Common use of Purchaser’s Obligations at Closing Clause in Contracts

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a)), in immediately available wire transferred funds pursuant to Section 1.4 above, it being agreed that at Closing, (i) if Seller did not elect to deliver the Letter of Credit pursuant to Section 1.5(a), the Xxxxxxx Money shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”; (b) deliver to Seller a duly executed original counterpart of the Conveyance Document; (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shallwill: (a) pay to Seller the full amount of the Purchase Price as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a)), in immediately available wire transferred funds pursuant to Section 1.4 above, it being agreed that at Closing, (i) if Seller did not elect to deliver the Letter of Credit pursuant to Section 1.5(a), the Xxxxxxx Money shall be delivered to Seller and applied towards payment balance of the Purchase Price, after application of the Exxxxxx Money and (ii) if Seller elected any interest earned thereon, in the manner and subject to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”adjustments and credits described in Article 2 and Section 9.4; (b) deliver to join Seller a duly executed original counterpart in execution of the Conveyance Documentinstruments described in subsections 9.2(c), (d), (e), (g), (l), (n) and the Withholding Escrow Agreement described in (o); (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicableIntentionally deleted; (d) deliver to Seller the Certificate of Release in the form of Exhibit E; (e) deliver to Seller such evidence as Seller's ’s counsel and/or the Title Company Insurer may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (f) deliver to Seller a certificate of Purchaser, dated as of the Closing, certifying that the representations and warranties of Purchaser contained in Article 6 are true, complete and correct in all material respects as of the Closing; and (eg) deliver such additional documents as shall be are reasonably required to consummate the transaction contemplated by this Agreement, provided such additional documents do not impose upon Purchaser any additional obligations or expenses not otherwise provided for hereunder.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay deliver to Seller Escrow Agent the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))on the Closing Date, in immediately available federal funds wire transferred funds to Escrow Agent’s Account pursuant to Section 1.4 above1.5, it being agreed that that, at Closing, (i) if Seller did not elect to deliver the Letter of Credit pursuant to Section 1.5(a), the Xxxxxxx Exxxxxx Money shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected deliver to deliver the Letter of Credit, the Escrow Agent shall return instructions to immediately release the Letter full amount of Credit the Purchase Price, as increased or decreased by prorations and adjustments as herein provided, to Purchaser, marked “Canceled”Seller; (b) deliver to Seller a duly executed original counterpart of the Conveyance Document; (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable; (d) deliver to Seller such evidence as Seller's ’s counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (c) deliver to Seller one (1) original executed counterpart of the Bill of Sale; and (ed) deliver such additional documents as shall be reasonably requested by the Title Company required to consummate the transaction contemplated by this Agreement, including without limitation any real estate transfer declarations required by the applicable municipality or state where the property is located, provided, however, that in no event shall Purchaser be required to undertake any other material liability not expressly contemplated in this Agreement, unless Purchaser elects to do so in its sole discretion. (e) Local Revenue Stamps. City of Aurora revenue stamps, if any, shall be obtained by the Seller.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))provided, in immediately available wire transferred funds pursuant to Section 1.4 1.5 above, it being agreed that at Closing, (i) if Seller did not elect to deliver Closing the Letter of Credit pursuant to Section 1.5(a), the Xxxxxxx Money Earnxxx Xxxey shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”; (b) deliver to join Seller a duly executed original counterpart in execution of the Conveyance Documentinstruments described in Sections 4.2(c), 4.2(d), and 4.2(f) above; (c) deliver to Seller a letter duly executed original counterpart by Purchaser in the form attached hereto as Schedule 4.3(c) , confirming that Purchaser is a Real Estate Operating Company under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the Approved Leaseregulations promulgated thereunder, if applicableand, in the event Purchaser is unable or unwilling to make such a representation, Purchaser shall be deemed to be in default hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Earnxxx Xxxey; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))provided, in immediately available wire transferred funds pursuant to Section 1.4 1.5 above, it being agreed that at Closing, (i) if Seller did not elect to deliver Closing the Letter of Credit pursuant to Section 1.5(a), the Xxxxxxx Money Earnxxx Xxxey shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”; (b) deliver to Seller a letter duly executed original counterpart by Purchaser, confirming that Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of the Conveyance DocumentEmployee Retirement Income Security Act of 1974 ("ERISA"), and, in the event Purchaser is unable or unwilling to make such a representation, Purchaser shall be deemed to be in default hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Earnxxx Money; (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (ed) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay deliver to Seller Escrow Agent the full amount of the Purchase Price Equity as increased or decreased by prorations and adjustments as herein provided provided, prior to 2:00 p.m. (including, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))Eastern time) on the Closing Date, in immediately available federal funds wire transferred funds pursuant to Section 1.4 aboveEscrow Agent's Account, it being agreed that at Closing, (i) if Seller did not elect and deliver to deliver Escrow Agent instructions to release the Letter of Credit pursuant to Section 1.5(a), the Xxxxxxx Money shall be delivered to Seller and applied towards payment full amount of the Purchase Price, as increased or decreased by prorations and (ii) if Seller elected adjustments as herein provided, to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”Seller; (b) join Seller in execution of all counterparts of the Xxxx of Sale and Assignment and the Tenant Notice. In connection with the Tenant Notice, Purchaser shall deliver to Seller a duly executed original counterpart each and every tenant of the Conveyance DocumentProperty under a Lease thereof a signed statement acknowledging Purchaser's receipt and responsibility for each tenant's security deposit (to the extent credited or delivered by Seller to Purchaser at Closing), if any, all in compliance with and to the extent required by the applicable law. The provisions of this sub-section shall survive Closing; (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.;

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price as increased in cash or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a)), in immediately available wire transferred funds pursuant to Section 1.4 1.5 above, it being agreed that at Closing, (i) if Seller did not elect to deliver Closing the Letter of Credit pursuant to Section 1.5(a), the Xxxxxxx Money Earnxxx Xxxey shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”; (b) deliver to join Seller a duly executed original counterpart in execution of the Conveyance Documentinstruments described in Sections 4.2(b), 4.2(c), 4.2(d) and 4.2(e) above; (c) deliver to Seller a duly Certificate Regarding Disclaimers in the form of Exhibit H attached hereto and made a part hereof, executed original counterpart of the Approved Lease, if applicableby Purchaser and its counsel; (d) deliver to Seller a separate letter in the form of Exhibit I attached hereto and made a part hereof, duly executed by Purchaser, confirming that Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), and, in the event Purchaser is unable or unwilling to make such a representation, Purchaser shall be deemed to be in default hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Earnxxx Xxxey; and (e) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller deposit with the Escrow Agent the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (includingprovided, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))on the Closing Date, in immediately available federal funds to be wire transferred funds to Seller’s Account pursuant to Section 1.4 1.6 above, it being agreed that at Closing, (i) if Seller did not elect to deliver the Letter of Credit pursuant to Section 1.5(a), Closing the Xxxxxxx Money shall be delivered to Seller by wire transfer of immediately available funds to Seller’s Account and applied towards payment of the Purchase Price. If the full amount of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Creditas increased or decreased as provided herein, is not wire transferred by the Escrow Agent and credited to Seller’s Account no later than 4:00 p.m. (local time at the Property) on the Closing Date, then all income and expenses in connection with the operation of the Property shall return be re-apportioned, such re-apportionment to be conducted pursuant to the Letter terms of Credit Section 4.4, as of 12:01 a.m. (local time at the Property) on such day the funds are credited to Purchaser, marked “Canceled”the Seller’s Account; (b) deliver to join Seller a duly executed original counterpart in execution of the Conveyance Documentinstruments described in Sections 4.2(c), 4.2(e) and 4.2(g) above; (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable; (d) deliver to Seller such evidence as Seller's ’s counsel and/or the Title Company Agent may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (ed) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))provided, in immediately available wire transferred funds pursuant to the manner set forth in Section 1.4 above, it being agreed that at Closing, (i) if Seller did not elect to deliver the Letter of Credit pursuant to Section 1.5(a), the Xxxxxxx Money shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”hereof; (b) deliver to join Seller a duly executed original counterpart in the execution of the Conveyance DocumentAssignment and Assumption of Leases and the Assignment and Assumption of Contracts; (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser hereunder; (d) deliver to Seller such evidence as Seller may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and; (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.; (f) deliver the Real Estate Tax Returns duly executed and sworn to by Purchaser; (g) Purchaser shall pay all recording and other fees in connection with the recording of the Deed (and other documents to be recorded as part of the transaction contemplated herein) and other amounts required to be paid by Purchaser hereunder; and (h) join with Seller in the execution of an "ALTA Statement" or such other documentation as the Title Company may reasonably require to omit from the Owner's Title Policy mechanic's liens exceptions and to limit parties in possession to tenants under the Leases; Section 4.4

Purchaser’s Obligations at Closing. At Closing, Purchaser shallshall deliver to Escrow Agent or Seller as appropriate: (a) pay to Seller the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (includingprovided, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))on the Closing Date, in immediately available wire transferred federal funds pursuant so that the same may be paid to satisfy the Monetary Liens and the Unsecured Claims identified in Section 1.4 above, it being agreed that at Closing, (i) if Seller did not elect to deliver the Letter of Credit pursuant to Section 1.5(a), the Xxxxxxx Money shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”1.4; (b) deliver to Seller a the Farms Lease, duly executed original counterpart of the Conveyance Documentby Purchaser; (c) deliver to Seller a the Consulting Agreement, duly executed original counterpart of the Approved Lease, if applicableby Purchaser; (d) deliver the Xxxxxxxx Lease, duly executed by Purchaser; (e) evidence in form and substance reasonably satisfactory to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as that Purchaser has the power and authority to execute and enter into this Agreement and to consummate the authority purchase of the Property, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Purchaser, the performance by Purchaser of all of Purchaser’s duties and obligations under this Agreement, and the execution and delivery by Purchaser of all documents and other items to be executed by Purchaser at Closing, have been accomplished, and that the person or persons executing documents on behalf of PurchaserPurchaser are properly authorized to do so; and (ef) deliver such additional documents or instruments as shall may be reasonably required to consummate effectuate the transaction contemplated terms, conditions and provisions of this Agreement and to carry out the intent of the parties, or as may be reasonably required by this Agreementthe Title Company.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))provided, in immediately available wire transferred funds pursuant to Section 1.4 1.5 above, it being agreed that at Closing, (i) if Seller did not elect to deliver Closing the Letter of Credit pursuant to Section 1.5(a), the Xxxxxxx Money Earnxxx Xxxey shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”; (b) deliver to join Seller a duly executed original counterpart in execution of the Conveyance Documentinstruments described in Sections 4.2(c), 4.2(d), 4.2(e), and 4.2(g) above; (c) deliver to Seller a letter duly executed original counterpart by Purchaser, confirming that Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of the Approved LeaseEmployee Retirement Income Security Act of 1974 ("ERISA"), if applicableand, in the event Purchaser is unable or unwilling to make such a representation, Purchaser shall be deemed to be in default hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Earnxxx Xxxey; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all Xxxxxxx Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))provided, in immediately available wire transferred funds pursuant to Section 1.4 1.5 above, it being agreed that at Closing, (i) if Seller did not elect to deliver Closing the Letter of Credit pursuant to Section 1.5(a), the Xxxxxxx Money Earnxxx Xxxey shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”; (b) deliver to join Seller a duly executed original counterpart in execution of the Conveyance Documentinstruments described in Sections 4.2(c), 4.2(d), and 4.2(f) above; (c) deliver to Seller a letter duly executed original counterpart by Purchaser, confirming that Purchaser is not acquiring the Property in whole or part with the assets of an employee benefit plan (an "Employee Benefit Plan") as defined in Section 3(3) of the Approved LeaseEmployee Retirement Income Security Act of 1974, if applicableas amended ("ERISA"), and, in the event Purchaser is unable or unwilling to make such a representation, Purchaser shall be deemed to be in default hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Earnxxx Xxxey; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.