Provisions With Respect to Closing. (a) At Closing, Seller shall deliver possession of the Property to Buyer subject to possession by the Tenants under the Leases, and Seller shall execute (where applicable) and deliver, or cause to be delivered, to Buyer the following, in addition to all other documents mentioned elsewhere in this Agreement (collectively, Seller’s Closing Documents”):
(i) A Special Warranty Deed (“Deed”), in recordable form, executed and acknowledged by Seller in favor of Buyer with respect to the Real Property owned by Seller, conveying that portion of Seller’s fee title interest in such Real Property as set forth in this Agreement to Buyer (subject only to the Permitted Exceptions), in the form attached hereto as Exhibit “O”.
(ii) An updated schedule of the Leases then in effect and an updated schedule of security deposits held by Seller under the Leases, provided, however, that a default 18 by any Tenant under any of the Leases, or the expiration of any of the Leases by the natural lapse of the term thereof, shall not affect Buyer’s obligation to complete Closing hereunder.
(iii) Originals of the Leases and guarantees thereof (or copies thereof certified by Seller to be true and complete if Seller is unable to locate originals thereof) and copies of all other records which are in the possession or control of Seller and which are reasonably necessary for the operation of the Property. All security deposits (including all letters of credit and other non-cash security devices), and all interest earned thereon required to be paid to the applicable Tenant(s), shall be delivered by Seller to Buyer at Closing by actual delivery of documents or sums, transfer of accounts (with delivery of all transfer documents required by the depository institution) or, in the case of cash, credit to the Purchase Price. Seller also shall deliver to Buyer original counterparts of the Licenses and Permits, or certified copies of same if Seller, using its good faith reasonable efforts, are unable in any instance to deliver originals.
(iv) A letter to the Tenants in the Real Property (in form reasonably acceptable to Buyer) signed by Seller and Buyer and stating that the Property and the Leases (and the Tenants’ security deposits held under the Leases) have been conveyed (and turned over) to Buyer and that the rent and other charges payable under the Leases thereafter should be paid to Buyer or Buyer’s designee.
(v) A duly executed and acknowledged Lease Termination Agreement (“Lease Termination Ag...
Provisions With Respect to Closing. 8.1 At Closing, Seller shall deliver to Holdings the following documents, duly executed and acknowledged:
8.1.1 a limited warranty deed to the Farm Parcel in a form reasonably acceptable to Seller and Holdings, duly executed by Seller and acknowledged and in proper form for recording with state transfer taxes paid by Holdings (the “Deed”);
8.1.2 a bxxx of sale in a form reasonably acceptable to Seller and Holdings, duly executed by Seller, transferring to Holdings, without warranty or representation, any right, title and interest in the personal property and all crops included within the Farm Parcel;
8.1.3 reasonably appropriate documents, duly executed by Seller, in order to transfer title to any vehicles (including without limitation that truck located at the Farm Parcel) and/or equipment titled in Seller’s name that is otherwise included within the Farm Parcel to Holdings; provided, however, Seller and Holdings acknowledge and agree that, to the extent the parties are unable to consummate the transfer of title to such vehicles with the applicable governing authority as of the Closing Date, the parties will, instead, fully cooperate post-Closing to effectuate such transfer of title.
8.1.4 all keys in Seller’s actual possession to all locks on the Farm Parcel;
8.1.5 such evidence or affidavits as may be reasonably required by Holdings or the Title Company regarding the status of title and the authority of the persons executing the various documents on behalf of Seller in connection with the transactions contemplated hereby, provided such evidence and affidavits, and the terms and conditions thereof, are consistent with the terms and conditions of this Agreement and do not impose a greater liability upon Seller;
8.1.6 all other documents Seller is required to deliver pursuant to the provisions of this Agreement and any additional documents reasonably required in connection with this Agreement, provided such documents, and the terms and conditions thereof, are consistent with the terms and conditions of this Agreement and do not impose a greater liability upon Seller.
Provisions With Respect to Closing. At Closing:
(i) Grantor shall deliver a special warranty deed for the Optioned Property and associated appurtenant easements as contemplated hereby, duly executed and acknowledged and in proper form for recording; and such additional documentation (including affidavits) as may be reasonably requested by Grantee or Grantee’s title company to issue and deliver its title policy.
(ii) Grantee shall execute and deliver the ICA Easement, if required, and shall pay Grantor the purchase price (i.e., one Dollar ($1.00)). This Easement shall be amended to delete the provisions hereof relating to the exclusive easement in favor of Grantee with respect to the Generation Facilities Easement Area, but retaining the other Access and Use rights granted to Grantee hereunder All realty transfer taxes shall be paid by Grantee.
(iii) Costs of recording and notary fees shall be paid by Grantee.
(iv) Except as otherwise provided in Section 8.17(b), Grantor and Grantee shall be responsible for the fees of their respective legal counsel.
(v) Tender of an executed deed and purchase money is hereby waived.
Provisions With Respect to Closing. At Closing:
(i) Landlord shall deliver a special warranty deed for the Optioned Property and associated appurtenant easements as contemplated hereby, duly executed and acknowledged and in proper form for recording; and such additional documentation (including affidavits) as may be reasonably requested by Tenant or Tenant’s title company to issue and deliver its title policy.
(ii) Tenant shall execute and deliver the Utility Facilities Easement and shall pay Landlord the purchase price (i.e., one Dollar ($1.00)). All realty transfer taxes shall be paid by Tenant.
(iii) Costs of recording and notary fees shall be paid by Tenant.
(iv) Except as otherwise provided in Section 23.01(b), Landlord and Tenant shall be responsible for the fees of their respective legal counsel.
(v) Tender of an executed deed and purchase money is hereby waived.
Provisions With Respect to Closing a. The Closing shall take place on the fifteenth (15th) day following the last day of the Inspection and Feasibility Period (the “Closing Date”). The Closing shall be held at the downtown Chicago, Illinois office of the Title Company through escrow with the Escrowee pursuant to the Escrowee’s usual form of escrow agreement by the Escrowee, modified in accordance with the terms of this Agreement (the “Escrow”). Seller and Purchaser shall share equally in the cost of the Escrow, however Purchaser shall pay for the money lender escrow. Seller and Purchaser shall share the cost of any “New York Style Closing” or “gap closing” equally, except as aforesaid. All the documents referred to in subsection (b) of this Section 10, the Purchase Price and possession of the Property, except as provided in the Lease and Tower Lease, shall be delivered on the Closing Date. On the Closing Date when the Title Company issues (or commits in writing to issue) its Title Policy pursuant to Sections 5(b) hereof, the Escrowee shall disburse the net proceeds of sale to Seller from the Escrow and Seller shall deliver possession of the Property, except the Leased Premises, to Purchaser as provided in this Agreement. Purchaser shall cooperate with the Seller to secure the transfer stamps of the Village of Hxxxxxx Heights (the “Village”). Seller shall be responsible for repairs required by the Village to be performed based on the Village’s sale-inspection of the Property. In the event the Seller does not complete such repairs prior to Closing, the Seller shall complete such repairs after Closing in a time frame permitted by the Village to induce the Village to issue the transfer stamps. If a bond or deposit is required by the Village for such repairs, it shall be made by the Seller and refunded to the Seller upon completion of the repairs. If the Closing cannot be consummated prior to Seller making any such repairs, the Closing shall be postponed until three (3) business days after the Village has confirmed that all such repairs have been completed. The Purchaser and Seller shall execute any and all documents required by the Village to procure such transfer stamps.
b. At the Closing, Seller shall deliver the following, all in form and substance reasonably satisfactory to Purchaser:
i. The deed duly executed and acknowledged by Seller, conveying to Purchaser or Purchaser’s nominee, title to the Property, in proper form for recording and subject only to the Permitted Exceptions;
ii. Bxxx o...
Provisions With Respect to Closing. 10.1 At Closing, Seller shall deliver to Buyer the following documents, duly executed and acknowledged:
10.1.1 a special warranty deed to the Premises in a customary form, subject only to the Permitted Encumbrances, duly executed by Seller and acknowledged and in proper form for recording with state, county or other local transfer taxes paid by Seller (the “Deed”);
10.1.2 the Lease and the Guaranty;
Provisions With Respect to Closing. At Closing hereunder: (a) Delivery by Seller. Seller shall deliver to Purchaser the following: (i) Deed. A special Warranty Deed to the Premises prepared by Purchaser duly executed and acknowledged by Seller and in proper recordable form.
Provisions With Respect to Closing. At Closing, Seller shall deliver to Purchaser (i) a special warranty deed, (ii) an affidavit, in accordance with the Foreign Investment in Real Property Tax Act, stating that Seller is not a foreign person within the meaning of such Act and that Seller is not subject to the withholding requirements set forth in such Act, (iii) an affidavit to Purchaser's title insurance company of the type customarily provided by sellers of real property to induce title companies in the Bensalem area to insure over certain "standard" or "preprinted" exceptions to title, (iv) instruments of assignment duly executed by Seller of all rights (if any) of Seller under all unexpired assignable building, construction and other warranties, and, upon request of Purchaser, shall irrevocably appoint Purchaser as attorney-in-fact for Seller for the purposes of exercising the rights under such unexpired warranties, (v) copies of any available "as built" plans and specifications in Seller's possession for all building and improvements on the Premises, and (vi) all certificates, permits, and licenses in Seller's possession from any governmental authority having jurisdiction over the Premises which are related to the use and operation of the buildings and improvements located on the Premises as an office building.
Provisions With Respect to Closing. At the Closing, Seller shall deliver to Buyer the following:
A. Deed. Special warranty deed, subject only to the Permitted Exceptions, duly executed and acknowledged and in proper form for recording.
B. Bill of Sale. A valid bill of sale or valid bills of sale for xxx Personalty in form xxx substance reasonably satisfactory to Buyer, duly executed and acknowledged by Seller.
