Seller’s Closing Obligations. On the Closing Date, Seller, at its sole cost and expense, will deliver to Purchaser the following items:
(a) A special warranty deed (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements, subject only to the Permitted Exceptions;
(b) A xxxx of sale in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller, assigning and conveying to Purchaser, without representation or warranty, title to the Personal Property;
(c) A counterpart original of an assignment and assumption of Seller’s interest, as lessor, in the Leases and Security Deposits in the form attached hereto as Exhibit B (the “Assignment of Leases”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title and interest, as lessor, in the Leases and Security Deposits;
(d) A counterpart original of an assignment and assumption of Seller’s interest in the Service Contracts (other than any Service Contracts as to which Purchaser has notified Seller prior to the expiration of the Evaluation Period that Purchaser elects not to assume at Closing) and the Licenses and Permits in the form attached hereto as Exhibit A (the “Assignment”), duly executed by Seller, conveying and assigning to Purchaser all of Seller’s right, title, and interest, if any, in such Service Contracts and the Licenses and Permits;
(e) The Tenant Notice Letters, duly executed by Seller, with respect to the Tenants;
(f) Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the documents delivered by Seller pursuant to this Section 10.3 on behalf of Seller has full right, power, and authority to do so;
(g) A certificate in the form attached hereto as Exhibit I (“Certificate as to Foreign Status”) certifying that Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended;
(h) All original Leases, to the extent in Seller’s possession, the original Major Tenant Estoppels and any other estoppels as described in Section 7.2, SNDAs as described in Section 7.3 and all original Licenses and Permits and Service Contracts in Seller’s possession bearing on the Property;
(i) A certificate, dated as of the Closing Date, stating that the representations and warranties of Seller contained in Section 8.1 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein that are...
Seller’s Closing Obligations. At the Closing, Seller shall deliver the following to Purchaser: §10.01. A statutory form of bargain and sale deed without covenant against grantor's acts, containing the covenant required by Section 13 of the Lien Law, and properly executed in proper form for recording so as to convey the title required by this contract.
Seller’s Closing Obligations. At the Closing, Seller shall furnish and deliver to the Title Company for delivery to Purchaser, at Seller's expense, the following:
a. The Deed, Title Policy (or the Title Commitment marked-up and initialed by the Title Company), Bill xx Sale, Certificate of Non-Foreign Status, Closing Certificate and Lease, each duly executed and acknowledged by Seller and, as appropriate, in recordable form acceptable in the state and county in which the Property is located.
b. Certificates of casualty and fire insurance for the Property and satisfactory evidence of all other insurance coverages as required pursuant to the Lease showing Purchaser as additional insured and loss payee thereunder, where appropriate, with appropriate provisions for prior notice to Purchaser in the event of cancellation or termination of such policies and otherwise in form and substance reasonably satisfactory to Purchaser.
c. Search Reports, dated not more than fifteen (15) days prior to Closing, evidencing no UCC-1 Financing Statements or other filings in the name of Seller with respect to the Property which will remain on the Property after the Closing.
d. Such affidavits or letters of indemnity as the Title Company shall require in order to omit from the Title Insurance Policy all exceptions for unfiled mechanic's, materialman's or similar liens.
e. Any and all transfer declarations or disclosure documents, duly executed by the appropriate parties, required in connection with the Deed by any state, county or municipal agency having jurisdiction over the Property or the transactions contemplated hereby.
f. An opinion of Seller's counsel, dated as of the Closing Date, in the form of Exhibit J-1, attached hereto.
g. Such instruments or documents as are necessary, or reasonably required by Purchaser or the Tide Company, to evidence the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the purchase and sale transaction contemplated hereby.
h. Such other documents as are reasonably required by Purchaser to carry out the terms and provisions of this Agreement.
i. Duplicates of keys, combinations, codes and security information to all locks on the Property in the possession of Seller, but not to include access to [describe restricted areas, if any) or areas with controlled substances.
Seller’s Closing Obligations. At the Closing, Seller shall deliver to Buyer the following:
(a) The Required Assets in accordance with Section 1.3; and
(b) The Assignment and Xxxx of Sale Agreement, in the form attached hereto as Exhibit C, signed by an authorized manager of Seller on behalf of Seller.
Seller’s Closing Obligations. On the Effective Date, Seller shall deliver to Purchaser:
(i) A good and sufficient deed with covenants against grantor’s acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by Seller, conveying good and marketable fee simple title to the Real Property, free from all liens and encumbrances other than the Permitted Encumbrances;
(ii) A certificate of non-foreign status, pursuant to Section 1445 of the Internal Revenue Code, substantially in the form of Exhibit B, duly executed by TravelCenters of America LLC;
(iii) An executed counterpart amendment of the Amended and Restated TA Lease as contemplated by the Transaction Agreement; and
(iv) Such other conveyance documents, certificates, deeds, affidavits and other instruments as Purchaser, Seller or the Title Company may reasonably require to carry out the transactions contemplated by this Agreement and as are customary in like transactions in the area in which the Real Property is located.
Seller’s Closing Obligations. Seller shall deliver, or cause to be delivered, at or prior to the Closing, each of the following:
(a) To Purchaser, stock certificates representing the Purchased Shares, accompanied by a stock power duly endorsed in blank, and otherwise in proper form for transfer;
(b) To Purchaser, the document referred to in subsection 4.1(c); and
(c) To the applicable Person, any other agreements, instruments and documents that are required by any of the Transaction Documents to be executed and/or delivered by Seller at the Closing.
Seller’s Closing Obligations. At the Closing, Seller shall perform the following:
(i) deliver a duly executed and acknowledged grant deed (the “Grant Deed”) to Buyer, conveying to Buyer fee simple title to the Property together with all improvements, rights, alleys, ways, waters, privileges, easements, rights of way, appurtenances, and advantages benefiting the Property, which title shall be good and marketable and as otherwise set forth in Section 3(e) hereof;
(ii) complete the reporting requirements and execute the affidavit required by Section 1445(b)(2) of the Internal Revenue Code of 1986 (as amended) (the “Code”) and other applicable laws, as existing and in effect on such Closing Date, and Seller shall be responsible for filing such affidavit as required by the Code;
(iii) deliver to Buyer all documents necessary to effectuate the transaction contemplated hereby including, without limitation, an affidavit of title as may be reasonably requested by the Title Company (as defined below), and any other documents required to be delivered pursuant to this Agreement, and any other documents that are reasonably requested by Buyer and are customarily executed by sellers in connection with similar transactions; and
(iv) deliver to Buyer such certificates and approvals reasonably requested by Buyer to evidence that the sale of the Property and the performance of Seller’s obligations under this Agreement have been validly approved and authorized by Seller, and that the person executing all documents on behalf of Seller has been authorized by Seller to execute and deliver such documents.
Seller’s Closing Obligations. Each Seller, at its sole cost and expense, will deliver for its Property (i) the following items (a), (b), (c), (d), (e), (f), (j), (k), (l), (m) and (n) in escrow with the Title Company pursuant to Section 4.4 on or before the Deposit Time, and (ii) upon receipt of the Purchase Price, the following items (g), (h) and (i) to Purchaser at the applicable Property:
(a) A grant deed substantially in the form attached hereto as Exhibit I (the “Deed”), duly executed and acknowledged by each Seller conveying to Purchaser the Real Property and the Improvements owned by such Seller subject only to the Permitted Exceptions, which Deed shall be delivered to Purchaser by the Title Company agreeing to cause same to be recorded in the Official Records, along with a separate unrecorded statement of documentary transfer tax duly executed by such Seller and attached to the Deed;
(b) Four (4) counterparts of the general conveyance substantially in the form attached hereto as Exhibit H (the “General Conveyance”) for each Property, duly executed by each Seller;
(c) Four (4) counterparts of each of the Tenant Notice Letters for each Property, duly executed by each Seller;
(d) Evidence reasonably satisfactory to Title Company that the person executing the Closing Documents on behalf of each Seller has full right, power and authority to do so; DAL02:624104.4 LEGAL_US_W # 74790953.14 35 (e) A certificate in the form attached hereto as Exhibit J (“Certificate as to Foreign Status”) from each Seller certifying that such Seller is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended;
Seller’s Closing Obligations. At Closing, each Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following, against delivery of the Purchase Price:
Seller’s Closing Obligations. Seller, at its sole cost and expense, shall deliver or cause to be delivered to Purchaser the following:
11.2.1. A deed (the "Deed") in recordable form properly executed by Seller conveying to Purchaser the Land and Improvements in fee simple subject only to the Permitted Exceptions, substantially in the forms attached hereto as Exhibit H-1 and H-2, as appropriate.
11.2.2. The General Assignment, duly executed by Seller, conveying and assigning to Purchaser the Personal Property, the Leases, the Contracts, the records and plans and the Intangible Property.
11.2.3. Written notice executed by Seller and addressed to the tenants, (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and is responsible for any security deposits identified in the rent roll, and (iii) indicating that rent should thereafter be paid to Purchaser. substantially in the form attached hereto as Exhibit J.
11.2.4. Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the Closing documents on behalf of Seller has full right, power and authority to do so.
11.2.5. A certificate indicating that the representations and warranties set forth in Article VII are true and correct on the Closing Date, or, if there have been changes, describing such changes.
11.2.6. A certificate substantially in the form attached hereto as Exhibit K ("Non-foreign Entity Certification") certifying that Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended.
11.2.7. The following items, to the extent in Seller's possession: (i) all keys, combinations and security codes for all locks and security devices on the Property which are in Seller's possession; (ii) all tenant files, operating reports, plans and specifications and other materials reasonably necessary to the continuity of operation of the Property; (iii) the originals (or copies where originals are not available) of the Leases, the service contracts and the licenses and permits; and (iv) certificates of insurance from the tenants in Seller's possession. Seller shall certify that a copy of a Lease is true, correct and complete to its knowledge with respect to those Leases for which Purchaser has not received an original Lease, a tenant estoppel certificate so certifying as to such Lease, or a Seller's Estoppel.
11.2.8. Such affidavits of title as shall be required by the Title Company to insure Purchaser's title to th...
