Common use of Seller Closing Documents Clause in Contracts

Seller Closing Documents. On or prior to the Closing Date, Seller ------------------------ shall deliver, or cause to be delivered, to Purchaser (either directly or under the terms of the Closing Escrow Agreement) the following documents (collectively, the "Seller Closing Documents"), duly executed by Seller and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (a) Assignment of all of Seller's right, title and interest in and to the Ground Lease and sufficient to vest in Purchaser Seller's insurable estate and leasehold interest in the Real Property. (b) Limited Warranty Deed in proper statutory form for recording, so as to convey the entire fee simple estate of Seller in the Improvements to Purchaser. (c) Assignment of all of Seller's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (d) Assignment of all of Tusar's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (e) Assignment or assignments of all of Seller's right, title and interest under the Leases, all of which, to the extent the same relate to Leases or memoranda thereof which have been recorded in appropriate land records, shall be in form suitable for recording. (f) Assignment of all of Seller's right, title and interest in the REA with respect to the Property in form suitable for recording. (g) Assignment or assignments of all of Seller's right, title and interest under the Anchor Subleases, all of which shall be in form suitable for recording. (h) Assignment of all of Seller's right, title and interest in and to the Assumed Contracts. (i) Xxxx of Sale sufficient to transfer to Purchaser all of Seller's right, title and interest in and to the Personalty. (j) An affidavit of Seller stating its U.S. taxpayer identification number and that it is a "United States person", as defined by Sections 1445(f)(3) and 7701(b) of the Code.

Seller Closing Documents. On or prior to the Closing Execution Date, Seller ------------------------ shall deliver, or cause to be delivered, to Purchaser (either directly or delivered into escrow ( under the terms of the Closing Escrow Agreement) the following documents (collectively, the "Seller Closing DocumentsSELLER CLOSING DOCUMENTS"), duly executed by Seller and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (a) Assignment of all of Seller's right, title and interest in and to the Ground Lease and sufficient to vest in Purchaser Seller's insurable estate and leasehold interest in the Real Property. (b) Limited Special Warranty Deed in proper statutory form for recording, so as to convey the entire fee simple estate of Seller in the Land and Improvements and all other items of Real Property to Purchaser. (cb) Assignment and assumption of all of Seller's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (d) Assignment of all of Tusar's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (e) Assignment or assignments of all of Seller's right, title and interest under the Leasesleases, all of which, to the extent the same relate to Leases or memoranda thereof which have been recorded in appropriate land records, shall be in form suitable for recording. (fc) Assignment and assumption of all of Seller's right, title and interest in the REA with respect to the Property in form suitable for recording. (gd) Assignment or assignments of all of Seller's right, title and interest under the Anchor Subleases, all of which shall be in form suitable for recording. (h) Assignment assumption of all of Seller's right, title and interest in and to the Assumed Contracts, to the extent assignable. (ie) Xxxx Bills of Sale sufficient to transfer to Purchaser all of Seller's right, title and interest in and to the Personalty. (jf) An affidavit of Seller stating its U.S. taxpayer identification number and that it is a "United States person", as defined by Sections 1445(f)(3) and 7701(b) of the Code. (g) Such certificates as Purchaser or the Title Company may reasonably request as to the authorization on the part of Seller of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Seller Closing Documents on behalf of Seller. (h) To the extent any of the following notices have not already been delivered in connection with the closing of the Second Financing, written notices prepared by Purchaser (i) to the Parties to the REA advising them of the change of ownership and directing them to pay all charges under the REA as directed by Purchaser; (ii) to the Tenants advising them of the change of ownership and directing them to pay Rent and other charges under their respective Leases as directed by Purchaser; and (iii) to each Party to each of the Contracts advising of the transfer and assignment of Seller's interest in the Contracts to Purchaser and directing that future inquiries be made directly to Purchaser. (i) Any instruments, documents or certificates required by applicable law to be executed by Seller with respect to any state, county or local transfer taxes applicable to the conveyance of the Property pursuant to this Agreement. (j) Such other documents, instruments or agreements which Seller is required to deliver to Purchaser pursuant to the other provisions of this Agreement or which Purchaser reasonably may deem necessary or desirable in order to consummate the Transactions or to better vest in Purchaser title to the Property; provided, however, that any such other document, instrument or agreement which Purchaser reasonably deems necessary or desirable shall not impose upon Seller any cost, obligation or liability other than an obligation or liability expressly imposed upon Seller pursuant to the terms of this Agreement or pursuant to the terms of the other Seller Closing Documents specified in this Section 4.2.

Seller Closing Documents. On or prior to the Closing Date, Seller ------------------------ shall deliverexecute, acknowledge where deemed desirable or cause necessary by the Ashford Select Entities, and deliver to be deliveredthe Ashford Select Entities, in addition to Purchaser (either directly or under the terms of the Closing Escrow Agreement) any other documents mentioned elsewhere herein, the following documents (collectively, the "Seller Closing Documents"), duly executed by Seller and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (ai) An assignment, assumption and admission agreement (“Assignment of all of Seller's right, title and interest in and to the Ground Lease and sufficient to vest in Purchaser Seller's insurable estate and leasehold interest Agreement”) substantially in the Real Propertyform of Exhibit F attached hereto executed by Seller, assigning the Equity Interest of such Purchased Entity held by Seller to Ashford Select OP with Purchased Entity acknowledging the admission of Ashford Select OP as the successor to Seller’s Equity Interest in the Purchased Entity and further acknowledging the admission of Ashford Select OP as a partner or member of such Purchased Entity. (bii) Limited Warranty Deed in proper statutory form for recording, so as to convey the entire fee simple estate of Seller in the Improvements to Purchaser. (c) Assignment of all of Seller's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (d) Assignment of all of Tusar's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (e) Assignment or assignments of all of Seller's right, title and interest under the Leases, all of which, to the extent the same relate to Leases or memoranda thereof which have been recorded in appropriate land records, shall be in form suitable for recording. (f) Assignment of all of Seller's right, title and interest in the REA with respect to the Property in form suitable for recording. (g) Assignment or assignments of all of Seller's right, title and interest under the Anchor Subleases, all of A closing certificate which shall be in a form suitable for recordingsatisfactory to the Ashford Select Entities and which shall reaffirm (subject to Section 2.1(b)(i)), the accuracy of all representations and warranties in all material respects and the satisfaction in all material respects of all covenants made by Seller in Articles IV and V hereof. (hiii) Assignment A certified copy of all corporate resolutions, consents or partnership actions authorizing the execution, delivery and performance by Seller of Seller's right, title this Agreement and interest in and to the Assumed ContractsSeller Closing Documents. (iiv) Xxxx True, correct and complete copies of Sale sufficient to transfer to Purchaser all organizational documents of Seller's right, title the Purchased Entity and interest in and to the Personaltyeach Subsidiary Entity. (jv) An affidavit of certifying that neither Seller stating its U.S. taxpayer identification number and that it nor the Purchased Entity or any Subsidiary Entity is a "United States “foreign person"”, as that term is defined by Sections 1445(f)(3) and 7701(b) Section 1445 of the Code. (vi) All documents required by any lender, manager or franchisor in connection with the transfer of the Equity Interest by Seller. (vii) All leases, management agreements, book and records, service contracts and other material documents relating to the operation of the Properties. (viii) Any other documents reasonably necessary to assign, transfer and convey the Equity Interest and effectuate the transactions contemplated hereby.

Seller Closing Documents. On Seller shall deliver or prior cause to be delivered to Purchaser, on the Closing Date, the following Seller ------------------------ shall deliverDocuments: (i) duly executed Special Warranty Deeds for the Facility, or cause in recordable form and otherwise sufficient to be deliveredconvey such Facility to Real Estate Purchasers pursuant to laws of the Commonwealth of Virginia, as reasonably approved by Real Estate Purchasers and the Title Company; (ii) such additional bills of sale, certificates of title and other appropriate instruments of assignment and conveyance, in form mutually but reasonably satisfactory to Purchaser (either directly or under the terms and Seller, dated as of the Closing Escrow Date, conveying title to the Assets, free and clear of all liens, liabilities, security interests or encumbrances except for Permitted Encumbrances; (iii) a then current resident roll in the form attached as Schedule 2.7(b), updated Schedules to this Agreement, and schedule of refundable Move-In Deposits all as certified by Seller as of the Closing Date as true, complete and accurate; (iv) originals or certified copies of all of the following documents Assumed Contracts, Assumed Residency Agreements and Licenses; (collectively, v) evidence of the "authority of Seller to execute and deliver this Agreement and the Seller Related Documents in order to effectuate the Closing; (vi) duly executed affidavit and gap indemnity in the form attached hereto as Schedule 4.10(b); (vii) a closing statement setting forth in reasonable detail the financial transactions contemplated by this Agreement to be consummated at the Closing Documents"(“Closing Statement”), duly executed by Seller; (viii) a duly executed certificate of Seller certifying that the conditions set forth in Article VIII have been satisfied and met as of the Closing Date; (ix) duly executed certificates and affidavits of non-foreign status in form reasonably acceptable to Purchaser; (x) a statement certified by the chief executive or chief financial officer of Seller as to the amount of unsettled Program Reimbursements as of the Closing Date; (xi) an accounting of Resident Funds, including the warranty and all other information required pursuant to Section 10.2; (xii) intentionally deleted; (xiii) duly executed instruments providing for the assignment of Other Contract Rights, and the other parties thereto (other than Purchaser) assignment and assumption of the Assumed Contracts in form and substance reasonably acceptable to Purchaser and to Seller unless (the form thereof is attached hereto:“Assignment and Assumption Agreement”); (axiv) Assignment such additional assignments in form reasonably acceptable to Purchaser and Seller of all of Seller's rightAssets that are intangible property, title including, without limitation, documents, chattel paper, instruments, contract rights, goodwill, going concern value, general intangibles and interest in and to the Ground Lease and sufficient to vest in Purchaser Seller's insurable estate and leasehold interest in the Real Intellectual Property., but excluding all Excluded Assets; (bxv) Limited Warranty Deed in proper statutory form for recording, so as to convey the entire fee simple estate of Seller in the Improvements to Purchaser.intentionally deleted; (cxvi) Assignment of all of Seller's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (d) Assignment of all of Tusar's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (e) Assignment or assignments of all of Seller's right, title and interest under the Leases, all of which, to the extent the same relate to Leases or memoranda thereof which have been recorded in appropriate land records, shall be in form suitable for recording. (f) Assignment of all of Seller's right, title and interest in the REA ’s certificate with respect to the Property in form suitable for recording.Closing Date Program Reimbursement Reserve and related Program Reimbursement Reserve Report required by Section 4.16(b); (gxvii) Assignment or assignments of all of Seller's right, title and interest under the Anchor Subleases, all of which shall be in form suitable for recording.duly executed Management Agreement; (hxviii) Assignment duly executed originals of all of Seller's rightthe Seller Loan Assumption Documents, title and interest in and quantity as to the Assumed Contracts.each as reasonably requested by Lender; and (ixix) Xxxx of Sale sufficient to transfer to any other documents reasonably required by Purchaser all of Seller's right, title and interest in and to or the PersonaltyTitle Company. (j) An affidavit of Seller stating its U.S. taxpayer identification number and that it is a "United States person", as defined by Sections 1445(f)(3) and 7701(b) of the Code.

Seller Closing Documents. On or prior to the Closing Date, each Seller ------------------------ shall deliverexecute, acknowledge where deemed desirable or cause necessary by Ashford Select TRS, and deliver to be deliveredAshford Select TRS, in addition to Purchaser (either directly or under the terms of the Closing Escrow Agreement) any other documents mentioned elsewhere herein, the following documents (collectively, the "Seller Closing Documents"), duly executed by Seller and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (ai) An assignment, assumption and admission agreement (“Assignment of all of Seller's right, title and interest in and to the Ground Lease and sufficient to vest in Purchaser Seller's insurable estate and leasehold interest Agreement”) substantially in the Real Propertyform of Exhibit F attached hereto executed by the applicable Seller, assigning the Equity Interest of such Purchased Entity held by such Seller to Ashford Select TRS with each Purchased Entity acknowledging the admission of Ashford Select TRS as the successor to Seller’s Equity Interest in such Purchased Entity and further acknowledging the admission of Ashford Select TRS as a partner or member of such Purchased Entity. (bii) Limited Warranty Deed in proper statutory form for recording, so as to convey the entire fee simple estate of Seller in the Improvements to Purchaser. (c) Assignment of all of Seller's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (d) Assignment of all of Tusar's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (e) Assignment or assignments of all of Seller's right, title and interest under the Leases, all of which, to the extent the same relate to Leases or memoranda thereof which have been recorded in appropriate land records, shall be in form suitable for recording. (f) Assignment of all of Seller's right, title and interest in the REA with respect to the Property in form suitable for recording. (g) Assignment or assignments of all of Seller's right, title and interest under the Anchor Subleases, all of A closing certificate which shall be in a form suitable for recordingsatisfactory to Ashford Select TRS and which shall reaffirm (subject to Section 2.1(b)(i)), the accuracy of all representations and warranties in all material respects and the satisfaction in all material respects of all covenants made by each Seller in Articles IV and V hereof. (hiii) Assignment A certified copy of all corporate resolutions, consents or partnership actions authorizing the execution, delivery and performance by Sellers of Seller's right, title this Agreement and interest in and to the Assumed ContractsSeller Closing Documents. (iiv) Xxxx True, correct and complete copies of Sale sufficient to transfer to Purchaser all organizational documents of Seller's right, title each Purchased Entity and interest in and to the Personaltyeach Subsidiary Entity. (jv) An affidavit of certifying that no Seller stating its U.S. taxpayer identification number and that it no Purchased Entity or any Subsidiary Entity is a "United States “foreign person"”, as that term is defined by Sections 1445(f)(3) and 7701(b) Section 1445 of the Code. (vi) All documents required by any lender, manager or franchisor in connection with the contribution of the Equity Interests by the Sellers. (vii) All leases, management agreements, book and records, service contracts and other material documents relating to the operation of the Properties. (viii) Any other documents reasonably necessary to assign, transfer and convey the Equity Interests and effectuate the transactions contemplated hereby.

Seller Closing Documents. On or prior to the Closing Date, Seller ------------------------ shall deliver, or cause to be delivered, to Purchaser (either directly or under the terms of the Closing Escrow Agreement) the following documents (collectively, the "Seller Closing DocumentsSELLER CLOSING DOCUMENTS"), duly executed by Seller and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (a) Assignment of all of Seller's right, title and interest in and to the Ground Lease and sufficient to vest in Purchaser Seller's insurable estate and leasehold interest in the Real Property. (b) Limited Statutory Warranty Deed or deeds in proper statutory form for recording, so as to convey the entire fee simple estate of Seller in the Land and Improvements and all other items of Real Property to Purchaser. (c) Assignment of all of Seller's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (d) Assignment of all of Tusar's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (eb) Assignment or assignments of all of Seller's right, title and interest under the Leases, all of which, to the extent the same relate to Leases or memoranda thereof which have been recorded in appropriate land records, shall be in form suitable for recording. (fc) Assignment of all of Seller's right, title and interest in the REA DOA with respect to the Property in form suitable for recording. (g) Assignment or assignments of all of Seller's right, title and interest under the Anchor Subleases, all of which shall be in form suitable for recording. (hd) Assignment of all of Seller's right, title and interest in and to the Assumed Contracts, to the extent assignable. (ie) Xxxx Bills of Sale sufficient to transfer to Purchaser all of Seller's right, title and interest in and to the Personalty. (j) An affidavit , it being understood that such Bills of Seller stating its U.S. taxpayer identification number and that it Sale shall contain the following language: No representation or warranty, express or implied, is a "United States person", as defined by Sections 1445(f)(3) and 7701(b) made regarding the physical condition or quality of any of the Code.structures, fixtures, facilities, installations, machinery or equipment, in, on, over or under the real property conveyed herewith, or any property constituting a part of the Personalty, except for the warranty that Seller is the sole owner of such Personalty, free and clear of all liens and

Seller Closing Documents. On or prior to the Closing Date, Seller ------------------------ shall deliver, or cause to be delivered, to Purchaser (either directly or under the terms of the Closing Escrow Agreement) the following documents (collectively, the "Seller Closing Documents"), duly executed by Seller and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (a) Assignment of all of Seller's right, title and interest in and to the Ground Lease and sufficient to vest in Purchaser Seller's insurable estate and leasehold interest in the Real Property. (b) Limited Special Warranty Deed in proper statutory form for recording, so as to convey the entire fee simple estate of Seller in the Improvements to Purchaser. (c) Assignment of all of Seller's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (d) Assignment of all of Tusar's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (e) Assignment or assignments of all of Seller's right, title and interest under the Leases, all of which, to the extent the same relate to Leases or memoranda thereof which have been recorded in appropriate land records, shall be in form suitable for recording. (fe) Assignment of all of Seller's right, title and interest in the REA with respect to the Property in form suitable for recording. (gf) Assignment or assignments of all of Seller's right, title and interest under the Anchor Subleases, all of which shall be in form suitable for recording. (hg) Assignment of all of Seller's right, title and interest in and to the Assumed Contracts. (ih) Xxxx of Sale sufficient to transfer to Purchaser all of Seller's right, title and interest in and to the Personalty. (ji) An affidavit of Seller stating its U.S. taxpayer identification number and that it is a "United States person", as defined by Sections 1445(f)(3) and 7701(b) of the Code. (j) The Estoppels. (k) An updated Rent Roll in accordance with Section 7.1(e). (l) Such certificates as Purchaser may reasonably request as to the authorization on the part of Seller of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Seller Closing Documents on behalf of Seller. (m) A written certificate executed on behalf of Seller and addressed to Purchaser to the effect that all of the representations and warranties of Seller herein contained in Section 7.1 are true and correct in all material respects as of the Closing Date with the same force and effect as though remade and repeated in full on and as of the Closing Date. (n) Written notices (i) to the Parties to the REA advising them of the change of ownership and directing them to pay all charges under the REA as directed by Purchaser; (ii) to the Tenants advising them of the change of ownership and directing them to pay Rents and other charges under their respective Leases as directed by Purchaser; and (iii) to each Party to each of the Contracts advising of the transfer and assignment of Seller's interest in the Contracts to Purchaser and directing that future inquiries be made directly to Purchaser. (o) Such documents and instruments as shall be reasonably required to substitute Purchaser for Seller as the plaintiff in legal actions contemplated by Section 6.9(c). (p) Certificate issued by the Delaware Secretary of State, dated not more than twenty (20) days prior to the Closing Date, certifying the good standing of Seller. (q) Certified resolutions of Seller and an incumbency certificate, indicating that the Transactions have been approved by Seller and setting forth the names of the officers of Seller authorized to execute documents on behalf of Seller with respect to the Transactions. (r) Original, or copies certified by Seller as true and correct, of the Ground Lease, the Xxxxx Sublease, the TIC Agreement, the Anchor Subleases, the Leases and the REA, together with all Books and Records. (s) Keys and combinations to locked compartments under Seller's control within the Property. (t) An update of Schedule 7.1(f) showing amounts payable as of the Closing Date or a date not more than ten (10) days prior thereto. (u) The schedules referred to in Sections 6.4(b), 6.6 and 6.8. (v) The Ground Lessor Consent, the TIC Parties Consent and the Contract Party Consents if required by any Assumed Contracts. (w) The instruments, documents or certificates as are reasonably required by the Title Company to be executed or provided by Seller as a condition to the issuance of the Title Policy at the Closing pursuant to the Title Commitment, including, without limitation, owner's affidavits and mechanics' lien affidavits. (x) Any instruments, documents or certificates reasonably required to be executed by Seller with respect to any state, county or local transfer taxes applicable to the conveyance of the Property pursuant to this Agreement.

Seller Closing Documents. On or prior to the Closing Date, each Seller ------------------------ shall deliver, or cause to be delivered, to Purchaser (either directly or under the terms of the Closing Escrow Agreement) the following documents (collectively, the "“Seller Closing Documents"”), duly executed by the applicable Seller (or Sellers) and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached heretoPurchaser: (a) Assignment of all of Seller's right, title and interest in and to the Ground Lease and sufficient to vest in Purchaser Seller's insurable estate and leasehold interest in the Real Property. (b) Limited Warranty Deed Special warranty deed or deeds in proper statutory form for recording, so as to convey the entire fee simple estate of Seller in the Land and Improvements and all other items of Real Property to Purchaser. (c) Assignment of all of Seller's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (d) Assignment of all of Tusar's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (eb) Assignment or assignments of all of Seller's ’s right, title and interest under the Leases, all of which, to the extent the same relate to Leases or memoranda thereof which have been recorded in appropriate land records, shall be in form suitable for recording. (fc) Assignment An assignment, in form suitable for recording, of all of Seller's ’s right, title and interest in the REA Operating Agreement with respect to the Property in form suitable for recordingwhich is appurtenant to and running with Seller’s ownership of the Land and Improvements. (g) Assignment or assignments of all of Seller's right, title and interest under the Anchor Subleases, all of which shall be in form suitable for recording. (hd) Assignment of all of Seller's ’s right, title and interest in and to the Assumed Contracts, Permits, Utility Deposits and other property owned by Seller in connection with the Property. (ie) Xxxx Bills of Sale sufficient to transfer to Purchaser all of Seller's ’s right, title and interest in and to the Personalty. (jf) An affidavit of each Seller stating its U.S. taxpayer identification number and that it is a "“United States person"”, as defined by Sections 1445(f)(3) and 7701(b) of the Code. (g) The Tenant Estoppels. (h) An estoppel certificate or other statement in form and substance satisfactory to Purchaser and the Title Company from the association created pursuant to the Operating Agreement regarding Seller’s compliance with respect to each of the Parcels owned by Seller with the terms of the Operating Agreement, including, without limitation, that all assessments have been paid in full through the calendar month in which Closing shall occur. (i) An updated Rent Roll in accordance with Section 8.1(e). (j) Such certificates as Purchaser may reasonably request as to the authorization on the part of Seller of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Seller Closing Documents on behalf of Seller. (k) A written certificate executed on behalf of Seller and addressed to Purchaser to the effect that all of the representations and warranties of Seller herein contained in Section 8.1 are true and correct in all material respects as of the Closing Date (as supplemented in accordance with Section 10.2) with the same force and effect as though remade and repeated in full on and as of the Closing Date or stating the specific respects, if any, in which any of the representations and warranties is untrue. (l) Written notices (i) to the association established under the Operating Agreement advising it of the change of ownership; (ii) to the Tenants advising them of the change of ownership and directing them to pay Rent and other charges under their respective Leases as directed by Purchaser; and (iii) to each Party to each of the Assumed Contracts advising of the transfer and assignment of Seller’s interest in the Assumed Contracts to Purchaser and directing that future inquiries be made directly to Purchaser. (m) Such documents and instruments as shall be reasonably required to substitute Purchaser for Seller as the plaintiff in legal actions contemplated by Section 7.8(a). (n) Certificates issued by the Florida Secretary of State, dated not more than fifteen (15) days prior to the Closing Date, certifying the good standing of Seller through the Closing Date. (o) Copies of the Certificates of Limited Partnership of Sellers and any amendments thereto, certified by the Secretary of State of Florida as of a date not more than fifteen (15) days prior to the Closing Date, together with a certificate of the general partner(s) of Seller, to the effect that the Certificate of Limited Partnership of Seller, as certified by the Secretary of State aforesaid has not been further amended, revised, restated, cancelled or rescinded up to and including the Closing Date and that the attached copy of the partnership agreement of Seller and amendments thereto is true, accurate and complete. (p) Original, or copies certified by Seller as true and correct, Leases with respect to Parcels owned by Seller and all Books and Records. (q) Keys and combinations to locked compartments within the portions of the Property owned by Seller. (r) An update of Schedule 8.1(f) showing amounts payable as of the Closing Date. (s) The schedules referred to in Sections 7.4(b) and 7.7. (t) The Third Party Consents. (u) Any and all documents required by any lender in connection with Purchaser’s assumption of the Assumed Debt in accordance with Section 9.2(g) hereof.

Seller Closing Documents. On or prior to the Closing Date, Seller ------------------------ shall deliver, or cause to be delivered, to Purchaser (either directly or under the terms of the Closing Escrow Agreement) the following documents (collectively, the "Seller Closing Documents"), duly executed by Seller and the other parties thereto (other than Purchaser) and in form and substance reasonably acceptable to Purchaser and to Seller unless the form thereof is attached hereto: (a) Assignment of all of Seller's right, title and interest in and to the Ground Lease and sufficient to vest in Purchaser Seller's insurable estate and leasehold interest in the Real Property. (b) Limited Special Warranty Deed in proper statutory form for recording, so as to convey the entire fee simple estate of Seller in the Improvements to Purchaser. (c) Assignment of all of Seller's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (d) Assignment of all of Tusar's right, title and interest under the Xxxxx Sublease, in form suitable for recording. (e) Assignment or assignments of all of Seller's right, title and interest under the Leases, all of which, to the extent the same relate to Leases or memoranda thereof which have been recorded in appropriate land records, shall be in form suitable for recording. (fe) Assignment of all of Seller's right, title and interest in the REA with respect to the Property in form suitable for recording. (gf) Assignment or assignments of all of Seller's right, title and interest under the Anchor Subleases, all of which shall be in form suitable for recording. (hg) Assignment of all of Seller's right, title and interest in and to the Assumed Contracts. (ih) Xxxx of Sale sufficient to transfer to Purchaser all of Seller's right, title and interest in and to the Personalty. (ji) An affidavit of Seller stating its U.S. taxpayer identification number and that it is a "United States person", as defined by Sections 1445(f)(3) and 7701(b) of the Code. (j) The Estoppels. (k) An updated Rent Roll in accordance with Section 7.1(e). (l) Such certificates as Purchaser may reasonably request as to the authorization on the part of Seller of the execution, delivery and performance of this Agreement and the authority of the Persons executing and delivering this Agreement and the Seller Closing Documents on behalf of Seller. (m) A written certificate executed on behalf of Seller and addressed to Purchaser to the effect that all of the representations and warranties of Seller herein contained in Section 7.1 are true and correct in all material respects as of the Closing Date with the same force and effect as though remade and repeated in full on and as of the Closing Date. (n) Written notices (i) to the Parties to the REA advising them of the change of ownership and directing them to pay all charges under the REA as directed by Purchaser; (ii) to the Tenants advising them of the change of ownership and directing them to pay Rents and other charges under their respective Leases as directed by Purchaser; and (iii) to each Party to each of the Contracts advising of the transfer and assignment of Seller's interest in the Contracts to Purchaser and directing that future inquiries be made directly to Purchaser. (o) Such documents and instruments as shall be reasonably required to substitute Purchaser for Seller as the plaintiff in legal actions contemplated by Section 6.9(c). (p) Certificate issued by the Arizona Secretary of State, dated not more than twenty (20) days prior to the Closing Date, certifying the good standing of Seller. (q) Copies of the Certificate of Formation of Seller and any amendments thereto, certified by the Secretary of State of Arizona as of a date not more than twenty (20) days prior to the Closing Date, together with a certificate of the managing member of Seller, to the effect that the Certificate of Formation of Seller, as certified by the Secretary of State aforesaid has not been further amended, revised, restated, cancelled or rescinded up to and including the Closing Date and that the attached copy of the operating agreement or certificate of Seller and amendments thereto is true, accurate and complete. (r) Original, or copies certified by Seller as true and correct, of the Ground Lease, the Xxxxx Sublease, the TIC Agreement, the Anchor Subleases, the Leases and the REA, together with all Books and Records. (s) Keys and combinations to locked compartments under Seller's control within the Property. (t) An update of Schedule 7.1(f) showing amounts payable as of the Closing Date or a date not more than ten (10) days prior thereto. (u) The schedules referred to in Sections 6.4(b), 6.6 and 6.8. (v) The Ground Lessor Consent, the TIC Parties Consent and the Contract Party Consents if required by any Assumed Contracts. (w) The instruments, documents or certificates as are reasonably required by the Title Company to be executed or provided by Seller as a condition to the issuance of the Title Policy at the Closing pursuant to the Title Commitment, including, without limitation, owner's affidavits and mechanics' lien affidavits. (x) Any instruments, documents or certificates reasonably required to be executed by Seller with respect to any state, county or local transfer taxes applicable to the conveyance of the Property pursuant to this Agreement. (y) Assignment of all of Seller's right, title and interest in and to the TIC Agreement. (z) Such other documents, instruments or agreements which Seller is required to deliver to Purchaser pursuant to the other provisions of this Agreement or which Purchaser or the Title Company reasonably may deem necessary in order to consummate the Transactions and to better vest in Purchaser title to the Property; provided, however, that any such other document, instrument or agreement which Purchaser reasonably deems necessary shall not impose upon Seller any obligation or liability other than an obligation or liability expressly imposed upon Seller pursuant to the terms of this Agreement or pursuant to the terms of the other Seller Closing Documents specified in this Section 5.2. Notwithstanding any provision to the contrary set forth elsewhere in this Agreement, if after the use of best efforts to do so Seller is unable to deliver to Purchaser at Closing the Ground Lessor Consent, the TIC Parties Consent, the Contract Party Consents or the Estoppels, Purchaser shall have the option, as Purchaser's sole and exclusive right and remedy either (i) to terminate this Agreement by giving written notice of such termination to Seller on or before the Closing or (ii) to complete Closing without the delivery of such item or items and waive the requirement for the delivery of such item or items. If Purchaser shall terminate this Agreement pursuant to the provisions of this Section, this Agreement shall be null and void and no party shall have any further rights or obligations under this Agreement (other than any right or obligation that expressly survives the termination of this Agreement), and the Xxxxxxx Money and all interest accrued thereon, net of one-half (1/2) of any fees or costs charged by the Escrow Agent, shall immediately be returned to Purchaser.