Common use of Seller’s Closing Obligations Clause in Contracts

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. At the Closing, Seller shall perform the followingshall: (ia) Execute, acknowledge and deliver to Buyer a duly executed Grant Deed in the form attached hereto as Exhibit C and acknowledged grant deed incorporated herein (the “Grant Deed”) to Buyer), conveying to Buyer good and indefeasible fee simple title to the Property together with free and clear of all improvementsliens, rights, alleys, ways, waters, privileges, easements, rights of way, appurtenancesclaims, and advantages benefiting encumbrances except the Property, which title shall be good and marketable and Permitted Exceptions (as otherwise set forth defined in Section 3(e) hereof3.03); (iib) complete the reporting requirements Execute and execute the affidavit required by Section 1445(b)(2) deliver to Escrow Holder two executed original counterparts of the Internal Revenue Code of 1986 (as amended) a General Assignment Agreement (the “CodeGeneral Assignment”) in the form attached hereto as Exhibit D assigning to Buyer all rights of Seller in and to any intangible rights and personal property or other applicable laws, as existing interests in the Property that are not legally transferable to Buyer by execution and in effect on such Closing Date, and Seller shall be responsible for filing such affidavit as required by delivery of the CodeDeed; (iiic) Execute, acknowledge and deliver to Buyer all Escrow Holder a Surplus Land Act covenant and agreement in the form attached hereto as Exhibit E (as discussed below in Section 12.01(a)(viii)), (d) Pay Seller’s closing costs as specified in this Agreement; (e) Deliver an executed title affidavit and other documents necessary if required by, and in a form reasonably acceptable to, First American Title Company (“Title Company”) that is sufficient to effectuate enable Title Company to issue the transaction Title Policy (as defined below) subject to the requirements of this Agreement. (f) Deliver such proof of Seller’s authority and authorization to enter into this Agreement and consummate the transactions contemplated hereby includinghereby, without limitationand such proof of the power and authority of the individual(s) executing and/or delivering any instruments, an affidavit documents, or certificates on behalf of title Seller to act for and bind Seller as may be reasonably requested required 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; andCompany. (ivg) 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 Execute and deliver such documentsother instruments and affidavits as the Escrow Holder may reasonably require.

Seller’s Closing Obligations. At the Closing, Seller shall perform execute and deliver to Buyer, at Seller’s sole cost and expense, each of the following: (i) deliver a following items: A transferable and recordable general warranty deed, duly executed and acknowledged grant deed (the “Grant Deed”) to Buyerby Seller, conveying to Buyer good, marketable, merchantable and indefeasible fee simple title to the Property together to Buyer, subject only to the Permitted Encumbrances (the “Deed”); A mutually-acceptable closing statement showing all payments, prorations and adjustments made at Closing in accordance with all improvements, rights, alleys, ways, waters, privileges, easements, rights of way, appurtenances, the Agreement (the “Closing Statement”); An affidavit from Seller and advantages benefiting the Property, which title shall be good and marketable and as otherwise set forth in any other parties required pursuant to Section 3(e) hereof; (ii) complete the reporting requirements and execute the affidavit required by Section 1445(b)(2) 1445 of the Internal Revenue Code and/or regulations relating thereto stating that neither Seller nor any other such party is a foreign person; A certificate of 1986 Seller dated as of the Closing Date confirming (without exception or qualification) that all of the representations of Seller contained in this Agreement are true and correct as amended) (of the “Code”) and other applicable laws, as existing and in effect on such Closing Date, as if made on and Seller shall be responsible for filing such affidavit as required by of the Code; (iii) deliver to Buyer all documents necessary to effectuate the transaction contemplated hereby including, without limitation, an affidavit of title Closing Date; Such evidence 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 or the title company evidencing the status and are customarily executed by sellers in connection with similar transactions; and (iv) deliver to Buyer such certificates capacity of Seller and approvals reasonably requested by Buyer to evidence that the sale authority of the Property and person or persons who are executing the performance of Seller’s obligations under this Agreement have been validly approved and authorized by Seller, and that the person executing all various closing documents on behalf of Seller has been authorized by in connection with this Agreement; An affidavit from Seller in such form and content as may be acceptable to execute Buyer relating to off-record title matters, including as may be reasonably necessary to enable the Title Company to delete the standard exceptions listed in the title commitment, and, if applicable, in any mortgagee’s title policy; and deliver Such other documents as Buyer, or its counsel, may reasonably request to be delivered at Closing, including such documentsseparate transferable and recordable instruments as may be necessary or appropriate to transfer to Buyer any easements appurtenant to the Property.

Seller’s Closing Obligations. At the Closing, Seller shall perform execute and deliver to Buyer, at Seller’s sole cost and expense, each of the following: (i) deliver a following items: A transferable and recordable quit claim , duly executed and acknowledged grant deed by Seller conveying such title as was delivered to Seller by Buyer previously(the “Deed”); A mutually-acceptable closing statement showing all payments, prorations and adjustments made at Closing in accordance with the Agreement (the “Grant DeedClosing Statement”) ); An affidavit from Seller and any other parties required pursuant 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) 1445 of the Internal Revenue Code and/or regulations relating thereto stating that neither Seller nor any other such party is a foreign person; A certificate of 1986 Seller dated as of the Closing Date confirming (without exception or qualification) that all of the representations of Seller contained in this Agreement are true and correct as amended) (of the “Code”) and other applicable laws, as existing and in effect on such Closing Date, as if made on and Seller shall be responsible for filing such affidavit as required by of the Code; (iii) deliver to Buyer all documents necessary to effectuate the transaction contemplated hereby including, without limitation, an affidavit of title Closing Date; Such evidence 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 or the title company evidencing the status and are customarily executed by sellers in connection with similar transactions; and (iv) deliver to Buyer such certificates capacity of Seller and approvals reasonably requested by Buyer to evidence that the sale authority of the Property and person or persons who are executing the performance of Seller’s obligations under this Agreement have been validly approved and authorized by Seller, and that the person executing all various closing documents on behalf of Seller has been authorized by in connection with this Agreement; An affidavit from Seller in such form and content as may be acceptable to execute Buyer relating to off-record title matters, including as may be reasonably necessary to enable the Title Company to delete the standard exceptions listed in the title commitment, and, if applicable, in any mortgagee’s title policy; and deliver Such other documents as Buyer, or its counsel, may reasonably request to be delivered at Closing, including such documentsseparate transferable and recordable instruments as may be necessary or appropriate to transfer to Buyer all easements appurtenant to the Property.

Seller’s Closing Obligations. At the Closing, Seller shall perform will deliver, or cause to be delivered, to Escrow Agent the followingfollowing documents: (a) A special warranty deed in the form attached hereto as Exhibit G (the “Deed”), duly executed and acknowledged by Seller, conveying to Purchaser the Real Property and the Improvements subject only to the Permitted Exceptions; (b) The Xxxx of Sale in form attached hereto as Exhibit H, duly executed by Seller, conveying to Purchaser the Personal Property; (c) The Assignment of Leases, duly executed by Seller; (d) The Assignment of Contracts, duly executed by Seller; (e) An Assignment of Intangible Property in the form attached hereto as Exhibit K, duly executed by Seller; (f) A certificate in the form attached hereto as Exhibit N (“Certificate as to Foreign Status”), duly executed by Seller; (g) The Master Lease, duly executed by Seller; (h) A title affidavit in the form attached hereto as Exhibit M, duly executed by Seller and such other conveyance documents, certificates, deeds and other instruments as Purchaser or the Title Company may reasonably require in like transactions in the county in which the Property is located; (i) deliver a A counterpart original of the Closing Statement, 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;by Seller; and (iij) 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 Such 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 necessary to effect the Title Company (as defined below), and any other documents required to be delivered pursuant to consummation of the transaction which is the subject of 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. At the Closing, and as a condition to the payment of the Purchase Price, Seller shall perform deliver or cause to be delivered the following: (ia) deliver a special warranty deed in the customary and proper form for recording, duly executed and acknowledged grant deed acknowledged, so as to convey the real estate portion of the Property (the “Grant Deed”including Building Fixtures) to Buyer, conveying to Buyer fee simple title subject only to the Property together Permitted Exceptions; (b) such affidavits of title and other customary documents and instruments as the Title Company may reasonably require in accordance with all improvements, rights, alleys, ways, waters, privileges, easements, rights of way, appurtenances, customary practice with respect to mechanic's liens and advantages benefiting parties in possession affecting the Property, which title shall be good other than Seller under the Lucent Lease, and marketable and a duly executed affidavit that Seller is not a "foreign corporation" as otherwise set forth defined 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 (in the form attached hereto 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 CodeExhibit D; (iiic) deliver a xxxx of sale transferring such FF&E as may remain on the Property to Buyer all documents necessary to effectuate in the transaction contemplated hereby includingform attached hereto as Exhibit E; (d) the Lucent Lease substantially in the form of Exhibit I, 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 duly executed by sellers Seller; (e) Seller's affirmation of representations and warranties, as referred to in connection with similar transactionsSection 7.4, in the form attached hereto as Exhibit J; (f) the Declarant Estoppel in the form attached hereto as Exhibit M; (g) the Waiver of Right of First Purchase and Approval of Recombination Plat in the form attached hereto as Exhibit N; and (ivh) deliver to Buyer such certificates and approvals any other documents reasonably requested by Buyer to evidence that necessary for the sale consummation of the Property and the performance of Seller’s obligations under transaction contemplated by 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 documentsAgreement.

Seller’s Closing Obligations. At the Closing, Seller shall perform the followingdeliver ---------------------------- or cause to be delivered to Purchaser: (ia) deliver a Special Warranty Deed in the form of Exhibit "B", duly executed by Seller, in recordable form, and acknowledged grant deed (the “Grant Deed”) to Buyer, conveying to Buyer fee simple evidencing Seller's conveyance of title to the Property together with all improvementsProject to Purchaser, rights, alleys, ways, waters, privileges, easements, rights of way, appurtenances, and advantages benefiting subject only to the Property, which title shall be good and marketable and as otherwise set forth in Section 3(e) hereofPermitted Exceptions; (iib) complete an Assignment of Warranties and Guaranties in the reporting requirements and execute form of Exhibit "D", duly executed by Seller, relative to all transfer of Warranties then in effect, if any, with respect to the affidavit required by Section 1445(b)(2) of the Internal Revenue Code of 1986 (as amended) (the “Code”) and other applicable lawsImprovements or any repairs or renovations to such Improvements, as existing and in effect on such Closing Date, and Seller shall be responsible for filing such affidavit as required by the Codeif applicable; (iiic) deliver a Certificate of Corporate Resolutions adopted by the board of directors of Seller and containing resolutions, authorizing Seller to Buyer all documents necessary to effectuate close 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; andContract; (ivd) deliver an Incumbency Certificate with respect to Buyer such certificates and approvals reasonably requested by Buyer the officers of Seller who are authorized 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 execute closing documents on behalf of Seller; (e) all keys and master keys to all locks located on the Project (to the extent that same are in Seller's possession), unless Purchaser and Seller has been authorized by shall make an alternative arrangement for the delivery of same; (f) all records and documents, if any, regarding the Project (such as plans and specifications but specifically excluding agreements and other documents regarding Seller's acquisition of the Project) to the extent any of those are in Seller's possession, unless Purchaser and Seller to execute and deliver such documentsmake an arrangement for the alternative delivery of same.

Seller’s Closing Obligations. At the Closing, Seller shall perform deliver to Buyer the following: (a) the Conveyance and such other documents as may be reasonably necessary to convey the Purchased Assets to Buyer in accordance with the provisions hereof, executed by Seller; (b) a non-foreign affidavit executed by Seller in the form attached as Exhibit "M"; (c) copies of all applicable waivers, consents, approvals, permits and actions relating to the Purchased Assets obtained; (d) exclusive possession of the Purchased Assets; (e) letters-in-lieu of transfer orders relating to the Purchased Assets in form acceptable to Seller and Buyer; and (f) releases of all mortgages, liens and similar encumbrances burdening the Purchased Assets, including those shown on Exhibit "D," in form and substance reasonably satisfactory to Buyer; (g) a certificate of the Secretary or an Assistant Secretary of the Seller, certifying (i) deliver a that true and complete copies of the resolutions duly executed and acknowledged grant deed validly adopted by the board of directors of Seller's general partner (as applicable) evidencing the “Grant Deed”authorization of the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby are attached thereto and are in full force and effect and (ii) to Buyer, conveying to Buyer fee simple title to the Property together with all improvements, rights, alleys, ways, waters, privileges, easements, rights incumbency of way, appurtenances, the officers of the Seller executing this Agreement and advantages benefiting the Property, which title shall be good instruments contemplated hereby; (h) any indemnification agreements required by Sections 7 and marketable and as otherwise 8; and (i) Any deliverables 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 documents12.2 above.

Seller’s Closing Obligations. At the Closing, Seller shall perform execute and deliver to Buyer, at Seller’s sole cost and expense, each of the following: (i) deliver a following items: A transferable and recordable limited warranty deed, duly executed and acknowledged grant deed by Seller (the “Grant Deed”) to Buyerand, as applicable, by any spouse of Seller), conveying to Buyer limited warranty fee simple title to the Property together to Buyer, subject only to the Permitted Encumbrances (the “Deed”); A mutually-acceptable closing statement showing all payments, prorations and adjustments made at Closing in accordance with all improvements, rights, alleys, ways, waters, privileges, easements, rights of way, appurtenances, the Agreement (the “Closing Statement”); An affidavit from Seller and advantages benefiting the Property, which title shall be good and marketable and as otherwise set forth in any other parties required pursuant to Section 3(e) hereof; (ii) complete the reporting requirements and execute the affidavit required by Section 1445(b)(2) 1445 of the Internal Revenue Code and/or regulations relating thereto stating that neither Seller nor any other such party is a foreign person; A certificate of 1986 Seller dated as of the Closing Date confirming (without exception or qualification) that all of the representations of Seller contained in this Agreement are true and correct as amended) (of the “Code”) and other applicable laws, as existing and in effect on such Closing Date, as if made on and Seller shall be responsible for filing such affidavit as required by of the Code; (iii) deliver to Buyer all documents necessary to effectuate the transaction contemplated hereby including, without limitation, an affidavit of title Closing Date; Such evidence 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 or the title company evidencing the status and are customarily executed by sellers in connection with similar transactions; and (iv) deliver to Buyer such certificates capacity of Seller and approvals reasonably requested by Buyer to evidence that the sale authority of the Property and person or persons who are executing the performance of Seller’s obligations under this Agreement have been validly approved and authorized by Seller, and that the person executing all various closing documents on behalf of Seller has been authorized by in connection with this Agreement; An affidavit from Seller in such form and content as may be acceptable to execute Buyer relating to off-record title matters, including as may be reasonably necessary to enable the Title Company to delete the standard exceptions listed in the title commitment, and, if applicable, in any mortgagee’s title policy; and deliver Such other documents as Buyer, or its counsel, may reasonably request to be delivered at Closing, including such documentsseparate transferable and recordable instruments as may be necessary or appropriate to transfer to Buyer all easements appurtenant to the Property.

Seller’s Closing Obligations. At the Closing, Seller shall perform deliver to Buyer the following: (ia) deliver a duly executed the Conveyance 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 such 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 necessary to convey the Assets to Buyer in accordance with the provisions hereof executed by Seller; (b) a non-foreign affidavit executed by Seller in the Title Company form attached as Exhibit “L;” (as defined below)c) copies of all applicable waivers of Preferential Purchase Rights, or evidence of consents or approvals relating to the Assets obtained by Seller; (d) letters-in-lieu of transfer orders relating to the Assets prepared by Buyer in form reasonably acceptable to Seller; (e) all regulatory transfer documents for the Texas Railroad Commission and any other documents required documentation for any Governmental Entity; (f) releases of all mortgages, liens and similar encumbrances burdening the Assets and securing funded indebtedness of Seller and its Affiliates, including those shown on Exhibit “O,” in form and substance reasonably satisfactory 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 transactionsBuyer; and (ivg) deliver to Buyer such certificates an officer’s certificate of Seller, certifying (i) that true and approvals reasonably requested by Buyer to evidence that the sale complete copies of the Property resolutions duly and validly adopted by the governing body of Seller evidencing the authorization of the execution and delivery of this Agreement and the performance consummation of Seller’s obligations under the transactions contemplated hereby are attached thereto and are in full force and effect and (ii) to the incumbency of the officers of Seller executing 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 documentsinstruments contemplated hereby.

Seller’s Closing Obligations. At the Closing, Seller shall perform the followingshall: (ia) deliver a duly executed transfer marketable and acknowledged grant deed (the “Grant Deed”) to Buyer, conveying to Buyer indefeasible fee simple title to interest in the Property together with to Purchaser by statutory warranty deed, in recordable form in the jurisdiction where the Property is located, free and clear of all improvementsliens and encumbrances, easements, reservations, covenants, restrictions, rights, alleysconditions and defects except non-delinquent real property taxes or assessments, ways, waters, privileges, easements, rights of way, appurtenances, the standard pre-printed exceptions in the title policy and advantages benefiting those matters disclosed in the Property, which title shall be good Preliminary Title Commitment and marketable the Books and Records approved or waived by Purchaser as otherwise set forth provided in Section 3(e) hereofArticle III; (iib) complete execute, acknowledge and deliver such other agreements, documents and instruments as may be necessary to transfer, convey and assign to Purchaser all other property rights and assets to be assigned to Purchaser by Seller pursuant to the reporting requirements terms hereof including without limitation a xxxx of sale for all personal property; (c) deliver to Purchaser satisfactory evidence that all necessary action on the part of Seller has been taken with respect to the execution and execute delivery of this Agreement and the affidavit required by consummation of the transaction contemplated hereby so that all of said documents are or will be validly executed and delivered and binding upon Seller; (d) deliver to Purchaser, pursuant to Section 1445(b)(2) 1445 of the Internal Revenue Code of 1986 (1986, as amended) (the “Code”) , a non-foreign affidavit, stating that Seller is not a foreign person and other applicable lawsproviding Seller's United States taxpayer identification number, as existing and in effect on such Closing Date, and Seller shall be responsible for filing such affidavit as required by the Code;and (iiie) deliver to Buyer all Purchaser such other instruments or documents as may be required pursuant to the provisions hereof or as mutually agreed by counsel for Seller and Purchaser to be necessary to effectuate fully consummate 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 documentshereby.

Seller’s Closing Obligations. At On or before one (1) business day prior to the ClosingScheduled Closing Date, Seller shall perform deliver to Escrow Holder the following: (ia) deliver a duly A grant deed in the form attached hereto as Exhibit C (the “Deed”), executed and acknowledged grant deed by Sxxxxx and in recordable form; (b) An Assignment of Lease in the form attached hereto as Exhibit D (the “Grant DeedAssignment of Lease”), executed by Seller; (c) to Buyer, conveying to Buyer fee simple title to A certificate of Seller in the Property together with all improvements, rights, alleys, ways, waters, privileges, easements, rights form required of way, appurtenances, and advantages benefiting the Property, which title shall be good and marketable and an entity transferor as otherwise set forth in Section 3(e1.1445- 2(b)(iii) hereof; (ii) complete of the reporting requirements and execute the affidavit required by Regulations under Section 1445(b)(2) 1445 of the Internal Revenue Code of 1986 (as amended) (the “Code”) and any state, local or other applicable lawsrequired withholding exemption certificates, as existing and in effect on such Closing Date, and Seller shall be responsible for filing such affidavit as required all signed by the CodeSeller; (iiid) deliver to Buyer all Any additional funds, documents and/or instruments (signed by Seller and acknowledged, if appropriate) as may be necessary to effectuate the transaction contemplated hereby comply with this Agreement; (e) Such other documents and instruments (including, without limitationbut not limited to, an owner’s affidavit and such other documents as may be necessary or appropriate for purposes of title recordation of the Deed or as otherwise required under law in connection with the transactions contemplated herein) as may be reasonably requested by the Title Company in order to consummate the transaction contemplated hereby and issue the Title Policy; (as defined belowf) A settlement statement (“Closing Statement”), 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, consistent with the provisions of this Agreement as Escrow Holder may require or request, in form and that substance reasonably acceptable to Buyer and Seller, in order to consummate the person executing all documents on behalf of Seller has been authorized transactions contemplated by Seller to execute and deliver such documents.this Agreement; and

Seller’s Closing Obligations. At the Closing, Seller shall perform deliver to Buyer the following: (ia) deliver a duly executed the Conveyance 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 such 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 necessary to convey the Title Company (as defined below)Assets to Buyer in accordance with the provisions hereof, 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 Seller; (b) a non-foreign affidavit executed by Seller in connection with similar transactionsthe form attached as Exhibit “M”; (c) appropriate regulatory forms appointing Buyer as the operator for those Assets which Seller operates; (d) copies of all applicable waivers, consents, approvals, permits and actions relating to the Assets obtained; (e) exclusive possession of the Assets; (f) letters-in-lieu of transfer orders relating to the Assets in form acceptable to Seller and Buyer; and (ivg) deliver releases of all mortgages, liens and similar encumbrances burdening the Assets, including those shown on Exhibit “D,” in form and substance reasonably satisfactory to Buyer such certificates and approvals reasonably requested by Buyer to evidence that the sale Buyer; and (h) a certificate of the Property Secretary or an Assistant Secretary of the Seller, certifying (i) that true and complete copies of the performance resolutions duly and validly adopted by the board of directors of Seller’s obligations under general partner evidencing the authorization of the execution and delivery of this Agreement have been validly approved and authorized by Seller, the consummation of the transactions contemplated hereby are attached thereto and that are in full force and effect and (ii) to the person incumbency of the officers of the Seller executing all documents on behalf of Seller has been authorized by Seller to execute this Agreement and deliver such documentsthe instruments contemplated hereby.