Seller Deliveries. At Closing, Seller shall deliver to Buyer, through the escrow administered by Escrow Agent, the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same: 7.2.1. An Assignment and Assumption Agreement (Bond Documents) from Seller, substantially in the form of Exhibit F-1, duly executed by Seller. 7.2.2. An Assignment (Bond), substantially in the form of Exhibit F-2, duly executed by Seller, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing. 7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit G, duly executed by Seller. 7.2.4. An Assignment and Assumption of Leases from Seller, substantially in the form of Exhibit H, duly executed by Seller. 7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller. 7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller. 7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller. 7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office. 7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office. 7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing. 7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement. 7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer. 7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended. 7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate. 7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller. 7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3. 7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates. 7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter. 7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer. 7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property. 7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Industrial Income Trust Inc.)
Seller Deliveries. At ClosingOn or prior to the Closing Date, Seller shall deliver to Buyer, through the escrow administered by Escrow Agent, Agent the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the samesame to Escrow Agent:
7.2.1. An Assignment A Massachusetts Quitclaim Deed to the Real Property, duly executed and Assumption Agreement (Bond Documents) from Seller, acknowledged by Seller and substantially in the form of Exhibit F-1E, duly executed subject to such matters as are approved or deemed approved by Seller.Buyer pursuant to Sections 4.5, 4.6 and 4.7 and to the matters listed on Exhibit E.
7.2.2. An Assignment (Bond), substantially in the form of Exhibit F-2, duly executed by Seller, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit F, duly executed by Seller.
7.2.3. An Assignment and Assumption of Interest in Leases from Seller, substantially in the form of Exhibit G, duly executed and acknowledged by Seller.
7.2.4. An Assignment of Warranties and Assumption of Leases Permits from Seller, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment and Assumption of Warranties and Permits Contracts, relating solely to the Assigned Contracts from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.97.2.7. Originals or copies certified by Seller of the all Leases, records, Assigned Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property hereto, and all other non-confidential and nonproprietary books, records and files, files maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.107.2.8. A notice to each tenant in the tenantsform of Exhibit O, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.117.2.9. A tenant estoppel certificateThe affidavit and indemnity for the benefit of the Title Company, substantially in the substance form attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate RequirementK hereto.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.137.2.10. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended, in the form of Exhibit L, duly executed by Seller.
7.2.147.2.11. A certification by Seller that all representations and warranties made by Seller in Sections Article 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.177.2.12. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (KBS Real Estate Investment Trust, Inc.)
Seller Deliveries. At ClosingOn the Closing Date, Seller shall deliver will deliver, or cause to Buyerbe delivered, through the escrow administered by Escrow Agent, to Buyer the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same:
7.2.1. An Assignment and Assumption Agreement (Bond Documentsa) from Seller, substantially in the form of Exhibit F-1, duly a counterpart signature page to each Transaction Document to which it is a party;
(b) a certificate executed by Seller.’s corporate secretary, certifying as to (i) the articles of incorporation and bylaws of Seller, (ii) the resolutions of the board of directors of Seller and the sole shareholder of Seller authorizing the transactions contemplated hereby and by the Transaction Documents and the execution, delivery and performance by Seller of this Agreement and the Transaction Documents, and (iii) incumbency with respect to the officers executing documents or instruments on behalf of Seller;
7.2.2. An Assignment (Bond), substantially in the form of Exhibit F-2, duly c) a certificate executed by SellerParent’s corporate secretary, along with certifying as to (i) the original Bond. Buyer resolutions of the board of directors of Parent, as well as the Resolution, authorizing the transactions contemplated hereby and by the Transaction Documents and the execution, delivery and performance by Parent and Seller will cooperate of this Agreement and use commercially reasonable efforts by Seller of the Transaction Documents, and (ii) incumbency with respect to have the Issuer prepare and place into escrow at Closing officers executing documents or instruments on behalf of Parent;
(d) a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost letter addressed to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit G, duly executed by Seller.
7.2.4. An Assignment and Assumption of Leases from Seller, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from SellerBuyer, substantially in the form of Exhibit I, duly executed by Seller.counsel to Parent;
7.2.6. An Assignment (e) releases and Assumption termination statements in respect of Contracts, relating to the Contractsall Encumbrances, if any, from encumbering the Purchased Assets except for the Permitted Encumbrances, all in form and substance reasonably satisfactory to Buyer;
(f) a good standing certificate for Seller, substantially in issued by the form Secretary of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair State of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.State of Delaware;
7.2.9. Originals or copies (g) a non-foreign affidavit, dated as of the LeasesClosing Date, records, Contracts, warranties, other materials identified sworn under penalty of perjury and in form and substance required under the Exhibits hereto or as part Treasury Regulations issued pursuant to Section 1445 of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating Code stating that Seller is not a “foreign person” as defined in Section 1445 of the Code;
(h) documents related to the construction, leasing, operation and maintenance transfer of the Property; which may be delivered by being left at applicable Governmental Permits [*], as set forth in Section 3.2(h) of the Property or property managers office.
7.2.10. A notice to the tenantsDisclosure Schedule, executed by Seller; and
(i) all other agreements, advising of the sale of the Property certificates, consents, approvals and directing that rent and other payments thereafter documentary evidence required to be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by lawobligations hereunder.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Realm Therapeutics PLC), Asset Purchase Agreement (Realm Therapeutics PLC)
Seller Deliveries. At Closing, Seller shall deliver deliver, or cause to Buyerbe delivered, through the escrow administered by Escrow Agent, to Buyer the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same:
7.2.1. An Assignment (a) A duly executed and Assumption Agreement acknowledged bxxx of sale, assignment and assumption agreement (Bond Documents"ASSIGNMENT AND ASSUMPTION AGREEMENT") from Sellerwith respect to the Personal Property and the Leases, substantially security deposits, contracts and other rights to be transferred hereunder, in the form of Exhibit F-1"I" attached hereto and made a part hereof;
(b) Duly executed and acknowledged certificates regarding the "non-foreign" status of Seller;
(c) Appointments of Buyer Trustees as Trustees of ENCURC and written resignations of all of the Seller Trustees and all other existing members and officers of ENCURC;
(d) Written notices ("NOTICES OF CLOSING") of the transfer and conveyances hereunder to Kxxx, tenants and other parties as may be reasonably required by (and in form reasonably acceptable to) Seller and Buyer;
(e) A certificate of Seller ("SELLER CLOSING CERTIFICATE") updating the representations and warranties contained in paragraph 8A hereof to the Closing Date and noting any changes thereto (which certificate shall be joined in by ENCURC in the same manner as ENCURC has joined in this Agreement);
(f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and ENCURC and the due authorization and execution of this Agreement and the documents required to be delivered hereunder by Seller and ENCURC, as appropriate;
(g) An opinion letter from a law firm reasonably satisfactory to Buyer that ENCURC is duly organized and validly existing under the laws of the State of Ohio that ENCURC has the authority to enter into this transaction and carry out its terms, that such transaction is not prohibited by law and, to the knowledge of the attorney preparing such opinion letter, does not conflict with any agreements to which ENCURC is a party;
(h) To the extent applicable, the Lender Agreements duly executed by Seller.;
7.2.2. An Assignment (Bond)i) To the extent not previously delivered to Buyer, substantially in the form of Exhibit F-2, duly executed by Seller, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow shall either deliver at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to or cause the Bond to be re-issued to Buyer if it has not been issued and delivered retained at Closing.
7.2.3. A xxxx the Property all certificates of sale for the Personalty from Selleroccupancy, substantially in the form of Exhibit Glicenses, duly executed by Seller.
7.2.4. An Assignment and Assumption of Leases from Sellerpermits, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings plans and specifications, utilities layout plans, topographical plans and the like in Seller’s possession third party guaranties or reasonable control and owned by Seller used in the warranties respecting construction, improvement, alteration installation or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property, leases (and all written correspondence with third parties respecting same), contracts, and other agreements to be assigned hereunder, keys tagged for identification, and operating and billing records maintained at the Property, all to the extent the same are in Seller's possession; which and
(j) Such additional documents (including transfer tax declarations and the like) as may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided reasonably required by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require Company in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller consummate the transactions hereunder (but provided the same do not any tenant) prior to Closingmaterially increase the costs to, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded byliability or obligations of, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificatea manner not otherwise provided for herein).
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 2 contracts
Samples: Purchase Agreement (Carlyle Real Estate LTD Partnership Xii), Purchase Agreement (Carlyle Real Estate LTD Partnership Xi)
Seller Deliveries. At the Closing, Seller shall deliver to BuyerPurchaser:
(a) Grant deeds, through in substantially the escrow administered by Escrow Agentform of Schedule 3.6(a), pursuant to which the following, and it Owned Real Property shall be a condition transferred to Buyer’s obligation Purchaser "AS IS", "WHERE IS" and with all faults (the "Grant Deeds");
(b) A bill xx sale, in substantially the form of Schedule 3.6(b), pursuant to close that Seller which the Personal Property shall have delivered be transferred to Purchaser "AS IS", "WHERE IS" and with all faults;
(c) An assignment and assumption agreement, in substantially the same:
7.2.1. An form of Schedule 3.6(c), with respect to the Liabilities (the "Assignment and Assumption Agreement Agreement");
(Bond Documentsd) from Seller, Lease assignment and assumption agreements in substantially in the form of Exhibit F-1, duly executed by Seller.
7.2.2. An Assignment (BondSchedule 3.6(d), with respect to each of the Branch Leases (the "Lease Assignments");
(e) Subject to the provisions of Section 7.4, such consents of landlords under the Branch Leases, as shall be required pursuant to the terms of such Branch Leases, to the assignment of the Branch Leases to Purchaser in substantially in the form of Exhibit F-2Schedule 3.6(e) (the "Landlord Consents");
(f) Subject to the provisions of Section 7.4, duly executed by Seller, along such consents as shall be required pursuant to the terms of the Tenant Leases and the Personal Property Leases in connection with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts assignments thereof to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.Purchaser;
7.2.3. A xxxx of sale for the Personalty from Seller, (g) An Officer's Certificate in substantially in the form of Exhibit GSchedule 3.6(g);
(h) An opinion of Seller's counsel, duly executed by Seller.
7.2.4. An Assignment and Assumption of Leases from Sellerdated the Closing Date, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable reasonably satisfactory to SellerPurchaser substantially to the effect that:
(i) Seller is a national banking association, duly executed by Seller.
7.2.16. An assignment organized and validly existing under the laws of the CW United States, with all requisite corporate power and authority to execute, deliver and perform this Agreement;
(ii) all Regulatory Approvals required to have been obtained by Seller or its Affiliates have been obtained and are in full force and effect; and
(iii) this Agreement has been duly authorized, executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser) is a valid and legally binding obligation of Seller enforceable in accordance with the provisions its terms, subject to bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium and similar laws of Section 6.3.general applicability relating to or affecting creditors' rights and to general equity principles;
7.2.17. All other instruments and documents reasonably required (i) The Draft Closing Statement;
(j) Seller's resignation as trustee or custodian, as applicable, with respect to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially each IRA xx Keogx Xxxount included in the substance attached hereto Deposits and designation of Purchaser as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement successor trustee or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” custodian with respect thereto which have not been delivered or made available as contemplated by Section 2.4;
(k) All documentation required to Buyer prior to exempt Seller from the expiration withholding requirement of Section 1445 of the Inspection PeriodCode, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An consisting of an affidavit from Seller to Purchaser under penalty of perjury that Seller is not a foreign person and providing Seller's U.S. taxpayer identification number; and
(l) Such other documents as the parties determine are reasonably acceptable necessary to consummate the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the PropertyP&A Transaction as contemplated hereby.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 2 contracts
Samples: Purchase and Assumption Agreement (Central Coast Bancorp), Purchase and Assumption Agreement (Heritage Oaks Bancorp)
Seller Deliveries. At Closing, Seller shall deliver to Buyer, through the escrow administered by Escrow Agent, Buyer the following, and it shall be a condition to Buyer’s 's obligation to close that Seller shall have delivered the samesame to Buyer:
7.2.1. An Assignment and Assumption Agreement A Massachusetts Quitclaim Deed (Bond Documents"DEED") to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form of Exhibit F-1, duly executed by SellerEXHIBIT B attached hereto.
7.2.2. An Assignment (Bond), substantially in the form A Xxxx of Exhibit F-2, duly executed by Seller, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale Sale for the Personalty from Seller, substantially in the form of Exhibit GEXHIBIT C attached hereto, duly executed by Seller.
7.2.47.2.3. An Assignment and Assumption of Leases from Seller, substantially in the form of Exhibit HEXHIBIT D attached hereto, duly executed by Seller.
7.2.57.2.4. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit IEXHIBIT E attached hereto, duly executed by Seller.
7.2.67.2.5. An Assignment and Assumption of Contracts, relating to Contracts (the Contracts, if any, from Seller, "ASSIGNED CONTRACTS") executed by Seller substantially in the form of Exhibit JEXHIBIT F attached hereto, duly executed by Seller, assigning those contracts and agreements listed on EXHIBIT A-3.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.97.2.6. Originals or copies certified by Seller of the Leasesleases (together with any amendments) for the Property, records, Contracts, warranties, all contracts and other material records and materials identified in the Exhibits hereto or as part in effect at the time of the Property Closing, and all other non-confidential and nonproprietary material books, records and files, files maintained by Seller’s 's property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.107.2.7. A notice to the tenantseach tenant, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.127.2.8. Such affidavits or letters of indemnity as the Title Insurer Buyer's title insurer shall reasonably require in order to issue, without extra charge, an leasehold owner's policy of title insurance free of any exceptions for unfiled mechanics’ ' or materialmen’s 's liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to leases for the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between apartments on the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title InsurerProperty.
7.2.137.2.9. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“"FIRPTA”"), as amended, in the form of EXHIBIT G, duly executed by Seller.
7.2.147.2.10. A certification by Seller that all representations and warranties made by Seller in Sections ARTICLE 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.157.2.11. A settlement statement in form Certificates of legal existence and substance acceptable good standing of Seller and its general partner(s) from the Massachusetts Secretary of State. Duly certified resolutions from the Board of Directors of Seller's general partner evidencing approval of and authorization to Sellerexecute this Agreement and the closing documents, duly executed by Sellerand to consummate the transactions contemplated hereby.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.177.2.12. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated therebyhereby, including any applicable state tax disclosures or statements or withholding certificatesincluding, without limitation, a closing statement describing the sources and uses of funds in connection with the Closing.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (New England Realty Associates Limited Partnership)
Seller Deliveries. At Closing, Seller shall deliver deliver, or cause to Buyerbe delivered, through the escrow administered by Escrow Agent, to Buyer the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same:
7.2.1. An Assignment (a) A duly executed and Assumption Agreement acknowledged special warranty deed (Bond Documents"Deed") from Seller, substantially in the form of Exhibit F-1, "J" attached hereto and made a part hereof;
(b) A duly executed by Seller.
7.2.2. An and acknowledged xxxx of sale ("Xxxx of Sale") with respect to the Personal Property, an assignment and assumption agreement ("Lease Assignment and Assumption Agreement") with respect to the Leases, and refundable security deposits, and a general assignment and assumption agreement (Bond"General Assignment and Assumption Agreement") with respect to the Service Agreements, Equipment Leases and "Brokerage Agreements" (as hereinafter defined), substantially and any other contracts and other rights to be transferred hereunder, in the forms of Exhibits "K-1", "K-2" and "K-3", respectively, attached hereto and made a part hereof;
(c) Duly executed and acknowledged certificates regarding the "non-foreign" status of Seller;
(d) Written notices ("Notices of Closing") of the transfer and conveyances hereunder to vendors, tenants and other parties as may be reasonably required by (and in form reasonably acceptable to) Seller and Buyer;
(e) A certificate of Exhibit F-2, duly executed Seller ("Seller Closing Certificate") updating the representations and warranties contained in paragraph 8A hereof to the Closing Date and noting any changes thereto;
(f) Evidence reasonably satisfactory to Buyer and Title Company respecting the due organization of Seller and the due authorization and execution of this Agreement and the documents required to be delivered hereunder by Seller, along with as appropriate;
(g) To the original Bond. Buyer and extent not previously delivered to Buyer, Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow shall either deliver at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to or cause the Bond to be re-issued to Buyer if it has not been issued retained at the Property all third party environmental, engineering and delivered at Closing.
7.2.3. A xxxx physical inspection reports and building, engineering and architectural plans, certificates of sale for the Personalty from Selleroccupancy, substantially in the form of Exhibit Glicenses, duly executed by Seller.
7.2.4. An Assignment and Assumption of Leases from Sellerpermits, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings plans and specifications, utilities layout plans, topographical plans and the like in Seller’s possession third party guaranties or reasonable control and owned by Seller used in the warranties respecting construction, improvement, alteration installation or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property, originals of all Leases (and all written correspondence with third parties respecting same), contracts, and other agreements to be assigned hereunder, including Service Agreements, keys tagged for identification, and operating and billing records maintained at the Property, all to the extent the same are in Seller's possession; which and
(h) Such additional documents (including transfer tax declarations and the like) as may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided reasonably required by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require Company in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller consummate the transactions hereunder (but provided the same do not any tenant) prior to Closingmaterially increase the costs to, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded byliability or obligations of, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificatea manner not otherwise provided for herein).
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Seller Deliveries. At Closing, Seller shall deliver to Buyer, through the escrow administered by Escrow Agent, the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same:
7.2.1. An Assignment and Assumption Agreement (Bond Documents) A Special Warranty Deed to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form of Exhibit F-1, duly executed by Seller.F.
7.2.2. An Assignment (Bond), substantially in the form of Exhibit F-2, duly executed by Seller, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit G, duly executed by Seller.
7.2.47.2.3. An Assignment and Assumption of Leases from Seller, substantially in the form of Exhibit H, duly executed by Seller.
7.2.57.2.4. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.67.2.5. An Assignment and Assumption of Contracts, relating to the Contracts, if any, Contracts from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.77.2.6. An Assignment and Assumption of Allowance EscrowSuntron Letter Agreement, substantially in the form of Exhibit ML, duly executed by Seller.
7.2.87.2.7. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.97.2.8. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.107.2.9. A notice to the tenantstenant, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.117.2.10. A tenant estoppel certificate, substantially in the substance for each of the two tenants attached hereto as Exhibit K, duly executed by PVH such tenants at the Property (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate certificates shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate certificates shall not be deemed unsatisfactory merely because PVH the tenant qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH the tenant asserts: current claims, offsets or defenses in favor of PVHtenant, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” Seller not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and Leases, is not yet due and has not yet been advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.127.2.11. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.137.2.12. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.147.2.13. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.157.2.14. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.177.2.15. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Income Trust Inc.)
Seller Deliveries. At the Closing, Seller shall deliver to BuyerPurchaser:
(a) Grant deeds, through in substantially the escrow administered by Escrow Agentform of Schedule 3.6(a), pursuant to which the following, and it Owned Real Property shall be a condition transferred to Buyer’s obligation Purchaser "AS IS", "WHERE IS" and with all faults (the "Grant Deeds");
(b) A bill xx sale, in substantially the form of Schedule 3.6(b), pursuant to close that Seller which the Personal Property shall have delivered be transferred to Purchaser "AS IS", "WHERE IS" and with all faults;
(c) An assignment and assumption agreement, in substantially the same:
7.2.1. An form of Schedule 3.6(c), with respect to the Liabilities (the "Assignment and Assumption Agreement Agreement");
(Bond Documentse) from SellerSubject to the provisions of Section 7.4, such consents of landlords under the Branch Leases, as shall be required pursuant to the terms of such Branch Leases, to the assignment of the Branch Leases to Purchaser in substantially in the form of Exhibit F-1Schedule 3.6(e) (the "Landlord Consents");
(f) Subject to the provisions of Section 7.4, duly executed by Seller.such consents as shall be required pursuant to the terms of the Tenant Leases and the Personal Property Leases in connection with the assignments thereof to Purchaser;
7.2.2. (g) An Assignment (Bond), Officer's Certificate in substantially in the form of Exhibit F-2Schedule 3.6(g);
(h) An opinion of Seller's counsel, duly executed by Sellerdated the Closing Date, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit G, duly executed by Seller.
7.2.4. An Assignment and Assumption of Leases from Seller, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable reasonably satisfactory to SellerPurchaser substantially to the effect that:
(i) Seller is a national banking association, duly executed by Seller.
7.2.16. An assignment organized and validly existing under the laws of the CW United States, with all requisite corporate power and authority to execute, deliver and perform this Agreement;
(ii) all Regulatory Approvals required to have been obtained by Seller or its Affiliates have been obtained and are in full force and effect; and
(iii) this Agreement has been duly authorized, executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser) is a valid and legally binding obligation of Seller enforceable in accordance with the provisions its terms, subject to bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium and similar laws of Section 6.3.general applicability relating to or affecting creditors' rights and to general equity principles;
7.2.17. All other instruments and documents reasonably required (i) The Draft Closing Statement;
(j) Seller's resignation as trustee or custodian, as applicable, with respect to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially each IRA xx Keogx Xxxount included in the substance attached hereto Deposits and designation of Purchaser as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement successor trustee or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” custodian with respect thereto which have not been delivered or made available as contemplated by Section 2.4;
(k) All documentation required to Buyer prior to exempt Seller from the expiration withholding requirement of Section 1445 of the Inspection PeriodCode, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An consisting of an affidavit from Seller to Purchaser under penalty of perjury that Seller is not a foreign person and providing Seller's U.S. taxpayer identification number; and
(l) Such other documents as the parties determine are reasonably acceptable necessary to consummate the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the PropertyP&A Transaction as contemplated hereby.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Seller Deliveries. At the Subsequent Closing, PetroHunter Energy and Seller shall will deliver to Buyerthe following documents, through all duly executed and dated as of the escrow administered by Escrow Agent, the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the sameSubsequent Closing Date:
7.2.1. An Assignment (a) an assignment and Assumption Agreement (Bond Documents) from Sellerbxxx of sale conveying the Assets, substantially in the form of Exhibit F-1, duly executed by Seller.E;
7.2.2. An Assignment (Bond), substantially in b) the form Subsequent Transaction Agreements;
(c) a certificate of Exhibit F-2, duly executed by Seller, along with the original Bond. Buyer PetroHunter Energy and Seller will cooperate and use commercially reasonable efforts to have signed by any two of their respective officers certifying that:
(i) the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit G, duly executed by Seller.
7.2.4. An Assignment and Assumption of Leases from Seller, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by of PetroHunter Energy and Seller in Sections 3 and 14 of this Agreement herein contained are true and correct as of the Subsequent Closing Date;
(ii) the resolutions of the Board of Directors of PetroHunter Energy and Seller approving the Subsequent Transaction Agreements and the Subsequent Transaction are in full force and effect;
(iii) PetroHunter Energy and Seller have performed and complied with all material respects on covenants and agreements contained in the date Subsequent Transaction Agreements to be performed or complied with by PetroHunter Energy and Seller at or prior to the Subsequent Closing Date; and
(iv) all necessary corporate action has been taken by PetroHunter Energy and Seller to authorize the execution and delivery of Closingthe Subsequent Transaction Agreements and to consummate the transactions contemplated by the Subsequent Closing Date;
(d) an opinion of PetroHunter Energy’s Counsel, except dated at the Subsequent Closing Date, that
(i) PetroHunter Energy is duly incorporated and validly exists under the laws of Maryland and is in good standing under the laws of Maryland;
(ii) the Subsequent Transaction Agreements have been duly executed and delivered by PetroHunter Energy and constitute valid and binding obligations of PetroHunter Energy, enforceable against PetroHunter Energy in accordance with their terms; and
(iii) PetroHunter Energy directly owns all of the issued and outstanding securities of Seller;
(e) an opinion of Seller’s Counsel, dated at the Subsequent Closing Date, that
(i) Seller is duly incorporated and validly exists under the laws of Maryland and is in good standing under the laws of Maryland; and
(ii) the Subsequent Transaction Agreements have been duly executed and delivered by Seller and constitute valid and binding obligations of Seller, enforceable against Seller in accordance with their terms; and
(f) such other documents and assurances as may be set forth in such certificate.
7.2.15. A settlement statement reasonably required by Falcon or Purchaser, all in form and substance acceptable satisfactory to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.17. All other instruments and documents reasonably required to effectuate this Agreement Falcon and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificatesPurchaser acting reasonably and in good faith.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (PetroHunter Energy Corp)
Seller Deliveries. At the Closing, Seller shall deliver to Buyer, through the escrow administered by Escrow Agent, the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the samePurchaser:
7.2.1. An Assignment and Assumption Agreement (Bond Documentsa) from Seller, substantially Quitclaim deeds for the Real Property in the form of Exhibit F-1Schedule 5.3(a) attached hereto, duly executed by Seller.
7.2.2. An Assignment pursuant to which the Real Property shall be transferred to Purchaser "AS IS", "WHERE IS" and with all faults (Bondthe "Quitclaim Deeds"); provided that, substantially with respect to each parcel of Real Property, Seller shall only be required to convey to Purchaser good and marketable fee simple title to the Real Property, which is in the form of Exhibit F-2, duly executed by Seller, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that permits a reputable title insurance company of national standing and typically accepted by reputable commercial lenders to issue an owner's title insurance policy in at least the Issuer do so. Seller will cooperate with Buyer post-Closingamount of the Real Property Purchase Price applicable thereto, at no cost subject only to Seller, such exceptions as would not render title unmarketable and other customary exceptions to cause the Bond to be re-issued to Buyer if it has title not been issued and delivered at Closing.affecting insurability of title ("Marketable Title");
7.2.3. (b) A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit GSchedule 5.3(b) attached hereto, duly executed by Seller.pursuant to which the Personalty shall be transferred to Purchaser "AS IS", "WHERE IS" and with all faults;
7.2.4. (c) An Assignment assignment and Assumption of Leases from Seller, substantially assumption agreement with respect to the Assumed Liabilities in the form of Exhibit H, duly executed by Seller.Schedule 5.3(c) attached hereto (the "Assignment and Assumption Agreement");
7.2.5. An Assignment (d) Lease assignment and assumption agreements with respect to each of Warranties and Permits from Seller, substantially the Branch Leases in the form of Exhibit I, duly executed by Seller.Schedule 5.3(d) attached hereto (the "Lease Assignments");
7.2.6. An Assignment and Assumption of Contracts, relating (e) Subject to the Contractsprovisions of Section 10.3, if anysuch consents of landlords under the Branch Leases, from Selleras shall be required pursuant to the terms of such Branch Leases, substantially to the assignment of the Branch Leases to Purchaser in the form of Exhibit J, duly executed by Seller.Schedule 5.3(e) attached hereto (the "Landlord Consents");
7.2.7. (f) An Assignment and Assumption of Allowance Escrow, substantially Officer's Certificate in the form of Exhibit MSchedule 5.3(f) attached hereto;
(g) An opinion of Xxxxxxx & Xxxxxx, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating counsel to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of dated the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement Date in form and substance acceptable reasonably satisfactory to SellerPurchaser to the effect that: (i) Seller is a state bank, duly executed by Seller.
7.2.16. An assignment organized, validly existing and in good standing under the laws of the CW state of New York, with full corporate power and authority to enter into and perform its obligations under this Agreement; and (ii) this Agreement has been duly and validly authorized, executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser) is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting creditors' rights, or the provisions limiting effect of rules of law governing specific performance, equitable relief and other equitable remedies or the waiver of rights or remedies;
(h) The Draft Closing Statement;
(i) Seller's resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Plan account included in the Deposit Liabilities and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 6.3.2.5; and
7.2.17. All (j) Such other instruments and documents reasonably required necessary to effectuate this Agreement and effect the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificateshereby as Purchaser shall reasonably request.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Arrow Financial Corp)
Seller Deliveries. At the Closing, Seller shall deliver or cause to Buyerbe delivered to Purchaser, through the escrow administered by Escrow Agentat Seller's sole cost and expense, the following, and it which delivery obligations shall be conditions concurrent with Purchaser's Closing obligations:
(i) A special warranty deed, fully executed and acknowledged by Seller, in form attached hereto as Exhibit D and incorporated herein by this reference (the “Deed”), conveying to Purchaser good and indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances (without reference to on-the-ground items from the Survey or Updated Survey even though made exceptions to such warranty by the terms of this Agreement) and in a condition in which the Title Policy may be issued to Buyer’s obligation Purchaser subject only to close that Seller the Permitted Encumbrances and standard form policy exceptions other than (i) parties in possession, and (ii) with the year of liens for taxes being completed as the year of Closing (with all prior taxes having been paid by Seller). At Purchaser's request, the Deed shall have delivered the same:
7.2.1reserve a vendor's lien in favor of a third party lender from whom Purchaser is obtaining acquisition and/or development financing, if applicable. An Assignment The metes and Assumption Agreement (Bond Documents) from Seller, substantially bounds description used in the form of Exhibit F-1Deed shall be the description provided with the Updated Survey.
(ii) The Certificate as to Non-Foreign Status described in Section 12 hereof, duly fully executed and sworn to by Seller.
7.2.2. An Assignment (Bond), substantially iii) The Indemnity Agreement in the form a sufficient number of Exhibit F-2, duly Seller-executed by Seller, along and Agrifos-executed originals to provide Seller with the original Bond. Buyer at least two originals thereof and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at ClosingPurchaser two fully signed originals thereof.
7.2.3. A xxxx of sale for the Personalty from Seller(iv) An affidavit as to debts, substantially in the form of Exhibit G, duly executed by Seller.
7.2.4. An Assignment liens and Assumption of Leases from Seller, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall Company and Purchaser, in standard form reasonably require in order to issuerequired by the Title Company, without extra chargewhereby Seller assures the Title Company and Purchaser (among other things reasonably requested by the Title Company) that there are no liens on the Property not being paid off by Seller at Closing, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens there are no unpaid bills for work performed by Seller on the Property or contiguous property owned by Seller that could give rise to mechanic’s or materialmen’s liens or claims associated with such work (but not and indemnifying the Title Company from any tenant) prior to Closingsuch claims), or for rights of and that there are no parties in possession of the Property other than third parties who have rights to possession or placement of pipelines or improvements on the Property pursuant to the Leases. Seller will also provide Permitted Encumbrances.
(v) Complete and full possession of the Property free and clear of all tenancies and leaseholds of every kind and all parties in possession except parties exercising only rights that are provided under the Permitted Encumbrances.
(vi) Intentionally deleted.
(vii) Such evidence of Seller’s organization and good standing and Seller’s and its representatives’ authority to consummate this transaction and execute Closing documents pursuant to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit terms hereof as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably is acceptable to the Title Insurer.
7.2.20. An affidavit from Seller Company for purposes of issuing the Title Policy and reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the PropertyPurchaser.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent (viii) Notices required by lawCity of Houston and City of Pasadena ordinances pursuant to notices filed under Clerk’s File Numbers: M337573 and M494333.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Orion Marine Group Inc)
Seller Deliveries. At ClosingSimultaneously with the Closing of the transactions contemplated by this Agreement, the following documents shall be executed and/or delivered by Seller shall deliver and/or the Stockholders to Buyer, through :
(a) the escrow administered by Escrow Agent, the followingXxxx of Sale, and it such other instruments of assignment as Buyer and its counsel reasonably shall be a condition have requested prior to the Closing Date for the sale, transfer and conveyance and assignment of the Assets to Buyer’s obligation ;
(b) the Escrow Agreement;
(c) Non-Competition agreements executed by each of Xxxxxxx Xxxxxxxx and Seller in substantially the form attached hereto as Exhibit C (the "Non-Competition Agreements");
(d) an Employment Agreement executed by Xxxxxx Xxxxxxxxxxx in substantially the form attached hereto as Exhibit D (the "Employment Agreement");
(e) a payoff letter from NBT Bank in connection with Seller's obligations to close NBT under Seller's outstanding term loan relating to the purchase of equipment purchased by Seller;
(f) an assignment and assumption agreement on terms reasonably satisfactory to both Buyer and Seller (the "NBT Assignment Agreement"), executed by NBT Bank, Buyer and Seller relating to the assignment of that certain Business Manager Agreement dated June 30, 2000 between NBT Bank and Seller (the "NBT Business Agreement");
(g) an assignment agreement with Theta Holding Company, L.P. (the "Landlord") for the lease (the "Office Lease") of the premises located at 000 Xxxxx Xxxx, Xxxxxx Xxxxx, XX (the "Premises"), executed by Seller and Landlord on terms reasonably satisfactory to both Buyer and Seller (the "Lease Assignment");
(h) the Schedules;
(i) a certificate, dated the Closing Date, of the Secretary of Seller: (i) attaching resolutions of the Board of Directors of Seller in connection with the authorization and approval of the execution, delivery and performance by Seller of this Agreement and each of the Transaction Documents to which Seller is a party, certified as being in full force and effect as of the Closing Date; (ii) attaching a copy, certified by such officer as true and complete, of the Seller's By-Laws, as amended to the date hereof; (iii) setting forth the incumbency of the officers of Seller who have executed and delivered this Agreement and each of the Transaction Documents to which Seller is a party, including therein a signature specimen of each such officer; and (iv) attaching a copy, certified by such officer as true and complete, of Seller's Certificate of Incorporation, as amended to the date hereof;
(j) a good standing certificate from the Secretary of State of the State of New Jersey;
(k) all materials and documentation set forth in Section 1.2; and
(l) an opinion of counsel to Seller addressed to Buyer and covering such matters as Buyer shall have delivered the same:
7.2.1. An Assignment and Assumption Agreement (Bond Documents) from Sellerreasonably request, in substantially in the form of Exhibit F-1, duly executed by SellerE hereto.
7.2.2. An Assignment (Bond), substantially in the form of Exhibit F-2, duly executed by Seller, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit G, duly executed by Seller.
7.2.4. An Assignment and Assumption of Leases from Seller, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Samples: Asset Purchase Agreement (Wire One Technologies Inc)
Seller Deliveries. At Closing, Seller shall deliver to Buyer, through Escrow Agent the escrow administered by Escrow Agent, following with respect to the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the sameProperty:
7.2.1. An Assignment and Assumption Agreement A limited warranty deed (Bond Documentsthe “Deed”) to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form of attached hereto as Exhibit F-1C, duly executed by Sellersubject only to such title matters as are approved (or deemed approved) pursuant to Section 4.5.
7.2.2. An Assignment (Bond), substantially A quitclaim deed in the form of Exhibit F-2, duly executed by Seller, along with the original Bond. reasonably acceptable to Buyer and Seller will cooperate and use commercially reasonable efforts quitclaiming Seller’s interest in the legal description set forth in the survey obtained by Buyer pursuant to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-ClosingSection 4.5, at no cost subject to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing’s reasonable approval of such legal description.
7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of attached hereto as Exhibit GD, duly executed by Seller.
7.2.4. An assignment and assumption of Leases, Contracts and Security Deposits (the “Assignment and Assumption of Leases Leases, Contracts and Security Deposits”) from Seller, substantially in the form of attached hereto as Exhibit HE, duly executed by Seller.
7.2.5. An assignment of the Intangible Property (the “Assignment of Warranties and Permits Intangible Property”) from Seller, substantially in the form of attached hereto as Exhibit IF, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, tenants of the Building (the “Tenant Notice Letter”) from Seller advising of the sale of the Property Building and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance form attached hereto as Exhibit KG, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to BuyerSeller.
7.2.7. An owner’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth affidavit in the PVH Leaseform attached hereto as Exhibit J, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute shall include a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than statement pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title InsurerCommercial Real Estate Broker Lien Act that no broker is involved.
7.2.137.2.8. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended, in the form of Exhibit H, duly executed by Seller.
7.2.147.2.9. A certification by Seller substantially in the form attached hereto as Exhibit I that all representations and warranties made by Seller in Sections Section 3 and 14 of this Agreement are true and correct in all material respects on the date of ClosingClosing Date, except as may be set forth in such certificate.
7.2.157.2.10. A settlement statement 1099-S in the form and substance reasonably acceptable to SellerBuyer and Escrow Agent, duly executed by Seller.
7.2.11. Either an affidavit of gain, affidavit of no gain, or an affidavit of residence or other appropriate evidence that Seller is exempt from the withholding requirements of O.C.G.A. § 48-7-128 (failing which Buyer shall be fully authorized to withhold and pay to the appropriate taxing authority the amount required to be withheld pursuant to said § 48-7-128).
7.2.12. A Surviving Escrow Agreement (as defined below) in the form attached hereto as Exhibit K, duly executed by Seller.
7.2.13. Keys or combinations to all locks at the Property, to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.13 available to Buyer at the Property in lieu of delivering them to Escrow Agent.
7.2.14. Originals or copies of the Leases and copies of lease files at the Real Property, and originals or copies of any Contracts (except the Proprietary Materials), to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.14 available to Buyer at the Building in lieu of delivering them to Escrow Agent.
7.2.15. Executed copies of state, county and local transfer declarations, as applicable.
7.2.16. An assignment Such documents and instruments as are necessary or reasonably required by Buyer or the title insurer to evidence the authority of Seller and its signatories to execute the CW Agreement instruments to be executed by Seller in accordance connection with the provisions transactions contemplated herein, and evidence that the execution of Section 6.3such instruments is the official act of Seller.
7.2.17. All Such other instruments and documents documents, affidavits or certificates as are customary or may be reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not Escrow Agent or may be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained agreed upon by Seller for and Buyer to consummate the sale of the Property.
7.2.217.2.18. Either an Affidavit of Seller’s ResidenceA joint closing statement, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemptionin form mutually acceptable to Seller and Buyer, as setting forth the prorations and adjustments to the extent required Purchase Price with respect to the Property to be made pursuant to this Agreement (the “Closing Statement”), duly executed by lawSeller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Franklin Street Properties Corp /Ma/)
Seller Deliveries. At Closing, Seller shall deliver the following documents to Buyer, through Escrow Agent at the escrow administered by Escrow Agent, the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the sameClosing:
7.2.1. An (a) a deed (a “Deed”) in substantially the form attached hereto as Exhibit E, duly executed by Seller;
(b) an Assignment and Assumption Agreement of Leases, duly executed by Seller;
(Bond Documentsc) from an Assignment of Contracts, duly executed by Seller;
(d) a xxxx of sale with respect to the Personal Property located at the Property (a “Xxxx of Sale”), duly executed by Seller in substantially in the form of Exhibit F-1F hereto;
(e) an Assignment of Licenses, Permits, Warranties and General Intangibles of Seller, duly executed by Seller;
(f) a termination of the Management Agreement duly executed by Seller.
7.2.2. An Assignment (Bond), substantially in g) the form of Exhibit F-2Tenant Notices, duly executed by Seller;
(h) such other assignments, along with instruments of transfer, and other documents as Buyer may reasonably require in order to complete the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closingtransactions contemplated hereunder, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit Geach case, duly executed by Seller.;
7.2.4. An Assignment (i) a duly executed officer’s certificate from Seller certifying that Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and Assumption the consummation of Leases all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;
(j) an executed incumbency certificate from Seller certifying the authority of the officers of Seller to execute this Agreement and the other documents delivered by Seller to Buyer at the Closing;
(k) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by Seller;
(l) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially in the form of Exhibit HG hereto;
(m) the Closing Statement, duly executed by Seller.;
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in (n) the form of Exhibit ITitle Affidavit, duly executed by Seller.; and
7.2.6. An Assignment and Assumption of Contracts, relating to (o) the Contracts, if any, from Seller, substantially in the form of Exhibit JBeverage Agreement, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closingor Manager, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”applicable), as amendedif required under Section 3.5(b).
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Pebblebrook Hotel Trust)
Seller Deliveries. At ClosingOn or prior to the Closing Date, Seller shall deliver to Buyer, through the escrow administered by Escrow Agent, Agent the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same:
7.2.18.2.1. An Assignment and Assumption Agreement A special warranty deed (Bond Documentsthe "Deed") to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form of attached hereto as Exhibit F-1, duly executed by Seller.E.
7.2.2. An Assignment (Bond), substantially in the form of Exhibit F-2, duly executed by Seller, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.38.2.2. A xxxx of sale (the “Xxxx of Sale”) for the Personalty from Seller, substantially in the form attached hereto as Exhibit F, duly executed by Seller.
8.2.3. An assignment and assumption of Leases, Contracts and Security Deposits (the "Assignment and Assumption of Leases, Contracts and Security Deposits") from Seller, substantially in the form attached hereto as Exhibit G, duly executed by Seller.
7.2.48.2.4. An assignment of the Intangible Property (the “Assignment and Assumption of Leases Intangible Property”) from Seller, substantially in the form of attached hereto as Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.108.2.5. A notice to tenants (the tenants, executed by Seller, “Tenant Notice Letter”) from Seller advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance form attached hereto as Exhibit KI, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.128.2.6. Such affidavits or letters of indemnity as An owner's affidavit sufficient for the Title Insurer shall reasonably require in order Buyer's title insurer to issue, without extra charge, an leasehold owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenanttenants) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.138.2.7. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended, in the form of Exhibit J, duly executed by Seller.
7.2.148.2.8. A certification by Seller substantially in the form attached hereto as Exhibit K that all representations and warranties made by Seller in Sections 3 and 14 Section 4 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.158.2.9. A settlement statement Keys or combinations to all locks at the Property, to the extent in form Seller’s possession. Buyer hereby acknowledges and substance acceptable agrees that Seller shall be permitted to Seller, duly executed by Sellermake the items described in this Section 8.2.9. available to Buyer at the Property in lieu of delivering them to Escrow Agent.
7.2.168.2.10. An assignment Originals of the CW Agreement Leases and copies of lease files at the Real Property, and originals of any Assumed Contracts (except the Proprietary Materials), in accordance with each case to the provisions extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 8.2.10. available to Buyer at the Property in lieu of Section 6.3delivering them to Escrow Agent.
7.2.178.2.11. Original letters of credit along with appropriate transfer forms and any fees associated therewith.
8.2.12. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hartman Short Term Income Properties XX, Inc.)
Seller Deliveries. At the Closing, Seller shall deliver to BuyerPurchaser:
(a) Special warranty deeds and other instruments of conveyance as may be necessary to sell, through transfer and convey all of Seller’s right, title and interest in and to the escrow administered by Escrow AgentOwned Real Property to Purchaser, free and clear of all Encumbrances (other than customary title exceptions that do not impair in any material respect Purchaser’s use of any of the Owned Real Property as currently used, easements and restrictions of record or visible from the ground, applicable zoning laws, building restrictions and all other laws of duly constituted public authorities, grants of public rights of way, the followingrights of landlords under any ground leases relating to the Owned Real Property and the rights of any tenants under written leases), in forms to be reasonably agreed upon by Seller and it Purchaser;
(b) A xxxx of sale in substantially the form of Exhibit 3.5(b), pursuant to which the Personal Property shall be a condition transferred to Buyer’s obligation Purchaser;
(c) An assignment and assumption agreement in substantially the form of Exhibit 3.5(c), with respect to close that Seller shall have delivered the same:
7.2.1. An Assumed Liabilities, except for Loans as contemplated by Section 3.5(k) (the “Assignment and Assumption Agreement Agreement”);
(Bond Documentsd) Lease assignment and assumption agreements (in recordable form with respect to each Branch Lease that has a memorandum of lease of public record), in substantially the form of Exhibit 3.5(d), with respect to each of the Branch Leases other than the Branch Lease under which the landlord is First States Investors 5200, LLC/GPT GIG BOA Portfolio Owner, LLC (the “Gramercy Branch Lease”), and a sublease of the Gramercy Branch Lease, intended to effect a substantially similar result (the “Branch Lease Assignments”);
(e) Assignment and assumption agreements in substantially the form of Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) Assignment and assumption agreements in substantially the form of Exhibit 3.5(f), with respect to each of the Equipment Leases (the “Equipment Lease Assignments”);
(g) Assignment and assumption agreements in substantially the form of Schedule 3.5(g), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(h) The certificate required to be delivered by Seller pursuant to Section 9.1(e);
(i) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(j) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of Exhibit F-1the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) an executed global assignment of the Loan Documents, duly executed by Seller.
7.2.2. An Assignment (Bond), in substantially in the form of Exhibit F-23.5(k) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller, ’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the original Bond. Buyer current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closingapplicable, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale in recordable form (for the Personalty from Selleravoidance of doubt, substantially meaning in compliance with the recording requirements of the applicable county land records), for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(l) Affidavits and such other customary documentation as shall be reasonably required by a title company selected by Purchaser and reasonably acceptable to Seller to issue title insurance policies (each, a “Title Policy,” and collectively, the “Title Insurance”) with respect to the Real Property insuring Purchaser or its designee as either owner of marketable fee simple title (in the form case of Exhibit G, duly executed by Seller.
7.2.4. An Assignment and Assumption each of Leases from Seller, substantially the Owned Real Properties) or holder of marketable leasehold interest (in the form case of Exhibit Heach of the Leased Real Properties in respect of which a memorandum of lease is of public record) in each case free of all Encumbrances;
(m) The Safe Deposit Agreements, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating ’s keys to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment safe deposit boxes and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural all other records as exist and engineering drawings and specifications, utilities layout plans, topographical plans and the like are in Seller’s possession or reasonable control and owned by Seller used in related to the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left safe deposit box business at the Property or property managers office.Branches;
7.2.9. Originals or copies of (n) The Records;
(o) Any consents that have been obtained pursuant to Section 7.4(a);
(p) Any estoppel certificates that have been obtained pursuant to Section 7.4(b); and
(q) If the LeasesEstimated Payment Amount is a positive amount, records, Contracts, warranties, other materials identified cash in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating U.S. dollars equal to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers officeEstimated Payment Amount.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Chemung Financial Corp)
Seller Deliveries. At Closing, Seller shall deliver to Buyer, through the escrow administered by Escrow Agent, the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same:
7.2.16.2.1. An Assignment and Assumption Agreement (Bond Documents) A Deed to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form of Exhibit F-1, duly executed by SellerD (the “Deed”).
7.2.2. An Assignment (Bond), substantially in the form of Exhibit F-2, duly executed by Seller, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.36.2.2. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit GE, duly executed by Seller.
7.2.46.2.3. An Assignment and Assumption of Leases from Leases, duly executed by Seller, substantially in the form of Exhibit H, duly executed by SellerF assigning to Buyer all Leases.
7.2.56.2.4. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit IG, duly executed by Seller.
7.2.66.2.5. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from duly executed by Seller, substantially in the form of Exhibit JH assigning to Buyer all leasing, duly service, equipment, supply, maintenance and concession agreements with respect to the Property executed by Seller (the “Contracts”); provided that (a) if any such Contracts are terminable without fee or penalty and no later than 15 days prior to Closing Buyer gives Seller notice that it elects to have the same terminated, then Seller will give a termination notice to the vendor thereunder at or before Closing, and (b) if any Contracts cannot, by their terms, be assigned, or Buyer has not obtained any requisite consents for assignment, Buyer shall either buy such Contracts out or otherwise protect Seller therefrom from and after Closing (such obligation of Buyer shall survive Closing). Notwithstanding the foregoing, Seller shall terminate its current property management agreement at Seller’s sole cost and expense.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.86.2.6. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.96.2.7. Originals or copies of the Leases, Lease records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property hereto, and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.106.2.8. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.126.2.9. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require require, in form and substance acceptable to Seller, in order to issue, without extra charge, an leasehold allow the Title Insurer to omit from its owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to , or for matters recorded against the Title Insurer a property during the so-called “gap indemnity for matters recorded by, through or under Seller period” between the last rundown of title prior to Closing and a reasonable period the recording of time thereafter, in form reasonably acceptable to Seller and the Title InsurerDeed.
7.2.136.2.10. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.146.2.11. A certification by Seller that all representations and warranties made by Seller in Sections Article 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.156.2.12. A settlement statement (the “Settlement Statement”), in a form and substance acceptable to Seller, duly executed Seller setting forth the Purchase Price and the closing adjustments and prorations required by Sellerthis Agreement.
7.2.166.2.13. An assignment Evidence of the CW Agreement in accordance with existence, organization and authority of Seller and of the provisions authority of Section 6.3the persons executing documents on behalf of Seller reasonably satisfactory to the Title Insurer.
7.2.176.2.14. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Seller Deliveries. At Closing, Seller The Sellers shall deliver the following at Closing:
(a) with respect to each Property, a deed (a “Deed”) in substantially the form of Exhibit G hereto with respect to each applicable state (modified as necessary to limit any express or implied warranties of the grantor to the acts of the relevant Seller and no others), duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, through shall be sufficient to transfer and convey to the escrow administered Buyer whatever rights in the Property the relevant Seller has acquired subject only to the Permitted Exceptions with reference to such Property;
(b) with respect to each Property:
(i) an Assignment of Leases duly executed by Escrow Agentthe relevant Seller, together with the original Space Leases in the Sellers’ possession or reasonable control (or, to the extent originals are not available, the following, and it copies thereof in the Data Room shall be deemed delivered to the Buyer);
(ii) a condition xxxx of sale (a “Xxxx of Sale”) duly executed by the relevant Seller in substantially the form of Exhibit H hereto, relating to Buyer’s obligation all the Personal Property owned by the relevant Seller which are currently located upon or attached to close that Seller shall have delivered the same:Property;
7.2.1. An (iii) an Assignment of Contracts duly executed by the relevant Seller;
(iv) an assignment of all warranties, permits, licenses and Assumption Agreement (Bond Documents) from Seller, substantially other Asset Related Property in the form of Exhibit F-1I attached hereto;
(v) an updated rent roll and delinquency report with respect to each of the Properties, certified as true and complete by the relevant Seller;
(vi) the Tenant Notices duly executed by the relevant Seller;
(vii) an Assignment of Deferred Purchase Price Obligations duly executed by the relevant Seller;
(viii) an assignment of the relevant Seller’s rights and interests in the Purchase Price Holdback duly executed by the relevant Seller;
(ix) notices of the sales of the relevant Assets to any Material Property Agreement Parties required to be given pursuant to the relevant Material Property Agreements and identified by written notice from the Buyer to the Sellers at least five (5) Business Days prior to the Closing;
(x) a recordable assignment of Seller’s interest in any Material Property Agreement that Buyer requests to be assigned by written notice from the Buyer to the Sellers at least five (5) Business Days prior to the Closing (the “Assigned Material Property Agreements”);
(xi) subject to Section 6.2(d), with respect to any security deposits held in the form of a letter of credit, an assignment instrument duly executed and acknowledged satisfying the requirements to the transfer conditions of the applicable letter of credit;
(xii) all transfer tax returns which are required by law and the regulations issued pursuant thereto (other than those required to be filed by the transferee of such Property) in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the conveyance of such Property;
(xiii) the Qualified Tenant Estoppel Certificates and the Seller Estoppels, if any, required to be delivered pursuant to Section 3.4;
(xiv) an Owner’s Affidavit duly executed by the relevant Seller; and
(xv) all keys to each Property which are in the Sellers’ possession.
(c) with respect to the transactions contemplated hereunder:
(i) such other assignments, instruments of transfer and other documents, in each case, duly executed by Seller.the Sellers, which by the terms of this Agreement are to be delivered by the Sellers at the Closing;
7.2.2. An Assignment (Bond)ii) such other consents, substantially filings, and other documents required by any Governmental Authority in connection with the form of Exhibit F-2, transactions contemplated hereunder;
(iii) a duly executed by and sworn Secretary’s Certificate from each Seller (or the general partners of such Seller, along with where appropriate) satisfactory to the original Bond. Buyer Title Company certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and Seller will cooperate the consummation of all of the transactions contemplated hereby and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it such authorization has not been issued revoked, modified or amended;
(iv) an executed and delivered at Closing.
7.2.3. A xxxx acknowledged Incumbency Certificate from each Seller (or the general partners of sale for the Personalty from such Seller, substantially in where appropriate) satisfactory to the form Title Company certifying the authority of Exhibit G, duly executed by Seller.
7.2.4. An Assignment and Assumption the officers of Leases from such Seller (or the general partner of such Seller, substantially in where appropriate) to execute this Agreement and the form of Exhibit H, duly executed other documents delivered by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating such Seller to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.;
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel v) a certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing Foreign Investment and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment each Seller or the applicable person for U.S. federal income tax purposes, certifying that such person is not a “foreign person” as defined in Section 1445 of the CW Agreement Code and the Treasury Regulations promulgated thereunder, in accordance with substantially the form of Exhibit J hereto and any similar certificate or other affidavit under applicable state law; and
(vi) an executed closing statement reasonably approved by the Sellers and the Buyer; and
(vii) subject to the provisions of Section 6.33.6 and Section 5.2, a certificate executed by such Seller, remaking such Seller’s representations and warranties set forth in Sections 3.1 and 3.2 as if made on the Closing Date (other than those representations or warranties made as of a specific date, or with reference to previously dated materials, which representations and warranties shall be remade as of such specific dates or as of the date of such materials, as applicable), but updated to reflect such changed facts or circumstances which constitute Permitted Representation Changes, and do not result from a willful act which is prohibited under this Agreement which caused the representation or warranty to become untrue (a “Seller Update Certificate”).
7.2.17. All other instruments (d) In the event any Asset-Related Property is not assignable (such as a letter of credit that is not transferable), the Sellers shall use commercially reasonable efforts to provide the Buyer, at no cost to the Sellers, with the economic benefits of such property by enforcing such property (solely at the Buyer’s reasonable direction) for the benefit and documents at the expense of the Buyer; provided that (i) the Buyer shall indemnify and hold harmless the Sellers from any loss or liability the Sellers may suffer as a result of the Buyer’s direction, and (ii) provide to the Sellers such assurance of performance of such indemnity as the Sellers may reasonably required request;
(e) With respect to effectuate this Agreement the Assumed Loans, (i) a statement from the Assumed Loan Lender Party with respect to the outstanding amount of principal and accrued interest on the Assumed Loan and the transactions contemplated therebyamounts of any cash reserves or escrow accounts held by or for the Assumed Loan Lender Party in connection with the Assumed Loans as of the Closing Date, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially and (ii) originals of Assumed Loan Documents for such Assumed Loans, to the extent in the substance attached hereto as Exhibit K-1Seller’s possession; and
(f) With respect to the Repaid Loans and the Failed Loan Defeasances, duly executed evidence that any Lien securing the related Third Party Loan has been discharged from the applicable Property. The acceptance of the Deeds by the Issuer (which Issuer estoppel will constitute Buyer shall be deemed to be full performance and discharge of any and all obligations on the part of the “Estoppel Certification Requirement); provided that the failure of Seller Sellers to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior performed pursuant to the expiration provisions of the Inspection Periodthis Agreement, or any material adverse matterexcept where such agreements and obligations are specifically stated to survive.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Realty Capital Properties, Inc.)
Seller Deliveries. At the Closing, Seller shall deliver to Buyer, through the escrow administered by Escrow Agent, the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the samePurchaser:
7.2.1. An Assignment and Assumption Agreement (Bond Documentsa) from SellerGrant deeds, in substantially in the form of Exhibit F-1, duly executed by Seller.
7.2.2. An Assignment (BondSchedule 3.6(a), pursuant to which the Owned Real Property shall be transferred to Purchaser "AS IS", "WHERE IS" and with all faults (the "GRANT DEEDS");
(b) A xxxx of sale, in substantially in the form of Exhibit F-2Schedule 3.6(b), duly executed by Sellerpursuant to which the Personal Property shall be transferred to Purchaser "AS IS", along "WHERE IS" and with the original Bond. Buyer all faults;
(c) An assignment and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closingassumption agreement, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale for the Personalty from Seller, in substantially in the form of Exhibit GSchedule 3.6(c), duly executed by Seller.with respect to the Liabilities (the "ASSIGNMENT AND ASSUMPTION AGREEMENT");
7.2.4. An Assignment (d) Lease assignment and Assumption of Leases from Seller, assumption agreements in substantially in the form of Exhibit HSchedule 3.6(d), duly executed by Seller.with respect to each of the Branch Leases (the "LEASE ASSIGNMENTS");
7.2.5. An Assignment (e) Subject to the provisions of Warranties and Permits from SellerSection 7.4, such consents of landlords under the Branch Leases, as shall be required pursuant to the terms of such Branch Leases, to the assignment of the Branch Leases to Purchaser in substantially in the form of Exhibit I, duly executed by Seller.Schedule 3.6(e) (the "LANDLORD CONSENTS");
7.2.6. An Assignment and Assumption of Contracts, relating (f) Subject to the Contractsprovisions of Section 7.4, if any, from Seller, such consents as shall be required pursuant to the terms of the Tenant Leases and the Personal Property Leases in connection with the assignments thereof to Purchaser;
(g) An Officer's Certificate in substantially in the form of Exhibit JSchedule 3.6(g);
(h) An opinion of Seller's counsel, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrowdated the Closing Date, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable reasonably satisfactory to SellerPurchaser substantially to the effect that:
(i) Seller is a national banking association, duly executed by Seller.
7.2.16. An assignment organized and validly existing under the laws of the CW United States, with all requisite corporate power and authority to execute, deliver and perform this Agreement;
(ii) all Regulatory Approvals required to have been obtained by Seller or its Affiliates have been obtained and are in full force and effect; and
(iii) this Agreement has been duly authorized, executed and delivered by Seller and (assuming due authorization, execution and delivery by Purchaser) is a valid and legally binding obligation of Seller enforceable in accordance with the provisions its terms, subject to bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium and similar laws of Section 6.3.general applicability relating to or affecting creditors' rights and to general equity principles;
7.2.17. All other instruments and documents reasonably required (i) The Draft Closing Statement;
(j) Seller's resignation as trustee or custodian, as applicable, with respect to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures each XXX or statements or withholding certificates.
7.2.18. An estoppel certificate substantially Xxxxx Account included in the substance attached hereto Deposits and designation of Purchaser as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement successor trustee or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” custodian with respect thereto which have not been delivered or made available as contemplated by Section 2.4;
(k) All documentation required to Buyer prior to exempt Seller from the expiration withholding requirement of Section 1445 of the Inspection PeriodCode, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An consisting of an affidavit from Seller to Purchaser under penalty of perjury that Seller is not a foreign person and providing Seller's U.S. taxpayer identification number; and
(l) Such other documents as the parties determine are reasonably acceptable necessary to consummate the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the PropertyP&A Transaction as contemplated hereby.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Seller Deliveries. At the Closing, Seller shall deliver or cause to Buyerbe delivered to Purchaser, through the escrow administered by Escrow Agentat Seller's sole cost and expense, the following, and it which delivery obligations shall be conditions concurrent with Purchaser's Closing obligations:
(i) A special warranty deed, fully executed and acknowledged by Seller, in form attached hereto as Exhibit D and incorporated herein by this reference (the "Deed"), conveying to Purchaser good and indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances (without reference to on the-ground items from the Survey or Updated Survey even though made exceptions to such warranty by the terms of this Agreement) and in a condition in which the Title Policy may be issued to Buyer’s obligation Purchaser subject only to close that Seller the Permitted Encumbrances and standard form policy exceptions other than (i) parties in possession, and (ii) with the year of liens for taxes being completed as the year of Closing (with all prior taxes having been paid by Seller). At Purchaser's request, the Deed shall have delivered the same:
7.2.1reserve a vendor's lien in favor of a third party lender from whom Purchaser is obtaining acquisition and/or development financing, if applicable. An Assignment The metes and Assumption Agreement (Bond Documents) from Seller, substantially bounds description used in the form of Exhibit F-1Deed shall be the description provided with the Updated Survey.
(ii) The Certificate as to Non-Foreign Status described in Section 12 hereof, duly fully executed and sworn to by Seller.
7.2.2. An Assignment (Bond), substantially iii) The Indemnity Agreement in the form a sufficient number of Exhibit F-2, duly Seller-executed by Seller, along and Agrifos-executed originals to provide Seller with the original Bond. Buyer at least two originals thereof and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at ClosingPurchaser two fully signed originals thereof.
7.2.3. A xxxx of sale for the Personalty from Seller(iv) An affidavit as to debts, substantially in the form of Exhibit G, duly executed by Seller.
7.2.4. An Assignment liens and Assumption of Leases from Seller, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall Company and Purchaser, in standard form reasonably require in order to issuerequired by the Title Company, without extra chargewhereby Seller assures the Title Company and Purchaser (among other things reasonably requested by the Title Company) that there are no liens on the Property not being paid off by Seller at Closing, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens there are no unpaid bills for work performed by Seller on the Property or contiguous property owned by Seller that could give rise to mechanic's or materialmen's liens or claims associated with such work (but not and indemnifying the Title Company from any tenant) prior to Closingsuch claims), or for rights of and that there are no parties in possession of the Property other than third parties who have rights to possession or placement of pipelines or improvements on the Property pursuant to the Leases. Seller will also provide Permitted Encumbrances.
(v) Complete and full possession of the Property free and clear of all tenancies and leaseholds of every kind and all parties in possession except parties exercising only rights that are provided under the Permitted Encumbrances.
(vi) Intentionally deleted.
(vii) Such evidence of Seller's organization and good standing and Seller's and its representatives' authority to consummate this transaction and execute Closing documents pursuant to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit terms hereof as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably is acceptable to the Title Insurer.
7.2.20. An affidavit from Seller Company for purposes of issuing the Title Policy and reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the PropertyPurchaser.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent (viii) Notices required by lawCity of Houston and City of Pasadena ordinances pursuant to notices filed under Clerk's File Numbers: M337573 and M494333.
Appears in 1 contract
Samples: Real Estate Purchase and Sale Agreement (Orion Marine Group Inc)
Seller Deliveries. At Closing, Seller shall deliver the following documents to BuyerEscrow Agent at the Closing:
(a) a special warranty deed (a “Deed”) in substantially the form attached hereto as Exhibit D, through duly executed by OwnerCo;
(b) an Assignment of Contracts, duly executed by OwnerCo and LeaseCo;
(c) a Xxxx of Sale, duly executed by OwnerCo and LeaseCo;
(d) an Assignment of Licenses, Permits and Warranties of Seller, duly executed by OwnerCo and LeaseCo;
(e) an Assignment of Management Agreement, duly executed by OwnerCo and LeaseCo;
(f) an estoppel certificate from Manager to Buyer in substantially the escrow administered by Escrow Agentform attached hereto as Exhibit H (excluding, however, any provisions that Manager is not obligated to provide under the followingManagement Agreement) (the “Manager Estoppel Certificate”);
(g) such other assignments, instruments of transfer, and it shall be other documents as Buyer and Title Company may reasonably require in order to complete the transactions contemplated hereunder, in each case, duly executed by OwnerCo and/or LeaseCo, as applicable;
(h) a condition to Buyerduly executed officer’s obligation to close certificate from Seller certifying that Seller shall have has taken all necessary action to authorize the execution of all documents being delivered hereunder and the same:consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;
7.2.1. An Assignment (i) an executed incumbency certificate from OwnerCo’s and Assumption LeaseCo’s sole member certifying the authority of the officers of such sole member to execute this Agreement and the other documents delivered by OwnerCo and LeaseCo to Buyer at the Closing;
(Bond Documentsj) from Sellera PTAX-203 Illinois Real Estate Transfer Declaration, duly executed by OwnerCo;
(k) a PTAX-203-A Illinois Real Estate Transfer Declaration Supplemental Form A, duly executed by OwnerCo;
(l) a Xxxx County Real Estate Transfer Declaration, duly executed by OwnerCo;
(m) a City of Chicago Real Property Transfer Tax Declaration, duly executed by OwnerCo;
(n) an affidavit that Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in substantially in the form of Exhibit F-1F hereto;
(o) the Closing Statement, duly executed by Seller.;
7.2.2. An Assignment (Bond), substantially in p) the form of Exhibit F-2Title Affidavit, duly executed by SellerOwnerCo;
(q) a personal gap undertaking or indemnity, along with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit Grequired by Title Company, duly executed by Seller.OwnerCo;
7.2.4. An Assignment and Assumption (r) a current Full Payment Certificate, as issued by the City of Leases from Seller, substantially Chicago Department of Finance in sufficient form to permit the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating to the Contracts, if any, from Seller, substantially in the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair recording of the Land Deed;
(s) a release or certificate from the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies Illinois Department of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH Revenue (the “Estoppel Certificate RequirementDOR”); provided the failure ) issued in response to Seller’s filing of a CBS-1 Notice of Sale, Purchase, or Transfer of Business Assets form, showing any amount claimed due from Seller to deliver DOR or stating that no such tenant estoppel amount is due. To the extent that such certificate shall constitute a failure disclose any amounts due and owing, such amounts shall either be: (i) paid by Seller prior to Closing, and Seller shall provide evidence of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available such payment to Buyer, or other (ii) paid over to the DOR at Closing; and
(t) a release or certificate from the Chicago Department of Finance (the “DOF”) issued in response to Buyer’s filing of a Bulk Sales Notification form, showing any amount claimed due from Seller to DOF or stating that no such material adverse mattersamount is due. Tenant improvement allowance which is disclosed in To the PVH Lease extent that such certificate shall disclose any amounts due and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer owing, such amounts shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed either be: (i) paid by Seller (but not any tenant) prior to Closing, and Seller shall provide evidence of such payment to Buyer, or for rights of parties in possession other than pursuant (ii) paid over to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title InsurerDOF at Closing.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matter.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Ashford Hospitality Prime, Inc.)
Seller Deliveries. At the Closing, Seller shall deliver to BuyerPurchaser:
(a) Special warranty deed and other instruments of conveyance as may be necessary to sell, through transfer and convey all right, title and interest in and to the escrow administered Real Property to Purchaser, free and clear of all Encumbrances (other than customary title exceptions that do not impair in any material respect Purchaser’s possession, use or enjoyment of any of the Real Property), in forms to be reasonably agreed upon by Escrow AgentSeller and Purchaser;
(b) A xxxx of sale in substantially the form agreed upon by Seller and Purchaser prior to the Closing and to be designated Schedule 3.5(b), pursuant to which the following, Personal Property and it Loans shall be a condition transferred to Buyer’s obligation Purchaser;
(c) An assignment and assumption agreement in substantially the form agreed upon by Seller and Purchaser prior to close that Seller shall have delivered the same:
7.2.1. An Closing and to be designated Schedule 3.5(c), with respect to the Assumed Liabilities (the “Assignment and Assumption Agreement Agreement”);
(Bond Documentsd) Assignment and assumption agreements in substantially the form agreed upon by Seller and Purchaser prior to the Closing and to be designated Schedule 3.5(d), with respect to each of the Equipment Leases (the “Equipment Lease Assignments”);
(e) Assignment and assumption agreements in substantially the form agreed upon by Seller and Purchaser prior to the Closing and to be designated Schedule 3.5(e), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(f) The certificate required to be delivered by Seller pursuant to Section 9.1(e);
(g) The Draft Closing Statement;
(h) Seller’s resignation as trustee or custodian, as applicable, with respect to each XXX or Xxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(i) A certificate of non-foreign status pursuant to Treasury Regulations Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of Exhibit F-1the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv);
(j) Affidavits and such other customary documentation as shall be reasonably required by a title company selected by Purchaser and reasonably acceptable to Seller to issue title insurance policies (each, duly executed by Seller.
7.2.2. An Assignment (Bond)a “Title Policy,” and collectively, substantially in the form of Exhibit F-2, duly executed by Seller, along “Title Insurance”) with the original Bond. Buyer and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closing, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale for the Personalty from Seller, substantially in the form of Exhibit G, duly executed by Seller.
7.2.4. An Assignment and Assumption of Leases from Seller, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating respect to the Contracts, if any, from Real Property insuring Purchaser or its designee as owner of marketable fee simple title;
(k) Seller, substantially in ’s keys to the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment safe deposit boxes and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural all other records as exist and engineering drawings and specifications, utilities layout plans, topographical plans and the like are in Seller’s possession or reasonable control related to the safe deposit box business at the Branch;
(l) Seller’s records related to the Deposits assumed by Purchaser hereunder as exist and owned by Seller used are in the constructionpossession or control of Seller;
(m) The contract, improvementagreements, alteration or repair leases and other documentation related to the Assets and the Assumed Liabilities;
(n) A certified copy of the Land or the Improvements; which may be delivered by being left at the Property or property managers office.
7.2.9. Originals or copies resolutions of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part board of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure directors of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and approving the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.hereby;
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part o) Copies of the “Estoppel Certification Requirement)complete personnel files for all Transferred Employees; provided that and
(p) Such other documents as the failure of Seller parties determine are reasonably necessary to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if consummate the Issuer asserts: a current default under the Bond Documents, the existence of any amendments to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matterP&A Transaction as contemplated hereby.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
Appears in 1 contract
Samples: Purchase and Assumption Agreement (Floridian Financial Group Inc)
Seller Deliveries. At the Closing, Seller shall deliver to BuyerPurchaser:
(a) Deeds and other instruments of conveyance as may be necessary to sell, through transfer and convey fee simple title and interest in and to the escrow administered Owned Real Property to Purchaser, free and clear of all Encumbrances (subject however to Permitted Encumbrances), in forms to be reasonably agreed upon by Escrow AgentSeller and Purchaser. Seller has caused the title company selected by Purchaser and reasonably acceptable to Seller to insure title to the Owned Real Property (“Title Insurer”) to deliver to Purchaser a current preliminary title report for the Owned Real Property, with copies of all documents referred to therein (“Title Reports”). If there are any new matters of title affecting the Owned Real Property as shown in any updated or supplemental title report delivered to Purchaser prior to Closing that do not constitute Permitted Encumbrances, Purchaser shall have five (5) calendar days from the date Purchaser receives written notice from the Title Insurer or Seller of any supplemental matter affecting title, together with a copy of the recorded documents, to disapprove any of the same by written notice to Seller specifying which matters are disapproved by Purchaser. If Seller receives such a notice, Seller shall give written notice to Purchaser within three (3) Business Days thereafter of: (a) Seller’s elimination of or agreement to eliminate those disapproved matters; (b) Seller’s agreement to provide at Seller’s sole expense such title insurance endorsements relating thereto as are acceptable to Purchaser pursuant hereto, prior to Closing; or (c) Seller’s refusal to eliminate the disapproved matters. If Seller gives Purchaser written notice pursuant to clause (c), or fails to give written notice to Purchaser as required by the immediately preceding sentence, Purchaser may, subject to approval from any required Regulatory Authority (including, to the extent required, the followingDOJ and the FRS), exclude the affected Owned Real Property and the associated Assets and Assumed Liabilities of such Owned Real Property other than the Deposits and Loans from this Agreement. Notwithstanding the foregoing, Purchaser need not disapprove any mortgages, deeds of trust, mechanic’s liens, federal and state tax liens, and it similar items representing monetary liens (a “Monetary Lien”), as Seller shall cause all of said items to be eliminated or insured over by the Title Insurer at Seller’s sole expense prior to or in conjunction with the Closing. Notwithstanding the foregoing any Branches that are excluded from this Agreement pursuant to this Section 3.5(a), shall still be considered “Branches” under this Agreement for purposes of the definition of “Branch Employees.”
(b) A bxxx of sale in substantially the form of Exhibit 3.5(b), pursuant to which the Personal Property shall be a condition transferred to Buyer’s obligation Purchaser;
(c) An assignment and assumption agreement in substantially the form of Exhibit 3.5(c), with respect to close that Seller shall have delivered the same:
7.2.1. An Assumed Liabilities, except for Loans as contemplated by Section 3.5(l) (the “Assignment and Assumption Agreement Agreement”);
(Bond Documentsd) Lease assignment and assumption agreements, in recordable form, in substantially the form of Exhibit 3.5(d), with respect to each of the Branch Leases (the “Branch Lease Assignments”);
(e) Assignment and assumption agreements in substantially the form of Exhibit 3.5(e), with respect to each of the Tenant Leases (the “Tenant Assignments”);
(f) Assignment and assumption agreements in substantially the form of Exhibit 3.5(f), with respect to each of the Equipment Leases (the “Equipment Lease Assignments”);
(g) Assignment and assumption agreements in substantially the form of Exhibit 3.5(g), with respect to each of the Assumed Contracts (the “Assumed Contract Assignments”);
(h) Such other documents or instruments of conveyance as are necessary or appropriate to consummate the transactions contemplated by this Agreement;
(i) The certificate required to be delivered by Seller pursuant to Section 9.1(e);
(j) Seller’s resignation as trustee or custodian, as applicable, with respect to each Deposit in an IXX or Kxxxx Account included in the Deposits and designation of Purchaser as successor trustee or custodian with respect thereto, as contemplated by Section 2.4;
(k) A certificate of non-foreign status pursuant to Treasury Regulation Section 1.1445-2(b)(2) from Seller, duly executed and acknowledged, substantially in the form of Exhibit F-1the sample certificates set forth in Treasury Regulation 1.1445-2(b)(2)(iv)(B);
(i) an executed global assignment of the Loan Documents, duly executed by Seller.
7.2.2. An Assignment (Bond), in substantially in the form of Exhibit F-23.5(h) (the “Loan Document Assignment”), assigning all of the rights, benefits and title to each of the Loans, and (ii) a power of attorney duly executed by Seller and granting Purchaser the ability to take the following actions on Seller, ’s behalf: (A) obtaining original executed copies of each promissory note evidencing a Loan along with an allonge executed by the original Bond. Buyer current holder of such promissory note endorsing it over to Purchaser or Purchaser’s designee, and Seller will cooperate and use commercially reasonable efforts to have the Issuer prepare and place into escrow at Closing a replacement bond naming Buyer (B) executing an assignment of mortgage, deed of trust or other real property security instrument, as the holder; but it will not be a Closing condition that the Issuer do so. Seller will cooperate with Buyer post-Closingapplicable, at no cost to Seller, to cause the Bond to be re-issued to Buyer if it has not been issued and delivered at Closing.
7.2.3. A xxxx of sale in recordable form (for the Personalty from Selleravoidance of doubt, substantially meaning in compliance with the form recording requirements of Exhibit Gthe applicable county land records), duly executed for any existing mortgage, deed of trust or other real property security instrument, as applicable, securing each Loan;
(m) Affidavits and such other customary documentation as shall be reasonably required by Seller.
7.2.4. An Assignment the Title Insurer to issue title insurance policies (each, a “Title Policy,” and Assumption of Leases from Sellercollectively, substantially in the form of Exhibit H, duly executed by Seller.
7.2.5. An Assignment of Warranties and Permits from Seller, substantially in the form of Exhibit I, duly executed by Seller.
7.2.6. An Assignment and Assumption of Contracts, relating “Title Insurance”) with respect to the ContractsOwned Real Property insuring Purchaser or its designee as owner of marketable fee simple title, if anysubject to Permitted Encumbrances;
(n) The Safe Deposit Agreements, from Seller, substantially in ’s keys to the form of Exhibit J, duly executed by Seller.
7.2.7. An Assignment safe deposit boxes and Assumption of Allowance Escrow, substantially in the form of Exhibit M, duly executed by Seller.
7.2.8. All architectural all other records as exist and engineering drawings and specifications, utilities layout plans, topographical plans and the like are in Seller’s possession or reasonable control and owned by Seller used in related to the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left safe deposit box business at the Property or property managers office.Branches; and
7.2.9. Originals or copies of (o) The Records, excluding the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office.
7.2.10. A notice to the tenants, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing.
7.2.11. A tenant estoppel certificate, substantially in the substance attached hereto as Exhibit K, duly executed by PVH (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificate shall not be deemed unsatisfactory merely because PVH qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if PVH asserts: current claims, offsets or defenses in favor of PVH, uncured landlord defaults, tenant rights or landlord obligations not set forth in the PVH Lease, any leases or other agreements with Seller, or bond documents or “side agreements,” not delivered or made available to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the PVH Lease and not yet advanced will not constitute a failure of the Estoppel Certificate Requirement.
7.2.12. Such affidavits or letters of indemnity as the Title Insurer shall reasonably require in order to issue, without extra charge, an leasehold policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or under Seller between the last rundown of title prior to Closing and a reasonable period of time thereafter, in form reasonably acceptable to Seller and the Title Insurer.
7.2.13. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended.
7.2.14. A certification by Seller that all representations and warranties made by Seller in Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate.
7.2.15. A settlement statement in form and substance acceptable to Seller, duly executed by Seller.
7.2.16. An assignment of the CW Agreement in accordance with the provisions of Section 6.3.
7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates.
7.2.18. An estoppel certificate substantially in the substance attached hereto as Exhibit K-1, duly executed by the Issuer (which Issuer estoppel will constitute part of the “Estoppel Certification Requirement); provided that the failure of Seller to deliver such estoppel certificate shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. An Issuer estoppel certificate shall not be deemed unsatisfactory merely because Issuer qualifies any statement or certification therein by a “knowledge” standard or similar provision. The requirement for an Issuer estoppel certificate will not be considered satisfied if the Issuer asserts: a current default under the Bond Loan Documents, the existence of any amendments which are subject to any Bond Documents or any “side agreements” with respect thereto which have not been delivered or made available to Buyer prior to the expiration of the Inspection Period, or any material adverse matterSection 3.7.
7.2.19. A broker’s lien waiver from the Broker reasonably acceptable to the Title Insurer.
7.2.20. An affidavit from Seller reasonably acceptable to the Title Insurer certifying that Broker is the only broker currently retained by Seller for the sale of the Property.
7.2.21. Either an Affidavit of Seller’s Residence, an Affidavit of Seller’s Gain or a Seller’s Certificate of Exemption, as and to the extent required by law.
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