Purchaser’s Closing Documents. Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:
Purchaser’s Closing Documents. On the Closing Date, Purchaser shall execute and/or deliver or cause to be executed and/or delivered to Seller the following (collectively, "Purchaser's Closing Documents"):
Purchaser’s Closing Documents. Except where expressly provided otherwise, at least two (2) Business Days before the Closing Date, subject to the terms and conditions of this Agreement, the Purchaser shall deliver or cause to be delivered to the Vendor’s Solicitors (except where expressly provided otherwise) the following, duly executed by the Purchaser where it is a party thereto:
(a) the adjusted Balance (to be delivered on the Closing Date to the Title Insurer or Vendor’s Solicitors, at Purchaser’s option);
(b) those documents and agreements described in Section 5.2 to which the Purchaser is a party;
(c) a purchaser’s statement of adjustments;
(d) the Landlord BCLC Agreement(s);
(e) any documents or deliveries contemplated to be delivered by the Purchaser as landlord to the Master Lease Tenant as tenant pursuant to any of the Grand Villa Master Lease, the Cascades Master Lease, and the Starlight Master Lease, including without limitation any documents specifically contemplated thereby that may be required in connection with the Master Lease Tenant’s financing of its leasehold interest, including a Landlord Lender Agreement, provided that, in each case, the Vendor provides written Notice to the Purchaser specifically requiring same, no later than ten (10) Business Days prior to Closing;
(f) any assumptions or notices specifically required of the Purchaser by the terms of the Permitted Encumbrances;
(g) the Corporate Certificate re: Purchaser;
(h) the GST Declaration and Indemnity;
(i) the Comfort Letters executed by the applicable Landlord;
(j) an assignment and assumption of Permitted Encumbrances, in form and substance reasonably acceptable to the Vendor and the Purchaser, with respect to all applicable contractual Permitted Encumbrances, for which the applicable Permitted Encumbrances shall be agreed upon by the Vendor and the Purchaser prior to the Purchaser’s Condition Date;
(k) a notice and direction to the applicable Governmental Authority directing that payment of all property tax vacancy credits or rebates for the period prior to or after Closing to be continued to be made to the Vendor (or the Master Lease Tenant as applicable);
(l) an assignment and assumption of the Nominee Ground Leases;
(m) the Option Agreements;
(n) the Easement; and
(o) all other documents which the Vendor reasonably requests to give effect to the Transaction and to result in the proper assumption of the Subject Assets by the Purchaser; and such other closing documents as may be requested by the Vendor,...
Purchaser’s Closing Documents. At or before Closing, Purchaser shall deposit or cause to be deposited into escrow the following:
i. cash to close in the amount required by the Contract.
ii. any State, County and local transfer tax declarations and forms required to be executed by Purchaser. iii. an executed Purchaser - Seller Closing Statement.
iv. evidence reasonably satisfactory to Seller and the Title Company reflecting that all documents executed by Xxxxxxxxx at Closing were duly authorized and executed.
Purchaser’s Closing Documents. On or before the Closing Date, the Purchaser will deliver, or cause to be delivered, the following documents to the Vendor against delivery by the Vendor of the Vendor’s Closing Documents:
Purchaser’s Closing Documents. At the Closing, Purchaser shall deliver to Seller:
(a) An executed counterpart of the Contract Assignment.
(b) An executed counterpart of the Lease Assignment.
(c) The Purchase Price, net of prorations, by issuance of the OP Units in accordance with the terms of Section 3(c) above.
(d) Executed counterparts of the Loan Assumption Documents.
(e) Reasonable proof of the authority of Purchaser’s signatories.
(f) An executed counterpart of the Tax Protection Agreement in the form attached hereto as Exhibit H, for each Beneficial Owner that has also executed a Tax Protection Agreement.
(g) The documents necessary to transfer the OP Units to each Beneficial Owner that has executed and delivered the documents required by Section 3(c).
(h) Any other documents, instruments or agreements reasonably necessary to close the transaction as contemplated by this Agreement or by the Assumed Loan Lender or Seller in connection with the assignment of the Assumed Loan by Seller (including, the Loan Assumption Documents), the release of Seller or any guarantor that is affiliated with Seller from all obligations under the Assumed Loan from and after the Closing and the transfer from Seller to Purchaser of any and all escrow or reserve accounts related to the Property (whether held by Seller or the Assumed Loan Lender) and security deposits related to the Leases.
Purchaser’s Closing Documents. As part of the Closing, Purchaser will deliver to Seller:
8.7.1 good federal funds in an amount equal to the Purchase Price, less the Deposit and interest thereon and plus or minus prorations as provided herein and plus funds sufficient to pay Purchaser's closing costs hereunder;
8.7.2 such affidavits as are customarily required by Title Insurer in connection with issuance of the owner's title insurance policy;
8.7.3 executed counterpart of the Lease Assignment;
8.7.4 executed counterpart of the Contracts Assignment;
8.7.5 executed counterpart of the Intangibles Assignment;
8.7.6 all other documents, instruments or writings which may be reasonably required to consummate the transactions contemplated herein.
Purchaser’s Closing Documents. On or before Closing, subject to the provisions of this Agreement, the Purchaser shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor the following items:
(a) the balance of the Purchase Price in the manner specified in Section 3.2(e);
(b) the Assignment and Assumption of Assumed Contracts;
(c) the Assignment and Assumption of Permitted Encumbrances;
(d) the Assignment of Rights;
(e) the Assignment of Warranties;
(f) the Transition Services Agreement;
(g) the HST Certificate and Indemnity;
(h) a certificate of the Purchaser executed by a senior officer of the Purchaser certifying that the representations and warranties of the Purchaser set out in this Agreement are true and accurate in all material respects as of the Closing Date;
(i) an undertaking by the Purchaser to readjust the Adjustments;
(j) a non-merger agreement with respect to any Purchaser’s representations, warranties and covenants that are stated to survive Closing, as set out herein this Agreement; and
(k) such further documentation relating to the completion of this Agreement as the Vendor may reasonably require, all in form and substance satisfactory to the Purchaser and the Vendor, each acting reasonably and in good faith, provided that none of the Closing Documents shall contain covenants, representations or warranties that are in addition to or more onerous upon either the Vendor or the Purchaser than those expressly set forth in this Agreement.
Purchaser’s Closing Documents. At the Closing the Purchaser shall deliver the following to each of the Vendors:
(a) a share certificate representing the Consideration Shares;
(b) certified copies of resolutions of the directors of the Purchaser approving the Transaction and the execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by the Purchaser pursuant to this Agreement;
(c) an opinion of the Purchaser’s solicitors substantially in the form set out in Schedule C; and
(d) a certificate of the Purchaser pursuant to section 6.2(c).
Purchaser’s Closing Documents. At the Closing, Purchaser shall deliver to Seller at Purchaser's expense: (1) The cash portion of the Purchase Price, with the Xxxxxxx Money being applied thereto; (2) The Note and the Deed of Trust, if any; (3) An Assumption Agreement in recordable form agreeing to pay all commissions payable under any lease of the Property; (4) Evidence of Purchaser's authority and capacity to close this transaction; (5) All other documents reasonably required by the Title Company to close this transaction.
