Common use of Purchaser’s Deliveries Clause in Contracts

Purchaser’s Deliveries. Delivery at Closing of the following, all documents to be executed originals and, if applicable, witnessed and properly acknowledged: (i) The Assignment and Assumption Agreement; (ii) The Closing Statement (signed by Purchaser), with a copy thereof to be delivered to Seller; (iii) A Tenant Notice Letter in the form attached hereto as Exhibit M executed by Purchaser; (iv) The certificate of any permitted assignee required under Section 15.7; (v) Evidence of the authority and the incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, together with a certificate of good standing of Purchaser; (vi) All Existing Debt Fees and all documents, instruments, guaranties and other items or funds required by each Existing Debt lender to cause the Existing Debt Assumption and Release; (vii) The Assignment of Mezzanine Loan; (viii) The Assignment of Option Agreement; (ix) The Galleria 75 ROFO; (x) Such documents of Purchaser which authorize the purchase of the Property from Seller and other documents as all are reasonably required by the Title Company; and (xi) Such additional documents and instruments appropriate to be executed and delivered by Purchaser as may be reasonably necessary to complete the transaction contemplated hereby and to carry out the intent and purposes of this Agreement, provided the same are commercially reasonable and do not require disclosure of proprietary information.

Purchaser’s Deliveries. Delivery at Closing of the following, all documents to be executed originals and, if applicable, witnessed and properly acknowledged: (i) The Assignment and Assumption Agreement; (ii) The Closing Statement (signed by Purchaser), with a copy thereof to be delivered to Seller; (iii) A Tenant Notice Letter in the form attached hereto as Exhibit M executed by Purchaser; (iv) The certificate of any permitted assignee required under Section 15.7; (v) Evidence of the authority and the incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, together with a certificate of good standing of Purchaser; (vi) All Existing Debt Fees and all documents, instruments, guaranties and other items or funds required by each Existing Debt lender to cause the Existing Debt Assumption and Release; (vii) The Assignment of Mezzanine LoanReserved; (viii) The Assignment of Option AgreementReserved; (ix) The Galleria 75 ROFOReserved; (x) Such documents of Purchaser which authorize the purchase of the Property from Seller and other documents as all are reasonably required by the Title Company; and (xi) Such additional documents and instruments appropriate to be executed and delivered by Purchaser as may be reasonably necessary to complete the transaction contemplated hereby and to carry out the intent and purposes of this Agreement, provided the same are commercially reasonable and do not require disclosure of proprietary information.

Purchaser’s Deliveries. Delivery at At the Closing, the Purchaser shall deliver to the Escrow Agent the following items: (a) Immediately available federal funds sufficient to pay the Purchase Price (less the Deposit and the Aggregate Outstanding Assumed Indebtedness) and the Purchaser’s share of all escrow costs and closing expenses. (b) An Assignment and Assumption of Lease Documents for each Property, executed by the Purchaser. (c) An Assignment and Assumption of Permits, Contracts and Claims executed by the Purchaser. (d) A Harwich Escrow Assignment, executed by the Purchaser. (e) The Financing Assignment and Assumption Documents, executed by the Purchaser. (f) The Closing of Statement, executed by the following, all Purchaser. (g) Such additional documents to be executed originals and, if applicable, witnessed and properly acknowledged: (i) The Assignment and Assumption Agreement; (ii) The Closing Statement (signed by Purchaser), with a copy thereof to be delivered to Seller; (iii) A Tenant Notice Letter in the form attached hereto as Exhibit M executed by Purchaser; (iv) The certificate of any permitted assignee required under Section 15.7; (v) Evidence of the authority and the incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, together with a certificate of good standing of Purchaser; (vi) All Existing Debt Fees and all documents, instruments, guaranties and other items or funds required by each Existing Debt lender to cause the Existing Debt Assumption and Release; (vii) The Assignment of Mezzanine Loan; (viii) The Assignment of Option Agreement; (ix) The Galleria 75 ROFO; (x) Such documents of Purchaser which authorize the purchase of the Property from Seller and other documents as all are reasonably required by the Title Company; and (xi) Such additional documents and instruments appropriate to be executed and delivered by Purchaser as may be reasonably requested by the Sellers in order to effectuate the transactions contemplated hereby. (h) The Purchaser’s Closing Certification, certifying that, subject to Section 7.1, all of the representations and warranties made by the Purchaser in this Agreement are true and correct as of the Closing Date. (i) A certification of the information necessary to complete and file with the transaction contemplated hereby Internal Revenue Service a Form 1099-S in connection with the conveyance of the Properties. (j) Copies of the Purchaser’s organizational documents. (k) Evidence of the Purchaser’s authority to execute and deliver the Purchaser’s Documents. (l) Certificates of legal existence and good standing relating to carry out the intent and purposes Purchaser from the state of this Agreement, provided the same are commercially reasonable and do not require disclosure of proprietary informationPurchaser’s formation.

Purchaser’s Deliveries. Delivery at At or prior to the Closing of (unless expressly set forth below), Purchaser shall deliver the following, all documents following items to be executed originals and, if applicable, witnessed transferred at the Closing pursuant to customary closing escrow arrangements reasonably satisfactory to Seller and properly acknowledgedPurchaser: (ia) The Assignment and Assumption By wire transfer (as adjusted in accordance with the provisions of this Agreement;) of immediately available federal funds, the Balance of the Purchase Price. (iib) The Closing Statement Two (signed by Purchaser2) duly executed and acknowledged original counterparts of each of Seller’s deliveries set forth in Sections 8.2(a), with a copy thereof to be delivered to Seller;(b), (c), (d), (e), (j), (n), (t), (w) and (x) (if applicable). (iiic) A Tenant Notice Letter No later than fifteen (15) Business Days prior to the Closing Date, two (2) duly executed and acknowledged original counterparts of the Assumption Agreement in the form attached hereto as Exhibit M executed by Purchaser; (iv) The certificate of any permitted assignee required under Section 15.7; (v) Evidence of 8.3(c), which Assumption Agreement and counterparts shall be delivered to the authority and labor union associated with the incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, Hotel-Related Units together with a certificate letter, in form and substance reasonably acceptable to Seller, signed by Purchaser and identifying the Purchaser as the successor owner of good standing of Purchaser;the Real Property and enclosing the applicable provisions from this Agreement that require Purchaser to assume the Union Contract. (vi) All Existing Debt Fees and all documents, instruments, guaranties and other items or funds required by each Existing Debt lender to cause the Existing Debt Assumption and Release; (vii) The Assignment of Mezzanine Loan; (viii) The Assignment of Option Agreement; (ix) The Galleria 75 ROFO; (xd) Such documents of Purchaser which authorize the purchase of the Property from Seller and other evidence, certificates or documents as all are may be reasonably required by the Title Company; andCompany relating to 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 of the Property. (xie) Such additional other documents and instruments appropriate to be executed and delivered by Purchaser as may be reasonably necessary or appropriate to complete effect the consummation of the transaction contemplated hereby and to carry out which is the intent and purposes subject of this Agreement or which are otherwise required or contemplated by this Agreement, provided the same are commercially reasonable and do not require disclosure of proprietary information.

Purchaser’s Deliveries. Delivery at Closing (or such earlier date indicated below) of the following, following documents pertaining to the Property then being conveyed (all documents to be executed originals and, if applicable, witnessed and properly acknowledged:): (i) The Assignment and Assumption Agreement; (ii) The Closing Statement (signed by the applicable Seller and Purchaser), with a copy thereof to be delivered to Seller; (iii) A Tenant Notice Letter Evidence in form reasonably satisfactory to the form attached hereto as Exhibit M executed Title Company of Purchaser’s authority to enter into and consummate the transactions contemplated by Purchaser; (iv) The certificate of any permitted assignee required under Section 15.7; (v) Evidence of this Agreement and the authority and the incumbency of any individuals to execute any instruments executed and delivered by a Purchaser at Closing, together with a certificate of good standing of Purchasersuch Purchaser and a certified ALTA survey of each Property in such form as the Title Company may require in order to issue the Title Policies; (iv) With respect to each Assumed Mortgage Loan which Purchaser has not caused Seller to prepay at or prior to Closing in accordance with Section 4.3, delivery of either (x) all requisite Loan Assumption Documents required pursuant to all Mortgage Lenders’ Approvals received prior to the Closing Date or (y) a Backstop Indemnity (as hereinafter defined); (v) All required state, county and local transfer tax forms; (vi) All Existing Debt Fees and all documents, instruments, guaranties and other items or funds required by each Existing Debt lender to cause the Existing Debt Assumption and Release; (vii) The Assignment of Mezzanine Loan; (viii) The Assignment of Option Agreement; (ix) The Galleria 75 ROFO; (x) Such documents of Purchaser which authorize the purchase of the Property from Seller and other documents as all are reasonably required by the Title CompanyA counterpart Tenant Notice Letter; and (xivii) Such additional documents and instruments appropriate to be executed and delivered by Purchaser as may be reasonably necessary to complete the transaction contemplated hereby and to carry out the intent and purposes of this Agreement, provided the same are commercially reasonable and do not require disclosure of proprietary information.

Purchaser’s Deliveries. Delivery Purchaser’s delivery at Closing of the following, all documents to be executed originals and, if applicable, witnessed and properly acknowledged: (i) The Assignment and Assumption Agreement; (ii) The Closing Statement (signed by Purchaser), with a copy thereof to be delivered to Seller;, which Closing Statement may be transmitted via email as a PDF. (iii) A Tenant Notice Letter in the form attached hereto as Exhibit M L executed by Purchaser; (iv) The certificate If applicable, the Assignment of any permitted assignee Purchase and Sale Agreement in the form attached hereto as Exhibit O, together with such supporting evidence of the Purchaser’s compliance with the terms of Section 15.7 as is reasonably required under Section 15.7by Seller; (v) a Real Property Transfer Declaration concerning the Property as required by Colorado law; (vi) Evidence of the authority and the incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, together with a certificate of good standing of Purchaser; (vi) All Existing Debt Fees and all documents, instruments, guaranties and other items or funds required by each Existing Debt lender Closing reasonably acceptable to cause the Existing Debt Assumption and ReleaseTitle Company; (vii) The Assignment of Mezzanine Loan; (viii) The Assignment of Option Agreement; (ix) The Galleria 75 ROFO; (x) Such documents of Purchaser which authorize the purchase of the Property from Seller All applicable real estate transfer tax forms and other documents as all are reasonably required by the Title Companyaffidavits; and (xiviii) Such additional documents and instruments appropriate to be executed and delivered by Purchaser as may be reasonably necessary to complete the transaction contemplated hereby and to carry out the intent and purposes of this Agreement, provided the same are commercially reasonable and do not require disclosure of proprietary information.

Purchaser’s Deliveries. Delivery at Closing of At the followingClosing, all documents Purchaser shall execute and deliver, or cause to be executed originals andand delivered, if applicable, witnessed the following documents and properly acknowledgedinstruments (“Purchaser’s Closing Documents”) to Seller: (i17) The Assignment and Assumption payment of the Balance of the Purchase Price in accordance with the terms of this Agreement; (ii18) The copies of the resolutions and consents adopted by the Purchaser authorizing the execution and delivery of this Agreement and the other Closing Statement (signed documents to which Purchaser is a party, and the performance by Purchaser), with a copy thereof to be delivered to SellerPurchaser of its obligations hereunder and thereunder; (19) a Closing Certificate from Purchaser (i) indicating that the representations and warranties of the Purchaser set forth herein are true and correct in all material respects on and repeated as of the Closing Date, or, if there have been changes after the date hereof which are permitted hereunder, describing such changes; (ii) Purchaser has performed and complied in all material respects with all covenants and agreements required by this Agree­ment to be performed or complied with by Purchaser on or prior to the Closing Date; and (iii) A Tenant Notice Letter the conditions set forth in the form attached hereto as Exhibit M executed by Purchaser; (ivSection 9.2(a) The certificate of any permitted assignee required under Section 15.7; (v) Evidence of the authority and the incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, together with a certificate of good standing of Purchaser; (vi) All Existing Debt Fees and all documents, instruments, guaranties and other items or funds required by each Existing Debt lender to cause the Existing Debt Assumption and Release; (vii) The Assignment of Mezzanine Loan; (viii) The Assignment of Option Agreement; (ix) The Galleria 75 ROFO; (x) Such documents of Purchaser which authorize the purchase of the Property from Seller and other documents as all are reasonably required by the Title Companyhave been satisfied; and (xi20) Such additional all other documents and instruments reasonably necessary or appropriate to be executed and delivered by the Purchaser as may be reasonably necessary to complete consummate the transaction contemplated hereby and to carry out the intent and purposes of this Agreement, provided the same are commercially reasonable and do not require disclosure of proprietary informationhereby.

Purchaser’s Deliveries. Delivery at At the Closing, Purchaser shall deliver or cause to be delivered to Seller or deposited with Escrow Agent in the Closing Escrow to be delivered to Seller all of the following(i) documents set forth in this Section 10.3.2, all documents to be each of which shall have been duly executed originals andby Purchaser (and CHSP TRS Chicago LLC, an Affiliate of Purchaser, as applicable) and acknowledged (if applicablerequired), witnessed and properly acknowledged(ii) other items set forth in this Section 10.3.2 (the “Purchaser Closing Deliveries”), as follows: (ia) The Assignment and Assumption AgreementPurchase Price (as adjusted pursuant to Section 3.1) to be paid by Purchaser; (iib) The Closing Statement (signed by Purchaser), with a copy thereof A letter of direction to be delivered Escrow Agent directing Escrow Agent to disburse the Xxxxxxx Money to Seller; (iiic) A Tenant Notice Letter closing certificate in the form attached hereto as of Exhibit M executed by PurchaserF, together with all exhibits thereto; (iv) The certificate of any permitted assignee required under Section 15.7; (v) Evidence of the authority and the incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, together with a certificate of good standing of Purchaser; (vi) All Existing Debt Fees and all documents, instruments, guaranties and other items or funds required by each Existing Debt lender to cause the Existing Debt Assumption and Release; (vii) The Assignment of Mezzanine Loan; (viii) The Assignment of Option Agreement; (ix) The Galleria 75 ROFO; (xd) Such documents of Purchaser which authorize the purchase of the Property from Seller and other documents as all are reasonably required by the Title Company; and (xi) Such additional documents and instruments appropriate that are required to be executed and delivered by Purchaser under the New Management Agreement, including, without limitation, any guarantees and nondisturbance agreements; (e) A counterpart of each of the documents and instruments to be delivered by Seller under Section 10.3.1 which require execution by Purchaser; (f) The REIT Letter; and (g) Such other documents and instruments as may be reasonably necessary requested by Seller or the Title Company in order to complete consummate the transaction contemplated hereby and to carry out the intent and purposes of described in this Agreement, provided the same are commercially reasonable and do not require disclosure of proprietary information.

Purchaser’s Deliveries. Delivery Purchaser’s delivery at Closing of the following, all documents to be executed originals originals, unless otherwise set forth below, and, if applicable, witnessed and properly acknowledged: (i) The Assignment and Assumption Agreement; (ii) The Assignment and Assumption of Highlands Fiber Optic Construction and Maintenance Agreement; (iii) The Assignment and Assumption of MIG Fiber Optic Construction and Maintenance Agreement; (iv) The Closing Statement (signed by Purchaser), with a copy thereof to be delivered to Seller, which Closing Statement may be transmitted via email as a PDF; (iiiv) A Tenant Notice Letter in the form attached hereto as Exhibit M L executed by Purchaser; (ivvi) The certificate If applicable, the Assignment of any permitted assignee Purchase and Sale Agreement in the form attached hereto as Exhibit R, together with such supporting evidence of the Purchaser’s compliance with the terms of Section 15.7 as is reasonably required under Section 15.7by Seller; (vvii) Evidence of the authority and the incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, together with a certificate of good standing of Purchaser; (vi) All Existing Debt Fees and all documents, instruments, guaranties and other items or funds required by each Existing Debt lender to cause the Existing Debt Assumption and Release; (vii) The Assignment of Mezzanine Loan; (viii) The Assignment A Consumer Use Tax Return relating to the Personal Property for submission to the Washington Department of Option AgreementRevenue; (ix) The Galleria 75 ROFO; (x) Such documents of Purchaser which authorize the purchase of the Property from Seller All applicable real estate transfer tax forms and other documents as all are reasonably required by the Title Companyaffidavits; and (xix) Such additional documents and instruments appropriate to be executed and delivered by Purchaser as may be reasonably necessary to complete the transaction contemplated hereby and to carry out the intent and purposes of this Agreement, provided the same are commercially reasonable and do not require disclosure of proprietary information.

Purchaser’s Deliveries. Delivery at Provided the conditions to Purchaser’s obligations set forth in Section 7(b) hereof have been satisfied by Seller or waived in writing by Purchaser, on or before the Closing of Date Purchaser shall execute, acknowledge, and deliver or cause to be delivered in escrow to the Title Company the following, all documents to be executed originals and, if applicable, witnessed and properly acknowledged: (i) The Assignment the cash portion of the Purchase Price, together with such additional sum, if any, as is necessary to pay Purchaser’s Closing costs as set forth in Section 11(a) hereof, in the form of good funds wire transferred to the Title Company and Assumption Agreementavailable for disbursement by the Title Company on the Closing Date; (ii) The Closing Statement (signed by Purchaser), with a copy thereof to be delivered to Seller;Intentionally left blank. (iii) A Tenant Notice Letter Intentionally left blank; (iv) the IDB Lease Assignment (if applicable) and the Boeing Lease Assignment: (v) two (2) counterparts of the Assignment; (vi) evidence reasonably satisfactory to Seller and the Title Company that the person(s) executing this Agreement and any other documents with respect to the transaction contemplated by this Agreement on behalf of Purchaser has full right, power, and authority to do so; (vii) a Settlement Statement (“Purchaser’s Settlement Statement”) prepared by the Title Company and dated as of the Closing Date, setting forth all items of credit and debit with respect to Purchaser’s transaction contemplated in the this Agreement, in form attached hereto as Exhibit M executed and substance approved by Purchaser; (ivviii) The certificate of any permitted assignee required under Section 15.7; (v) Evidence of the authority and the incumbency of any individuals to execute any instruments executed and delivered by Purchaser at Closing, together with a certificate of good standing of Purchaser; (vi) All Existing Debt Fees and all documents, instruments, guaranties and other items or funds required by each Existing Debt lender to cause the Existing Debt Assumption and Release; (vii) The Assignment of Mezzanine Loan; (viii) The Assignment of Option Agreement; (ix) The Galleria 75 ROFO; (x) Such documents of Purchaser which authorize the purchase of the Property from Seller and other documents as all are reasonably required by Seller or the Title Company; and (xi) Such additional documents and instruments appropriate Company to be executed and delivered by Purchaser as may be reasonably necessary to complete consummate the transaction contemplated hereby and to carry out the intent and purposes of this Agreement, provided the same are commercially reasonable and do not require disclosure of proprietary informationClosing.