Common use of Seller’s Closing Documents Clause in Contracts

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. As part of At the Closing, Seller will deliver to Purchaser: 8.6.1 7.6.1 a Deed for the Deed, CCM Interest in the form of Schedule 8.6.1SCHEDULE 7.6.1; 8.6.2 7.6.2 an affidavit in customary form that Seller is not a "foreign person person" within the meaning of Section 1445(e) of the Internal Revenue Code of 1986, in the form of Schedule 8.6.2SCHEDULE 7.6.2; 8.6.3 7.6.3 such affidavits as are customarily required by Title Insurer and reasonably approved by Seller in connection with issuance of the owner's basic title insurance policy, including a mechanics' lien and judgment affidavit; 8.6.4 7.6.4 an assignment of the Leases leases in the form of Schedule 8.6.4 SCHEDULE 7.6.4 ("Lease Assignment"); 8.6.5 7.6.5 an assignment of contracts and warranties in the form of Schedule 8.6.5 SCHEDULE 7.6.5 ("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 7.6.6 an assignment of intangibles in the form of Schedule 8.6.6 SCHEDULE 7.6.6 ("Intangibles Assignment"); 8.6.7 7.6.7 letters, in form to be supplied by PurchaserPurchaser and reasonably approved by Seller, to the tenants at the Property, instructing the tenants to pay rent to Purchaser and to recognize Purchaser as landlord under their Leasesleases; and letters, in form to be supplied by Purchaser and reasonably approved by Seller, to such other persons and entities as may be determined by Purchaser, giving notification of the sale to Purchaser including, without limitation, notices to vendors under the service contracts; 8.6.8 7.6.8 a xxxx of bill xx 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)thereof, in the form of Schedule 8.6.8SCHEDULE 7.6.8; 8.6.9 a rent roll, certified by Seller as being true and correct7.6.9 [Intentionally Deleted]; 7.6.10 [Intentionally Deleted]; 7.6.11 estoppel certificates, to the extent obtained pursuant to Paragraph 6.2 herein; 7.6.12 evidence of Seller's knowledge, as authority to enter into and consummate all of the Closing Datetransactions contemplated in this Agreement; 7.6.13 all keys in Seller's possession or control (including keys held by any property manager or security service engaged by Seller) with respect to the Property; and originals, to the extent in the form previously delivered Seller's possession or control (including those held by any property manager engaged by Seller), of Leases and any services contracts assigned to and accepted by Purchaser; 8.6.10 a "bring down certificate" stating 7.6.14 all books and records with respect to the Property, including, but not limited to, leasing files and records with respect to common area maintenance charges and tax charges; provided, however, that Seller's representations Seller may retain copies of such books and warranties are true and correct as of the Closing Date, in the form of Schedule 8.6.10records for its own files; 8.6.11 estoppel certificates as required by Paragraph 6.2 herein; and 8.6.12 7.6.15 all other documents, instruments or writings which may be reasonably required to consummate the transactions contemplated herein.; and

Seller’s Closing Documents. As part of At the Closing, Seller will deliver to Purchaser: 8.6.1 7.6.1 a Deed for the Deed, CCM Interest in the form of Schedule 8.6.1SCHEDULE 7.6.1; 8.6.2 7.6.2 an affidavit in customary form that Seller is not a "foreign person person" within the meaning of Section 1445(e) of the Internal Revenue Code of 1986, in the form of Schedule 8.6.2SCHEDULE 7.6.2; 8.6.3 7.6.3 such affidavits as are customarily required by Title Insurer and reasonably approved by Seller in connection with issuance of the owner's basic title insurance policy, including a mechanics' lien and judgment affidavit; 8.6.4 7.6.4 an assignment of the Leases leases in the form of Schedule 8.6.4 SCHEDULE 7.6.4 ("Lease Assignment"); 8.6.5 7.6.5 an assignment of contracts and warranties in the form of Schedule 8.6.5 SCHEDULE 7.6.5 ("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 7.6.6 an assignment of intangibles in the form of Schedule 8.6.6 SCHEDULE 7.6.6 ("Intangibles Assignment"); 8.6.7 7.6.7 letters, in form to be supplied by PurchaserPurchaser and reasonably approved by Seller, to the tenants at the Property, instructing the tenants to pay rent to Purchaser and to recognize Purchaser as landlord under their Leasesleases; and letters, in form to be supplied by Purchaser and reasonably approved by Seller, to such other persons and entities as may be determined by Purchaser, giving notification of the sale to Purchaser including, without limitation, notices to vendors under the service contracts; 8.6.8 7.6.8 a xxxx of bill xx 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)thereof, in the form of Schedule 8.6.8SCHEDULE 7.6.8; 8.6.9 a rent roll, certified by Seller as being true and correct7.6.9 [Intentionally Deleted]; 7.6.10 [Intentionally Deleted]; 7.6.11 estoppel certificates, to the extent obtained pursuant to Paragraph 6.2 herein; 7.6.12 evidence of Seller's knowledge, as authority to enter into and consummate all of the Closing Datetransactions contemplated in this Agreement; 7.6.13 all keys in Seller's possession or control (including keys held by any property manager or security service engaged by Seller) with respect to the Property; and originals, to the extent in the form previously delivered Seller's possession or control (including those held by any property manager engaged by Seller), of Leases and any services contracts assigned to and accepted by Purchaser; 8.6.10 a "bring down certificate" stating 7.6.14 all books and records with respect to the Property, including, but not limited to, leasing files and records with respect to common area maintenance charges and tax charges; provided, however, that Seller's representations Seller may retain copies of such books and warranties are true and correct as of the Closing Date, in the form of Schedule 8.6.10records for its own files; 8.6.11 estoppel certificates as required by Paragraph 6.2 herein; and 8.6.12 7.6.15 all other documents, instruments or writings which may be reasonably required to consummate the transactions contemplated herein; and 7.6.16 California 590 Certificate.

Seller’s Closing Documents. As part of the Closing, Seller will deliver to Purchaser: 8.6.1 7.6.1 the Deed, in the form of Schedule 8.6.17.6.1 8.6.2 7.6.2 an affidavit in customary form that Seller is not a "foreign person person" within the meaning of Section 1445(e) of the Internal Revenue Code of 1986, in the form of Schedule 8.6.27.6.2; 8.6.3 7.6.3 such affidavits as are customarily required by Title Insurer Escrow Holder in connection with issuance of the owner's basic title insurance policy, including a mechanics' lien and judgment affidavit; 8.6.4 7.6.4 executed counterpart of an assignment of the Leases leases in the form of Schedule 8.6.4 7.6.4 ("Lease Assignment"); 8.6.5 7.6.5 executed counterpart of an assignment of contracts and warranties in the form of Schedule 8.6.5 7.6.5 ("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 7.6.6 executed counterpart of an assignment of intangibles in the form of Schedule 8.6.6 7.6.6 ("Intangibles Assignment"); 8.6.7 7.6.7 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 Leasesleases; 8.6.8 7.6.8 a xxxx of bill xx 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)thereof, in the form of Schedule 8.6.87.6.8; 8.6.9 7.6.9 a rent roll, certified by Seller as being to be materially true and correct, to Seller's knowledge, correct as of the Closing Date, in the form previously delivered to Purchaser; 8.6.10 7.6.10 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 8.6.107.6.10; 8.6.11 7.6.11 estoppel certificates as required by Paragraph 6.2 herein; 7.6.12 evidence of Seller's authority to enter into and consummate all of the transactions contemplated in this Agreement satisfactory to the Escrow Holder and to the Purchaser; 7.6.13 a schedule certified by the Seller of the rents due from Tenants which are in arrears as of the Closing Date; 7.6.14 an estoppel certificate of no default from the beneficiary of any restriction burdening the Property; and 8.6.12 7.6.15 all other documents, instruments or writings which may be reasonably required to consummate the transactions contemplated herein.

Seller’s Closing Documents. As part of the Closing, Seller will shall -------------------------- deliver to Purchaser: 8.6.1 7.6.1 the Deed, in the form of Schedule 8.6.17.6.1 8.6.2 7.6.2 an affidavit in customary form that Seller is not a "foreign person person" within the meaning of Section 1445(e) of the Internal Revenue Code of 1986, in the form of Schedule 8.6.27.6.2; 8.6.3 7.6.3 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 7.6.4 a Lease Termination Agreement with respect to the Leases existing lease between Purchaser and Seller in the form of Schedule 8.6.4 ("Lease Assignment");7.6.4; 1.1.1 8.6.5 7.6.5 an assignment of Service Contracts, contracts (if accepted by Purchaser) and warranties in the form of Schedule 8.6.5 7.6.5 ("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 7.6.6 an assignment of intangibles and of licenses and permits, to the extent such licenses and permits are assignable and not posted at the Property, in the form of Schedule 8.6.6 7.6.6 ("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 7.6.7 a "bring down certificate" stating that Seller's representations and warranties are true and correct as of the Closing Dateclosing date, in the form of Schedule 8.6.107.6.7; 8.6.11 estoppel certificates 7.6.8 evidence of Seller's authority to enter into and consummate all of the transactions contemplated in this Agreement; 7.6.9 if a title examination discloses judgments, bankruptcies or other returns against persons having names the same as required by Paragraph 6.2 hereinor similar to that of Seller, Seller shall deliver an affidavit showing that they are not against the Seller; 7.6.10 Seller's share of the Closing Costs, which may, at Seller's option, be deducted from Seller's proceeds from the Purchase Price; and 8.6.12 all 7.6.11 All other documents, instruments or writings which may be reasonably required to consummate the transactions contemplated herein.