Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser:
(a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan.
(b) A Xxxx of Sale, executed by Seller (the “Xxxx of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any.
(c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable).
(d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing.
(e) To the extent not previously delivered to Purchaser, originals of the Leases, the Co...
Seller’s Closing Documents. On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:
Seller’s Closing Documents. For and in consideration of, and as a -------------------------- condition precedent to, Purchaser's delivery to Seller of the Purchase Price described in Paragraph 3 hereof, Seller shall obtain or execute, at Seller's expense, and deliver to Purchaser at Closing the following documents (all of which shall be duly executed, acknowledged, and notarized where required and shall survive the Closing):
Seller’s Closing Documents. At or before Closing, Seller shall prepare, and deposit or cause to be deposited with the closing attorney the following items:
a. an executed limited warranty with respect to the Land in form sufficient to convey title to the Property in accordance with the requirements of this Contract, together with any State, County and local transfer tax declarations and forms required to be executed by Seller.
b. an executed affidavit in the form sufficient to permit the title company to delete the requirements of the title commitment and insure title to the Property in accordance with the requirements of this Contract.
c. an executed Purchaser - Seller Closing Statement reflecting all financial aspects of the transaction.
d. evidence reasonably satisfactory to Purchaser and the title company reflecting that all documents executed by Xxxxxxxxx at Closing were duly authorized and executed.
e. a standard FIRPTA affidavit.
f. Such other documents as are reasonably requested by Purchaser in connection with the Closing.
Seller’s Closing Documents. At Closing, Seller shall execute and deliver the following documents ("Seller's Closing Documents") in accordance with Section 11.02:
Seller’s Closing Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following (collectively, the “Seller’s Closing Documents”):
(a) A duly executed and acknowledged deed executed in proper form for recording so as to convey title required by this Agreement, subject to all easements, restrictions, matters of record and any statutory right of redemption.
(b) An Affidavit of Seller in a form acceptable to Seller.
Seller’s Closing Documents. Seller shall have delivered to Buyer executed originals of each of the Sellers' closing documents.
Seller’s Closing Documents. As part of the Closing, Seller will deliver to Purchaser:
8.6.1 the Deed, in the form of Schedule 8.6.1
8.6.2 an affidavit in customary form that Seller is not a foreign person within the meaning of Section 1445(e) of the Internal Revenue Code of 1986, in the form of Schedule 8.6.2;
8.6.3 such affidavits as are customarily required by Title Insurer in connection with issuance of the owner's basic title insurance policy, including a mechanics' lien and judgment affidavit;
8.6.4 an assignment of the Leases in the form of Schedule 8.6.4 ("Lease Assignment");
8.6.5 an assignment of contracts and warranties in the form of Schedule 8.6.5 ("Contracts Assignment"), assigning to Purchaser all contracts listed on Schedule 5.1.5, other than those designated by Purchaser for termination by notice to Seller not less than thirty (30) days prior to Closing;
8.6.6 an assignment of intangibles in the form of Schedule 8.6.6 ("Intangibles Assignment");
8.6.7 letters, in form to be supplied by Purchaser, to the tenants at the Property, instructing the tenants to pay rent to Purchaser and to recognize Purchaser as landlord under their Leases;
8.6.8 a xxxx of sale conveying all personal property of Seller, if any, located at the Property and used in connection with the maintenance or operation thereof (specifically excluding furniture, fixtures and equipment owned by RREEF Management Company and located in the RREEF Management Company office), in the form of Schedule 8.6.8;
8.6.9 a rent roll, certified by Seller as being true and correct, to Seller's knowledge, as of the Closing Date, in the form previously delivered to Purchaser;
8.6.10 a "bring down certificate" stating that Seller's representations and warranties are true and correct as of the Closing Date, in the form of Schedule 8.6.10;
8.6.11 estoppel certificates as required by Paragraph 6.2 herein; and
8.6.12 all other documents, instruments or writings which may be reasonably required to consummate the transactions contemplated herein.
Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the following documents and other items duly executed and, where applicable, acknowledged by Seller (the documents and other items described in this Section 7.03 being collectively referred to herein as the “Seller’s Closing Documents”):
(a) A special warranty deed conveying to Purchaser title to the Land and Improvements, subject only to the Permitted Exceptions;
(b) with respect to the Tangible Personal Property, a Xxxx of Sale in the form attached hereto as Exhibit I;
(c) with respect to the Leases, an Assignment of Leases in the form attached hereto as Exhibit F (the “Assignment of Leases”);
(d) with respect to the Service Contracts, Equipment Leases, Permits and Intellectual Property, an Assignment of Service Contracts, Equipment Leases, Permits and Intellectual Property in the form attached hereto as Exhibit G (the “General Assignment”);
(e) with respect to the Management Agreement, an Assignment of Management Agreement in the form attached hereto as Exhibit L (the “Assignment of Management Agreement”);
(f) to the extent the same are in Seller’s possession, original executed counterparts of the Union Contracts;
(g) to the extent the same are in Seller’s possession, original, executed counterparts of the Leases;
(h) to the extent the same are in Seller’s possession, original, executed counterparts of the Service Contracts;
(i) to the extent the same are in Seller’s possession, original, executed counterparts of the Equipment Leases;
(j) affidavit of Seller pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended, stating that Seller is not a foreign person within the meaning of such Section;
(k) owner’s affidavit for the benefit of the Title Company in a form that allows the Title Company to issue the Title Policy;
(l) an Assignment and Assumption of Hotel Easement Agreement in the form attached hereto as Exhibit M (the “Assignment of Easement Agreement”), pursuant to which Seller shall assign all of its right, title and interest in and to, and Purchaser shall assume the obligations of Seller under, that certain Hotel Easement Agreement dated September 30, 1985 and originally between American National Bank and Trust Company of Chicago as Trustee under Trust No. 64971, and Amoco Properties Incorporated, an Indiana corporation (the “Easement Agreement”);
(m) a notice of the assignment to and assumption by Purchaser of the rights and obligations under the Easement Agreement in the f...
Seller’s Closing Documents. Seller shall deliver to Buyer at the Closing the following:
(a) Copies of all third-party Consents identified on Schedule 5.9, together with any other governmental or third party Consents and waivers Seller has received prior to Closing;
(b) The Deeds, the Transfer Forms and, to the extent any required Consents have been obtained and subject to Section 5.9, the Assignment and Assumption Agreement (Leases) as provided in Sections 5.19(g) hereof;
(c) To the extent any required Consents have been obtained, the Assignment and Assumption Agreement (Contracts);
(d) For Acquired Assets which are not Real Property, the following instruments:
(i) a Xxxx of Sale, in the form of Exhibit M (the "Xxxx of Sale"); and
(ii) Certificates of Title for all Vehicles, each executed by Seller and in form reasonably satisfactory to the Buyer;
(e) Subject to the receipt of any required Consents, assignment of the Permits included in the Acquired Assets;
(f) UCC-3's and releases of deeds of trust or mortgages and all other satisfactions or releases of any Encumbrances against the Acquired Assets, except Permitted Encumbrances, sufficient to convey clear title to the Acquired Assets to Buyer, but subject to, with respect to the Real Property, the Permitted Encumbrances;
