Purchaser’s Closing Obligations. On the Closing Date, Purchaser, at its sole cost and expense, will deliver to Seller the following items:
(a) The Purchase Price, after all adjustments are made as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.2;
(b) A counterpart original of each Assignment of Leases, duly executed by Purchaser;
(c) A counterpart original of each Assignment, duly executed by Purchaser;
(d) Evidence reasonably satisfactory to Seller that the person executing the Assignment of Leases, the Assignment, and the Tenant Notice Letters on behalf of Purchaser has full right, power and authority to do so;
(e) Form of written notice executed by Purchaser and to be addressed and delivered to the Tenants by Purchaser in accordance with Section 10.6 herein, (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Security Deposit (specifying the exact amount of the Security Deposit) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”);
(f) A counterpart original of the Closing Statement, duly executed by Purchaser;
(g) A certificate, dated as of the Closing Date, stating that the representations and warranties of Purchaser contained in Section 8.2 are true and correct in all material respects as of the Closing Date;
(h) A counterpart original of the Operating Agreement (as defined in Section 10.3(k) below), duly executed by Purchaser; and
(i) Such other documents as, may be reasonably necessary or appropriate to effect the consummation of the transaction which is the subject of this Agreement.
Purchaser’s Closing Obligations. At the Closing, Purchaser shall: §11.01. Deliver to Seller checks in payment of the portion of the Purchase Price payable at the Closing, as adjusted for apportionments under Section 12, plus the amount of escrow deposits, if any, assigned pursuant to §10.08. §11.02. Deliver to Seller the Purchase Money Mortgage, if any, in proper form for recording, the note secured thereby, financing statements covering personal property, fixtures and equipment included in this sale and replacements thereof, all properly executed, and Purchaser shall pay the mortgage recording tax and recording fees for any Purchase Money Mortgage.
Purchaser’s Closing Obligations. On or before the Deposit Time, Purchaser, at its sole cost and expense, will deliver the following items in escrow with the Title Company pursuant to Section 4.4, for delivery to Sellers at Closing as provided herein:
(a) The Purchase Price, after all adjustments are made at the Closing as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.3;
(b) Four (4) counterparts of the General Conveyance, duly executed by Purchaser;
(c) One (1) counterpart of the form of Tenant Notice Letters, duly executed by Purchaser;
(d) Evidence reasonably satisfactory to the Title Company that the person executing any financing documents on behalf of Purchaser has full right, power, and authority to do so; provided, however, that, notwithstanding anything to the contrary provided in this Agreement, no such evidence shall be made available or otherwise provided to Seller;
(e) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement, including, without limitation, the “Closing Statement” as that term is defined in Section 10.4 below, duly executed and delivered (provided the same do not increase in any material respect the costs to, or liability or obligations of, Purchaser in a manner not otherwise provided for herein); and
(f) Such other transfer and tax forms, if any, as may be required by state and local Authorities as part of the transfer of the Property.
Purchaser’s Closing Obligations. The Purchaser shall on Closing and subject to the transfer of the Interests:
(a) deliver or procure that there is delivered to the Vendor a certified copy of the minutes of a meeting of the directors of its general partner, authorising the execution of this Agreement and any other Transaction Document that it is to execute pursuant to this Agreement;
(b) pay to the Vendor the Consideration in accordance with Clause 3.2 (Payment of Consideration).
Purchaser’s Closing Obligations. At or before the Deposit Time, Purchaser, at its sole cost and expense, will deliver the following items in escrow with the Title Company pursuant to Section 4.3, for delivery to Seller at Closing as provided herein:
(a) The Purchase Price, after all adjustments are made at the Closing as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.3;
(b) A counterpart of the grant deed substantially in the form attached hereto as Exhibit J (the “Deed”), duly executed and acknowledged by Purchaser;
(c) Four (4) counterparts of the General Conveyance, Xxxx of Sale and Assignment and Assumption substantially in the form attached hereto as Exhibit I (the “General Conveyance”) duly executed by Purchaser;
(d) A counterpart of the Assignment and Assumption of Parking Lease, with respect to the WTC Parking Lease, substantially in the form attached hereto as Exhibit L (the “WTC Parking Lease Assignment”) duly executed by Purchaser;
(e) Evidence reasonably satisfactory to Seller that the person executing the Closing documents on behalf of Purchaser has full right, power, and authority to do so;
(f) A counterpart of each of the Tenant Notice Letters, duly executed by Purchaser;
(g) A California Preliminary Change of Ownership Report, properly completed and executed by Purchaser;
(h) A counterpart of any required State, County or Municipal transfer declaration forms; and
(i) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.
Purchaser’s Closing Obligations. At the Closing, Purchaser shall furnish and deliver to Seller, at Purchaser's expense, the following:
a. Federal Reserve, wire transfer funds or other immediately available collected funds, payable to the order of Seller representing the cash portion of the Purchase Price due in accordance with Section 3.1 herein.
b. The Closing Certificate and Lease, duly executed and acknowledged by Purchaser.
c. Such instruments or documents as are necessary, or reasonably required by Seller or the Title Company, to evidence the status and capacity of Purchaser and the authority of the person or persons who are executing the various documents on behalf of Purchaser in connection with the purchase and sale transaction contemplated hereby.
d. An Opinion of Purchaser's counsel, dated as of the Closing Date, in the form of Exhibit J-2, attached hereto.
e. Such other documents as are reasonably required by Seller to carry out the terms and provisions of this Agreement.
f. All necessary approvals, consents, certificates and the like of third parties to the validity and effectiveness of the transaction contemplated hereby.
Purchaser’s Closing Obligations. At the Closing, Purchaser shall: §11.01. Deliver to Seller checks or wire transfer of immediately available federal funds to Seller, in payment of the portion of the Purchase Price payable at the Closing, as adjusted for apportionments under Section 12, plus the amount of escrow deposits, if any, assigned pursuant to §10.08..
Purchaser’s Closing Obligations. (a) No later than 10:00 a.m. (Irvine, California time) on the business day prior to the Scheduled Closing Date, Purchaser shall deposit the following documents into the Escrow, each duly executed and, if appropriate, acknowledged by Purchaser and/or any other parties listed below, as appropriate:
(i) two (2) counterpart originals of the Assignment of Contracts;
(ii) two (2) counterpart originals of the Assignment of Leases;
(iii) copies of the fully executed Tenant Notices to each Tenant in the form attached hereto as Exhibit L and made a part hereof, acknowledging that Purchaser has received and is responsible for any Security Deposits;
(iv) three (3) counterpart originals of the Assignment of Development Agreement;
(v) three (3) counterpart originals of the Assignment of CCRs;
(vi) three (3) counterpart originals of the Assignment of ARSDO; and
(vii) such other documents as may be reasonably required by Seller or the Escrow Agent, including, but not limited to, certified documentation evidencing that Purchaser is authorized to consummate the purchase of the Property in accordance with this Agreement and designating those persons authorized to execute and deliver all necessary documents on behalf of Purchaser at the Closing.
(b) No later than 10:00 a.m. (Irvine, California time) on the business day prior to the Scheduled Closing Date, Purchaser shall deposit into the Escrow by Federal Reserve wire transfer of immediately available funds to an account or accounts which shall be designated by the Escrow Agent (a) the Purchase Price less the amount of the Deposit and the Initial Payment made by Purchaser and (b) any additional funds necessary to pay Purchaser's share of prorations and closing costs.
Purchaser’s Closing Obligations. At the Closing with respect to a Property, Purchaser shall furnish and deliver to Seller, at Purchaser's expense, the following:
(a) Federal Reserve, wire transfer funds or other immediately available collected funds payable to the order of Seller representing the cash portion of the Purchase Price due in accordance with Section 3.1 herein.
(b) The Closing Certificate, Right to Purchase Agreement, Lease, Assignment and Seller Option Agreement duly executed and acknowledged by Purchaser.
(c) Such instruments or documents as are necessary, or reasonably required by Seller or the Title Company, to evidence the status and capacity of Purchaser and the authority of the person or persons who are executing the various documents on behalf of Purchaser in connection with the purchase and sale transaction contemplated hereby.
(d) An opinion of Purchaser's counsel, dated as of the Closing Date, in the form of Exhibit N-2, attached hereto.
(e) Such other documents as are reasonably required by Seller to carry out the terms and provisions of this Agreement.
(f) All necessary approvals, consents, certificates and the like of third parties to the validity and effectiveness of the transaction contemplated hereby.
Purchaser’s Closing Obligations. Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Seller at Closing the following:
11.1.1. The Purchase Price, after all adjustments are made at the Closing as herein provided, by wire transfer or other immediately available federal funds, which amount shall be received in escrow by the Title Company at or before 3:00 p.m. Central Standard Time.
