Common use of Seller Deposits Clause in Contracts

Seller Deposits. Seller shall deposit (or cause to be deposited) the following: (a) Special Warranty Deed subject to the Permitted Exceptions, and an Affidavit of Property Value. (b) Proof of the existence of Seller and the authority of the person signing on its behalf reasonably acceptable to Escrow Agent to cause it to issue its extended owner’s policy of title insurance for the Real Property insuring Buyer following close of Escrow. (c) Xxxx of Sale for the FF&E and Inventory and an endorsed title for the motor vehicle (if any). (d) Assignment and Assumption Agreement conveying all of Seller’s right, title and interest in and to the Operating Agreements and Warranties and Intangibles which are assignable. (e) All keys, books, records, files, logs, registration books (including guest ledgers), sales client contact and revenue history, and all other materials in Seller’s possession or control which are necessary to maintain continuity of operation of the Hotel. (f) A list of all employees by name, indicating each such employee’s salary or wage and applicable benefits. Other than the Retained Employees, Seller shall terminate all employees on, and no employment contracts with employees shall exist as of, the Closing Date and Seller will pay any and all accrued and earned severance payments or benefits and accrued vacation and other benefits that have accrued or may be payable to such employees on or before 12:01 a.m. on the Closing Date. (g) A certification of non-foreign status in substantially the form contemplated under Section 1445(a) of the Internal Revenue Code. (h) Termination of the Existing Management Agreement executed by Seller and Manager. (i) Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer. (j) Such other documents as may reasonably be required by Buyer, its counsel, or Escrow Agent, to consummate the transaction which is the subject matter of this Agreement.

Seller Deposits. Seller shall deposit (or cause to be deposited) the following: (a) For each Property, a Special Warranty Deed subject to the Permitted Exceptions, and an Affidavit of Property Value. (b) Proof of the existence of Seller and the authority of the person signing on its behalf reasonably acceptable to Escrow Agent to cause it to issue its extended owner’s policy of title insurance for the Real Property Properties insuring Buyer following close of Escrow. (c) For each Property, a Xxxx of Sale for the FF&E and Inventory and an endorsed title for the motor vehicle (if any). (d) For each Property, an Assignment and Assumption Agreement conveying all of Seller’s right, title and interest in and to the Operating Agreements and Warranties and Intangibles which are assignable. (e) All keys, books, records, files, logs, registration books (including guest ledgers), sales client contact and revenue history, and all other materials in Seller’s possession or control which are necessary to maintain continuity of operation of the HotelHotels. (f) A list of all employees by name, indicating each such employee’s salary or wage and applicable benefits. Other than the Retained Employees, Seller shall terminate all employees on, and no employment contracts with employees shall exist as of, the Closing Date and Seller will pay any and all accrued and earned severance payments or benefits and accrued vacation and other benefits that have accrued or may be payable to such employees on or before 12:01 a.m. on the Closing Date. (g) A certification of non-foreign status in substantially the form contemplated under Section 1445(a) of the Internal Revenue Code. (h) Termination of the Existing Management Agreement executed by Seller and Manager. (i) Possession of the PropertyProperties, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer. (j) Such other documents as may reasonably be required by Buyer, its counsel, or Escrow Agent, to consummate the transaction which is the subject matter of this Agreement.

Seller Deposits. Seller shall deposit (or cause to be deposited) the following: (a) Special Warranty Deed subject to the Permitted Exceptions, and an Affidavit of Property Value. (b) Proof of the existence of Seller and the authority of the person signing on its behalf reasonably acceptable to Escrow Agent to cause it to issue its extended owner’s 's policy of title insurance for the Real Property insuring Buyer following close of Escrow. (c) Xxxx of Sale for the FF&E and Inventory and an endorsed title for the motor vehicle (if any). (d) Assignment and Assumption Agreement conveying all of Seller’s 's right, title and interest in and to the Operating Agreements and Warranties and Intangibles which are assignable. (e) All keys, books, records, files, logs, registration books (including guest ledgers), sales client contact and revenue history, and all other materials in Seller’s possession or control which are necessary to maintain continuity of operation of the Hotel. (f) A list of all employees by name, indicating each such employee’s salary or wage and applicable benefits. Other than the Retained Employees, Seller shall terminate all employees on, and no employment contracts with employees shall exist as of, the Closing Date and Seller will pay any and all accrued and earned severance payments or benefits and accrued vacation and other benefits that have accrued or may be payable to such employees on or before 12:01 a.m. on the Closing Date. (g) A certification of non-foreign status in substantially the form contemplated under Section 1445(a) of the Internal Revenue Code. (h) Termination of the Existing Management Agreement executed by Seller and Manager. (i) Possession of the Property, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer. (j) Such other documents as may reasonably be required by Buyer, its counsel, or Escrow Agent, to consummate the transaction which is the subject matter of this Agreement.

Seller Deposits. Seller shall deposit (or cause to be deposited) the following: (a) Special Warranty Deed Deeds subject to the Permitted Exceptions, and an Affidavit Affidavits of Property Value. (b) Proof of the existence of Seller and the authority of the person signing on its behalf reasonably acceptable to Escrow Agent to cause it to issue its extended owner’s policy of title insurance for the Real Property Properties insuring Buyer following close of Escrow. (c) Xxxx of Sale for the FF&E and Inventory and an endorsed title for the motor vehicle (if any). (d) Assignment and Assumption Agreement Agreements conveying all of Seller’s right, title and interest in and to the Operating Agreements and Warranties and Intangibles which are assignable. (e) All keys, books, records, files, logs, registration books (including guest ledgers), sales client contact and revenue history, and all other materials in Seller’s possession or control which are necessary to maintain continuity of operation of the HotelHotels. (f) A list of all employees by name, indicating each such employee’s salary or wage and applicable benefits. Other than the Retained Employees, Seller shall terminate all employees on, and no employment contracts with employees shall exist as of, the Closing Date and Seller will pay any and all accrued and earned severance payments or benefits and accrued vacation and other benefits that have accrued or may be payable to such employees on or before 12:01 a.m. on the Closing Date. (g) A certification of non-foreign status in substantially the form contemplated under Section 1445(a) of the Internal Revenue Code. (h) Termination of the Existing Management Agreement executed by Seller and Manager. (i) Possession of the PropertyProperties, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer. (j) Such other documents as may reasonably be required by Buyer, its counsel, or Escrow Agent, to consummate the transaction which is the subject matter of this Agreement.

Seller Deposits. Seller shall deposit (or cause to be deposited) the following: (a) Special Warranty Deed subject to the Permitted Exceptions, and an Affidavit of Property Properties Value. (b) Proof of the existence of Seller and the authority of the person signing on its behalf reasonably acceptable to Escrow Agent to cause it to issue its extended owner’s policy of title insurance for the Real Property Properties insuring Buyer following close of Escrow. (c) Xxxx of Sale for the FF&E and Inventory and an endorsed title for the motor vehicle (if any). (d) Assignment and Assumption Agreement conveying all of Seller’s right, title and interest in and to the Operating Agreements and Warranties and Intangibles which are assignable. (e) All keys, books, records, files, logs, registration books (including guest ledgers), sales client contact and revenue history, and all other materials in Seller’s possession or control which are necessary to maintain continuity of operation of the HotelHotels. (f) A list of all employees by name, indicating each such employee’s salary or wage and applicable benefits. Other than the Retained Employees, Seller shall terminate all employees on, and no employment contracts with employees shall exist as of, the Closing Date and Seller will pay any and all accrued and earned severance payments or benefits and accrued vacation and other benefits that have accrued or may be payable to such employees on or before 12:01 a.m. on the Closing Date. (g) A certification of non-foreign status in substantially the form contemplated under Section 1445(a) of the Internal Revenue Code. (h) Termination of the Existing Management Agreement executed by Seller and Manager. (i) Possession of the PropertyProperties, subject only to rights of guests in possession and tenants pursuant to written leases included in the Leases, and estoppel certificates from tenants under Leases and the lessors under FF&E Leases in form and substance acceptable to Buyer. (j) Such other documents as may reasonably be required by Buyer, its counsel, or Escrow Agent, to consummate the transaction which is the subject matter of this Agreement.