Recordation and Transfer. Upon satisfaction of the conditions set forth in Section 3.C., Escrow Holder shall transfer the Property as follows: Cause the Grant Deed to be recorded in the Official Records of Riverside County, California; Deliver to Purchaser and Seller at least one fully executed original of the Section 1445 Affidavit, the Xxxx of Sale, the Form 593 and a conformed copy of the recorded Grant Deed;
(1) Deliver to the parties entitled thereto any other closing documents; and cause the Title Policy in form and substance described in Section 5 below, to be delivered to the Purchaser, and
(2) Disburse all funds deposited with Escrow Holder by Purchaser in payment of the Purchase Price for the Property as follows:
(a) deliver to Tesco the amount pursuant to the Demand, required to reconvey the Tesco Deed of Trust from the Property (as approved by Seller in the Seller’s Closing Statement) in accordance with written instructions from Tesco;
(b) retain in Escrow (the “Refrigeration Escrow Holdback”) the Refrigeration Escrow Amount (as hereinafter defined) in accordance with the terms of Section 45 below.
(c) deliver to Seller the Purchase Price pursuant to instructions to be delivered by Seller to Escrow Holder, less the amount of all items, costs and prorations chargeable to the account of Seller; and
(d) disburse the remaining balance of the funds deposited by Purchaser to Purchaser upon the Close of Escrow pursuant to instructions to be delivered by Purchaser to Escrow Holder less amounts chargeable to Purchaser.
Recordation and Transfer. Upon satisfaction of the conditions set forth in Section 4.2 above, Escrow Holder shall transfer the Membership Interests as follows:
Recordation and Transfer. Upon satisfaction of the conditions set forth in Section 4.C above, Escrow Holder shall transfer the Properties as follows:
(1) Cause the Deed for the One Renaissance Improvements, the Memorandum of Assignment, the Assignment of Tunnel Lease, and Assignment of Parking Lease to be recorded in the Official Records of Maricopa County, Arizona;
(2) Cause the Deed for Xxxxx Fargo Plaza to be recorded in the Official Records of Denver County, Colorado;
(3) Cause the Deed for Austin Research Park to be recorded in the Official Records of Xxxxxxxxxx and Xxxxxx Counties, Texas;
(4) Cause the Deed for Wateridge Plaza, the Deed for Regents Square, and the Deed for Mission City Corporate Center, to be recorded in the Official Records of San Diego County, California;
(5) Cause the Deeds for Pacific Arts Plaza and PacArts West to be recorded in the Official Records of Orange County, California;
(6) Cause the Deed for 777 Tower, the Assumption Agreement, the Deed for 801 N. Brand, the Deed for 000 Xxxxx Xxxxxxx, the Deed for 200 Xxxxxxxx, the Deed for 755 S. Fig, the Assignment of Development Agreement-Pacific Arts Plaza, the Assignment of Development Agreement-PacArts West, and the Assignment of 200 Xxxxxxxx DDA to be recorded in the Official Records of Los Angeles County, California;
(7) Deliver to Purchaser at least one fully executed original of the Section 1445 Affidavit, the Xxxx of Sale, the Assignment of Service Contracts and Intangible Property, the Assignment of Leases, the Assignment of Ground Lease, the Statement of Transfer Tax, the Form 593, and the Owner’s Affidavit for each Property and at least one conformed copy of each of the recorded Deed for the One Renaissance Improvements, the Memorandum of Assignment, the Assignment of Tunnel Lease, Assignment of Parking Lease, the Deed for Xxxxx Fargo Plaza, the Deed for Austin Research Park, the Deed for Wateridge Plaza, the Deed for Regents Square, the Deed for Mission City Corporate Center, the Deed for Pacific Arts Plaza, the Deed for 777 Tower, the Assumption Agreement, the Deed for 000 X. Xxxxx the Deed for 000 Xxxxx Xxxxxxx, the Deed for 200 Xxxxxxxx, the Deed for 755 S. Fig, the Deed for PacWest Plaza, the Assignment of Development Agreement-Pacific Arts Plaza, the Assignment of Development Agreement-PacArts West, and the Assignment of 200 Xxxxxxxx DDA; <<page ends>>
(8) Deliver to Seller at least one fully executed original of the Section 1445 Affidavit, the Xxxx of Sale, the Assignment of Service Contra...
Recordation and Transfer. Upon satisfaction of the conditions set forth in Section 4.2 above, Escrow Holder shall transfer the Property as follows:
4.3.1 Subject to the election of the parties to close based on gap coverage provided by the Escrow Holder, in which case the Deed will be recorded after Closing, cause the Deed (as such term is hereinafter defined) to be recorded with the Register’s Office of Xxxxxxxx County, Tennessee;
4.3.2 Deliver to the parties entitled thereto the other Closing Documents (as hereinafter defined); and
4.3.3 Disburse all funds deposited with Escrow Holder by Buyer in payment of the Purchase Price for the Property (subject to applicable prorations and adjustments as provided herein) to (i) Seller by wire transfer pursuant to instructions to be delivered by Seller to Escrow Holder, (ii) for closing costs, to the party entitled thereto, and (iii) any remainder to Buyer, all as set forth in the Settlement Statement.
Recordation and Transfer. Upon satisfaction of the conditions set forth in Section 4.2 above, Escrow Holder shall transfer the Property as follows:
4.3.1 Cause the Deed (as such term is hereinafter defined) to be recorded with the Recorder’s Office of Lake County, Illinois;
4.3.2 Deliver to the parties entitled thereto the other Closing Documents (as hereinafter defined); and
4.3.3 Disburse all funds deposited with Escrow Holder by Buyer in payment of the Purchase Price for the Property (subject to applicable pro-rations and adjustments as provided herein) to (i) Seller by wire transfer pursuant to instructions to be delivered by Seller to Escrow Holder, (ii) for closing costs, to the party entitled thereto, and (iii) any remainder to Buyer, all as set forth in the Settlement Statement.
Recordation and Transfer. (a) Purchaser shall be responsible for making all applicable recordations (and preparation of such recordations and other applicable instruments of transfer or assignment) of the assignment or transfer of the Acquired Assets, including the Transferred Intellectual Property and the Transferred Product Registrations (and including the replacement of any applicable Transferred Product Registration naming Purchaser as the product registration holder). Seller shall cooperate, as reasonably requested by Purchaser in writing (email to be sufficient), to assist Purchaser in any such recordings or transfers. Purchaser and Seller shall share equally in all third party costs and expenses of all such recordations or transfers.
(b) As soon as practicable following the Closing Date, but subject to Section 6.05(d), Purchaser shall submit to or file with the relevant Governmental Entities all transfer applications and other documents required to be submitted or filed in order to effect the transfer to Purchaser of the Transferred Product Registrations (including the replacement of any applicable Transferred Product Registration naming Purchaser as the product registration holder), and Purchaser agrees to use its commercially reasonable efforts to cooperate fully with the relevant Governmental Entities and to take such other actions as are necessary or required to promptly effect such transfers, applications and cancellations, as applicable. Purchaser shall keep Seller reasonably informed of the progress of Purchaser in effecting the transfer to Purchaser of the Transferred Product Registrations (including the replacement of any applicable Transferred Product Registrations), including confirming in writing (including email) the completion of such transfer.
(c) Subject to the terms and conditions of this Agreement, including Section 6.05(d), each of the parties hereto shall (and shall cause their respective Affiliates, if applicable, to) work together to make all filings with and give all required notices to all Governmental Entities, [**]. The parties agree to use their commercially reasonable efforts to take any other actions required by the FDA or any other Governmental Entity to effect such filings, notifications and transfers.
(d) Purchaser and Seller shall file the [**].
(e) Prior to the Closing, in addition to the documentation provided pursuant to Section 1.04, Seller shall, or shall cause its Affiliates to, make available in the Data Room copies of all documentatio...
Recordation and Transfer. Upon satisfaction of the conditions set ------------------------ forth in Section 7.2, Escrow Holder shall transfer the Property as follows:
7.3.1 Cause the Grant Deeds to be recorded with the Los Angeles County Recorder.
7.3.2 Deliver to Purchaser: (a) one (1) executed original of each Xxxx of Sale, (b) one (1) executed original of the Landlord Lease Assignment and Certification of Seller, (c) conformed copies of the recorded Grant Deeds, (d) all of the original executed (i) Landlord Estoppel Certificates and (ii) Landlord Consents and (e) the original Tenant Leases.
Recordation and Transfer. Upon satisfaction of the conditions set forth in Section 5.2 above, Escrow Holder shall transfer the Property as follows:
5.3.1 Cause the Deed (as such term is hereinafter defined) to be recorded with the County Clerk of Oklahoma County, Oklahoma;
5.3.2 Deliver to the parties entitled thereto the other Closing Documents;
5.3.3 Disburse all funds deposited with Escrow Holder by Buyer in payment of the Purchase Price for the Property to Seller pursuant to instructions to be delivered by Seller to Escrow Holder, less the amount of all items, costs and prorations chargeable to the account of Seller; and
5.3.4 Disburse the remaining balance of the funds deposited by Buyer to Buyer upon the Close of Escrow pursuant to instructions to be delivered by Buyer to Escrow Holder after all costs payable by Buyer pursuant to Section 12 below have been deducted.
Recordation and Transfer. Section 4.3.1 of the Purchase Agreement is hereby amended and restated as follows: “Cause the Deed (as such term is hereinafter defined) to be recorded with the Recorder’s Office of Fayette County, Kentucky” Accordingly, Section 5.1 of the Purchase Agreement is hereby revised to delete “delivery and acceptance of the Assignment” and insert in lieu thereof “recordation of the Deed”.
Recordation and Transfer. Upon satisfaction of the conditions set forth in Section 5.2 above, Escrow Holder shall transfer the Property as follows:
5.3.1 Cause the Warranty Deed (as such term is hereinafter defined) to be recorded with the Recorder's Office in Linn County, Iowa;
5.3.2 Deliver to the parties entitled thereto the other closing documents;
5.3.3 Disburse all funds deposited with Escrow Holder by Buyer in payment of the Purchase Price for the Property to Seller pursuant to instructions to be delivered by Seller to Escrow Holder, less the amount of all items, costs and prorations chargeable to the account of Seller; and
5.3.4 Disburse the remaining balance of the funds deposited by Buyer to Buyer upon the Close of Escrow pursuant to instructions to be delivered by Buyer to Escrow Holder after all costs payable by Buyer pursuant to Section 12 below have been deducted.
