Common use of SELLER'S CLOSING ITEMS Clause in Contracts

SELLER'S CLOSING ITEMS. At the Closing, Seller agrees to execute, deliver and/or provide to Purchaser, or cause to be executed, delivered and provided to Purchaser, the following: (a) a bargain and sale deed for the Property without covenants against grantor's acts and otherwise in accordance with all requirements of applicable law (the "Deed"), in the form attached hereto as EXHIBIT C; (b) a xxxx of sale covering the personal property (other than the Excluded Personal Property) at the Property in the form attached hereto as EXHIBIT D (the "Xxxx of Sale"); (c) such evidence of Seller's authority to consummate the transactions contemplated by this Agreement (including an executed and acknowledged Incumbency Certificate certifying to the authority of the officers of Seller to execute the documents to be delivered by such entity on the Closing Date) as may reasonably be required to enable the Title Companies to issue the Title Policy without exception regarding Seller's authorization and authority and as may be reasonably necessary to assure Purchaser that Seller has authority to execute and deliver the Citi Lease; (d) a "non-foreign person" certification from Seller pursuant to Section 1445 of the Code in the form attached hereto as EXHIBIT E (the "FIRPTA Affidavit"); (e) any bonds, warranties or guarantees, and any licenses and permits, which are in any way applicable to the Building or any part thereof in the possession or control of Seller; (f) all architectural, mechanical or electrical plans and specifications, interior floor plans, "as built" plans and surveys relating to the Building, as well as all changes thereto, in the possession or control of Seller; (g) a certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing Date (except to the extent Seller has identified any such representations and warranties which are not, or are then no longer, true and correct and the state of facts giving rise to the change do not have a material adverse effect on the Property or the transactions contemplated herein); (h) an estoppel certificate substantially in the form contemplated by the Citi Lease, dated as of the Closing Date, duly executed by Seller as the tenant under the Citi Lease (the "Citi Lease Estoppel"); (i) a Declaration of Restrictive Covenant in the form attached hereto as EXHIBIT F (the "Restrictive Covenant"); (j) the affidavits or similar documents contemplated by Section 4.6 of this Agreement; and (k) such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions that are the subject of this Agreement. Seller shall be deemed to have delivered the items set forth in clauses (e) and (f) above if the same are left in the management office of the Building on the Closing Date.

SELLER'S CLOSING ITEMS. At the Closing, Seller agrees to execute, execute and deliver and/or or provide to Purchaser, (or cause to be executed, delivered and provided provided) to Purchaser, Purchaser the following: (a) For each Mortgage Loan: (i) original Mortgage Note, duly endorsed without recourse or representation or warranty of any nature (except as specifically set forth herein); (ii) the original recorded Mortgage accompanied by the original intervening assignments (to the extent possessed by Seller, or copies thereof, unless such documents are not in Seller's possession), showing a bargain complete chain of title to Seller; (iii) to the extent possessed by Seller or reasonably obtainable by Seller, the originals of all other Collateral Documents, or if not so possessed, copies thereof but only if Seller possesses such copies; (iv) an original Mortgage Assignment in form customary and sale deed appropriate for recording in the land records in the jurisdiction in which the related Mortgaged Property without covenants against grantoris located; (v) a UCC-2 form or its equivalent, assigning to Purchaser Seller's acts rights as secured party under any financing statements related to any Mortgage Loan for which a UCC-1 financing statement is in place and otherwise in accordance has not previously been terminated; (vi) an assignment or other instrument assigning to Purchaser the rights of Seller under any security for such Mortgage Loan other than the Mortgage, together with all requirements rights of applicable law Seller, if any, arising out of or in connection with any other document, instrument, property, collateral or the like delivered to Seller or its predecessor in interest in connection with such Mortgage Loan and all rights of Seller arising out of any bankruptcy or foreclosure action or any pending claim or action for amounts due Seller or its predecessor in interest in connection with any of the Mortgage Loans (except as otherwise set forth in this Agreement); and (vii) such affidavits and similar documents as may be reasonably requested by Purchaser's title insurer that are customarily delivered by assignors of mortgages in California; PROVIDED, HOWEVER, that if the "Deed")Servicing Transfer Date does not occur on the Closing Date, then Seller shall only be required to deliver the items required by clause (i) above until such time as the Servicing Transfer Date does occur, at which point Seller shall deliver all of the remaining items listed in the form attached hereto as EXHIBIT Cclauses (ii) through (vii) above; (b) a xxxx of sale covering the personal property (other than the Excluded Personal Property) at the Property in the form attached hereto as EXHIBIT D (the "Xxxx of Sale"); (c) such evidence of Seller's authority to consummate the transactions contemplated by this Agreement (including an executed and acknowledged Incumbency Certificate certifying to the authority of the officers of Seller to execute the documents to be delivered by such entity on the Closing Date) as may reasonably be required to enable the Title Companies to issue the Title Policy without exception regarding Seller's authorization and authority and as may be reasonably necessary to assure Purchaser that Seller has authority to execute and deliver the Citi Lease; (d) a "non-foreign person" certification from Seller pursuant to Section 1445 of the Code in the form attached hereto as EXHIBIT E (the "FIRPTA Affidavit"); (e) any bonds, warranties or guarantees, and any licenses and permits, which are in any way applicable to the Building or any part thereof in the possession or control of Seller; (f) all architectural, mechanical or electrical plans and specifications, interior floor plans, "as built" plans and surveys relating to the Building, as well as all changes thereto, in the possession or control of Seller; (g) a certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing Date (except to the extent Seller has identified any such representations and warranties which are not, or are then no longer, true and correct and the state of facts giving rise to the change do not have a material adverse effect on the Property or the transactions contemplated herein); (h) an estoppel certificate substantially in the form contemplated by the Citi Lease, dated as of the Closing Date, duly executed by Seller as the tenant under the Citi Lease (the "Citi Lease Estoppel"); applicable title insurer demonstrating that (i) a Declaration Seller is an entity in good standing under the laws of Restrictive Covenant the jurisdiction in the form attached hereto as EXHIBIT F which it is formed, and (the "Restrictive Covenant"); (jii) the affidavits or similar documents contemplated by Section 4.6 Seller's execution and delivery of this Agreement; and (k) such Agreement and the other documents as may be reasonably necessary or appropriate to effect delivered pursuant hereto and the consummation of the transactions that are contemplated hereby have been fully authorized by all necessary corporate authority; and (c) a xxxx of sale with respect to the subject Mortgage Notes, the Mortgages and the Mortgage Files and documents therein, together the rights of this Agreement. Seller shall be deemed under any security for such Mortgage Loan other than the Mortgage, together with all rights of Seller, if any, arising out of or in connection with any other document, instrument, property, collateral or the like delivered to have delivered Seller in connection with such Mortgage Loan and all rights of Seller arising out of any bankruptcy or foreclosure action or any pending claim or action for amounts due Seller or its predecessor in interest in connection with any of the items Mortgage Loans (except as otherwise set forth in clauses (e) and (f) above if the same are left in the management office of the Building on the Closing Datethis Agreement).

SELLER'S CLOSING ITEMS. At Unless otherwise provided in this Section 5.2, at the Closing, Seller agrees to shall execute, deliver and/or deliver, furnish or provide to Purchaser, or cause to be executed, delivered and delivered, furnished or provided to Purchaser, the following:following (in such reasonable number of original counterparts as Purchaser may request): (a) a bargain special or limited warranty deeds in form reasonably satisfactory to Purchaser and sale deed the Title Company for each of the Land and Buildings, conveying good and marketable (as required by this Agreement) fee title thereto, subject to the Permitted Encumbrances applicable to each Property without covenants against grantor's acts and otherwise in accordance with all requirements of applicable law (the "DeedDEEDS"), in the form attached hereto as EXHIBIT C; (b) a xxxx of sale covering the personal property (other than the Excluded Personal Lease Guaranty with respect to each Property) at the Property in the form attached hereto as EXHIBIT D (the "Xxxx of Sale"); ; (c) such evidence of Seller's authority to consummate the transactions contemplated by this Agreement (including an executed and acknowledged Incumbency Certificate certifying to the authority of the officers of Seller to execute the documents to be delivered by such entity on the Closing Date) as may reasonably be required to enable the Title Companies to issue the Title Policy without exception regarding Seller's authorization and authority and as may be reasonably necessary to assure Purchaser that Seller has authority to execute and deliver the Citi Lease; (d) a "non-foreign person" certification from Seller pursuant to Section 1445 of the Code in the form attached hereto as EXHIBIT E Exhibit D (the "FIRPTA Affidavit"); ; (d) the affidavits and other similar documents contemplated by Section 4.4; (e) any bonds, warranties or guarantees, if available and any licenses and permits, which are in any way applicable to the Building extent in Seller's possession, a certificate of occupancy (or any part copy thereof in to the possession or control of Seller; extent available); (f) copies of all architecturalpermits, mechanical approvals, warranties, guaranties, indemnity agreements, variances, approvals and licenses, in connection with the ownership, occupancy, maintenance or electrical plans and specificationsoperation of the Properties, interior floor plans, "as built" plans and surveys relating to the Building, as well as all changes thereto, extent Seller is in the possession or control of Seller; possession; (g) such other documents as may be reasonably necessary or appropriate as requested by Purchaser to effect the consummation of the transactions that are the subject of this Agreement (including, without limitation, a certificateSubordination, Non Disturbance and Attornment Agreement and a Tenant Estoppel Certificate in the form of those attached as exhibits to the Lease); (h) the Title Policy, or an irrevocable commitment to issue the Title Policy (and any endorsements for which commitments have been obtained by Purchaser prior to the end of the Due Diligence Period), for each Property, dated as of the Closing Datefiling of the Deed for such Property, stating issued by the Title Company, and insuring Purchaser's good and marketable title in the amount of the Purchase Price allocable to such Property, subject only to the Permitted Encumbrances applicable to such Property; (i) a Bill of Sale and Assignment, duly executed by Sellex, xonveying title to all of the portions of the Properties described in Section 2.3(d), (e), (f) and (g) hereof, if, and to the extent assignable, to Purchaser; (j) a Certificate of Seller confirming that the all representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing Date (except to the extent Seller has identified any such representations and warranties which are not, or are then no longer, true and correct and the state of facts giving rise to the change do not have a material adverse effect on the Property or the transactions contemplated herein); (h) an estoppel certificate substantially in the form contemplated by the Citi Lease, dated as of the Closing Date, duly executed by Seller as the tenant under the Citi Lease (the "Citi Lease Estoppel"); (i) a Declaration of Restrictive Covenant in the form attached hereto as EXHIBIT F (the "Restrictive Covenant"); (j) the affidavits or similar documents contemplated by Section 4.6 of this Agreement; and (k) such other documents certificates of insurance with respect to each Property showing the insurance coverages required under the Leases and names Purchaser as may be reasonably necessary or appropriate an additional insured and/or loss payee two (2) business days prior to effect the consummation of the transactions that are the subject of this Agreement. Seller shall be deemed to have delivered the items set forth in clauses Closing; (el) a Closing Statement; and (fm) above if the same are left written confirmation from AAG that it has no right to acquire any interest in the management office of the Building on the Closing DateProperties.

SELLER'S CLOSING ITEMS. At the Closing, Seller agrees to execute, execute and deliver and/or or provide to Purchaser, (or cause to be executed, delivered and provided provided) to Purchaser, Purchaser the following: (a) a bargain and sale deed for the Property without covenants against grantor's acts and otherwise in accordance with all requirements of applicable law (the "Deed"), in the form attached hereto as EXHIBIT C;For each Mortgage Loan: (bi) a xxxx original Mortgage Note, duly endorsed without recourse or representation or warranty of sale covering the personal property (other than the Excluded Personal Property) at the Property in the form attached hereto as EXHIBIT D (the "Xxxx of Sale"); (c) such evidence of Seller's authority to consummate the transactions contemplated by this Agreement (including an executed and acknowledged Incumbency Certificate certifying to the authority of the officers of Seller to execute the documents to be delivered by such entity on the Closing Date) as may reasonably be required to enable the Title Companies to issue the Title Policy without exception regarding Seller's authorization and authority and as may be reasonably necessary to assure Purchaser that Seller has authority to execute and deliver the Citi Lease; (d) a "non-foreign person" certification from Seller pursuant to Section 1445 of the Code in the form attached hereto as EXHIBIT E (the "FIRPTA Affidavit"); (e) any bonds, warranties or guarantees, and any licenses and permits, which are in any way applicable to the Building or any part thereof in the possession or control of Seller; (f) all architectural, mechanical or electrical plans and specifications, interior floor plans, "as built" plans and surveys relating to the Building, as well as all changes thereto, in the possession or control of Seller; (g) a certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in this Agreement are true and correct in all material respects as of the Closing Date nature (except to the extent Seller has identified any such representations and warranties which are not, or are then no longer, true and correct and the state of facts giving rise to the change do not have a material adverse effect on the Property or the transactions contemplated as specifically set forth herein); (hii) the original recorded Mortgage accompanied by the original intervening assignments, showing a complete chain of title to Seller, or certified copies thereof; (iii) to the extent possessed by Seller or reasonably obtainable by Seller, the originals of all other material Loan and Collateral Documents, or if not so possessed, copies thereof; (iv) an estoppel certificate substantially original Mortgage Assignment in form customary and appropriate for recording in the land records in the jurisdiction in which the related Mortgaged Property is located; (v) a UCC-2 form contemplated or its equivalent, assigning to Purchaser Seller's rights as secured party under any financing statements related to any Mortgage Loan for which a UCC-1 financing statement is in place and has not previously been terminated; (vi) an assignment or other instrument assigning to Purchaser the rights of Seller under any security for such Mortgage Loan other than the Mortgage, together with all rights of Seller, if any, arising out of or in connection with any other document, instrument, property, collateral or the like delivered to Seller or its predecessor in interest in connection with such Mortgage Loan and all rights of Seller arising out of any bankruptcy or foreclosure action or any pending claim or action for amounts due Seller or its predecessor in interest in connection with any of the Mortgage Loans (except as otherwise set forth in this Agreement); and (vii) an endorsement or other similar evidence of assignment for any title insurance policy of Seller as may be reasonably requested by Purchaser, at Purchaser's sole expense; PROVIDED, HOWEVER, that if the Citi Lease, dated as of Servicing Transfer Date does not occur on the Closing Date, duly executed then Seller shall only be required to deliver the items required by Seller as the tenant under the Citi Lease (the "Citi Lease Estoppel"); clause (i) a Declaration above until such time as the Servicing Transfer Date does occur, at which point Seller shall deliver all of Restrictive Covenant the remaining items listed in the form attached hereto as EXHIBIT F clauses (the "Restrictive Covenant"); ii) through (jvii) the affidavits or similar documents contemplated by Section 4.6 of this Agreementabove; and (kb) such Evidence reasonably required by the applicable title insurer demonstrating that (i) Seller is an entity in good standing under the laws of the jurisdiction in which it is formed, and (ii) Seller's execution and delivery of this Agreement and the other documents as may be reasonably necessary or appropriate to effect delivered pursuant hereto and the consummation of the transactions that are the subject of this Agreement. Seller shall be deemed to contemplated hereby have delivered the items set forth in clauses (e) and (f) above if the same are left in the management office of the Building on the Closing Datebeen fully authorized by all necessary corporate authority.