Seller Closing Deliveries. No later than one (1) Business Day prior to the Closing Date for a Property, the applicable Seller shall, with respect to such Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items: 5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a Special Warranty Deed in the form attached as Exhibit B-1 (the “MD Deed”), subject to the Permitted Exceptions for such Properties. 5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached as Exhibit B-2 (the “TN Deed”), subject to the Permitted Exceptions for such Properties. 5.2.3 With respect to the Parktown Townhouses Property, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties. 5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property. 5.2.5 A Xxxx of Sale in the form attached as Exhibit C. 5.2.6 A General Assignment in the form attached as Exhibit D (the “General Assignment”). 5.2.7 An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”). 5.2.8 With respect to the Chimneys of Cradlerock Property, an Assignment of HAP Contract in the form attached hereto as Exhibit O (with such changes as may be required by HUD and DHCR) (the “Assignment of HAP Contract”) 5.2.9 Notification letters to all Tenants at such Property (the “Tenant Notification Letters”) prepared and executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after Closing. 5.2.10 The applicable Seller’s closing statement. 5.2.11 A title affidavit or an indemnity form reasonably acceptable to such Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment. 5.2.12 A certification of such Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 5.2.13 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction. 5.2.14 Updated Rent Rolls from each Seller effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Rolls shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.15 Updated Property Contracts Lists from each Seller effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts Lists shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1. 5.2.16 With respect to the Lazy Hollow Property, the Chimneys of Cradlerock Property and the Spyglass Property, a Land Instrument Intake Sheet. 5.2.17 With respect to the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5). 5.2.18 With respect to an Assumption Property, a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property. 5.2.19 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.
Appears in 5 contracts
Samples: Purchase and Sale Contract, Purchase and Sale Contract (Consolidated Capital Properties Iv), Purchase and Sale Contract (Shelter Properties Ii LTD Partnership)
Seller Closing Deliveries. No later than one (1) Business Day prior to the Closing Date for a PropertyDate, the applicable each Seller shall, with respect to such each Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items:
5.2.1 With respect to the Chimneys of Cradlerock Property(a) The Deed for such Seller’s Property (including, if applicable, the Lazy Hollow Property and the Spyglass Property, Deed to be transferred to a Special Warranty Deed Purpose Entity in the form attached as Exhibit B-1 (the “MD Deed”accordance with Section 6.7), subject to the Permitted Exceptions for such Properties.
5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached as Exhibit B-2 (the “TN Deed”), subject to the Permitted Exceptions for such Properties.
5.2.3 With respect to the Parktown Townhouses Property, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property.
5.2.5 b) A Xxxx of Sale in the form attached as Exhibit C.C for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7.
5.2.6 (c) A General Assignment in the form attached as Exhibit D (the “General Assignment”)) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7.
5.2.7 (d) An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”)) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7.
5.2.8 With respect to the Chimneys of Cradlerock Property, an Assignment of HAP Contract (e) A letter in the form attached hereto as Exhibit O (with G prepared by Purchaser and executed by each such changes as may be required by HUD and DHCR) (Seller, notifying each of the “Assignment of HAP Contract”)
5.2.9 Notification letters to all Tenants at such the applicable Property of the transfer of the Property to Purchaser (the “Tenant Notification LettersNotice”);
(f) prepared and A closing statement executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after Closingsuch Seller.
5.2.10 The applicable Seller’s closing statement.
5.2.11 (g) A title affidavit or at such Seller’s option an indemnity indemnity, as applicable, in the customary form reasonably acceptable to such Seller, which is sufficient Seller to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment.; provided that such affidavit does not subject such Seller to any greater liability, or impose any additional obligations, other than as set forth in this Agreement;
5.2.12 (h) A certification certificate duly executed by each Seller stating that each Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of such Seller’s non-foreign status pursuant to Section 1445 of 1980 and the Internal Revenue Code of 19861984 Tax Reform Act; provided, however, that if Seller is a disregarded entity for federal income tax purposes, the certificate shall be furnished by the person recognized as amended.the taxpayer for federal income tax purposes;
5.2.13 (i) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction.; and
5.2.14 Updated (j) An updated Rent Rolls from each Seller effective as of a date no more than three Roll;
(3k) Business Days prior If applicable and only with respect to the Closing DateRunaway Bay I, the Xxxxxx’x Pointe, and the Xxxx Bridge Crossing Properties, the Loan Documents to be executed by the applicable Seller (or such other AIMCO-affiliated entity as Sellers may select); provided, however, that the content of such updated Rent Rolls shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.and
5.2.15 Updated Property Contracts Lists from each Seller effective as of a date no more than three (3l) Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts Lists shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.16 With respect to the Lazy Hollow PropertyHibben Ferry I Apartments Property Closing, the Chimneys an assignment of Cradlerock Property and the Spyglass Property100% of such Seller’s ownership interests in Hibben Ferry Recreation, Inc., a Land Instrument Intake SheetSouth Carolina corporation.
5.2.17 With respect to the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5).
5.2.18 With respect to an Assumption Property, a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property.
5.2.19 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Davidson Income Real Estate Lp), Purchase and Sale Agreement (Shelter Properties Vi Limited Partnership), Purchase and Sale Agreement (Century Properties Growth Fund Xxii)
Seller Closing Deliveries. No later than one (1) Business Day prior to the Closing Date for a Property(unless another date is specifically prescribed by this Section 5.2), the applicable Seller shall, with respect to such Property to be conveyed by such Seller hereunder, shall deliver to Escrow Agent, each of the following items:
5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a (a) One (1) original Special Warranty Deed (the “Deed”), in the form attached hereto as Exhibit B-1 (the “MD DeedB”), subject to the Permitted Exceptions for such Propertiesand excluding all Pre-Disapproved Exceptions, executed by Seller.
5.2.2 With respect to (b) Two (2) originals of the Arbours Xxxx of Hermitage Property and the Hillmeade PropertySale, a Special Warranty Deed in the form attached hereto as Exhibit B-2 (the “TN DeedC”), subject to the Permitted Exceptions for such Propertiesexecuted by Seller.
5.2.3 With respect to (c) Two (2) originals of the Parktown Townhouses PropertyGeneral Assignment, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached hereto as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property.
5.2.5 A Xxxx of Sale in the form attached as Exhibit C.
5.2.6 A General Assignment in the form attached as Exhibit D D” (the “General Assignment”), executed by Seller.
5.2.7 An (d) Two (2) originals of the Assignment of Leases and Security Deposits Deposits, in the form attached hereto as Exhibit E “E” (the “Leases Assignment”), executed by Seller.
5.2.8 With respect (e) A notification letter to the Chimneys of Cradlerock Property, an Assignment of HAP Contract in the form attached hereto as Exhibit O (with such changes as may be required by HUD and DHCR) (the “Assignment of HAP Contract”)
5.2.9 Notification letters to all Tenants at such Property (the “Tenant Notification Letters”) prepared and executed by Seller in the form attached hereto as Exhibit G“F” (the “Tenant Notification Letter”), which shall be delivered to all Tenants executed by Seller immediately after ClosingSeller.
5.2.10 The applicable (f) A closing statement executed by Seller’s closing statement.
5.2.11 A title (g) Any other documents or agreements customarily required of a seller by the Title Company to issue the Title Policy (with the arbitration provision, the creditor’s rights exclusion and general exceptions deleted, including, without limitations any affidavit or an indemnity form reasonably acceptable to such Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy non-existence of parties in possession (other than Tenants under Leases disclosed on the most recent certified Rent Roll, as tenants only with no right of first refusal or any options to be issued pursuant to purchase all or any portion of the Property, and mechanics lien and any “gap” indemnity required by the Title CommitmentCompany).
5.2.12 (h) A certification of such Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.
5.2.13 (i) Resolutions, certificates of good standing, standing and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction.
5.2.14 Updated (j) An updated certified Rent Rolls from each Seller effective as Roll.
(k) Evidence of a date the termination (without penalty or liability to Purchaser) of all Terminated Contracts, no more later than three two (32) Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Rolls shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1Closing.
5.2.15 Updated Property Contracts Lists from each (l) A closing statement executed by Seller effective as of a date no more than three (3) Business Days prior pursuant to the Closing Date; provided, however, that the content terms of such updated Property Contracts Lists shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.15.4 below.
5.2.16 With respect to the Lazy Hollow Property, the Chimneys of Cradlerock Property and the Spyglass Property, a Land Instrument Intake Sheet.
5.2.17 With respect to the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5).
5.2.18 With respect to an Assumption Property, a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property.
5.2.19 Such m) Any other documents as are may be required by this Agreement or as may reasonably necessary be required to consummate the transactions herein contemplated in accordance with carry out the terms and intent of the Contractthis Agreement, provided that such documents do not increase Seller’s liability or result in a material expense to Seller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT, Inc.)
Seller Closing Deliveries. No later than one Sellers shall deliver (1) Business Day prior to the Closing Date for a Property, the applicable Seller shall, with respect to such Property or cause to be conveyed by such Seller hereunder, deliver delivered) to Escrow Agent, Agent each of the following itemsitems at or prior to the Closing:
5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass each Property, a Special Warranty Deed Deed, in the form attached as Exhibit B-1 (C-1 or C-2, as applicable, executed by the “MD Deed”)applicable Seller, subject to with Purchaser or the Permitted Exceptions for such Properties.applicable Designee, if applicable, as grantee;
5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade each Property, a Special Warranty Deed Xxxx of Sale, in the form attached as Exhibit B-2 (D, executed by the “TN Deed”)applicable Seller for the benefit of Purchaser or the applicable Designee, subject to the Permitted Exceptions for such Properties.if applicable;
5.2.3 With respect to the Parktown Townhouses each Property, the Westway Village Property an Assignment and the Xxxxx Assumption of Inverness PropertyLeases, a Special Warranty Deed in the form attached as Exhibit B-3 E, executed by the applicable Seller, with Purchaser and the applicable Designee, if applicable, as the counterparty (the each, an “TX DeedAssignment and Assumption of Leases”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase each Property, a Special Warranty Deed General Assignment and Assumption Agreement, in the form attached as Exhibit B-4 F, executed by the applicable Seller, with Purchaser and the applicable Designee, if applicable, as the counterparty (each, a “General Assignment and Assumption”);
5.2.5 The Closing Certificate executed by Sellers;
5.2.6 Sellers’ counterpart signature to the closing statement prepared by Escrow Agent which shall include the applicable prorations and adjustments calculated in accordance with the terms of this Agreement (the “VA DeedClosing Statement”), subject to the Permitted Exceptions for such Property.
5.2.5 A Xxxx of Sale in the form attached as Exhibit C.
5.2.6 A General Assignment in the form attached as Exhibit D (the “General Assignment”).;
5.2.7 An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”).
5.2.8 With respect to the Chimneys of Cradlerock Property, an Assignment of HAP Contract in the form attached hereto as Exhibit O (with such changes as may be required by HUD and DHCR) (the “Assignment of HAP Contract”)
5.2.9 Notification letters to all Tenants at such Property (the “Tenant Notification Letters”) prepared and executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after Closing.
5.2.10 The applicable Seller’s closing statement.
5.2.11 A title affidavit or an indemnity form reasonably acceptable to such each Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment.
5.2.12 A a certification of such Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code Code, in the form attached as Exhibit H, executed by such Seller (each, a “FIRPTA Affidavit”);
5.2.8 With respect to each Property, a customary form of 1986owner’s title affidavit, as amended.executed by the applicable Seller;
5.2.13 Resolutions5.2.9 With respect to each Property, any applicable Transfer Tax Forms, and with respect to each Property other than the Regency Property, an Affidavit of Consideration for Use by Seller (Form RTF-1) and a Seller’s Residency Certification/Exemption Form (Form GIT/REP-3), in each case executed by the applicable Seller (if applicable);
5.2.10 With respect to each Seller, resolutions, certificates of good standing, standing and such other organizational documents as the Title Insurer shall Company may reasonably require evidencing to evidence such Seller’s authority to consummate this transaction.the Transactions;
5.2.14 Updated 5.2.11 A true, correct and complete copy of an updated Rent Rolls from Roll, security deposit list and an aged receivables report, each Seller effective as of a date that is no more earlier than three (3) Business Days prior to the last day of the month preceding the month in which the Closing Date; provided, however, Date occurs;
5.2.12 Reasonable evidence that (i) the content of such updated Rent Rolls shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.15 Updated Property Contracts Lists from each Seller effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts Lists shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.16 With Management Agreements have been terminated with respect to the Lazy Hollow Property, the Chimneys of Cradlerock each Property and the Spyglass Property, a Land Instrument Intake Sheet.(ii) each Service Contract required to be terminated by Sellers pursuant to Section 3.3 has been terminated;
5.2.17 With respect 5.2.13 Any transfer documents required to the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5).
5.2.18 With respect be executed and delivered pursuant to an Assumption Property, a countersigned counterpart of an assumption agreement any Permitted Exceptions in connection with the Loan Assumption Transactions;
5.2.14 The applicable Seller shall join with Purchaser to execute a notice in form and Release content reasonably satisfactory to Purchaser and Sellers which Purchaser shall send to each tenant under each of the Leases informing such tenant of the sale of the applicable Apartment Complex and of the assignment to Purchaser of such Seller’s interest in, and obligations under, the Leases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing under each such Lease shall be paid as set forth in the notice;
5.2.15 With respect to each Property (other than the Regency Property), (i) a notification by the applicable Seller to the New Jersey Department of Community Affairs (Division of Codes and Standards, Bureau of Housing Inspection) advising of the sale on the Closing Date of the applicable Apartment Complex by such Seller to Purchaser and (ii) a copy of the most recent Certificate of Inspection (Green Card) in respect of such Property and the Certificate of Registration for such Assumption Property.Property issued by the New Jersey Department of Community Affairs and
5.2.19 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms 5.2.16 Tenant files and copies of the ContractAssumption Loan Documents to the extent in Sellers’ possession.
Appears in 1 contract
Samples: Purchase and Sale Agreement (First Real Estate Investment Trust of New Jersey)
Seller Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a PropertyDate, the applicable each Seller shall, with respect to such each Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items:
5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a Special Warranty Deed (the “Deed”) in the form attached as Exhibit B-1 (the “MD Deed”)B to Purchaser, subject to the Permitted Exceptions for such PropertiesExceptions.
5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached as Exhibit B-2 (the “TN Deed”), subject to the Permitted Exceptions for such Properties.
5.2.3 With respect to the Parktown Townhouses Property, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property.
5.2.5 A Xxxx of Sale in the form attached as Exhibit C.
5.2.6 5.2.3 A General Assignment in the form attached as Exhibit D (the “General Assignment”).
5.2.7 5.2.4 An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”).
5.2.8 With respect 5.2.5 The Vendor Terminations, forms of which have been delivered to Seller prior to the Chimneys expiration of Cradlerock Propertythe Feasibility Period, an Assignment of HAP Contract in the form attached hereto as Exhibit O (with such changes as may be required by HUD and DHCR) (the “Assignment of HAP Contract”)
5.2.9 Notification letters to all Tenants at such Property (the “Tenant Notification Letters”) prepared and executed by Seller in the form attached hereto as Exhibit G, which Seller. Purchaser shall be delivered responsible for delivering the Vendor Terminations to all Tenants by Seller immediately the vendors promptly after the Closing.
5.2.10 5.2.6 The applicable Seller’s closing statement.
5.2.11 5.2.7 A title affidavit or an indemnity form reasonably acceptable to such Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment.
5.2.12 5.2.8 A certification of such Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.
5.2.13 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction.
5.2.14 5.2.10 Updated Rent Rolls from each Seller effective as of a date no more than three (3) 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Rolls shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.15 5.2.11 Updated Property Contracts Lists from each Seller effective as of a date no more than three (3) 3 Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts Lists shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.16 With respect to the Lazy Hollow Property, the Chimneys of Cradlerock Property and the Spyglass Property, a Land Instrument Intake Sheet.
5.2.17 With respect to the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5).
5.2.18 With respect to an Assumption Property, a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property.
5.2.19 5.2.12 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the this Contract.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Seller Closing Deliveries. No later than one At Closing, Seller shall deliver the following (1) Business Day prior duly executed by or on behalf of Seller and, if appropriate, acknowledged or notarized):
13.2.1 A notice of transfer of the Real Property addressed to the Closing Date for a Property, the applicable Seller shall, with respect to such Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each tenants under any Leases in effect as of the following items:Closing Date, in substantially the form of Exhibit “C” or such other form as may be required by applicable law (“Notice to Tenants”).
5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a 13.2.2 A Special Warranty Deed in substantially the form attached as of Exhibit B-1 “D” (the “MD Deed”), subject to the Permitted Exceptions for such Properties.
5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached as Exhibit B-2 (the “TN Deed”), subject to the Permitted Exceptions for such Properties.
5.2.3 With respect to the Parktown Townhouses Property, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property.
5.2.5 13.2.3 A Xxxx of Sale in substantially the form attached as of Exhibit C.
5.2.6 A General Assignment in the form attached as Exhibit D “E” (the “General AssignmentXxxx of Sale”).
5.2.7 13.2.4 An Assignment of Leases and Security Deposits Assumption Agreement in substantially the form attached as of Exhibit E “F” (the “Leases AssignmentAssignment and Assumption Agreement”).
5.2.8 With respect 13.2.5 An Owner Affidavit and Lien Waiver to the Chimneys Title Insurance Company, the terms of Cradlerock Property, an Assignment of HAP Contract in the form attached hereto as Exhibit O (with such changes as may be required by HUD and DHCR) (the “Assignment of HAP Contract”)
5.2.9 Notification letters to all Tenants at such Property (the “Tenant Notification Letters”) prepared and executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after Closingat the sole and absolute discretion of Seller.
5.2.10 The applicable Seller’s closing statement.
5.2.11 13.2.6 A title affidavit or an indemnity form reasonably acceptable to such Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment.
5.2.12 A certification calculation of such Seller’s non-foreign status required withholdings pursuant to Section 1445 1445(a) and (f)(3) of the Internal Revenue Code of 1986, as amended, which affidavit shall be in such form as may be prescribed by federal regulations and as approved by Seller’s accountants and Buyer.
5.2.13 Resolutions, certificates of good standing, and such other organizational documents 13.2.7 A Tenant Estoppel Certificate in substantially the form attached hereto as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction.
5.2.14 Updated Rent Rolls from each Seller effective as of a date no more than three Exhibit “H” (3) Business Days prior to the Closing Date“Tenant Estoppel”); provided, however, that the content of such updated Rent Rolls Seller’s failure to do so shall: (i) not constitute a default but shall in no event expand or modify the conditions be a condition to PurchaserBuyer’s obligation to close as specified under Section 8.1set forth herein and (ii) only entitle Buyer to the return of its Deposit should Buyer terminate this Agreement.
5.2.15 Updated Property Contracts Lists from each Seller effective 13.2.8 An Estoppel Certificate in substantially the form attached hereto as of a date no more than three Exhibit “I” (3) Business Days prior to the Closing Date“IBPA Estoppel Certificate”); provided, however, that the content of such updated Property Contracts Lists Seller’s failure to do so shall: (i) not constitute a default but shall in no event expand or modify the conditions be a condition to PurchaserBuyer’s obligation to close as specified under Section 8.1set forth herein and (ii) only entitle Buyer to the return of its Deposit should Buyer terminate this Agreement.
5.2.16 With respect to 13.2.9 A Settlement statement prepared by Escrow Agent showing all of the Lazy Hollow Propertypayments, adjustments and prorations provided for in Section 14 of this Agreement or otherwise agreed upon by Seller and Buyer (the Chimneys of Cradlerock Property and the Spyglass Property, a Land Instrument Intake Sheet.
5.2.17 With respect to the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5“Settlement Statement”).
5.2.18 With respect 13.2.10 As to any warranties for materials and workmanship (e.g. roof, HVAC, parking lot-including by way of illustration and not limitation, the roof warranty for materials and workmanship), if any in Seller’s possession or control, copies thereof and, to the extent assignable, an original transfer of such warranties assented to by the material and/or service provider.
13.2.11 Originals (or if originals are not available, complete copies) within possession of all Leases, Licenses, Contracts and Permits and tenant correspondence files (except to the extent subject to an Assumption Propertyattorney-client privilege) and copies of any keys to any and all improvements in the possession or subject to the control of seller, a countersigned counterpart of an assumption agreement in connection with including, without limitation, master keys as well as combinations, card keys and cards for the Loan Assumption and Release for such Assumption Propertysecurity systems, if any.
5.2.19 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Seller Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a PropertyDate, the applicable Seller shall, with respect to such Property to be conveyed by such Seller hereunder, shall deliver to Escrow Agent, each of the following items:
5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a Special Warranty Deed (the "Deed") in the form attached as Exhibit B-1 (the “MD Deed”)B to Purchaser, subject to the Permitted Exceptions for such PropertiesExceptions, and the requisite Affidavit of Real Property Value in the standard form required in the State of Arizona to be prepared by Escrow Agent.
5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached as Exhibit B-2 (the “TN Deed”), subject to the Permitted Exceptions for such Properties.
5.2.3 With respect to the Parktown Townhouses Property, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property.
5.2.5 A Xxxx of Sale in the form attached as Exhibit C.
5.2.6 5.2.3 A General Assignment in the form attached as Exhibit D (the “"General Assignment”").
5.2.7 5.2.4 An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “"Leases Assignment”").
5.2.8 With respect to the Chimneys of Cradlerock Property, an Assignment of HAP Contract 5.2.5 A letter in the form attached hereto as Exhibit O F prepared by Purchaser and countersigned by Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (with subject to any delay in the effectiveness of such changes as may be required by HUD and DHCRtermination pursuant to the express terms of each applicable Terminated Contract) (the “Assignment of HAP Contract”"Vendor Terminations").
5.2.9 Notification letters to all Tenants at such Property (the “Tenant Notification Letters”) prepared and 5.2.6 A closing statement executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after ClosingSeller.
5.2.10 The applicable Seller’s closing statement.
5.2.11 5.2.7 A title affidavit or at Seller's option an indemnity indemnity, as applicable, in the customary form reasonably acceptable to such Seller, which is sufficient Seller to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment.; provided that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Contract; and
5.2.12 5.2.8 A certification of such Seller’s 's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.
5.2.13 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s 's authority to consummate this transaction.
5.2.14 Updated 5.2.10 An updated Rent Rolls from each Seller effective as of a date no more than three (3) Business Days prior to Roll reflecting the Closing Dateinformation required in Section 3.5.3; provided, however, that the content of such updated Rent Rolls Roll shall in no event expand or modify the conditions to Purchaser’s 's obligation to close as specified under Section 8.1.
5.2.15 Updated Property Contracts Lists from each Seller effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts Lists shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.16 With respect to the Lazy Hollow Property, the Chimneys of Cradlerock Property and the Spyglass Property, a Land Instrument Intake Sheet.
5.2.17 With respect to the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5).
5.2.18 With respect to an Assumption Property, a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property.
5.2.19 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.
Appears in 1 contract
Samples: Purchase and Sale Contract (VMS National Properties Joint Venture)
Seller Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a PropertyDate, the applicable Seller shall, with respect to such the Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items:
5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a A signed Special Warranty Deed (the “Deed”) in the form attached as Exhibit B-1 (the “MD Deed”)B to Purchaser, subject to the Permitted Exceptions for such PropertiesExceptions.
5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached as Exhibit B-2 (the “TN Deed”), subject to the Permitted Exceptions for such Properties.
5.2.3 With respect to the Parktown Townhouses Property, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property.
5.2.5 A signed Xxxx of Sale in the form attached as Exhibit C.
5.2.6 5.2.3 A signed General Assignment in the form attached as Exhibit D D, (the “General Assignment”).
5.2.7 An 5.2.4 A signed Assignment of Leases and Security Deposits in the form attached as Exhibit E E, (the “Leases Assignment”).
5.2.8 With respect to the Chimneys of Cradlerock Property, an Assignment of HAP Contract 5.2.5 A letter in the form attached hereto as Exhibit O F prepared and signed by Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (with subject to any delay in the effectiveness of such changes as may be required by HUD and DHCRtermination pursuant to the express terms of each applicable Terminated Contract) (the “Assignment of HAP ContractVendor Terminations”).
5.2.9 Notification letters to all Tenants at such Property (the “Tenant Notification Letters”) prepared and 5.2.6 A closing statement executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after ClosingSeller.
5.2.10 The applicable Seller’s closing statement.
5.2.11 5.2.7 A signed title affidavit or at Seller’s option an indemnity indemnity, as applicable, in the customary form reasonably acceptable to such Seller, which is sufficient Seller to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment.;
5.2.12 5.2.8 A signed certification of such Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.;
5.2.13 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction.;
5.2.14 Updated Rent Rolls from each 5.2.10 Notification letters to all Tenants at the Property prepared by Purchaser and countersigned by Seller effective in the form attached hereto as Exhibit G;
5.2.11 Evidence of a date no more than three (3) Business Days prior Seller’s termination of the existing management contract for the Property;
5.2.12 Any declaration or other statement which may be required to be submitted to the Closing Datelocal assessor with respect to the terms of the sale of the Property, if applicable to Seller; and
5.2.13 An updated Rent Roll for the Property reflecting the information required in Section 3.5.1; provided, however, that the content of such updated Rent Rolls shall in no event expand or modify the conditions to Purchaser’s 's obligation to close as specified under Section 8.1.
5.2.15 Updated Property Contracts Lists from each Seller effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts Lists shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.16 With respect to the Lazy Hollow Property, the Chimneys of Cradlerock Property and the Spyglass Property, a Land Instrument Intake Sheet.
5.2.17 With respect to the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5).
5.2.18 With respect to an Assumption Property, a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property.
5.2.19 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties)
Seller Closing Deliveries. No In addition to the Deeds (which will already be in Escrow Agent’s possession under the terms of Section 6.1.1, except as otherwise stated below), no later than one (1) Business Day prior to the Closing Date for a PropertyDate, the applicable each Seller shall, with respect to such each Property to be conveyed by such Seller hereunder, deliver to Escrow Agent, each of the following items:
5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a Special Warranty Deed in the form attached as Exhibit B-1 (the “MD Deed”), subject to the Permitted Exceptions for such Properties.
5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached as Exhibit B-2 (the “TN Deed”), subject to the Permitted Exceptions for such Properties.
5.2.3 With respect to the Parktown Townhouses Property, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property.
5.2.5 a) A Xxxx Bill of Sale in the form attached as Exhibit C.C for each of the Properties that are not being transferred to a Special Purpose Entity in accorxxxxe with Section 6.7.
5.2.6 (b) A General Assignment in the form attached as Exhibit D (the “General Assignment”)) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7.
5.2.7 (c) An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”)) for each of the Properties that are not being transferred to a Special Purpose Entity in accordance with Section 6.7.
5.2.8 With respect to the Chimneys of Cradlerock Property, an Assignment of HAP Contract (d) A letter in the form attached hereto as Exhibit O (with G prepared by Purchaser and executed by each such changes as may be required by HUD and DHCR) (Seller, notifying each of the “Assignment of HAP Contract”)
5.2.9 Notification letters to all Tenants at such the applicable Property of the transfer of the Property to Purchaser (the “Tenant Notification LettersNotice”);
(e) prepared and A closing statement executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after Closingsuch Seller.
5.2.10 The applicable Seller’s closing statement.
5.2.11 (f) A title affidavit or at such Seller’s option an indemnity indemnity, as applicable, in the customary form reasonably acceptable to such Seller, which is sufficient Seller to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Agreement (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment.; provided that such affidavit does not subject such Seller to any greater liability, or impose any additional obligations, other than as set forth in this Agreement;
5.2.12 (g) A certification certificate duly executed by each Seller stating that each Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of such Seller’s non-foreign status pursuant to Section 1445 of 1980 and the Internal Revenue Code of 19861984 Tax Reform Act; provided, however, that if Seller is a disregarded entity for federal income tax purposes, the certificate shall be furnished by the person recognized as amended.the taxpayer for federal income tax purposes; and
5.2.13 (h) Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction.
5.2.14 Updated Rent Rolls from each Seller effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Rolls shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.15 Updated Property Contracts Lists from each Seller effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts Lists shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.16 With respect to the Lazy Hollow Property, the Chimneys of Cradlerock Property and the Spyglass Property, a Land Instrument Intake Sheet.
5.2.17 With respect to the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5).
5.2.18 With respect to an Assumption Property, a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property.
5.2.19 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Consolidated Capital Properties Iv)
Seller Closing Deliveries. No later than one (1) Business Day prior to the Closing Date for a PropertyDate, the applicable Seller shall, with respect to such Property to be conveyed by such Seller hereunder, shall deliver to Escrow Agent, each of the following itemsitems duly executed by Seller and, as applicable, attested and acknowledged in accordance with applicable Georgia recording requirements:
5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a Special A Limited Warranty Deed (the “Deed”) in the form attached as Exhibit B-1 (the “MD Deed”)B to Purchaser, subject to the Permitted Exceptions for such PropertiesExceptions. Additionally, if Purchaser’s survey of the Property yields a legal description thereof that differs from that set forth on Exhibit A attached hereto, a quitclaim deed without warranty of any kind in Georgia recordable form to the Property, which quitclaim deed attaches the legal description of the Property taken from Purchaser’s survey.
5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached as Exhibit B-2 (the “TN Deed”), subject to the Permitted Exceptions for such Properties.
5.2.3 With respect to the Parktown Townhouses Property, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property.
5.2.5 A Xxxx Bill of Sale in the form attached as Exhibit C.
5.2.6 5.2.3 A General Assignment in the form attached as Exhibit D (the “General Assignment”).
5.2.7 5.2.4 An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”).
5.2.8 With respect 5.2.5 Notification letters (the “Vendor Notices”) (i) to the Chimneys of Cradlerock Propertyeach vendor under any Terminated Contract, an Assignment of HAP Contract in the form attached hereto as Exhibit O F-1, and (with such changes as may be required by HUD and DHCRii) (the “Assignment of HAP to each vendor under any Assumed Contract”)
5.2.9 Notification letters to all Tenants at such Property (the “Tenant Notification Letters”) prepared and executed by Seller , in the form attached hereto as Exhibit GF-2, in each case, which shall be delivered Seller (or at Seller’s direction, Escrow Agent) shall, at Seller’s sole cost and expense, deliver to all Tenants by Seller immediately after Closingeach vendor.
5.2.10 The applicable 5.2.6 Seller’s counterpart signature to the closing statementstatement prepared by Title Insurer.
5.2.11 5.2.7 A title affidavit in form attached hereto as Exhibit I; provided however, that Seller shall not be obligated to provide a title affidavit or an indemnity form reasonably acceptable to such Seller, which is sufficient to enable Title Insurer to delete addressing the standard pre-printed exceptions related to the title insurance policy Survey if Purchaser has not provided a new or updated Survey to be issued pursuant to the Title CommitmentInsurer as referenced in Section 4.2.
5.2.12 5.2.8 A certification of such Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.
5.2.13 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction.
5.2.14 Updated 5.2.10 An updated Rent Rolls from each Seller Roll effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Rolls Roll shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.15 Updated 5.2.11 An updated Property Contracts Lists from each Seller List effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts Lists List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.16 With respect 5.2.12 Notification letters to all Tenants at the Property prepared by Purchaser in the form attached hereto as Exhibit G (collectively, the “Tenant Notifications”), and upon Seller’s reasonable approval, executed and delivered by Seller to Escrow Agent.
5.2.13 Evidence of the termination of the Property Management Agreement, together with a commercial broker affidavit and xxxx xxxxxx executed by Property Manager and waiving any lien rights of Property Manager in and against the Property under O.C.G.A. §§ 00-00-000, et seq.
5.2.14 Either (i) an affidavit of Seller’s residency required by the laws of the State of Georgia (or the residency of Seller’s regarded taxpayer parent, if Seller is a “disregarded entity” for federal income tax purposes) certifying that Seller is a resident or deemed resident of the State of Georgia under O.C.G.A. § 48-7-128, or (ii) an Affidavit of Seller’s Gain, and, if applicable, a related Certificate of Seller’s Exemption (and the sum to be remitted to the Lazy Hollow PropertyState of Georgia based upon the Affidavit of Seller’s Gain, if applicable, will be withheld from the Chimneys of Cradlerock Property Purchase Price proceeds and the Spyglass Property, a Land Instrument Intake Sheet.
5.2.17 With respect deposited with Escrow Agent at Closing for Escrow Agent to remit to the Hunter’s Chase PropertyState of Georgia) but if Seller cannot meet the requirements of either (i) or (ii) above, a Virginia Department an amount equal to three percent (3%) of Taxation Nonresident Real Property Owner Registration (Form R-5).
5.2.18 With respect the Purchase Price shall be withheld from the Purchase Price proceeds and deposited with Escrow Agent for Escrow Agent to an Assumption Property, a countersigned counterpart remit to the State of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property.
5.2.19 Such other documents as are reasonably necessary to consummate the transactions herein contemplated Georgia in accordance with the terms O.C.G.A. § 48-7-128 et seq..
5.2.15 (i) Evidence of the Contracttermination of the existing management agreement between the Association and [omitted] currently managing the property owned by the Association, and (ii) evidence of the resignation of any current directors, officers, and committee members of the Association appointed by or affiliated with Seller.
5.2.16 A quit claim assignment, in recordable form and otherwise in form and substance reasonably satisfactory to Purchaser and Seller, of Seller’s rights under the Declaration;
Appears in 1 contract
Samples: Purchase and Sale Agreement (Cohen & Steers Income Opportunities REIT, Inc.)
Seller Closing Deliveries. No later than one (1) Business Day prior Seller shall execute and deliver to the Closing Date for a Property, the applicable Seller shall, with respect to such Property Title Company (or cause to be conveyed by such Seller hereunder, deliver delivered to Escrow Agent, the Title Company) each of the following itemsitems on or prior to the Scheduled Closing Date:
5.2.1 With respect to the Chimneys A duly executed and acknowledged Assignment and Assumption of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a Special Warranty Deed Ground Lease in the form attached as Exhibit B-1 B (the “MD DeedGround Lease Assignment”), subject to the Permitted Exceptions for such Properties.
5.2.2 With respect to A Bill of Sale for the Arbours benefit of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached as Exhibit B-2 (the “TN Deed”Purchaser or Purchaser’s designee(s), subject to the Permitted Exceptions for such Properties.
5.2.3 With respect to the Parktown Townhouses Property, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property.
5.2.5 A Xxxx of Sale in the form attached as Exhibit C.
5.2.6 5.2.3 A General Assignment general assignment to Purchaser or Purchaser’s designee(s), in the form attached as Exhibit D (the “General Assignment”).
5.2.7 An Assignment of Leases and Security Deposits 5.2.4 A certificate in the form attached as of Exhibit E attached hereto (the a “Leases AssignmentBring-Down Certificate”).
5.2.8 With respect 5.2.5 Seller’s counterpart signature to the Chimneys closing statement prepared by the Title Company, which shall include the prorations, credits and adjustments calculated in accordance with the terms of Cradlerock Property, an Assignment of HAP Contract this Agreement (the “Closing Statement”).
5.2.6 A title affidavit substantially in the form attached hereto as Exhibit O (with such changes as may be required by HUD and DHCR) I (the “Assignment of HAP ContractTitle Affidavit”)
5.2.9 Notification letters to all Tenants at such Property (the “Tenant Notification Letters”) prepared and executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after Closing.
5.2.10 The applicable Seller’s closing statement.
5.2.11 A title affidavit or an indemnity form reasonably acceptable to such Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Commitment.
5.2.12 5.2.7 A certification of such Seller’s regarded owner’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code in the form of 1986, as amendedExhibit F attached hereto.
5.2.13 5.2.8 Resolutions, certificates of good standing, and such other organizational documents as the Title Insurer Company shall reasonably require evidencing such Seller’s authority to consummate this transactionthe Transaction.
5.2.14 Updated Rent Rolls from each Seller 5.2.9 An updated Property Contracts List effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Rolls shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.15 Updated Property Contracts Lists from each 5.2.10 An estoppel duly executed and delivered by Ground Landlord in substantially the form of Exhibit J attached hereto (the “Ground Lease Estoppel”), with such revisions thereto as may be made by Ground Landlord (unless such revisions allege a default of Seller effective under the Ground Lease or disclose a fact that is materially inconsistent with Seller’s representations and warranties made in this Agreement), and with such changes as of a date no more than three (3) Business Days prior may be required to the Closing Date; provided, however, that the content of such updated Property Contracts Lists shall place same in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1recordable form.
5.2.16 With respect to the Lazy Hollow Property, the Chimneys of Cradlerock Property and the Spyglass Property5.2.11 If elected by Xxxxxxxxx, a Land Instrument Intake Sheet.
5.2.17 With respect duly executed Transition Services Agreement in form and substance reasonably acceptable to Seller and Purchaser providing for a post-Closing cooperation period for sixty (60) days and commercially reasonable compensation to Seller (the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5“Transition Services Agreement”).
5.2.18 With respect 5.2.12 A duly executed Holdback Escrow Agreement in furtherance of Section 2.4 in form and substance reasonably acceptable to an Assumption PropertySeller and Purchaser (the “Holdback Escrow Agreement”). All Purchaser designees pursuant to Section 5.2.1 through Section 5.2.4, a countersigned counterpart inclusive, shall be Affiliates of an assumption agreement in connection with the Loan Assumption and Release for such Assumption PropertyPurchaser.
5.2.19 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Applied Digital Corp.)
Seller Closing Deliveries. No later than one (1) Business Day On or prior to the Closing Date for a PropertyDate, the applicable Seller shall, with respect to such Property to be conveyed by such Seller hereunder, shall deliver to Escrow Agent, each of the following items:
5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a (a) One (1) original Special Warranty Deed (the “Deed”), in the form attached hereto as Exhibit B-1 “B”, subject only to the Permitted Exceptions, executed by Seller.
(b) One (1) original Xxxx of Sale (the “MD DeedXxxx of Sale”), subject to the Permitted Exceptions for such Properties.
5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached hereto as Exhibit B-2 (the “TN Deed”), subject to the Permitted Exceptions for such PropertiesC” executed by Seller.
5.2.3 With respect to (c) Two (2) originals of the Parktown Townhouses PropertyGeneral Assignment, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed substantially in the form attached hereto as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property.
5.2.5 A Xxxx of Sale in the form attached as Exhibit C.
5.2.6 A General Assignment in the form attached as Exhibit D D” (the “General Assignment”), executed by Seller.
5.2.7 An (d) Two (2) originals of the Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”).
5.2.8 With respect to the Chimneys of Cradlerock PropertyLease, an Assignment of HAP Contract substantially in the form attached hereto as Exhibit O (with such changes as may be required by HUD and DHCR) “E” (the “Assignment of HAP ContractLease Assignment”), executed by Seller.
5.2.9 Notification letters (e) A notification letter to all Tenants at such Property (the “Tenant Notification Letters”) prepared and executed by Seller substantially in the form attached hereto as Exhibit G“F” (the “Tenant Notification Letter”), which shall be delivered to all Tenants executed by Seller immediately after ClosingSeller.
5.2.10 The applicable Seller’s closing statement(f) One (1) original Tenant Estoppel Certificate (as defined below), in the form permitted pursuant to Section 7.1 below, signed by Tenant.
5.2.11 (g) A closing statement executed by Seller.
(h) A title affidavit or or, at Seller’s option an indemnity indemnity, as applicable, in the customary form reasonably acceptable to such Seller, which is sufficient Seller to enable Title Insurer to delete or modify the standard preStandard Exceptions (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-printed exceptions to the title insurance policy Closing) to be issued pursuant to the Title Commitment; provided, however, that such affidavit does not impose any additional obligations, in any material respect, on Seller other than as set forth in this Agreement.
5.2.12 (i) A certification of such Seller’s non-foreign status pursuant to Section 1445 of the Internal internal Revenue Code of 1986, as amended.
5.2.13 (j) Resolutions, certificates of good standing, standing and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate this transaction.
5.2.14 Updated Rent Rolls from each Seller effective as of a date no more than three (3k) Business Days prior to the Closing Date; provided, however, Evidence that the content of such updated Rent Rolls shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1Terminated Contracts have been terminated.
5.2.15 Updated Property Contracts Lists from each Seller effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts Lists shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.16 With respect to the Lazy Hollow Property, the Chimneys of Cradlerock Property and the Spyglass Property, a Land Instrument Intake Sheet.
5.2.17 With respect to the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5).
5.2.18 With respect to an Assumption Property, a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property.
5.2.19 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Gc Net Lease Reit, Inc.)
Seller Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a PropertyDate, the applicable Seller shall, with respect to such Property to be conveyed by such Seller hereunder, shall deliver to Escrow Agent, each of the following items:
5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a Special Limited Warranty Deed (the "Deed") in the form attached as Exhibit B-1 (the “MD Deed”)B to Purchaser, subject to the Permitted Exceptions for such PropertiesExceptions.
5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached as Exhibit B-2 (the “TN Deed”), subject to the Permitted Exceptions for such Properties.
5.2.3 With respect to the Parktown Townhouses Property, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property.
5.2.5 A Xxxx of Sale in the form attached as Exhibit C.
5.2.6 5.2.3 A General Assignment in the form attached as Exhibit D (the “"General Assignment”").
5.2.7 5.2.4 An Assignment of Leases and Security Deposits in the form attached as Exhibit E (the “"Leases Assignment”").
5.2.8 With respect to the Chimneys of Cradlerock Property, an Assignment of HAP Contract 5.2.5 A letter in the form attached hereto as Exhibit O F prepared by Purchaser and countersigned by Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (with subject to any delay in the effectiveness of such changes as may be required by HUD and DHCRtermination pursuant to the express terms of each applicable Terminated Contract) (the “Assignment of HAP Contract”"Vendor Terminations").
5.2.9 Notification letters to all Tenants at such Property (the “Tenant Notification Letters”) prepared and 5.2.6 A closing statement executed by Seller in the form attached hereto as Exhibit G, which shall be delivered to all Tenants by Seller immediately after ClosingSeller.
5.2.10 The applicable Seller’s closing statement.
5.2.11 5.2.7 A title affidavit or at Seller's option an indemnity indemnity, as applicable, in the customary form reasonably acceptable to such Seller, which is sufficient Seller to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment.; provided that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Contract; and
5.2.12 5.2.8 A certification of such Seller’s 's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.
5.2.13 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s 's authority to consummate this transaction.
5.2.14 Updated 5.2.10 An updated Rent Rolls from each Seller effective as of a date no more than three (3) Business Days prior to Roll reflecting the Closing Dateinformation required in Section 3.5.3; provided, however, that the content of such updated Rent Rolls Roll shall in no event expand or modify the conditions to Purchaser’s obligation 's obligations to close as specified under Section 8.1.
5.2.15 Updated Property Contracts Lists from each Seller effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Property Contracts Lists shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.16 With respect to the Lazy Hollow Property, the Chimneys of Cradlerock Property and the Spyglass Property, a Land Instrument Intake Sheet.
5.2.17 With respect to the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5).
5.2.18 With respect to an Assumption Property, a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property.
5.2.19 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the Contract.
Appears in 1 contract
Samples: Purchase and Sale Contract (VMS National Properties Joint Venture)
Seller Closing Deliveries. No later than one (1) 1 Business Day prior to the Closing Date for a PropertyDate, the applicable Seller shall, with respect to such Property to be conveyed by such Seller hereunder, shall deliver to Escrow Agent, each of the following items:
5.2.1 With respect to the Chimneys of Cradlerock Property, the Lazy Hollow Property and the Spyglass Property, a Special Warranty Deed (the “Deed”) in the form attached as Exhibit B-1 (the “MD Deed”)B to Purchaser, subject to the Permitted Exceptions for such PropertiesExceptions.
5.2.2 With respect to the Arbours of Hermitage Property and the Hillmeade Property, a Special Warranty Deed in the form attached as Exhibit B-2 (the “TN Deed”), subject to the Permitted Exceptions for such Properties.
5.2.3 With respect to the Parktown Townhouses Property, the Westway Village Property and the Xxxxx of Inverness Property, a Special Warranty Deed in the form attached as Exhibit B-3 (the “TX Deed”), subject to the Permitted Exceptions for such Properties.
5.2.4 With respect to the Hunter’s Chase Property, a Special Warranty Deed in the form attached as Exhibit B-4 (the “VA Deed”), subject to the Permitted Exceptions for such Property.
5.2.5 A Xxxx of Sale in the form attached as Exhibit C.
5.2.6 5.2.3 A General Assignment and Assumption in the form attached as Exhibit D (the “General Assignment”).
5.2.7 5.2.4 An Assignment and Assumption of Leases and Security Deposits in the form attached as Exhibit E (the “Leases Assignment”).
5.2.8 With respect to the Chimneys of Cradlerock Property, an Assignment of HAP Contract 5.2.5 A letter in the form attached hereto as Exhibit O F prepared by Purchaser and countersigned by Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (with subject to any delay in the effectiveness of such changes as may be required by HUD and DHCRtermination pursuant to the express terms of each applicable Terminated Contract) (the “Assignment of HAP Contract“ Vendor Terminations”).
5.2.9 Notification letters 5.2.6 A notification letter to all Tenants at such Property (the ““ Tenant Notification LettersNotification”) prepared and executed by Seller in the form attached hereto as Exhibit G, prepared by Seller and executed by Seller and Purchaser, which Tenant Notification shall be delivered to all Tenants by Seller Purchaser immediately after Closing.
5.2.10 The applicable 5.2.7 A closing statement executed by Seller’s closing statement.
5.2.11 5.2.8 A title affidavit or at Seller’s option an indemnity indemnity, as applicable, in the customary form reasonably acceptable to such Seller, which is sufficient Seller to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy set forth in this Contract (other than matters constituting any Permitted Exceptions and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitment; provided that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Contract.
5.2.12 5.2.9 A certification of such Seller’s non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended.
5.2.13 5.2.10 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller’s authority to consummate the transactions contemplated by this transactionContract.
5.2.14 Updated 5.2.11 An updated Rent Rolls from each Seller Roll effective as of a date no more than three (3) Business Days prior to the Closing Date; provided, however, that the content of such updated Rent Rolls Roll shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.15 Updated 5.2.12 An updated Property Contracts Lists from each Seller List effective as of a date no more than three (3) Business Days prior to the Closing Date, reflecting the information required in Section 3.5.4; provided, however, that the content of such updated Property Contracts Lists List shall in no event expand or modify the conditions to Purchaser’s obligation to close as specified under Section 8.1.
5.2.16 With respect to the Lazy Hollow Property, the Chimneys of Cradlerock Property and the Spyglass Property, a Land Instrument Intake Sheet.
5.2.17 With respect to the Hunter’s Chase Property, a Virginia Department of Taxation Nonresident Real Property Owner Registration (Form R-5).
5.2.18 With respect to an Assumption Property, a countersigned counterpart of an assumption agreement in connection with the Loan Assumption and Release for such Assumption Property.
5.2.19 5.2.13 Such other documents as are reasonably necessary to consummate the transactions herein contemplated in accordance with the terms of the this Contract.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)