Seller’s and Buyer’s Closing Deliveries. (a) To effect the Closing, Sellers shall deliver to the Escrow Agent (except as otherwise provided below in this Section 6.2(a)) the following: (i) the Deeds and the Assignment of Ground Lease, (ii) signed counterparts of the Assignments of Leases, as well as assignments of Sellers’ interest in the Temporary Occupancy Agreements, if any, (iii) certificates and affidavits of non-foreign status from each of the Sellers, (iv) completed 1099-S requests for taxpayer identification numbers and certifications and acknowledgments, (v) owner’s affidavits in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies, (vi) signed notices to all tenants and other occupants of the Property, substantially in the form of Exhibit “F” attached hereto and made a part hereof, advising them of the sale of the Property and directing them where to send all future rent and notices, (vii) resolutions of Sellers authorizing the sale of the Property pursuant to this Agreement and the authority of the officer executing the closing documents on behalf of Sellers; (viii) valid assignments to Buyer of Sellers’ rights, if any, to the names “Southampton Village”, “Center Pointe Plaza” and “Centerpoint Plaza”, and to the extent assignable, in and to any and all warranties, guaranties, indemnifications and intangible property, if any, owned by Sellers with respect to each of the Properties, same to be in substantially the form of Exhibit “G” attached hereto and made a part hereof, (ix) a settlement statement with respect to the Closing, (x) a “bring down” certificate as to the representations and warranties made by Sellers herein advancing the dates of the same to the Closing Date, (xi) such other closing documents as may be reasonably necessary to consummate the transactions contemplated herein, and (xii) copies to Buyer of all notice letters terminating the service agreements (not otherwise surviving Closing), as referenced in Section 9.1(a)(xiv) below. (b) To effect the Closing, Buyer shall deliver to Escrow Agent: (i) signed counterparts of the Assignments of Leases, (ii) a settlement statement with respect to the Closing, and (iii) such other closing documents as may be reasonably necessary to consummate the transactions contemplated herein. (c) Unless otherwise provided herein, all documents and funds necessary for Closing shall be deposited in escrow on or prior to the Closing Date. At Closing, the Title Company shall: (i) deliver the Deeds to Buyer by filing the Deeds for record in the public records for the jurisdiction in which the Properties are located; (ii) pay to Sellers the Purchase Price less the Xxxxxxx Deposit and any credits to which Buyer is entitled; (iii) issue the Title Policies; and (iv) charge Sellers and Buyer for the closing costs as set forth in Section 5 above. Sellers shall deliver exclusive possession of the Property to Buyer at the Closing, subject to the rights of any parties under the Permitted Exceptions.
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Samples: Purchase Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)
Seller’s and Buyer’s Closing Deliveries. (a) To effect the Closing, Sellers Seller shall deliver to the Escrow Agent (except as otherwise provided below in this Section 6.2(a)) the following: (i) the Deeds Deed and the Assignment of Ground Lease, Quitclaim Deed (if required); (ii) signed counterparts of the Assignments Assignment of Leases, as well as assignments an assignment of Sellers’ Seller’s interest in the Temporary Occupancy Agreements, if any, ; (iii) certificates a certificate and affidavits affidavit of non-foreign status from each of the Sellers, status; (iv) a completed 1099-S requests request for taxpayer identification numbers number and certifications certification and acknowledgments, acknowledgment; (v) owner’s affidavits a title affidavit substantially in the form of Exhibit “H” attached hereto as Exhibit “B”, in support of the issuance of the Title Policies, and made a part hereof; (vi) signed notices to all tenants and other occupants of the Property, substantially in the form of Exhibit “FE” attached hereto and made a part hereof, advising them of the sale of the Property and directing them where to send all future rent and notices, ; (vii) certificates or resolutions of Sellers Seller authorizing the sale of the Property pursuant to this Agreement and the authority of the officer executing the closing documents on behalf of SellersSeller and any documents reasonably requested by Title Company to document such authority; (viii) a valid assignments assignment to Buyer of Sellers’ Seller’s rights, if any, to the names name “Southampton VillageXxxxxxxx Center”, “Center Pointe Plaza” and “Centerpoint Plaza”, and to the extent assignable, substantially in and to any and all warranties, guaranties, indemnifications and intangible property, if any, owned by Sellers with respect to each of the Properties, same to be in substantially the form of Exhibit “GF” attached hereto and made a part hereof, ; (ix) a certificate reaffirming Seller’s representations and warranties contained in this Agreement; and (x) a settlement statement with respect to the Closing. In addition, within three (x3) a “bring down” certificate as business days following the Closing, Seller shall deliver to Buyer executed counterparts of all Leases and any amendments, guarantees and other documents relating thereto, to the representations and warranties made by Sellers herein advancing the dates of the same extent in Seller’s possession. Finally, Seller shall have access to the Property for a period of three (3) business days following the Closing Date, (xi) such other closing documents as may be reasonably necessary to consummate Date for the transactions contemplated herein, purpose of removing Seller proprietary property and (xii) copies to Buyer of all notice letters terminating otherwise removing items at the service agreements (not otherwise surviving Closing), as referenced in Section 9.1(a)(xiv) belowProperty identifying Seller.
(b) To effect the Closing, Buyer shall deliver to Escrow Agent: (i) signed counterparts of the Assignments Assignment of Leases, ; (ii) a settlement statement with respect to the Closing, ; and (iii) such other closing documents as may be reasonably necessary to consummate the transactions contemplated herein.
(c) Unless otherwise provided herein, all documents necessary for Closing shall be deposited in escrow at least two (2) business days prior to the Closing Date, and all funds necessary for Closing shall be deposited in escrow on or at least one (1) business day prior to the Closing Date. At Closing, the Title Company shall: (i) deliver the Deeds Deed to Buyer by filing the Deeds Deed for record in the public records for the jurisdiction in which the Properties are Property is located; (ii) pay to Sellers Seller the Purchase Price less the Xxxxxxx Deposit and any credits to which Buyer is entitled, and disburse the Xxxxxxx Deposit to Seller; (iii) issue the Title PoliciesPolicy; and (iv) charge Sellers Seller and Buyer for the closing costs as set forth in Section 5 above. Sellers Seller shall deliver exclusive possession of the Property to Buyer at the Closing, subject to except for the rights of any parties under the Permitted Exceptions.
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Samples: Purchase Agreement (Wheeler Real Estate Investment Trust, Inc.)
Seller’s and Buyer’s Closing Deliveries. (a) To effect the Closing, Sellers Seller shall deliver execute (and if required, have acknowledged) and deliver, or shall cause to be executed and delivered, to the Escrow Agent prior to the Closing Date signed originals of the following documents or instruments (except as otherwise provided below in this Section 6.2(a)) collectively, the following: “Seller’s Closing Deliverables”):
(i) the Deeds and the An Assignment of Ground Lease, (ii) signed counterparts of the Assignments of Leases, as well as assignments of Sellers’ interest in the Temporary Occupancy Agreements, if any, (iii) certificates and affidavits of non-foreign status from each of the Sellers, (iv) completed 1099-S requests for taxpayer identification numbers and certifications and acknowledgments, (v) owner’s affidavits Membership Interests in the form attached hereto as Exhibit “BG”, in support and if any of the issuance Membership Interests are certificated, the originals of all such certificates evidencing the Membership Interests, duly endorsed and/or assigned to Buyer;
(ii) a completed 1099-S request for taxpayer identification number and certification and acknowledgment;
(iii) the Title Policies, Affidavit from the Property Owners;
(viiv) the Non-Imputation Affidavit;
(v) signed notices to all tenants and other occupants of the each Constituent Property, substantially in the form of Exhibit “FD” attached hereto and made a part hereof, advising them of the sale of the Property such Membership Interests and directing them where to send all future rent and notices (collectively, the “Tenant Notice Letters”);
(vi) signed notices to all third parties under the Assumed Contracts advising them of the sale of such Membership Interests and directing them where to send all invoices, payments and notices, ;
(vii) certificates or resolutions of Sellers Seller authorizing the sale of the Property Membership Interests pursuant to this Agreement and the authority of the officer executing the closing documents on behalf of Sellers; Seller;
(viii) valid assignments to Buyer a certificate of Sellersthe secretary of the Seller, dated as of the Closing Date, certifying (A) that complete and true copies of the Property Owners’ rightsorganizational documents in effect on the Closing Date are attached thereto, if any, (B) as to the names “Southampton Village”, “Center Pointe Plaza” genuineness and “Centerpoint Plaza”incumbency of the signatures of each officer of the Seller executing this Agreement and the Closing Documents required hereunder on behalf of the Seller, and to (C) the extent assignable, in and to any and all warranties, guaranties, indemnifications and intangible property, if any, owned by Sellers with respect to each genuineness of the Propertiesresolutions of the Seller’s board of directors, same or similar governing body, authorizing the execution, delivery and performance of this Agreement and the Closing Documents required hereunder to be in substantially which the form Seller is party and the consummation of Exhibit “G” attached hereto the transactions contemplated by this Agreement and made a part hereof, the Closing Documents required hereunder;
(ix) a settlement statement with respect to the Closing, Closing of the sale of the Membership Interests (the “Settlement Statement”);
(x) a “bring down” certificate as to the updating Seller’s representations and warranties made by Sellers herein advancing set forth in Section 9.1 below, substantially in the dates form of Exhibit “H” attached hereto (the same “Bring Down Certificate”) which Bring Down Certificate shall include a rent roll dated no earlier than five (5) days prior to the Closing Date, ;
(xi) a FIRPTA Affidavit in accordance with Section 1445 of the Internal Revenue Code;
(xii) an Assignment and Assumption of Solar Agreement Obligations, substantially in the form of Exhibit “I” attached hereto, for each Solar Agreement (collectively, the “Solar Agreement Assumptions”);
(xiii) the TSA, if applicable;
(xiv) the Pre-Closing Rent Assignment executed by the Property Owners and the Seller (or Seller’s designee);
(xv) the Termination Fee Assignment executed by DDR Del Sol, DDR Escorial and the Seller (or Seller’s designee);
(xvi) written evidence of the termination or assignment by Property Owners of the Property Owners obligations under any property management agreements in effect as of the Effective Date (collectively, the “Property Management Agreements”);
(xvii) a certification from the manager of Seller and each Property Owner annexed to which is a true, complete, correct and certified copy of the Certificate of Formation and Operating Agreement for each Property Owner (and any amendment thereto);
(xviii) evidence of cure of any Objections that Seller elects to cure (which cure, at the Seller’s election, may be effectuated via the removal of liens or other payments made by the Escrow Agent from the proceeds otherwise due to Seller at Closing); and
(xix) such other closing documents documents, affidavits, certificates and other instruments as may be reasonably necessary and customarily required to consummate the transactions contemplated hereinunder this Agreement and/or are reasonably and customarily required by the applicable local jurisdiction to be filed in connection with the transfer of the Membership Interests, all to the extent reasonably required by the Title Company.
b) Seller shall deliver, or shall cause to be delivered, to the Buyer (or its designee) on or promptly following the Closing Date the following:
(i) evidence of termination of all Terminable Service Contracts;
(ii) to the extent they are in Seller or Property Owners’ possession and are transferable to Buyer, all original warranties, licenses, certificates and permits pertaining to the Properties and required for the use or occupancy thereof;
(iii) keys, combinations and access codes to all locks at the Properties, including, without limitation, entrance doors to, and equipment and utility rooms located in, the Properties; and
(xiiiv) copies to Buyer withdrawals and/or resignations by Seller and their respective parent companies, subsidiaries, affiliates, employees and representatives from all positions held in or with any of all notice letters terminating the service agreements (not otherwise surviving Closing)Property Owners, whether as referenced in Section 9.1(a)(xiv) belowmembers, managers, officers, directors or otherwise.
c) Seller shall have access to the Properties following the Closing Date for thirty (b30) days for the purpose of removing any signage at the Properties identifying Seller or its affiliates (other than the Property Owners). Seller agrees to indemnify and hold Buyer harmless for any loss or damage caused by Seller or its employees or agents in the removal of the signage. Any signage remaining following such thirty (30) day period may be removed by Buyer and Seller shall pay Buyer for the costs of such removal. The terms and provisions of this Section 6.3(c) shall survive the Closing for the Survival Period.
d) To effect the Closing, Buyer shall execute (and if required, have acknowledged) and deliver to the Escrow Agent: (i) signed counterparts of the Assignments of Leases, (ii) a settlement statement with respect to the Closing, and (iii) such other closing documents as may be reasonably necessary to consummate the transactions contemplated herein.
(c) Unless otherwise provided herein, all documents and funds necessary for Closing shall be deposited in escrow on or Agent prior to the Closing Date. At ClosingDate signed original counterparts of the following documents or instruments for each Constituent Property (the “Buyer’s Closing Deliverables” and together with Seller’s Closing Deliverables, the Title Company shall: (i) deliver the Deeds to Buyer by filing the Deeds for record in the public records for the jurisdiction in which the Properties are located; (ii) pay to Sellers the Purchase Price less the Xxxxxxx Deposit and any credits to which Buyer is entitled; (iii) issue the Title Policies; and (iv) charge Sellers and Buyer for the closing costs as set forth in Section 5 above. Sellers shall deliver exclusive possession of the Property to Buyer at the Closing, subject to the rights of any parties under the Permitted Exceptions.“Closing Documents”):
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Seller’s and Buyer’s Closing Deliveries. (a) To effect the Closing, Sellers each Seller, with respect to itself and the Applicable Property owned by such Seller, shall deliver to the Escrow Agent (except as otherwise provided below in this Section 6.2(a)) the following: :
(i) the Deeds and Deed for the Assignment Applicable Property, or in the case of the Peach Street I Leasehold Property, Peach Street I Seller’s signed counterpart of the Ground Lease, Lease Assignment;
(ii) signed counterparts of the Assignments Assignment of Leases, as well as assignments of Sellers’ interest in Leases for the Temporary Occupancy Agreements, if any, Applicable Property;
(iii) certificates signed counterparts of the Solar Lease Assignments;
(iv) signed counterparts of each Assignment of Interconnection Agreement;
(v) a certificate and affidavits affidavit of non-foreign status from each of the Sellers, such Seller;
(ivvi) a completed 1099-S requests request for taxpayer identification numbers number and certifications certification and acknowledgments, acknowledgment for such Seller;
(vvii) owner’s affidavits in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies, Affidavit for such Seller with respect to the Applicable Property;
(viviii) signed notices to all tenants Tenants and other occupants of the Applicable Property, substantially in the form of Exhibit “FE” attached hereto and made a part hereofhereof (the “Tenant Notice Letters”), advising them of the sale of the Applicable Property and directing them where to send all future rent and notices, ;
(viiix) certificates or resolutions of Sellers such Seller authorizing the sale of the Applicable Property pursuant to this Agreement and the authority of the officer executing the closing documents on behalf of Sellers; such Seller;
(viiix) valid assignments to a Xxxx of Sale and General Assignment in favor of Buyer of Sellers’ rightsconveying such Seller’s interest, if any, to the names “Southampton Village”, “Center Pointe Plaza” any and “Centerpoint Plaza”, and to the extent assignablewithout warranty, in and to any the Personal Property, the Intellectual Property, the Warranties, and all warrantiesthe Permits, guarantiesas applicable to the Applicable Property, indemnifications and intangible property, if any, owned by Sellers with respect to each of the Properties, same to be substantially in substantially the form of Exhibit “GF” attached hereto and made a part hereof, hereof (ixthe “General Assignment”);
(xi) a certificate updating such Seller’s representations and warranties set forth in Section 9.1 below, substantially in the form of Exhibit “I” attached hereto (the “Bring Down Certificate”);
(xii) a letter to Buyer on such Seller’s letterhead directing Buyer where any amounts to be remitted to such Seller pursuant to the terms herein following the Closing, which letter shall include, without limitation, Sellers’ wiring instructions;
(xiii) at least three (3) business days prior to Closing, a signed settlement statement with respect to the Closing; and
(xiv) such applicable forms, affidavits, certificates, disclosure statements and closing documents (x) a “bring down” certificate as to the representations and warranties made by Sellers herein advancing the dates including, without limitation, any of the same foregoing related to transfer taxes or the transfer of interests in real or personal property) as may be required by any governmental agency or authority in connection with the consummation of the transactions contemplated by this Agreement.
b) In addition, each Seller, with respect to itself and the Applicable Property owned by such Seller, shall deliver to Buyer on the Closing Date the following:
(i) An updated rent roll dated as of the Closing Date; and
(ii) An updated schedule of Arrears for the Leases affecting the Applicable Property, dated as of the Closing Date.
c) In addition, within three (xi3) business days following the Closing, each Seller, with respect to itself and the Applicable Property owned by such Seller, shall deliver to Buyer the following:
(i) All keys, combinations and security codes for all locks and security devices for the Applicable Property in the possession and control of the Applicable Seller on the Closing Date and to the extent at the Applicable Property; and
(ii) Originals of all Leases and any amendments, guarantees and other documents relating thereto, to the extent in such Seller’s possession and control on the Closing Date and to the extent at the Applicable Property;
(iii) Any “as-built” plans and specifications for the Applicable Property, to the extent in the possession of the Applicable Seller on the Closing Date and to the extent at the Applicable Property; and
(iv) All maintenance records, operating manuals, guarantees and warranties pertaining to the Applicable Property, to the extent in the possession and control of the Applicable Seller on the Closing Date and to the extent at the Applicable Property.
d) To effect the Closing, Buyer shall deliver to the Escrow Agent the following, with respect to each Shopping Center:
(i) signed counterparts of the Ground Lease Assignment;
(ii) signed counterparts of the Assignment of Leases, the Tenant Notice Letters and the General Assignment;
(iii) signed counterparts of the Solar Lease Assignments and each Assignment of Interconnection Agreement;
(iv) at least three (3) business days prior to Closing, a signed settlement statement with respect to the Closing;
(v) such other closing documents as may be reasonably necessary to consummate the transactions contemplated herein, and (xii) copies to Buyer of all notice letters terminating the service agreements (not otherwise surviving Closing), as referenced in Section 9.1(a)(xiv) below.;
(bvi) To effect a letter to Seller on Buyer’s letterhead directing Seller where any amounts delivered by the ClosingTenants to Seller following the Closing that relate to Buyer’s period of ownership should be delivered, Buyer which letter shall deliver to Escrow Agent: include, without limitation, Buyer’s wiring instructions; and
(ivii) signed counterparts such applicable forms, affidavits, certificates, disclosure statements and closing documents (including, without limitation, any of the Assignments foregoing related to transfer taxes or the transfer of Leases, (iiinterests in real or personal property) a settlement statement with respect to the Closing, and (iii) such other closing documents as may be reasonably necessary to consummate required by any governmental agency or authority in connection with the consummation of the transactions contemplated hereinby this Agreement.
(ca) Unless otherwise provided herein, all documents and funds necessary for Closing shall be deposited in escrow as of 1:00 PM Eastern Time on or prior to the Closing Date. At Closing, the Title Company Escrow Agent shall: :
(i) deliver the Deeds to Buyer by filing each Deed for a particular Property for record in the Deeds public records for the jurisdiction in which such Property is located;
(ii) deliver the Ground Lease Assignment to Buyer by filing the Ground Lease Assignment for record in the public records for the jurisdiction in which the Properties are Peach Street I Leasehold Property is located; ;
(iiiii) pay to Sellers the Purchase Price less (including the Xxxxxxx Deposit and Deposit) less any credits to which Buyer is entitled; (iii) issue the Title Policies; and (iv) , charge Sellers Seller and Buyer for the closing costs as set forth in Section 5 above. Sellers , all in accordance with the mutually agreed upon settlement statement;
(iv) cause the Title Company to issue the Title Policies; and
b) Each Seller shall deliver exclusive possession of the Property Properties to Buyer at the Closing, subject to except for the rights of any parties under the Permitted Exceptions.
c) Within three (3) days following the Closing Date, Buyer or Escrow Agent, at Buyer’s option, cost and expense, shall assemble fully executed versions of the Tenant Notice Letters and deliver them to the Tenants pursuant to the Leases and Temporary Occupancy and Ancillary Agreements. Copies of the fully executed Tenant Notice Letters, together with evidence of their delivery, shall be provided to Buyer and each Applicable Seller promptly following delivery to the Tenants. The provisions of this Section 6.2(g) shall survive Closing.
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Seller’s and Buyer’s Closing Deliveries. (a) To effect the Closing, Sellers Seller shall deliver to the Escrow Agent (except as otherwise provided below in this Section 6.2(a)) the following: :
(i) a signed counterpart of the Deeds and the Assignment of Ground Lease, Lease Assignment;
(ii) a signed notice to Ground Lessor in a form mutually and reasonable acceptable to the parties and compliant with the Ground Lease requirements (the “Ground Lessor Notice”);
(iii) subject in all respects to Section 6.3(f) below, a signed Ground Lessor Certificate (as hereinafter defined) from the Ground Lessor;
(iv) signed counterparts of the Assignments Assignment of Leases, as well as assignments of Sellers’ interest in the Temporary Occupancy Agreements, if any, ;
(iiiv) certificates a certificate and affidavits affidavit of non-foreign status from each of the Sellers, status;
(ivvi) a completed 1099-S requests request for taxpayer identification numbers number and certifications certification and acknowledgments, acknowledgment;
(vvii) owner’s affidavits in the form attached hereto as Exhibit “B”, in support of the issuance of the Title Policies, Affidavit;
(viviii) signed notices to all tenants and other occupants of the Property, substantially in the form of Exhibit “FE” attached hereto and made a part hereofhereof (the “Tenant Notice Letters”), advising them of the sale of the Property and directing them where to send all future rent and notices, ;
(viiix) certificates or resolutions of Sellers Seller authorizing the sale of the Entire Property pursuant to this Agreement and the authority of the officer executing the closing documents on behalf of Sellers; Seller;
(viiix) valid assignments to a Bxxx of Sale and General Assignment in favor of Buyer of Sellers’ rightsconveying Seller’s interest, if any, to the names “Southampton Village”, “Center Pointe Plaza” any and “Centerpoint Plaza”, and to the extent assignablewithout warranty, in and to any the Fixtures, the Personal Property, the Intellectual Property, the Warranties and all warrantiesthe Permits, guaranties, indemnifications and intangible property, if any, owned by Sellers with respect to each of the Properties, same to be substantially in substantially the form of Exhibit “GF” attached hereto and made a part hereof, hereof (ixthe “General Assignment”);
(xi) a certificate updating Seller’s representations and warranties set forth in Section 9.1 below, substantially in the form of Exhibit “I” attached hereto (the “Bring Down Certificate”); and
(xii) a signed settlement statement with respect to the Closing.
b) In addition, within three (x3) business days following the Closing, Seller shall deliver to Buyer executed counterparts of the Ground Lease, all Leases and any amendments, guarantees and other documents relating thereto, to the extent in Seller’s possession.
c) To effect the Closing, Buyer shall deliver to the Escrow Agent:
(i) signed counterpart of the Ground Lease Assignment;
(ii) signed counterpart of the Ground Lessor Notice;
(iii) signed counterparts of the Assignment of Leases, the Tenant Notice Letters and the General Assignment;
(iv) a “bring down” certificate as signed settlement statement with respect to the representations and warranties made by Sellers herein advancing the dates of the same to the Closing Date, Closing;
(xiv) such other closing documents as may be reasonably necessary to consummate the transactions contemplated herein; and
(vi) a letter to Seller directing Seller where any amounts delivered by the tenants to Seller following the Closing that relate to Buyer’s period of ownership should be delivered, and (xii) copies to Buyer of all notice letters terminating the service agreements (not otherwise surviving Closing)including, as referenced in Section 9.1(a)(xiv) belowwithout limitation, Buyer’s wiring instructions.
(b) To effect the Closing, Buyer shall deliver to Escrow Agent: (i) signed counterparts of the Assignments of Leases, (ii) a settlement statement with respect to the Closing, and (iii) such other closing documents as may be reasonably necessary to consummate the transactions contemplated herein.
(cd) Unless otherwise provided herein, all documents and funds necessary for Closing shall be deposited in escrow as of 2:00 PM Eastern Time on or prior to the Closing Date. At Closing, the Title Company Escrow Agent shall: :
(i) deliver the Deeds Ground Lease Assignment to Buyer by filing the Deeds Ground Lease Assignment for record in the public records for the jurisdiction in which the Properties are Property is located; ;
(ii) pay to Sellers Seller the Purchase Price less the Xxxxxxx Deposit and any credits to which Buyer is entitled; (iii) issue the Title Policies; and (iv) , charge Sellers Seller and Buyer for the closing costs as set forth in Section 5 above. Sellers , and disburse the Exxxxxx Deposit to Seller, all in accordance with the agreed upon settlement statement;
(iii) cause the Title Company to issue the Title Policy; and
(iv) Seller shall deliver exclusive possession of the Property to Buyer at the Closing, subject to except for the rights of any parties under the Permitted Exceptions.
e) Within three (3) days following the Closing Date, Escrow Agent shall assemble fully executed versions of the Tenant Notice Letters and deliver them to the tenants pursuant to the Leases and Temporary Occupancy Agreements. Copies of the fully executed Tenant Notice Letters, together with evidence of their delivery, shall be provided to each of Buyer and Seller promptly following delivery to the tenants. The provisions of this Section 6.2(e) shall survive Closing.
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