Common use of Seller’s Closing Documents and Other Items Clause in Contracts

Seller’s Closing Documents and Other Items. At or before Closing, Seller shall deposit into escrow the following items: (a) A duly executed and acknowledged grant deed conveying Seller's interest in the Property owned by Seller in the form attached hereto as Exhibit “D” (each, a “Deed”); (b) Two duly executed counterparts of a Xxxx of Sale for the Personal Property included in the Property in the form attached hereto as Exhibit “E” (each, a “Xxxx of Sale”); (c) Two (2) duly executed counterparts of (i) an Assignment and Assumption of Contracts, Warranties and Guaranties, and Other Intangible Property in the form attached hereto as Exhibit “E” (each, an “Assignment and Assumption of Contracts”); (d) An affidavit pursuant to Section l445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller is not a “foreign person” within the meaning of Section l445(f)(3) of the Code, in the form attached hereto as Exhibit “H”; (e) A California Form 593-C; (f) Seller shall deliver to Buyer possession of the Property and a set of keys to the Property on the Closing Date. Location of any of the keys at the Property on the Closing Date shall be deemed to be delivery to Buyer (this may be accomplished outside of Escrow); (g) A closing statement setting forth, inter alia, the closing adjustments and material monetary terms of the transaction contemplated hereby and such other documents as may be reasonably required by the Title Company (including any affidavit reasonably required by the Title Company to provide affirmative coverage insuring against mechanics and materialsmen liens) or as may be agreed upon by Seller and Buyer to consummate the purchase of the Property as contemplated by this Agreement; (h) A date down certificate confirming that Seller's representations and warranties contained in this Agreement remain true and accurate in all material respects, subject to the limitations on survival contained in Section 6.2, or stating any changes thereto in accordance with Section 9.5(a)(ii) (“Seller’s Certificate”); (i) To be delivered outside of Escrow, original copies of the Assumed Contracts, the Intangible Property and the Licenses and Permits, to the extent in Seller’s possession. Location of any such originals at the Property on the Closing Date shall be deemed to be delivery to Buyer; and (j) Such other documents and instruments as are required under this Agreement to be delivered by Seller on or before Closing.

Seller’s Closing Documents and Other Items. At or before Closing9.5.1 Not later than 3:00 p.m. Pacific Time, on the business day prior to the Closing Date, Seller shall deposit into escrow the following items: (a) A duly executed and acknowledged grant deed conveying Seller's interest in the Property owned by Seller Grant Deed in the form attached hereto as Exhibit “D” C (each, a the “Deed”); (b) Two duly executed counterparts of a Xxxx of Sale for the Personal Property included in the Property in the form attached hereto as Exhibit “E” D (each, a the “Xxxx of Sale”); (c) Two (2) duly executed counterparts of an Assignment and Assumption of Leases in the form attached hereto as Exhibit E (ithe “Assignment and Assumption of Leases”); (d) Two (2) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties, Licenses and Permits and Other Intangible Property in the form attached hereto as Exhibit “E” F (each, an the “Assignment and Assumption of Contracts”); (de) An affidavit pursuant to Section l445(b)(2) of the Code, and on which Buyer is entitled to rely, stating that Seller is not a “foreign person” within the meaning of Section l445(f)(3) of the Code, Code and a California 597-W Certificate; (f) A generic notice addressed to the Tenants and signed by Seller in the form attached hereto as Exhibit G (the “HTenant Notice”; (e) A California Form 593-C; (f) Seller that shall deliver disclose that the Property has been sold to Buyer possession of and that, after the Property and a set of keys Closing, all rents should be paid to the Property on the Closing Date. Location of any of the keys at the Property on the Closing Date shall be deemed to be delivery to Buyer (this may be accomplished outside of Escrow)Buyer; (g) A closing statement setting forthIf applicable, inter alia, the closing adjustments duly completed and material monetary terms of the transaction contemplated hereby and such signed real estate transfer tax declarations; (h) Such other documents as may be reasonably required by the Title Company (including any affidavit reasonably required by the Title Company to provide affirmative coverage insuring against mechanics and materialsmen liens) or as may be agreed upon by Seller and Buyer to consummate the purchase of the Property as contemplated by this Agreement; (h) A date down certificate confirming that Seller's representations and warranties contained in this Agreement remain true and accurate in all material respects, subject to the limitations on survival contained in Section 6.2, or stating any changes thereto in accordance with Section 9.5(a)(ii) (“Seller’s Certificate”);; and (i) To be delivered outside of Escrow, original copies Two (2) duly executed counterparts of the Assumed Contracts, the Intangible Property and the Licenses and Permits, to the extent in Seller’s possession. Location of any such originals at the Property on the Closing Date shall be deemed to be delivery to Buyer; and (j) Such other documents and instruments as are required under this Agreement to be delivered by Seller on or before ClosingStatement.

Seller’s Closing Documents and Other Items. At or before Closing, Seller shall deposit into escrow the following items: (a) A a duly executed and acknowledged grant deed conveying Seller's interest in the Property owned by Seller Gxxxx Xxxx in the form of attached hereto as Exhibit “D” F (each, a the “Deed”); (b) Two duly executed counterparts of a Xxxx of Sale for the Personal Property included in the Property in the form attached hereto as Exhibit “E” (each, a “Xxxx of Sale”); (c) Two two (2) duly executed counterparts of the Buyer-Seller Lease, one (i1) duly executed and acknowledged counterpart of a memorandum of the Buyer-Seller Lease and at least one (1) original of any other agreements, documents or instruments contemplated by the Buyer-Seller Lease to be executed and delivered by Seller, as tenant, in connection therewith; (c) an executed California Form 593 Real Estate Withholding Certificate; (d) two (2) duly executed counterparts of a Bill of Sale and Assignment and Assumption of Contracts, Warranties and Guaranties, and Other Intangible Property Agreement in the form of attached hereto as Exhibit H (the “E” (each, an “Assignment and Assumption of ContractsAssignment”); (de) An an affidavit pursuant to Section l445(b)(21445(b)(2) of the Code, and on which Buyer is entitled to rely, that Seller (or, if Seller is a disregarded entity for federal income tax purposes, the person treated as the owner of the Property for such purposes) is not a “foreign person” within the meaning of Section l445(f)(31445(f)(3) of the Code, Code in the form attached hereto as Exhibit L (“HFIRPTA Certificate”; (e) A California Form 593-C); (f) Seller shall deliver documentation to Buyer possession establish to the Title Company’s satisfaction the due authority of Seller’s disposition of the Property and a set of keys to the Property on the Closing Date. Location of any Seller’s delivery of the keys at the Property on the Closing Date shall be deemed documents required to be delivery delivered by Seller pursuant to Buyer this Agreement (this including, but not limited to, the organizational documents of Seller, as they may be accomplished outside have been amended from time to time, resolutions of EscrowSeller and incumbency certificates of Seller); (g) A closing statement setting fortha duly executed title affidavit in the form of Exhibit K (the “Owner’s Affidavit”); (h) any consents then-obtained by Seller in order to transfer the Warranties to Buyer, inter alia, subject to Section 8.2 above; (i) a counterpart signature to the closing adjustments and material monetary terms of the transaction contemplated hereby and Closing Statement executed by Sxxxxx; and (j) such other documents as may be reasonably required by the Title Company (including any affidavit reasonably required by the Title Company to provide affirmative coverage insuring against mechanics and materialsmen liens) or as may be agreed upon by Seller and Buyer to consummate the purchase of the Property as expressly contemplated by this Agreement; (h) A date down certificate confirming that Seller's representations and warranties contained in this Agreement remain true and accurate in all material respects, subject to the limitations on survival contained in Section 6.2, or stating any changes thereto in accordance with Section 9.5(a)(ii) (“Seller’s Certificate”); (i) To be delivered outside of Escrow, original copies of the Assumed Contracts, the Intangible Property and the Licenses and Permits, to the extent in Seller’s possession. Location of any such originals at the Property on the Closing Date shall be deemed to be delivery to Buyer; and (j) Such other documents and instruments as are required under this Agreement to be delivered by Seller on or before Closing.

Seller’s Closing Documents and Other Items. At or before Closing, Seller shall deposit into escrow the following items: (a) A duly executed and acknowledged grant deed conveying Seller's interest Grant Deed in the Property owned by Seller form attached hereto as Exhibit “B” (the “Deed”); (b) Four (4) duly executed counterparts of a Xxxx of Sale in the form attached hereto as Exhibit “C” (the “Xxxx of Sale”); (c) Four (4) duly executed counterparts of an Assignment and Assumption of Leases in the form attached hereto as Exhibit “D” (each, a the “DeedAssignment and Assumption of Leases”); (bd) Two Four (4) duly executed counterparts of a Xxxx an Assignment and Assumption of Sale for the Personal Property included in the Property Intangibles in the form attached hereto as Exhibit “E” (each, a the “Xxxx Assignment and Assumption of SaleIntangibles”); (c) Two (2) duly executed counterparts of (i) an Assignment and Assumption of Contracts, Warranties and Guaranties, and Other Intangible Property in the form attached hereto as Exhibit “E” (each, an “Assignment and Assumption of Contracts”); (de) An affidavit pursuant to Section l445(b)(21445(b)(2) of the Code, and on which Buyer Purchaser is entitled to rely, that Seller is not a “foreign person” within the meaning of Section l445(f)(31445(f)(3) of the Code, in the form attached hereto as Exhibit “H”; (e) A California Form 593-C; (f) Seller shall deliver to Buyer possession A California Form 593‐C Real Estate Withholding Certificate and, if required in connection therewith, a California 593‐E Computation of the Property and a set of keys to the Property on the Closing Date. Location of any of the keys at the Property on the Closing Date shall be deemed to be delivery to Buyer (this may be accomplished outside of Escrow)Estimated Gain or Loss; (g) A closing statement setting forth, inter alia, Duly completed and signed real estate transfer tax declarations for the closing adjustments and material monetary terms of the transaction contemplated hereby and such other documents as may be reasonably required by the Title Company (including any affidavit reasonably required by the Title Company to provide affirmative coverage insuring against mechanics and materialsmen liens) or as may be agreed upon by Seller and Buyer to consummate the purchase of the Property as contemplated by this AgreementProperty; (h) A date down certificate confirming that Seller's representations and warranties contained in this Agreement remain true and accurate in all material respects, subject Such evidence as Purchaser’s counsel may reasonably require as to the limitations authority of the person or persons executing documents on survival contained in Section 6.2, or stating any changes thereto in accordance with Section 9.5(a)(ii) (“behalf of Seller’s Certificate”); (i) To be delivered outside of Escrow, original copies of the Assumed Contracts, the Intangible Property and the Licenses and Permits, to the extent in Seller’s possession. Location of any such originals at the Property on the An executed Closing Date shall be deemed to be delivery to Buyer; andStatement; (j) Such other documents and instruments A certificate updating the Seller Representations as are of the Closing Date. The matters contained in such certificate shall survive the Closing for the Survival Period. (k) A title affidavit from Seller as required under this Agreement to be delivered facilitate the issuance of any title insurance policy sought by Seller on or before Closing.Purchaser in connection with the transactions contemplated hereby;