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 the Property as set forth in Section 10.2.5, and to provide affirmative endorsements against mechanic's liens. 11.2.9. A rent roll updated as of not more than three (3) business days prior to the Closing Date, certified by Seller as true and correct. 11.2.10. Evidence as required by the title company of the good standing and existence of Seller and the due authority of those executing for Seller. 11.2.11. Current tax bills and, if available, tax bills for each of the past two (2) years of Seller's ownership of the Property. 11.2.12. Such other documents as are specified in this Agreement, or as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Brandywine Realty Trust)
Seller’s Closing Obligations. Seller, at its sole cost and expense, shall deliver or cause to be delivered to Purchaser and the Title Company the following, as same relates to each of the Properties and the Properties, as the case may be:
11.2.1. 11.2.1 A Special warranty deed (the "a “Deed"”) in recordable form properly executed by Seller conveying to Purchaser the Land and Improvements in fee simple simple, subject only to the Permitted Exceptions, substantially in the forms form attached hereto as Exhibit H-1 N (as modified in order to satisfy any State-specific requirements with respect to the States of Indiana and H-2Wisconsin, as appropriateif applicable).
11.2.2. The 11.2.2 A General Assignment, duly executed by Seller, conveying and assigning to Purchaser the Personal Property, the Leases, the Contracts, the records and plans Contracts and the Intangible Property.
11.2.3. 11.2.3 Written notice executed by Seller and addressed to the tenants, tenant(s) (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.O.
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. 11.2.4 A certificate substantially in the form attached hereto as Exhibit K P ("“Non-foreign Entity Certification"”) certifying that Seller is not a "“foreign person" ” as defined in Section 1445 the Code.
11.2.5 Executed counterparts 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 Master Lease and security codes for all locks and security devices on the Property which are in Seller's possession; (ii) all tenant filesManagement Agreement, 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 Leasethe Closing, a tenant estoppel certificate so certifying as and such other documents to such Lease, or a Seller's Estoppelbe provided in accordance with Sections 9.5 and 9.6 hereof with respect to the Closing.
11.2.8. Such affidavits of title as shall be required by the Title Company to insure Purchaser's title to the Property as set forth in Section 10.2.5, and to provide affirmative endorsements against mechanic's liens.
11.2.9. A rent roll updated as of not more than three (3) business days prior to the Closing Date, certified by Seller as true and correct.
11.2.10. Evidence as required by the title company of the good standing and existence of Seller and the due authority of those executing for Seller.
11.2.11. Current tax bills and, if available, tax bills for each of the past two (2) years of Seller's ownership of the Property.
11.2.12. 11.2.6 Such other documents as are specified in this Agreement, or as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement, including, but not limited to, ALTA Statements and GAP Undertakings.
11.2.7 Purchaser and Seller have agreed that possession (but not ownership) of all original Leases, tenant files and Contracts shall remain with Seller following Closing, in its capacity as Property Manager but that ownership of such items shall pass to Purchaser. Any duplicate originals of Leases and Contracts in Seller’s possession or control shall be delivered to Purchaser promptly after Closing.
11.2.8 All REA Estoppel Certificates received by Seller, if any.
11.2.9 A certificate of Seller by which Seller reaffirms the truth and accuracy in all material respects of the representations and warranties set forth in Sections 7.1 above, subject to and setting forth any changes thereto occurring since the Effective Date.
11.2.10 Reliance letters with respect to and permitting Purchaser to rely on the most recent Phase 1 environmental reports provided by Seller to Purchaser from the consultant who prepared the applicable environmental report.
Appears in 1 contract
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 grant deed (the "“Deed"”) in recordable form properly duly executed and acknowledged by Seller conveying to Purchaser the Land and Improvements described on Exhibit A in fee simple simple, subject only to the Permitted Exceptions, substantially in the forms form attached hereto as Exhibit H-1 and H-2, as appropriate.F.
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 plans, and the Intangible Property.
11.2.3. Written notice addressed generally to all tenants of the Property 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.H.
11.2.4. Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the Closing documents 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 duly executed by Seller substantially in the form attached hereto as Exhibit K I ("“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.
11.2.711.2.6. The following items, to the extent in Seller's ’s possession: (i) all keys, keys and combinations and security codes to locks for all locks doors and security devices on spaces which may be locked (whether occupied or not) in the Property which are in Seller's possessionImprovements; and (ii) all original (to the extent available, otherwise copies of) Leases, Contracts, permits, books, records, tenant files, tenant database, operating reports, plans and specifications and other materials reasonably necessary to the continuity of operation of the Property; (iii) Property – the originals (or copies where originals are foregoing items may be delivered at the Property and not available) of at the Leases, Closing.
11.2.7. A closing statement duly executed by Seller setting forth the service contracts Purchase Price 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 Estoppelany adjustments thereto.
11.2.8. Such affidavits of title A California Form 593-C duly executed by Seller, as shall be required by the Title Company to insure Purchaser's title and to the Property as set forth in Section 10.2.5, and to provide affirmative endorsements against mechanic's liensextent prescribed by California law.
11.2.9. A rent roll updated as of not more than three (3) business days prior to the Closing Date, certified by Seller as true and correct.
11.2.10. Evidence as required by the title company of the good standing and existence of Seller and the due authority of those executing for Seller.
11.2.11. Current tax bills and, if available, tax bills for each of the past two (2) years of Seller's ownership of the Property.
11.2.12. Such other documents as are specified in this Agreement, or as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Income Trust Inc.)
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 special warranty deed (the "“Deed"”) in recordable form properly duly executed and acknowledged by Seller conveying to Purchaser the Land and Improvements described on Exhibit A in fee simple simple, subject only to the Permitted Exceptions, substantially in the forms form attached hereto as Exhibit H-1 and H-2, as appropriate.F.
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 plans, and the Intangible Property.
11.2.3. Written notice addressed generally to all tenants of the Property 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.H.
11.2.4. Evidence reasonably satisfactory to Purchaser and the Title Company that the person executing the Closing documents 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 duly executed by Seller substantially in the form attached hereto as Exhibit K I ("“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.
11.2.711.2.6. The following items, to the extent in Seller's ’s possession: (i) all keys, keys and combinations and security codes to locks for all locks doors and security devices on spaces which may be locked (whether occupied or not) in the Property which are in Seller's possessionImprovements; and (ii) all original (to the extent available, otherwise copies of) Leases, Contracts, permits, books, records, tenant files, tenant database, operating reports, plans and specifications and other materials reasonably necessary to the continuity of operation of the Property; (iii) Property – the originals (or copies where originals are foregoing items may be delivered at the Property and not available) of at the Leases, Closing.
11.2.7. A closing statement duly executed by Seller setting forth the service contracts Purchase Price 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 Estoppelany adjustments thereto.
11.2.8. Such affidavits of title as shall be required by the Title Company to insure Purchaser's title to the Property as set forth in Section 10.2.5, and to provide affirmative endorsements against mechanic's liens.
11.2.9. A rent roll updated as of not more than three (3) business days prior to the Closing Date, certified by Seller as true and correct.
11.2.10. Evidence as required by the title company of the good standing and existence of Seller and the due authority of those executing for Seller.
11.2.11. Current tax bills and, if available, tax bills for each of the past two (2) years of Seller's ownership of the Property.
11.2.12. Such other documents as are specified in this Agreement, or as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Income Trust Inc.)
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 form attached hereto as Exhibit H-1 and H-2, as appropriate.H.
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, Lease or 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 the Property as set forth in Section 10.2.5, and to provide affirmative endorsements against mechanic's liens.
11.2.9. A rent roll updated as of not more than three (3) business days prior to the Closing Date, certified by Seller as true and correct.
11.2.10. Evidence as required by the title company of the good standing and existence of Seller and the due authority of those executing for Seller.
11.2.11. Current tax bills and, if available, tax bills for each of the past two (2) years of Seller's ownership of the Property.
11.2.12. Such other documents as are specified in this Agreement, or as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Brandywine Realty Trust)
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 Special Warranty Deed (the "“Deed") in recordable form properly executed by Seller conveying to Purchaser ”), covering the Land and Improvements in fee simple subject only to the Permitted Exceptions, Property substantially in the forms form attached hereto as Exhibit H-1 and H-2, as appropriate.F.
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.H.
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.
11.2.611.2.5. A certificate substantially in the form attached hereto as Exhibit K I ("“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.
11.2.711.2.6. The following items, to the extent in Seller's possession: ’s possession (which need not be delivered at the Closing, but may, instead, be delivered in the Property’s management office): (i) all keys, combinations and security codes keys for all locks entrance door and security devices on spaces which may be locked (whether occupied or not) in the Property which are in Seller's possessionImprovements; (ii) all original books, records, tenant files, operating reports, plans and specifications and other materials reasonably necessary to the continuity of operation of the Property; and (iii) the originals (or copies where originals are not availableavailable and copies of the Leases will be certified) of the Leases, the service contracts 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.
11.2.811.2.7. Such affidavits of title as shall be required The Notice to Purchaser, duly executed by the Title Company to insure Purchaser's title to the Property as set forth in Section 10.2.5, and to provide affirmative endorsements against mechanic's liens.
11.2.9. A rent roll updated as of not more than three (3) business days prior to the Closing Date, certified by Seller as true and correct.
11.2.10. Evidence as required by the title company of the good standing and existence of Seller and the due authority of those executing for Seller.
11.2.11. Current tax bills and, if available, tax bills for each of the past two (2) years of Seller's ownership of the Property.
11.2.12. Such other documents as are specified in this Agreement, or as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Wells Real Estate Investment Trust Ii Inc)
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 special warranty deed (the "Deed") in recordable form properly duly executed and acknowledged by Seller conveying to Purchaser the Land and Improvements described on Exhibit A in fee simple simple, subject only to the Permitted Exceptions, substantially in the forms form attached hereto as Exhibit H-1 and H-2, as appropriate.F.
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 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.H.
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 duly executed by Seller substantially in the form attached hereto as Exhibit K I ("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.
11.2.711.2.6. The following items, to the extent in Seller's possession: (i) all keys, combinations and security codes keys for all locks entrance door and security devices on spaces which may be locked (whether occupied or not) in the Property which are in Seller's possessionImprovements; and (ii) all original (to the extent available, otherwise copies of) Leases, Contracts, permits, books, records, tenant files, tenant database, operating reports, plans plains and specifications and other materials reasonably necessary to the continuity of operation of the Property; (iii) Property – the originals (or copies where originals are foregoing items may be delivered at the Property and not available) of at the Leases, Closing.
11.2.7. A closing statement duly executed by Seller setting forth the service contracts Purchase Price 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 Estoppelany adjustments thereto.
11.2.8. Such affidavits of title as shall be required by the Title Company to insure Purchaser's title to the Property as set forth in Section 10.2.5, and to provide affirmative endorsements against mechanic's liens.
11.2.9. A rent roll updated as of not more than three (3) business days prior to the Closing Date, certified by Seller as true and correct.
11.2.10. Evidence as required by the title company of the good standing and existence of Seller and the due authority of those executing for Seller.
11.2.11. Current tax bills and, if available, tax bills for each of the past two (2) years of Seller's ownership of the Property.
11.2.12. Such other documents as are specified in this Agreement, or as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement, including a Form DR 1083 duly executed by Seller.
Appears in 1 contract
Samples: Purchase and Sale Agreement (RREEF Property Trust, Inc.)
Seller’s Closing Obligations. Seller, at its sole cost and expense, shall deliver or cause to be delivered to Purchaser and the Title Company the following, as same relates to each of the Properties and the Properties, as the case may be:
11.2.1. 11.2.1 A Special warranty deed (the "a “Deed"”) in recordable form properly executed by Seller conveying to Purchaser the Land and Improvements in fee simple simple, subject only to the Permitted Exceptions, substantially in the forms form attached hereto as Exhibit H-1 N (as modified in order to satisfy any State-specific requirements with respect to the States of Indiana and H-2Wisconsin, as appropriateif applicable).
11.2.2. The 11.2.2 A General Assignment, duly executed by Seller, conveying and assigning to Purchaser the Personal Property, the Leases, the Contracts, the records and plans Contracts and the Intangible Property.
11.2.3. 11.2.3 Written notice executed by Seller and addressed to the tenants, tenant(s) (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.O.
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. 11.2.4 A certificate substantially in the form attached hereto as Exhibit K P ("“Non-foreign Entity Certification"”) certifying that Seller is not a "“foreign person" ” as defined in Section 1445 the Code.
11.2.5 Executed counterparts 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 Master Lease 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 Amendment to its knowledge Management Agreement with respect to those Leases for which Purchaser has not received an original Leasethe Closing, a tenant estoppel certificate so certifying as and such other documents to such Lease, or a Seller's Estoppelbe provided in accordance with Sections 9.5 and 9.6 hereof with respect to the Closing.
11.2.8. Such affidavits of title as shall be required by the Title Company to insure Purchaser's title to the Property as set forth in Section 10.2.5, and to provide affirmative endorsements against mechanic's liens.
11.2.9. A rent roll updated as of not more than three (3) business days prior to the Closing Date, certified by Seller as true and correct.
11.2.10. Evidence as required by the title company of the good standing and existence of Seller and the due authority of those executing for Seller.
11.2.11. Current tax bills and, if available, tax bills for each of the past two (2) years of Seller's ownership of the Property.
11.2.12. 11.2.6 Such other documents as are specified in this Agreement, or as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement, including, but not limited to, ALTA Statements and GAP Undertakings.
11.2.7 Purchaser and Seller have agreed that possession (but not ownership) of all original Leases, tenant files and Contracts shall remain with Seller following Closing, in its capacity as Property Manager but that ownership of such items shall pass to Purchaser. Any duplicate originals of Leases and Contracts in Seller’s possession or control shall be delivered to Purchaser promptly after Closing.
11.2.8 All REA Estoppel Certificates received by Seller, if any.
11.2.9 A certificate of Seller by which Seller reaffirms the truth and accuracy in all material respects of the representations and warranties set forth in Sections 7.1 above, subject to and setting forth any changes thereto occurring since the Effective Date.
11.2.10 Reliance letters with respect to and permitting Purchaser to rely on the most recent Phase 1 environmental reports provided by Seller to Purchaser from the consultant who prepared the applicable environmental report.
Appears in 1 contract
