Seller Required to Deliver. On or before the Close of Escrow, Seller shall deliver to Escrow (or to Buyer, if otherwise indicated below) the following:
6.4.1. A duly executed and acknowledged Special Warranty Deed, conveying fee title to the Real Property, subject to the Permitted Exceptions, in favor of Buyer;
6.4.2. A completed Certificate of Non-Foreign Status, duly executed by Seller under penalty of perjury;
6.4.3. Intentionally omitted;
6.4.4. A Xxxx of Sale, for the Personal Property, if any, in favor of Buyer and duly executed by Seller;
6.4.5. The Closing Statement and such other documents as Escrow Holder may require from Seller in order to issue the Title Policy (but not including any extended coverage under the Title Policy or any endorsements to either the owner’s or the mortgagee’s title policy requested by Buyer or Buyer’s lender) and/or effectuate the transaction contemplated by this Agreement;
6.4.6. A counterpart original of the Assignment Agreement duly executed by Seller, assigning all of Seller’s right, title and interest in and to the Lease, Contracts (to the extent not required to be terminated hereunder) and Permits to Buyer from and after the Close of Escrow;
6.4.7. To Buyer, if any, all keys to all buildings and other improvements located on the Real Property, combinations to any safes thereon, and security devices therein in Seller’s possession;
6.4.8. A letter from Seller addressed to Tenant informing Tenant of the change in ownership as set forth in this Agreement. Such letter shall be delivered to Escrow Holder with instructions to forward the letter to Tenant immediately after the Close of Escrow. The costs of sending the notice shall be shared equally by Buyer and Seller.
6.4.9. To Buyer, the original Lease, or, if not in Seller’s possession, a copy thereof; and
6.4.10. To Buyer, the Tenant file(s) maintained by Seller (including correspondence).
Seller Required to Deliver. On or before Close of Escrow, Seller shall deliver to Escrow the following:
2.4.1 A duly executed and acknowledged grant, bargain and sale deed, in the form attached hereto as Exhibit D, conveying fee title to the Property in favor of Buyer (the "Grant Deed");
2.4.2 An executed Certificate of Non-Foreign Status;
2.4.3 A xxxx of sale, in the form attached hereto as Exhibit E, for the Personal Property, if any, without warranty, in favor of Buyer and duly executed by Seller;
2.4.4 Such other documents as Title Company may reasonably require from Seller in order to issue the Title Policies;
2.4.5 Title Company's premium for the CLTA component of the Title Policies, based on the Purchase Price being Twenty-four Million Three Hundred Seventeen Thousand and 00/100 Dollars ($24,317,000.00);
2.4.6 The Tenants' estoppel certificates described in Paragraph 2.0 and the Seller's estoppel certificates described in Paragraph 3.0;
2.4.7 Notices to Tenants, in the form attached hereto as Exhibit F, of the transfer of the Property;
2.4.8 A counterpart original of the Replacement Financing Assignment;
2.4.9 Seller shall deliver to Buyer all keys to all buildings and other improvements located on the Property, combinations to any safes thereon, and security devices therein in Seller's possession;
2.4.10 Seller shall deliver all records and files relating to the management or operation of the Property, Including, without limitation, the Leases, the Lease guarantees (and all other similar credit enhancements providing additional security for the Leases), all insurance policies, all security contracts, all tenant files (including correspondence), property tax bills, and all calculations used to prepare statements of rental increases under the Leases and statements of common area charges, insurance, property taxes and other charges which are paid by tenants of the Property;
2.4.11 All of the security deposits, and other deposits, held in connection with the Leases; and
2.4.12 A counterpart original of the Assignment and Assumption Agreement.
Seller Required to Deliver. On or before Closing, Seller shall deliver to Escrow the following:
7.4.1 A duly executed and acknowledged special warranty deed, conveying fee title to the Property in favor of Buyer (the “Deed”);
7.4.2 An executed certificate of non-foreign status;
7.4.3 A xxxx of sale of the Personal Property, if any, without warranty, in favor of Buyer and duly executed by Seller, in substantially the form attached hereto as Exhibit D;
7.4.4 An original counterpart executed by Seller of the Assignment and Assumption Agreement;
7.4.5 On or before Closing, the Master Lease (as hereinafter defined);
7.4.6 A counterpart Closing Statement setting forth the Purchase Price and all amounts charged against Seller pursuant to Section 7.7 of this Agreement;
7.4.7 Such other documents as Title Company may reasonably require from Seller in order to issue the Title Policy;
7.4.8 A letter from Seller addressed to each Tenant informing such Tenant of the change in ownership and directing that future rent payments be made to Buyer;
7.4.9 All keys to all buildings and other improvements located on the Property, combinations to any safes thereon, and security devices therein in Seller’s possession;
7.4.10 All records and files relating to the management or operation of the Property, including, without limitation, all insurance policies, all security contracts, all tenant files (including correspondence), property tax bills, and all calculations used to prepare statements of rental increases under the Leases and statements of common area charges, insurance, property taxes and other charges which are paid by tenants of the Project; and
Seller Required to Deliver. No later than one (1) business day prior to the Closing Date (unless an earlier date is specified), Seller shall deliver to Escrow Holder the following:
Seller Required to Deliver. On or before the Close of Escrow, Seller shall deliver to the Title Company the following:
(a) a duly executed and acknowledged Special Warranty Deed in recordable form, attached hereto as Exhibit “E”, conveying fee title to the Property, as required by Section 3.1, above, in favor of Buyer (the “Deed”);
(b) title to and possession of the Property, subject to all Permitted Exceptions;
(c) all tenant security deposits held by Seller in its capacity as Landlord for the Leases, or, alternatively, Seller may give Buyer a credit for the same at Closing;
(d) two duly executed counterparts of the assignment and assumption of leases in the form attached hereto as Exhibit “D”;
(e) a duly executed copy of the Closing Statement;
(f) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller;
(g) an Affidavit of Transferor’s Non-foreign Status in a form satisfying the provisions of Section 1445 of the Internal Revenue Code of 1986, as amended;
(h) the above-described Tenant Notices signed by Seller; and
(i) such other information and documents as may be required by the Title Company to convey the Property to Buyer and issue the Title Policy required by Section 3.1 above and as shall be reasonably required to consummate the transaction contemplated by this Agreement.
Seller Required to Deliver. Before the Close of Escrow, Seller shall deposit into escrow the following:
4.3.1 A grant deed conveying the Property to Buyer, in the form attached hereto as Exhibit “B”, duly executed by Seller and acknowledged (the “Grant Deed”);
4.3.2 A California 593 certificate and federal non-foreign affidavit (with respect to Seller); and
4.3.3 Any other documents reasonably required by Escrow Holder or the Title Company to be deposited by Buyer to carry out this escrow.
Seller Required to Deliver. On or before Close of Escrow, Seller shall deliver to Escrow the following:
6.4.1. A duly executed and acknowledged grant deed, conveying fee title to the Property in favor of Buyer (the “Grant Deed”);
6.4.2. An executed Certificate of Non-Foreign Status;
6.4.3. A xxxx of sale of the Personal Property, if any, without warranty, in favor of Buyer and duly executed by Seller;
6.4.4. Such other documents as Title Company may require from Seller in order to issue the Title Policy;
6.4.5. Tenant estoppel certificates;
6.4.6. Seller shall deliver to Buyer all keys to all buildings and other improvements located on the Property, combinations to any safes thereon, and security devices therein in Seller’s possession;
6.4.7. Seller shall deliver all records and files relating to the management or operation of the Property, including, without limitation, all insurance policies, all security contracts, all tenant files (including correspondence), property tax bills, and all calculations used to prepare statements of rental increases under the Leases and statements of common area charges, insurance, property taxes and other charges which are paid by tenants of the Project; and
6.4.8. A counterpart original of the Assignment and Assumption Agreement.
Seller Required to Deliver. 6.4.1. No later than one (1) business day prior to the Close of Escrow (unless an earlier date is specified), Seller shall deliver to Escrow Holder the following:
(a) One (1) original Limited Warranty Deed in the form attached hereto as Exhibit F (the “Deed”), duly executed and acknowledged by Seller and in proper form for recording, conveying fee title to the Real Property to Buyer;
(b) One (1) original Sales Disclosure, duly executed and acknowledged by Seller and in proper form for recording.
(c) Two (2) original Assignment Agreements, duly executed by Seller, assigning all of Seller’s right, title and interest in and to the Leases, Personal Property, Contracts, which Buyer elects to assume, and Permits to Buyer from and after the Close of Escrow;
(d) One (1) original certification as to Seller’s non-foreign status which complies with the provisions of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended, any regulations promulgated thereunder, and any revenue procedures or other officially published announcements of the Internal Revenue Service or the U.S. Department of the Treasury in connection therewith (the “FIRPTA”);
(e) One (1) original letter, in a form acceptable to Buyer, duly executed by Seller, advising the tenants under the Leases of the change in ownership of the Real Property;
(f) No later than ten (10) days prior to Close of Escrow, Tenant’s estoppel certificates as required by and provided for in Section 9.1.6 and “SNDA,” as defined in, required by and provided for in Section 9.1.6;
(g) Such other documents and instruments, executed and properly acknowledged by Seller, if applicable, as Title Company may require from Seller in order to issue the Title Policy;
(h) Such other documents as may be required by this Agreement or as may reasonably be required to carry out the terms and intent of this Agreement, provided that such documents shall not increase Seller’s liability or result in a material expense to Seller;
(i) A current Rent Roll certified by the Seller as being true and accurate as of the Closing Date; and
6.4.2. Within one (1) business day after the Close of Escrow, Seller shall make available to Buyer or its agent the following:
(a) All keys to all buildings and other improvements located on the Real Property, combinations to any safes thereon, and security devices therein in Seller’s possession;
(b) A letter from Seller addressed to each Tenant informing such Tenant of the change in ownership;
(c) The original L...
Seller Required to Deliver. On or before Close of Escrow, Seller shall deliver to Escrow the following:
6.4.1. A duly executed and acknowledged grant deed, conveying fee title to the Property in favor of Buyer, subject only to the Permitted Exceptions (the "Grant Deed");
6.4.2. An executed Certificate of Non-Foreign Status;
6.4.3. A xxxx of sale of the Personal Property, if any, without warranty, in favor of Buyer and duly executed by Seller;
6.4.4. Such other documents as Title Company may require from Seller in order to issue the Title Policy;
Seller Required to Deliver. On or before the Closing Date, Seller shall deliver to Escrow (unless otherwise noted) the following:
7.4.1. A duly executed and acknowledged special warranty deed, in substantially the form attached as Exhibit "E", conveying fee title to the Property in favor of Buyer or Buyer's nominee, which deed shall include an "AS IS" provision, as outlined in Section 8.2.3. (the "Deed").
7.4.2. The original executed Estoppel Certificates.
7.4.3. An executed certificate of non-foreign status.
7.4.4. Two (2) original counterparts executed by Seller of the Assignment of Leases.
7.4.5. Two (2) original counterparts executed by Seller of the Assignment and Assumption Agreement.
7.4.6. Two (2) original counterparts executed by Seller of the Closing Statement; provided, however, that such executed Closing Statement may be transmitted by facsimile and/or e-mail so long as two (2) original counterparts are deposited with Federal Express or other nationally recognized overnight delivery service on the Closing Date for delivery to Escrow Holder the next Business Day, if required by Escrow Holder.
7.4.7. Such other documents as Title Company may reasonably require from Seller in order to issue the Title Policy.
7.4.8. In the event there is a Memorandum of Lease recorded against the Property, on or before the Closing, Seller shall deliver to Escrow Holder a Memorandum for the Property in the form agreed to between the parties, executed and acknowledged by Seller.
7.4.9. A letter from Seller addressed to each Tenant informing such Tenant of the change in ownership and transfer of any security deposits and directing that future rent payments be made to Buyer in substantially the form attached as Exhibit "F".
