Seller’s Closing Documents Clause Samples
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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. 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. 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 ▇▇▇▇ of Sale, executed by Seller (the “▇▇▇▇ 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 will execute and/or deliver to Buyer the following (collectively, “Seller’s Closing Documents”):
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. 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 ▇▇▇▇▇▇▇▇▇ 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. 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 ▇▇▇▇ 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 Closing, Seller shall execute and deliver the following documents ("Seller's Closing Documents") in accordance with Section 11.02:
Seller’s Closing Documents. At Closing, Seller shall deliver, or cause to be delivered, to Buyer the following, each in form reasonably acceptable to Buyer:
(i) A Special Warranty Deed with regard to the Property.
(ii) An Assignment of Leases executed by Seller and in the form of Exhibit B attached hereto and relating to the Leases (which instrument shall also be executed by Seller’s managing agent, if any), and the original Leases.
(iii) As to any warranties for materials and workmanship (e.g. roof, HVAC, parking lot-including, by way of illustration and not limitation, the roof warranty for materials and workmanship for the Ingles demised premises), copies thereof and an assignment executed by Seller of all of its right, title and interest in, to and under the same, and also the original transfer of such warranties assented to by the material and/or service provider at no cost or expense to Buyer.
(iv) All as-built plans and specifications, if any, relative to the Property in the possession or control of Seller.
(v) All certificates of occupancy, building permits and similar governmental approvals affecting the Property.
(vi) A Closing and Proration Statement conforming to the proration and other relevant provisions of this Agreement.
(vii) Letters to the tenants of the Property in the form attached hereto as Exhibit I, and made a part hereof.
(viii) The tenant estoppel letters and REA estoppel letters required to be delivered pursuant to subsection 16(a) hereof.
(ix) An estoppel certificate from the Lender addressed to Buyer, stating: (a) that no default then exists under the terms of the Loan, and (b) the amount of principal and interest due and owing under the Loan at the time of Closing, and (c) the amount of the real estate tax deposit escrow then being held by Lender pursuant to the terms of the Loan.
(x) An Audit Letter addressed to Buyer’s accountants in the form attached hereto as Exhibit G, and made a part hereof.
(xi) Such other documents and instruments as may reasonably be required by Buyer and the Title Company and which may be necessary to consummate this transaction and otherwise to effect the agreements of the parties hereto.
