service Agreements, and (y) all keys, access cards, passcodes, and passwords for the Property specifically identified to reflect their respective lock.
(c) At Closing, Seller shall execute and deliver to Buyer a form letter notifying tenants of the Property of the sale of the Property to Buyer in the form of that attached hereto as Schedule “8” to Exhibit “F”, as required by Section 1950.7 of the California Civil Code.
(d) At Closing, Buyer shall:
(i) Evidence deliver the Purchase Price to Escrow Agent in accordance with the provisions of this Agreement;
(ii) deliver to Escrow Agent counterparts of the Lease Assignment, the General Assignment and the Settlement Statement, each duly executed by or on behalf of Buyer;
(iii) deliver to Escrow Agent one (1) original of a Preliminary Change of Ownership Report for the Property, which satisfies the requirements of California Revenue and Taxation Code Section 480.3, fully completed and executed by Buyer (the “Ownership Change Report”); and
(iv) deliver to Escrow Agent evidence in form and substance reasonably satisfactory to Real Property Title Company and Seller that Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the PropertyAgreement, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, Buyer and the performance by Real Property Seller Buyer of all of Real Property Seller’s its duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, Agreement have been accomplished;
(ii) The originals of , and that the Permits, if any;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and
(c) Real Property Buyer shall deliver to Real Property Seller the following individuals executing documents and instruments, duly executed by or on behalf of Buyer are authorized to do so and bind Buyer:.
(iv) A certificate executed by Buyer in the General Assignment; and
(ii) form of, and on the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Priceterms and conditions set forth in, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, that attached hereto as Schedule “10” to Real Property Seller in accordance with the provisions of this AgreementExhibit “F”.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Strategic Opportunity REIT, Inc.)
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property On the Closing Date, Seller shall deliver to Real Property Buyer Escrow Agent the following documents and instruments, duly executed by or on behalf of Real Property Seller:
(i) a A duly executed and acknowledged Special Warranty Deed, in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “1” to Exhibit “C,F” (herein called the “Deed”), conveying the Land and Improvements subject to the Improvements;Permitted Exceptions.
(ii) a A Quitclaim Xxxx of Sale with general warranty of titleSale, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “2” to Exhibit “D,” F”, conveying Seller’s interest in the Personalty;.
(iii) An Assignment and Assumption of Tenant Leases, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “3” to Exhibit “F” (herein called the “Lease Assignment”), whereby Seller transfers and assigns to Buyer all of Seller’s right, title and interest as “landlord” or “lessor” in, to and under the Existing Leases and the New Leases (to the extent in effect on the Closing Date), and whereby Buyer assumes and agrees to perform the duties and obligations of the “landlord” or “lessor” under the Existing Leases and the New Leases (including, without limitation, TILC Obligations) arising from and after the Closing Date (which assignment of tenant leases shall be executed by Buyer). The Lease Assignment shall include an updated rent roll for the Project dated within seven (7) days of the Closing.
(iv) An Assignment, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “4” to Exhibit “E”, transferring and assigning the Warranties, the Permits and the Entitlements F” (herein called the “General Assignment”);, whereby Seller transfers and assigns to Buyer all of Seller’s right, title and interest in, to and under the Service Agreements, and whereby Buyer assumes and agrees to perform the duties and obligations of the owner of the Property under the Service Agreements arising from and after the Closing Date (which assignment shall be executed by Buyer).
(ivv) a A Seller’s Affidavit, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “5” to Exhibit “F”, with respect to the Property.
(vi) A Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “6” to Exhibit “F”;.
(vvii) a completed A 1099-S request for taxpayer identification number and certificationcertification and acknowledgment (herein called a “1099-S”), in the form of, and acknowledgmenton the terms and conditions set forth in, that attached hereto as Schedule “7” to Exhibit “F”.
(viii) A settlement statement reflecting the economic terms set forth herein (herein called the “Settlement Statement”).
(b) At Closing, Seller shall (i) deliver to Buyer, or shall make available to Buyer at the on-site management office of the Property, if and to the extent in Seller’s possession, the executed originals, or copies if originals are not available, of the Existing Leases, the New Leases and the Service Agreements and (ii) deliver to Buyer copies of executed Tenant Estoppels from tenants occupying at least 75% of the occupied square footage at the Property.
(c) At Closing, Seller shall execute and deliver to Buyer a form letter notifying tenants of the Property of the sale of the Property to Buyer in the form of that attached hereto as Schedule “8” to Exhibit “GF”.
(d) At Closing, Buyer shall:
(i) deliver the Purchase Price to Escrow Agent in accordance with the provisions of this Agreement;
(viii) deliver to a certificateFirst American Title Insurance Company office in Houston, in form and substance satisfactory to counsel for Buyer, to Texas (the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as “Local Title Office”) counterparts of the Closing DateLease Assignment, the General Assignment and the Settlement Statement, each duly executed by or on behalf of Buyer (which Local Title Office shall forward such executed documents to Escrow Agent at or prior to Closing); and
(viiiii) the Settlement Statement.
(b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):
(i) Evidence Local Title Office evidence in form and substance reasonably satisfactory to Real Property Title Company and Seller that Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the PropertyAgreement, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, Buyer and the performance by Real Property Seller Buyer of all of Real Property Seller’s its duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, Agreement have been accomplished;
(ii) The originals of , and that the Permits, if any;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and
(c) Real Property Buyer shall deliver to Real Property Seller the following individuals executing documents and instruments, duly executed by or on behalf of Buyer:
Buyer are authorized to do so and bind Buyer (i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer which Local Title Office shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, forward such documents to Real Property Seller in accordance with the provisions of this AgreementEscrow Agent at or prior to Closing).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hartman Short Term Income Properties XX, Inc.)
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer the following documents and instruments, duly executed by or on behalf of Real Property Seller:
(i) a Special Warranty Deed, in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” conveying the Land and the Improvements;
(ii) a Xxxx of Sale with general warranty of title, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” conveying the Personalty;
(iii) an Assignment, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, transferring and assigning the Warranties, the Permits and the Entitlements (the “General Assignment”);
(iv) a Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”;
(v) a completed 1099-S request for taxpayer identification number and certification, and acknowledgment, in the form of that attached hereto as Exhibit “G”;
(vi) a certificate, in form and substance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; and
(vii) the Settlement Statement.
(b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):
(i) Evidence in form and substance reasonably satisfactory to Real Seller and Buyer: (i) a limited warranty deed, in recordable form, conveying the Land and the Improvements; (ii) a xxxx of sale with limited warranty of title, conveying the Personalty; (iii) an assignment of leases (the "ASSIGNMENT OF LEASES") transferring and assigning the Leases and containing Buyer's assumption of the obligations of Seller arising under the Leases after the Closing Date; (iv) a seller's affidavit with respect to the Property; (v) if Seller is not a Foreign Person, a certificate and affidavit of non-foreign status; and (vi) a certificate and affidavit as to whether (A) Seller is a resident of the State of Georgia as defined in O.C.G.A. Section 48- 7-128, (B) Seller is deemed to be a resident of the State of Georgia pursuant to O.C.G.A. Section 48-7-128, or (C) the purchase and sale of the Property is otherwise exempt from the withholding requirements of O.C.G.A. Section 48-7-128.
(b) Seller shall use reasonable efforts to deliver estoppel certificates from the tenants set forth on Exhibit B in form reasonably acceptable to Buyer; provided, however, Buyer acknowledges that the delivery of such estoppel certificates is not a condition precedent to Buyer's obligations under this Agreement and Seller has not covenanted that it will be able to deliver such estoppel certificates and shall not be in default under this Agreement if such certificates are not delivered at Closing.
(c) Seller shall deliver to Buyer evidence in form and substance reasonably satisfactory to Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s 's duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished;.
(iid) The originals of the Permits, if any;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and
(c) Real Property Buyer shall deliver to Real Property Seller the following documents and instruments, Assignment of Leases duly executed by or on behalf of Buyer:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property , and Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with the provisions of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Mri Business Properties Fund LTD)
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer the following documents docu¬ments and instruments, duly executed by or on behalf of Real Property Seller:
(i) a Special Warranty Deed, in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “C,” conveying con¬veying the Land and the Improvements;
(ii) a Xxxx of Sale with general warranty of title, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” conveying the Personalty;
(iii) an Assignment, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “E”, transferring trans¬ferring and assigning the Warranties, the Permits and the Entitlements (the “General Assignment”);
(iv) a Certificate Cer¬tif¬icate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”;
(v) a completed 1099-S request for taxpayer identification number and certificationcertifi-cation, and acknowledgment, in the form of that attached hereto as Exhibit “G”;
(vi) a certificate, in form and substance sub¬stance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; and
(vii) the Settlement Statement.
(b) Real Property Seller shall deliver to Real Property Buyer the following items, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):
(i) Evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished;
(ii) The originals of the Permits, if any;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and
(c) Real Property Buyer shall deliver to Real Property Seller the following documents and instruments, duly executed by or on behalf of Buyer:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with the provisions of this Agreement.
Appears in 1 contract
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property Seller shall deliver to Real Property Buyer the following documents and instruments, duly executed by or on behalf of Real Property Seller:
(i) a Special Warranty Deed, Deed in recordable form, in form conveying and demising the form of, and Property as described on the terms and conditions set forth in, that attached hereto as Exhibit “C,” conveying the Land and the Improvements"A";
(ii) a Xxxx of Sale with general warranty of title, Quitclaim Deed in recordable form conveying the land described by the survey but not included in the form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “D,” conveying the PersonaltyProperty;
(iii) an Assignment, a seller's affidavit with respect to the Property in the a form of, and on the terms substance reasonably satisfactory to Buyer and conditions set forth in, that attached hereto as Exhibit “E”, transferring and assigning the Warranties, the Permits and the Entitlements (the “General Assignment”)Buyer's title insurer;
(iv) if Seller is not a Certificate Foreign Person (as defined in Section 1445 of the Internal Revenue Code of 1986, as amended), a certificate and Affidavit affidavit of Nonnon-Foreign Status, foreign status in the a form of, and on the terms and conditions set forth in, that attached hereto as Exhibit “F”substance reasonably satisfactory to counsel for Buyer;
(v) a completed 1099-S request for taxpayer identification number all such certificates and certification, and acknowledgmentaffidavits, in a form and substance reasonably satisfactory to counsel for Buyer, with respect to any tax withholding requirements imposed on sellers of real property under the form laws of that attached hereto as Exhibit “G”the State of Georgia;
(vi) a certificate, certificate in form and substance reasonably satisfactory to counsel for Buyer, to the effect Buyer that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; and
(vii) the Settlement Statementsigned lease referenced in Section 14(b).
(b) Real Property Seller shall deliver to Real Property Buyer the following itemsfollowing, if the same have not been theretofore delivered by Real Property Seller to Real Property Buyer (and only to the extent same are in Real Property Seller’s actual possession and/or control):Buyer:
(i) Evidence in form and substance reasonably satisfactory to Real Property Buyer that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s 's duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, Closing have been accomplished;
(ii) The originals To the extent the same are in the possession of Seller on the date of Seller's execution of this Agreement, the most recent prior survey of the Permits, if any;Land or any portion thereof and all plans and specifications for any of the Improvements; and
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports Service Agreements and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; andPermits.,
(c) Real Property Buyer shall deliver to Real Property Seller the following documents documents, instruments and instrumentsthings, duly executed by or on behalf of Buyer:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset The Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with the provisions of this Agreement;
(ii) A certificate, in form and substance reasonably satisfactory to counsel for Seller, to the effect that the representations and warranties of Buyer in this Agreement are true and correct on and as of the Closing Date;
(iii) The signed lease referenced in Section 14(b); and
(iv) Evidence in form and substance reasonably satisfactory to Seller that Buyer has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Buyer, the performance by Buyer of all of Buyer's duties and obligations under this Agreement, and the execution and delivery by Buyer of all documents and other items to be executed and delivered to Seller at Closing have been accomplished.
Appears in 1 contract
Proceedings at Closing. On the Closing Date, the Closing shall take place as follows:
(a) Real Property On the Closing Date, Seller shall deliver to Real Property Buyer the following documents and instruments, duly executed by or on behalf of Real Property Seller:
(i) a Special A Limited Warranty Deed, in recordable form, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “1” to Exhibit “C,” G”, conveying the Land and the Improvements;Improvements subject to the Permitted Exceptions (herein called the “Deed”).
(ii) a A PT-61 Real Estate Transfer Tax Form.
(iii) A Xxxx of Sale with general warranty of titleSale, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “2” to Exhibit “D,” G”, conveying Seller’s interest in the Personalty;.
(iiiiv) An Assignment and Assumption of Tenant Leases, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “3” to Exhibit “G” (herein called the “Lease Assignment”), whereby Seller transfers and assigns to Buyer all of Seller’s right, title and interest as “landlord” or “lessor” in, to and under the Existing Leases (to the extent in effect on the Closing Date) and the New Leases, and whereby Buyer assumes and agrees to perform the duties and obligations of the “landlord” or “lessor” under the Existing Leases and the New Leases (including, without limitation, Commission Obligations) arising from and after the Closing Date (which assignment of tenant leases shall be executed by Buyer). The Lease Assignment shall include an updated rent roll for the Project dated within seven (7) days of the Closing Date.
(v) An Assignment, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “4” to Exhibit “E”, transferring and assigning the Warranties, the Permits and the Entitlements G” (herein called the “General Assignment”);, whereby Seller transfers and assigns to Buyer all of Seller’s right, title and interest in, to and under the Service Agreements, the Guaranties and the Permits, and whereby Buyer assumes and agrees to perform the duties and obligations of the owner of the Property under the Service Agreements and the Permits arising from and after the Closing Date (which assignment shall be executed by Buyer).
(ivvi) a A Seller’s Affidavit, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “5” to Exhibit “G”, with respect to the Property.
(vii) A Certificate and Affidavit of Non-Foreign Status, in the form of, and on the terms and conditions set forth in, that attached hereto as Schedule “6” to Exhibit “FG”;.
(vviii) a completed A 1099-S request for taxpayer identification number and certification, certification and acknowledgmentacknowledgment (herein called a “1099-S”), in the form of of, and on the terms and conditions set forth in, that attached hereto as Schedule “7” to Exhibit “G”;
(vi) a certificate, in form and substance satisfactory to counsel for Buyer, to the effect that the representations and warranties of Real Property Seller in this Agreement are true and correct on and as of the Closing Date; and
(vii) the Settlement Statement.
(bix) Real Property An affidavit sufficient to establish either that Seller is exempt (herein called an “Exemption Certificate”) from the withholding requirements of O.C.G.A. §§48-7-128 and 129 and the regulations promulgated thereunder (herein collectively called the “Withholding Statute”) or an affidavit of gain in the form required by the Withholding Statute (herein called an “Affidavit of Gain”). If Seller furnishes an Affidavit of Gain, then Seller shall deliver withhold and deduct from the Purchase Price an amount equal to Real Property Buyer three percent (3%) of the following items“Net Taxable Gain” reflected on the Affidavit of Gain, if the same have not been theretofore delivered by Real Property Seller and will cause such sum to Real Property Buyer (and only be remitted to the extent same are in Real Property Seller’s actual possession and/or control):Georgia Department of Revenue pursuant to the Withholding Statute.
(ix) Evidence in form and substance reasonably satisfactory to Real Property Buyer the Title Company that Real Property Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Real Property Seller, the performance by Real Property Seller of all of Real Property Seller’s duties and obligations under this Agreement, and the execution and delivery by Real Property Seller of all documents and other items to be executed and delivered to Real Property Buyer at Closing, have been accomplished;
(ii) The originals of the Permits, if any;
(iii) The originals (or certified copies if originals are not available) of all books, records, correspondence, memoranda, reports and other information and data pertinent to the continued use, occupancy and operation of the Property, including, without limitation, all records, information and data relevant to income and operating expenses for the Property; and
(c) Real Property Buyer shall deliver to Real Property Seller the following documents and instruments, duly executed by or on behalf of Buyer:
(i) the General Assignment; and
(ii) the Settlement Statement
(d) Real Property Buyer shall pay the remainder of the Purchase Price together with the Asset Purchase Price, after crediting the Xxxxxxx Money and making the adjustments and prorations provided for in this Agreement and the Asset Agreement, to Real Property Seller in accordance with the provisions of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Berkshire Income Realty Inc)
