Common use of Seller’s Deliveries at Closing Clause in Contracts

Seller’s Deliveries at Closing. At the Closing, Seller shall deliver or cause the Escrow Agent to deliver to Buyer the following: (a) The Deed, the Lease Assignment, the Intangibles Assignment and the Xxxx of Sale; (b) Notices to each of the tenants under the Leases notifying them of the sale of the Land and Improvements and directing them to pay future rent to Buyer; (c) An updated Rent Roll; (d) Exclusive possession of the Property, subject to the Leases; (e) A certification executed by Seller, pursuant to and in full compliance with Section 1445 of the Internal Revenue Code and the regulations issued thereunder, declaring that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code and Income Tax Regulations. Seller understands that such certificate may be made available to the Internal Revenue Service. (f) Pursuant to Section 1521 of the Tax Reform Act of 1986, the information required to be provided to the closing agent to complete 1099 reporting to the Internal Revenue Service; (g) The original Property Documents, including, without limitation, original copies of the Leases and Service Contracts; (h) Keys to all locks on the Property in the possession of Seller or its agents; and (i) Such evidence as may be reasonably requested by Escrow Agent evidencing the status and capacity of Seller and the authority of the persons who are executing the various closing documents on behalf of Seller in connection with the Agreement. All agreements and instruments to be delivered to Buyer shall have been duly executed and, where appropriate, acknowledged by the parties thereto. The foregoing is intended as a summary of items to be delivered at the Closing and shall not be construed to limit or waive any obligations of Seller under this Agreement.

Seller’s Deliveries at Closing. At the Closing, Seller shall will deliver or cause the Escrow Agent to deliver be delivered to Buyer the followingBuyer: (a) The Deed, A Xxxx of Sale in the Lease Assignment, the Intangibles form attached as Exhibit A-1 and Assignment and Assumption Agreement in the Xxxx of Saleform attached as Exhibit A-2; (b) Notices to each A Manager Certificate in the form attached as Exhibit B duly executed by a duly authorized Manager of the tenants under the Leases notifying them Company, dated as of the sale Closing Date, certifying to the (i) organizational documents of the Land Seller (including the current limited liability company agreement and Improvements all amendments thereto), (ii) a certificate of good standing of the Seller issued by the Secretary of State of its organization within ten (10) days prior to the Closing Date, including a certified certificate of incorporation or comparable organizational document of Seller, (iii) the resolutions adopted by all of the manager(s) and directing them to pay future rent to Buyermembers of the Seller authorizing Seller’s execution of this Agreement and the transactions contemplated hereby, and (iv) the incumbency of the manager of Seller executing this Agreement and the other transaction documents contemplated hereby by or on behalf of the Seller; (c) An updated Rent RollNon-Disclosure and Non-Compete Agreements executed by Seller, Principals, and any non-Principal owners of Seller, in the form attached as Exhibit C; (d) Exclusive possession An Assignment of Intangible Assets and Intellectual Property Agreement executed by Seller in the Property, subject to form attached as Exhibit D (the Leases“IP Assignment”); (e) A certification executed by Seller, pursuant to and in full compliance with Section 1445 countersigned copy of the Internal Revenue Code employment agreements between Buyer and each of the regulations issued thereunderPrincipals, declaring that Seller is not a foreign corporationrespectively, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code forms attached hereto as Exhibit E-1, E-2, and Income Tax Regulations. Seller understands that such certificate may be made available to E-3 (collectively, the Internal Revenue Service.“Employment Agreements”); 22624170-v3 (f) Pursuant to Section 1521 of the Tax Reform Act of 1986, the information required to be provided to the closing agent to complete 1099 reporting to the Internal Revenue Servicea Form W-9 duly executed by Seller; (g) The original Property Documents, including, without limitation, original copies of a clearance certificate or similar document(s) with respect to the Leases relevant state and Service Contractslocal tax jurisdictions in which the Seller is conducting the Business or holding any Assets; (h) Keys an executed payoff letter in a form as is acceptable to the Buyer in its reasonable discretion for all locks on Indebtedness (other than Assumed Indebtedness and for the Property in PPP Loan, but including the possession EIDL Loan), which include a per diem interest amount and an authorization (upon payment of Seller or its agents; andsuch Indebtedness) to file all UCC termination statements and releases necessary to evidence satisfaction and termination of such Indebtedness and to enable the release of any Liens relating thereto, along with wire transfer instructions for each holder of such Indebtedness; (i) Such evidence as may be reasonably requested a counterpart to the Funds Flow executed by Escrow Agent evidencing the status and capacity of Seller and the authority of the persons who are executing the various closing documents on behalf of Seller in connection with the Agreement. All agreements and instruments to be delivered to Buyer shall have been duly executed and, where appropriate, acknowledged by the parties thereto. The foregoing is intended as a summary of items to be delivered at the Closing and shall not be construed to limit or waive any obligations of Seller under this Agreement.Principals; (j) Intentionally omitted;

Seller’s Deliveries at Closing. At or before the Closing, Seller shall deliver or cause the Escrow Agent to deliver to Buyer the followingfollowing to Buyer, to the extent they have not already been delivered: (ai) The Deed, the Lease Assignment, the Intangibles Assignment a duly executed and the Xxxx acknowledged Deed for each parcel of SaleReal Property; (bii) Notices to a duly executed Assignment of Leases for each of the tenants under the Leases notifying them of the sale of the Land and Improvements and directing them to pay future rent to BuyerLease; (ciii) An updated Rent Rolla duly executed Xxxx of Sale for the Assets; (div) Exclusive possession a duly executed Assignment of Contracts for the Property, subject to the Leases; (ev) A certification executed by Seller, a FIRPTA affidavit (in the form attached as Exhibit D) from the Seller pursuant to and in full compliance with Section 1445 1445(b)(2) of the Internal Revenue Code of 1986, and the regulations issued thereunderon which Buyer is entitled to rely, declaring that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in person within the meaning of Section 1445(f)(3) of the Internal Revenue Code and Income Tax Regulations. Seller understands that such certificate may be made available to the Internal Revenue Service. (f) Pursuant to Section 1521 of the Tax Reform Act of 1986, the information required to be provided to the closing agent to complete 1099 reporting to the Internal Revenue ServiceCode; (gvi) The original Property Documents, including, without limitation, original copies an owner’s/seller’s affidavit in form and substance reasonably acceptable to the Title Company which is sufficient to cause the Title Company to remove those standard exceptions in the title policy relating to possession of the Leases Real Property (except as to tenants under the Leases), construction liens and Service Contractsother similar matters; (hvii) Keys to all locks on the Property a Closing Certificate in the possession form attached hereto as Exhibit J; (viii) duly executed original Tenant Estoppel Certificates in the form attached hereto as Exhibit F; (ix) an original signed notice in the form of Exhibit K attached hereto for each of the Tenants; (x) Certificate(s) of Occupancy and Smoke Detector Certificates, if required, together with originals (if in Seller’s possession) or copies of those licenses, permits, authorizations and approvals required by ordinance, statute, law, rule or regulation of any governmental authority for the operation or transfer of the Real Property; (xi) all keys to the Real Property, which shall be personally delivered by a representative of Seller to a representative of Buyer; (xii) Internal Revenue Service 1099-S form; (xiii) such original resolutions, authorizations, bylaws or its agentsother corporate and/or partnership documents or agreements relating to Seller as shall be reasonably required by Buyer and/or the Title Company; (xiv) any other instruments, records or correspondence called for hereunder which have not previously been delivered; and (ixv) Such evidence funds as may be reasonably requested by Escrow Agent evidencing the status and capacity of Seller and the authority of the persons who are executing the various closing documents on behalf of Seller in connection with the Agreement. All agreements and instruments to be delivered to Buyer shall have been duly executed and, where appropriate, acknowledged by the parties thereto. The foregoing is intended as a summary of items to be delivered at the Closing and shall not be construed to limit or waive any obligations of Seller required under this AgreementSection 3.1 hereof.

Seller’s Deliveries at Closing. At the Closing, Seller shall deliver or cause the Escrow Agent to deliver to Buyer the followingPurchaser: (a) The Deedan assignment agreement in form and substance reasonably acceptable to Purchaser, duly executed by an authorized officer of NewCo, to effect the Lease Assignment, transfer of all of the Intangibles Assignment and the Xxxx of SaleInterests to Purchaser; (b) Notices the officer’s certificate required pursuant to each Section 7.2(c), duly executed by an authorized officer of the tenants under the Leases notifying them of the sale of the Land and Improvements and directing them to pay future rent to BuyerSeller; (c) An updated Rent Rolla certificate of non-foreign status (a “FIRPTA Certificate”) from KCG, duly executed by an authorized officer of KCG, certifying that it is not a foreign Person within the meaning of Section 1445(f)(3) of the Code, substantially in the form of the sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B). For the avoidance of doubt, notwithstanding anything to the contrary contained herein, if Seller fails to provide to Purchaser a FIRPTA Certificate, Purchaser shall be entitled to withhold from payments hereunder the amount required to be withheld pursuant to Section 1445 of the Code and the Treasury Regulations; (d) Exclusive possession the Transition Services Agreement and Repurchase Facility, duly executed by an authorized officer of the Property, subject to the LeasesSeller; (e) A certification executed by Sellerresignation letters, pursuant in form and substance reasonably acceptable to Purchaser, duly executed, of each director and in full compliance with Section 1445 officer of the Internal Revenue Code and Company requested by Purchaser at least five Business Days before the regulations issued thereunder, declaring that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code and Income Tax Regulations. Seller understands that such certificate may be made available to the Internal Revenue Service.Closing Date; and (f) Pursuant in form and substance reasonably acceptable to Section 1521 of the Tax Reform Act of 1986Purchaser, the information required to be provided to the closing agent to complete 1099 reporting to the Internal Revenue Service; (g) The original Property Documentsan assignment, including, without limitation, original copies of the Leases and Service Contracts; (h) Keys to all locks on the Property in the possession duly executed by an authorized officer of Seller or its agents; and appropriate Affiliate of Seller, of (i) Such evidence as may be reasonably requested by Escrow Agent evidencing all “Urban Financial Group” name and trademark rights to the status Company and capacity of Seller and the authority (ii) those internet domain name registrations listed on Section 4.22(a) of the persons who are executing the various closing documents on behalf of Seller in connection with the Agreement. All agreements and instruments to be delivered to Buyer shall have been duly executed and, where appropriate, acknowledged by the parties thereto. The foregoing is intended as a summary of items to be delivered at the Closing and shall not be construed to limit or waive any obligations of Seller under this AgreementDisclosure Letter.

Seller’s Deliveries at Closing. At the ClosingClosing (to the extent not previously delivered to Seller as provided in Section 2(b)(ii) hereof), Seller shall deliver or cause the Escrow Agent to deliver to Buyer the following: (a) The Deed, the Lease Assignment, the Intangibles Assignment and the Xxxx of Sale; (b) Notices to each of the tenants under the Leases notifying them of the sale of the Land and Improvements and directing them to pay future rent to Buyer; (c) An updated Rent Roll; (d) Exclusive possession of the Property, subject to the Leases; (e) A binding commitment from the Escrow Agent for the issuance of the Title Policy; (f) A certification executed by Seller, pursuant to and in full compliance with Section 1445 of the Internal Inter­nal Revenue Code and the regulations issued thereunder, declaring that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code and Income Tax Regulations. Seller understands that such certificate may be made available to the Internal Revenue Service. (fg) Pursuant to Section 1521 of the Tax Reform Act of 1986, the information required to be provided to the closing agent to complete 1099 reporting to the Internal Revenue Service; (gh) The original Property Documents, including, without limitation, original copies of the Leases and Service Contracts; (hi) Keys to all locks on the Property in the possession of Seller or its agents; and (ij) Such evidence as may be reasonably requested by Escrow Agent evidencing the status and capacity of Seller and the authority of the persons who are executing the various closing documents on behalf of Seller in connection with the Agreement. All agreements and instruments to be delivered to Buyer shall have been duly executed and, where appropriate, acknowledged by the parties thereto. The foregoing is intended as a summary of items to be delivered at the Closing and shall not be construed to limit or waive any obligations of Seller under this Agreement.