Common use of Seller’s Closing Obligations Clause in Contracts

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 ClosingClosing with respect to the Property or applicable Parcel(s) thereof or the applicable Ground Lease Property, Seller shall furnish and deliver to the Title Company for delivery to Purchaser, at Seller's ’s expense, the following: a. (a) The DeedDeed or Assignment and Assumption Agreement (as applicable), Title Policy (or the Title Commitment or pro forma policy marked-up and initialed by the Title Company), Bill xx Xxxx of Sale, Certificate of Non-Foreign Status, Closing Certificate Certificate, the Lease(s), the Required Consents, Guaranty of Sublease or Lease (as applicable), and Leasethe Sublease (as applicable), each document being duly executed and acknowledged by Seller andand in recordable form, as where appropriate, in recordable form acceptable in the state and county in which the Property is located, and acceptable to Purchaser. b. (b) The Guaranty, each document being duly executed and acknowledged by Guarantor. (c) Certificates of casualty and fire insurance for the applicable Parcel(s) of Property or Ground Lease Property, and satisfactory evidence of all other insurance coverages as required pursuant coverages, to the Lease extent that such insurance coverages are being assigned to Purchaser, 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 Purchaserassignee thereof. c. (d) Search Reports, dated not more than fifteen ten (1510) 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 subject to the exercise of the Option or Ground Lease Option after the ClosingClosing or an indemnification in form reasonably acceptable to Seller and Purchaser with respect to any such UCC-1 Financing Statements or other filings. d. (e) Such affidavits or letters of indemnity from Seller as the Title Company shall reasonably require in order to omit from the Title Insurance Policy all exceptions for unfiled unfilled mechanic's’s, materialman's ’s or similar liensliens and rights of parties in possession (other than Tenant under the Lease). e. (f) 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 subject to the exercise of the Option or Ground Lease Option 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. (g) Such instruments or documents as are necessary, or reasonably required by Purchaser or the Tide Title 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 purchase, sale and sale lease transaction contemplated hereby. h. (h) Such other documents as are reasonably required by Purchaser to carry out the terms and provisions of this Agreement. i. Duplicates (i) All necessary approvals, consents, certificates to the validity and effectiveness of keysthe transactions contemplated hereby. (j) The estoppel certificates required by Purchaser pursuant to Section 6.1 hereof. (k) Attornment agreements, combinationsestoppel certificates and agreements subordinating the Lease to liens of Purchaser’s lenders as are required by the terms and conditions of this Agreement. (1) Any and all transfer declarations or disclosure documents, codes duly executed by the appropriate parties, required in connection with the Assignment and security information to all locks on Assumption Agreement (if applicable) by any state, county or municipal agency having jurisdiction over the Property in or the possession of Seller, but not to include access to [describe restricted areas, if any) or areas with controlled substancestransactions contemplated hereby.

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 Certificate, and the 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 five (155) 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 Title 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. g. 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 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 Certificate, Right to Purchase Agreement, Lease and LeaseOption Agreements, 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-1L-1, attached hereto. g. Such instruments or documents as are necessary, or reasonably required by Purchaser or the Tide Title 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.authority

Seller’s Closing Obligations. At the Closing, Seller shall furnish and deliver to the Title Company for delivery to Purchaser, at Seller's expense, and/or Purchaser the following: a. (a) The Deed, Title Policy (or Commitment obligating the Title Commitment marked-up and initialed by Company to issue the Title Company)Policy subject only to the Permitted Exceptions, Bill xx Xxxx of Sale, Certificate of Non-Foreign Status, Closing Certificate Certificate, the Guaranty and the Lease, each duly executed and acknowledged by Seller andor Guarantor, as appropriatethe case may be. (b) An affidavit, agreement and indemnity executed by Seller and dated as of the Closing Date, stating that there are no unpaid debts for any work that has been done or materials furnished to the Property prior to and as of Closing and stating that Seller shall indemnify, save and protect Purchaser and its assigns harmless from and against any and all Claims, including without limitation court costs and reasonable attorneys' fees related thereto, arising out of, in recordable connection with, or resulting from the same, up to and including the Closing Date, in form and substance mutually acceptable in the state to Seller and county in which the Property is locatedPurchaser. b. (c) 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 30 days' prior notice to Purchaser in the event of cancellation or termination of such policies and otherwise in form and substance reasonably satisfactory to Purchaserpolicies. c. (d) Updated Search Reports, dated not more than fifteen (15) ten days prior to Closing, evidencing no UCC-1 UCC-l Financing Statements or other filings in the name of Seller with respect to the Property which will remain on the Property after the ClosingProperty. d. (e) Such affidavits affidavits, certificates or letters of indemnity as the Title Company shall reasonably require in order to omit from the Title Insurance Policy its insurance policy all exceptions for unfiled mechanic's, materialman's or similar liens. e. (f) 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. (g) Such instruments or documents as are necessary, or reasonably required by Purchaser or the Tide Company, Title 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 (h) The Closing Fee and all other documents as are reasonably required costs and expenses payable by Seller to Purchaser pursuant to carry out the terms and provisions of this AgreementSection 9.2. i. Duplicates (i) Rent for the month of keysApril, combinations, codes and security information to all locks on the Property 1995 in the possession amount set forth in Section 2.1(a) of Seller, but not to include access to [describe restricted areas, if any) or areas with controlled substancesthe Lease.

Seller’s Closing Obligations. At the Closing, Seller shall furnish and deliver deliver, or shall cause Guarantor to furnish and deliver, to the Title Company for delivery to Purchaser, at Seller's expense, and/or Purchaser the following: a. (a) The Deed, Title Policy (or Commitment obligating the Title Commitment marked-up and initialed by Company to issue the Title Company)Policy subject only to the Permitted Exceptions, Bill xx Sale, Certificate of Non-Foreign Status, the Closing Certificate Certificate, the Guaranty and the Lease, each duly executed and acknowledged by Seller andor Guarantor, as appropriatethe case may be. (b) An affidavit, agreement and indemnity executed by Seller and dated as of the Closing Date, stating that there are no unpaid debts for any work that has been done or materials furnished to the Property prior to and as of Closing and stating that Seller shall indemnify, save and protect Purchaser and its assigns harmless from and against any and all Claims, including court costs and reasonable attorneys' fees related thereto, arising out of, in recordable connection with, or resulting from the same, up to and including the Closing Date, in form and substance mutually acceptable in the state to Seller and county in which the Property is locatedPurchaser. b. (c) 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 30 days' prior written notice to Purchaser in the event of cancellation or termination of such policies and otherwise in form and substance reasonably satisfactory to Purchaserpolicies. c. (d) Updated Search Reports, dated not more than fifteen (15) ten days prior to Closing, evidencing no UCC-1 UCC-l Financing Statements or other filings in the name of Seller with respect to the Property which will remain on the Property after the ClosingProperty. d. (e) Such affidavits affidavits, certificates or letters of indemnity as the Title Company shall reasonably require in order to omit from the Title Insurance Policy its insurance policy all exceptions for unfiled mechanic's, materialman's or similar liens. e. (f) 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. (g) Such instruments or documents as are necessary, or reasonably required by Purchaser or the Tide Title 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 (h) All costs and expenses payable by Purchaser Seller pursuant to carry out the terms and provisions of this AgreementSection 9.2. 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 Sellers shall furnish and deliver deliver, or cause to the Title Company for delivery be furnished and delivered, to Purchaser, at Seller's expense, Purchaser the following: a. The Deed, Title Policy (or the Title Commitment marked-up and initialed by the Title Company), Bill xx of Sale, Certificate of Non-Foreign Status, Status and 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 locatedCertificaxx. b. Certificates An assignment of casualty those of the Operating and fire insurance for Service Agreements marked with an asterisk on Exhibit D and of 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 appropriateIncarceration Agreements, with appropriate provisions for prior notice to Purchaser the written approval and consent of the County and the State of Wyoming, together with an estoppel certificate from the County in the event form of cancellation or termination of such policies and otherwise in form and substance Schedule 7.1 annexed hereto. c. Evidence reasonably satisfactory to PurchaserPurchaser and the Title Company that the Lease and Management Agreement have each been terminated as of the Closing, and that neither CCS nor Manager has any further claims or rights thereunder which could adversely affect Purchaser or the Property. c. d. 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 either Seller with respect to the Property which will remain on the Property after the Closing. d. e. Such affidavits or letters of indemnity from Sellers as the Title Company shall require in order to omit from the Title Insurance Policy all exceptions for unfiled mechanic's, materialmanmaterialmen's or similar liens. e. f. 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 reasonably necessary, or reasonably required by Purchaser or the Tide Title Company, to evidence the status and capacity of each Seller and the authority of the person or persons who are executing the various documents on behalf of each Seller in connection with the purchase and sale transaction contemplated hereby. h. Escrow closing instructions in customary form reasonably satisfactory to Purchaser and Seller. i. 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 ClosingClosing with respect to the Property or applicable Parcel(s) thereof, Seller shall furnish and deliver to the Title Company for delivery to Purchaser, at Seller's ’s expense, the following: a. (a) The Deed, Title Policy (or the Title Commitment or pro forma policy marked-up and initialed by the Title Company), Bill xx Xxxx of Sale, Certificate of Non-Foreign Status, Closing Certificate and LeaseCertificate, the Lease(s), the Required Consents, each document being duly executed and acknowledged by Seller andand in recordable form, as where appropriate, in recordable form acceptable in the state and county in which the Property is located, and acceptable to Purchaser. b. (b) The Guaranty, each document being duly executed and acknowledged by Guarantor. (c) Certificates of casualty and fire insurance for the Property applicable Parcel(s) of Property, and satisfactory evidence of all other insurance coverages as required pursuant coverages, to the Lease extent that such insurance coverages are being assigned to Purchaser, 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 Purchaserassignee thereof. c. (d) Search Reports, dated not more than fifteen ten (1510) 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 subject to the exercise of the Option after the ClosingClosing or an indemnification in form reasonably acceptable to Seller and Purchaser with respect to any such UCC-1 Financing Statements or other filings. d. (e) Such affidavits or letters of indemnity from Seller as the Title Company shall reasonably require in order to omit from the Title Insurance Policy all exceptions for unfiled unfilled mechanic's’s, materialman's ’s or similar liensliens and rights of parties in possession (other than Tenant under the Lease). e. (f) 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 subject to the exercise of the Option 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. (g) Such instruments or documents as are necessary, or reasonably required by Purchaser or the Tide Title 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 purchase, sale and sale lease transaction contemplated hereby. h. (h) Such other documents as are reasonably required by Purchaser to carry out the terms and provisions of this Agreement. i. Duplicates (i) All necessary approvals, consents, certificates to the validity and effectiveness of keysthe transactions contemplated hereby. (j) The estoppel certificates required by Purchaser pursuant to Section 7.1 hereof. (k) Attornment agreements, combinations, codes estoppel certificates and security information agreements subordinating the Lease to all locks on liens of Purchaser’s lenders as are required by the Property in the possession terms and conditions of Seller, but not to include access to [describe restricted areas, if any) or areas with controlled substancesthis Agreement.

Seller’s Closing Obligations. At the ClosingClosing with respect to the Property, Seller shall furnish and deliver to the Title Company for delivery to Purchaser, at Seller's expense, Purchaser the following: a. (a) The Deed, Title Policy (or the Title Commitment marked-up Assignment Assumption and initialed by Modification of Lease, Put and Call Agreement Assignment, the Title Company)QLICI Loan Assignment and Assumption, Bill xx Xxxx of Sale, Promissory Note, Certificate of Non-Foreign Status, Closing Certificate and LeaseCertificate, each document being duly executed and acknowledged by the applicable Seller andand in recordable form, as where appropriate, in recordable form acceptable in the state and county in which the Property is located, and acceptable to Purchaser. b. Certificates (b) The CAROJOTO Deed of casualty Release. (c) The Title Policy. (d) Such assignments, agreements or other documentation necessary to effectuate assignment of the Developmental Approvals, and fire insurance all necessary approvals of such assignment by all governmental authorities as Purchaser shall determine to be necessary. (e) Such affidavits or letters of indemnity from Seller as the Title Company shall reasonably require in order to omit from the Title Policy all exceptions for unfilled mechanics', materialman’s or similar liens and rights of parties in possession. (f) A letter advising the Property Permitted Tenant under the APT Lease of the change in ownership of the premises and satisfactory evidence of all other insurance coverages as required pursuant directing them to the Lease showing Purchaser as additional insured and loss payee thereunder, where appropriate, with appropriate provisions for prior notice pay rent to Purchaser or as Purchaser may direct in the event of cancellation or termination of such policies and otherwise in a form and substance reasonably satisfactory to Purchaser. c. Search Reports(g) Releases sufficient to discharge of record any mortgages, dated not more than fifteen (15) days prior to Closingdeeds of trust, evidencing no UCC-1 Financing Statements or other filings liens affecting the Property other than the Permitted Exceptions. (h) Any assignable bonds, warranties or guaranties which are in the name of Seller with respect any way applicable to the Property which will remain on the Property after the Closingor any part thereof. d. Such affidavits or letters (i) All keys for the Property, including without limitation keys for maintenance areas, storage rooms and equipment, with the identification of indemnity as the Title Company shall require in order lock to omit from the Title Insurance Policy all exceptions for unfiled mechanic's, materialman's or similar lienswhich each key relates. 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. (j) Such instruments or documents as are necessary, or reasonably required by Purchaser or the Tide Title 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. (k) Purchaser shall receive a credit against the Purchase Price for the fully funded tenant security deposits, and other deposits under the APT Lease, if any. (l) The originals of all of the Contracts (to the extent available, and if unavailable, copies certified by Seller to be true, complete and correct), together with such notices to all parties to such Contracts as shall be necessary or desirable to cause all such Contracts to be transferred to Purchaser. (m) An updated listing of all Existing Contracts together with a certification signed by Seller, certifying that the updated list of Existing Contracts set forth in Exhibit I is complete and accurate in all respects. (n) Such notices to service providers, manufacturers of equipment and personal property transferred pursuant to this transaction, and utility companies providing utility services to the Property, and any party to any other Contract (to the extent required by any such Contract or deemed appropriate by Purchaser) as shall be necessary or desirable to cause all applicable warranties and Contracts to be transferred to Purchaser, provided that Purchaser shall notify Seller of its requirements for such notices prior to the expiration of the Review Period. (o) Seller shall furnish a certification in the form attached hereto as Exhibit G that all representations and warranties contained in this Agreement remain true and correct as of the Closing Date; Seller shall have good, marketable, indefeasible and insurable right and title to the Property, free and clear of any deeds of trust, mortgages, liens, encumbrances, leases, tenancies, licenses, chattel mortgages, conditional sales agreements, security interests, covenants, conditions, restrictions, judgments, rights-of-way, casements, encroachments, claims and any other matters affecting title or use of the Property, except for the Permitted Exceptions. (p) Such other and further documents and instruments, to be signed by Seller, as are Purchaser may reasonably required by Purchaser deem necessary in order to carry out the terms and provisions of transaction contemplated by 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 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 Certificate, Right to Purchase Agreement, Lease and LeaseOption Agreements, 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 five (155) 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-1L-1, attached hereto. g. Such instruments or documents as are necessary, or reasonably required by Purchaser or the Tide Title 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 furnish and deliver to the Title Company for delivery to Purchaser, at Seller's expense, the following: a. (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. (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. (c) Search Reports, dated not more than fifteen five (155) 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. (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. (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. (f) An opinion of Seller's counsel, dated as of the Closing Date, in the form of Exhibit J-1, attached hereto. g. (g) Such instruments or documents as are necessary, or reasonably required by Purchaser or the Tide Title 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. (h) Such other documents as are reasonably required by Purchaser to carry out the terms and provisions of this Agreement. i. (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) any or areas with controlled substances, as such areas are designated in writing by Seller.

Seller’s Closing Obligations. At the ClosingClosing with respect to the Property or applicable Parcel(s) thereof, Seller shall furnish and deliver to the Title Company for delivery to Purchaser, at Seller's ’s expense, the following: a. (a) The Deed, Title Policy (or the Title Commitment or pro forma policy marked-up and initialed by the Title Company), Bill xx Xxxx of Sale, Certificate of Non-Foreign Status, Closing Certificate and LeaseCertificate, the Lease(s), the Required Consents, each document being duly executed and acknowledged by Seller andand in recordable form, as where appropriate, in recordable form acceptable in the state and county in which the Property is located, and acceptable to Purchaser. b. (b) The Guaranty, each document being duly executed and acknowledged by Guarantor. (c) Certificates of casualty and fire insurance for the Property applicable Parcel(s) of Property, and satisfactory evidence of all other insurance coverages as required pursuant coverages, to the Lease extent that such insurance coverages are being assigned to Purchaser, 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 Purchaserassignee thereof. c. (d) Search Reports, dated not more than fifteen ten (1510) 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 subject to the exercise of the Option after the ClosingClosing or an indemnification in form reasonably acceptable to Seller and Purchaser with respect to any such UCC-1 Financing Statements or other filings. d. (e) Such affidavits or letters of indemnity from Seller as the Title Company shall reasonably require in order to omit from the Title Insurance Policy all exceptions for unfiled unfilled mechanic's’s, materialman's ’s or similar liensliens and rights of parties in possession (other than Tenant under the Lease). e. (f) 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 subject to the exercise of the Option 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. (g) Such instruments or documents as are necessary, or reasonably required by Purchaser or the Tide Title 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 purchase, sale and sale lease transaction contemplated hereby. h. (h) Such other documents as are reasonably required by Purchaser to carry out the terms and provisions of this Agreement. i. Duplicates (i) All necessary approvals, consents, certificates to the validity and effectiveness 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 substancestransactions contemplated hereby.

Seller’s Closing Obligations. At the ClosingClosing with respect to a Property, Seller shall furnish and deliver to the Title Company for delivery to Purchaser, at Seller's expense, the following: a. (a) The Deed, Title Policy (or the Title Commitment or pro forma policy marked-up and initialed by the Title Company), Assignment, Bill xx of Sale, Certificate of Non-Foreign Non- Fxxxxgn Status, Closing Certificate Certificate, Right to Purchase Agreement, Lease, and LeaseSeller Option Agreement, each duly executed and acknowledged by Seller and, as appropriate, in recordable form acceptable in the state and county in which the each Property is located. b. (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 appropriateas required by the Lease, 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 Purchaseras required by the Lease. c. (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 ClosingClosing or an indemnification in form reasonably acceptable to Seller and Purchaser with respect to any such UCC-1 Financing Statements or other filings. d. (d) Such affidavits or letters of indemnity from Seller as the Title Company shall reasonably require in order to omit from the Title Insurance Policy all exceptions for unfiled mechanic's, materialman's or similar liensliens and rights of parties in possession (other than Seller under the Lease and other tenants under leases disclosed in the Due Diligence Materials). e. (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. (f) An opinion of Seller's counsel, dated as of the Closing Date, in the form of Exhibit J-1N-1, attached hereto. g. (g) Such instruments or documents as are necessary, or reasonably required by Purchaser or the Tide Title 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. (h) Such other documents as are reasonably required by Purchaser to carry out the terms and provisions of this Agreement. i. Duplicates (i) All necessary approvals, consents, certificates and the like of keys, combinations, codes third parties to the validity and security information to all locks on effectiveness of the Property in the possession of Seller, but not to include access to [describe restricted areas, if any) or areas with controlled substancestransactions contemplated hereby.