Common use of Seller's Deliveries to Escrow Holder Clause in Contracts

Seller's Deliveries to Escrow Holder. Prior to the Closing, Seller shall deliver to Escrow Holder: (1) Three (3) counterparts of the assignment of the Ground Lease duly executed by Seller substantially in the form attached hereto as “Exhibit E” attached hereto (the “Ground Lease Assignment”); (2) Three (3) counterparts of the Memorandum of Ground Lease Assignment, duly executed and acknowledged by Seller, substantially in the form attached hereto as “Exhibit F” (the “Memorandum”); (3) If Stanford requires that Seller sign the Stanford Consent, one (1) original or copy of Stanford’s Consent, with the original signature of Seller; (4) Two (2) counterparts of a xxxx of sale, duly executed by Seller, substantially in the form of “Exhibit C” attached hereto (“Xxxx of Sale”); (5) Two (2) counterparts of an assignment and assumption, duly executed by Seller, substantially in the form of “Exhibit D” attached hereto (“Assignment and Assumption”); (6) Two (2) counterparts of the post-closing agreement, duly executed by Seller, substantially in the form of “Exhibit H” attached hereto (“Post-Closing Agreement”); (7) Any owner’s statements or affidavits as may be reasonably requested by the Title Company or the Escrow Holder to consummate the transactions contemplated hereby, including, without limitation, any evidence of good standing and authority of Seller to convey the Property to Buyer, and a FIRPTA statement completed and executed by Roche Holdings, Inc. pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code, as Seller is treated as a disregarded entity for U.S. federal income tax purposes, and Roche Holdings, Inc. is treated as the owner of the Seller for such purposes, and a California Franchise Tax Board Form 590 signed by Seller or Roche Holdings, Inc., as appropriate. (8) One (1) original guaranty of Seller’s obligations under this Agreement by Roche Holdings, Inc., substantially in the form attached hereto as “Exhibit G”; and (9) One (1) original of each of the Required Consents and the Required Estoppels received by Seller, duly executed by the other parties to such contracts, and one (1) original of each Required Estoppel as to which the third parties to such contracts refused to provide estoppel certificates, duly executed by Seller.

Seller's Deliveries to Escrow Holder. Prior to On or before 11:00 a.m. PST on the ClosingClosing Date, Seller shall deliver to Escrow Holder:Holder (collectively, the "Seller Deliveries"): 6.1.1.1 One (1) Three (3) counterparts original of the assignment grant deed ("Deed"), duly executed by Xxxxxx and acknowledged, in the form of the Ground Lease Exhibit F attached hereto; 6.1.1.2 A transferor's certification of non-foreign status ("FIRPTA Certificate") duly executed by Seller substantially in the applicable current statutory form as of the Closing Date evidencing that seller is not a "foreign person" for purposes of the Foreign Investment in Real Property Tax Act (FIRPTA); 6.1.1.3 A California Form 593-C duly completed and executed by Xxxxxx, stating that Seller is not an out-of-state resident ("Form 593-C"); 6.1.1.4 Such proof of Seller's authority and authorization to enter into this Agreement and consummate the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Company; 6.1.1.5 An owner's affidavit in the form attached hereto as “Exhibit E” attached hereto G, and any further documents as may be reasonably required by the Title Company to remove from the official records of Alameda County (the “Ground Lease Assignment”); (2"Official Records") Three (3) counterparts of the any Memorandum of Ground Lease Assignment, duly executed and acknowledged by Seller, substantially Option (as that term is defined in the form attached hereto as “Exhibit F” (Lease) recorded on the “Memorandum”);Property's title; and (3) If Stanford requires that Seller sign the Stanford Consent, one (1) original or copy of Stanford’s Consent, with the original signature of Seller; (4) 6.1.1.6 Two (2) counterparts of a xxxx an Assignment of sale, Leases and Contracts (the “Assignment of Leases”) duly executed by Seller, substantially in the form of “Exhibit C” H attached hereto hereto. 6.1.1.7 One (“Xxxx 1) bill of Sale”); (5) Two (2) counterparts of an assignment and assumptionsale, duly executed by SellerXxxxxx, substantially in the form of “Exhibit D” I attached hereto hereto. 6.1.1.8 One (“Assignment 1) Seller Certificate reflecting the true and Assumption”);correct information required thereunder as of the Closing Date. (6) 6.1.1.9 Two (2) counterparts of the post-closing agreement, Tunnel Holdback Agreement duly executed by Seller, substantially if applicable. 6.1.1.10 The original letter of credit in the form amount of “Exhibit H” attached hereto Seventy-Five Million and 00/100 Dollars (“Post-Closing Agreement”$75,000,000.00); (7) Any owner’s statements or affidavits , as may be reasonably requested have been increased or decreased in accordance with the Lease, held by Seller pursuant to the Title Company or the Escrow Holder to consummate the transactions contemplated hereby, including, without limitation, any evidence of good standing and authority of Seller to convey the Property to BuyerLease, and a FIRPTA statement completed and executed by Roche Holdingsoriginals or copies of all amendments, Inc. pursuant if any, to Section 1.1445-2(b)(2) the letter of the Treasury Regulationscredit, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Codetogether with any necessary original, as Seller is treated as a disregarded entity for U.S. federal income tax purposesexecuted, and Roche Holdings, Inc. is treated as authenticated forms filled out to cancel the owner letter of the Seller for such purposes, and a California Franchise Tax Board Form 590 signed by Seller or Roche Holdings, Inc., as appropriatecredit. (8) One (1) original guaranty 6.1.1.11 If applicable, an assignment of Seller’s obligations under this Agreement insurance proceeds or condemnation awards in a form reasonably proposed by Roche Holdings, Inc., substantially in the form attached hereto as “Exhibit G”; and (9) One (1) original of each of the Required Consents and the Required Estoppels received by Seller, duly executed by the other parties to such contracts, and one (1) original of each Required Estoppel as to which the third parties to such contracts refused to provide estoppel certificates, duly executed by SellerXxxxx.

Seller's Deliveries to Escrow Holder. Prior to By the ClosingClosing Date, Seller shall deliver to Escrow Holder: 3.2.1.1 A limited warranty deed (1) Three (3) counterparts of the assignment of the Ground Lease “Deed”), duly executed by Seller substantially and acknowledged in the form of, and upon the terms contained in, Exhibit C attached hereto as “Exhibit E” attached hereto (the “Ground Lease Assignment”)hereto; 3.2.1.2 Two (2) Three (3) counterparts original copies of the Memorandum State of Ground Lease AssignmentHawaii Conveyance Tax Certificate (Form P64A) (“Conveyance Tax Certificate”) with respect to the Deed, duly executed and acknowledged by Seller, substantially in the form attached hereto as “Exhibit F” (the “Memorandum”); (3) If Stanford requires that Seller sign the Stanford Consent, one (1) original or copy of Stanford’s Consent, with the original signature of Seller; (4) 3.2.1.3 Two (2) counterparts of a xxxx of salesale and general assignment, duly executed by Seller, substantially in the form of “Exhibit C” D attached hereto (“Xxxx of Sale”); (5) 3.2.1.4 Two (2) counterparts of an assignment and assumption, duly executed by Seller, substantially assigning to Buyer all of Seller’s right, title and interest in and to all Leases, in the form of “Exhibit D” E attached hereto (“Assignment and AssumptionAssumption of Leases”); 3.2.1.5 A transferor’s certification of non-foreign status (6“FIRPTA Certificate”) Two (2) counterparts duly executed by Seller in the form of, and upon the terms contained in, Exhibit F attached hereto; 3.2.1.6 A transferor’s certification that Seller is not an out-of-state resident in the form required by Section 235-68 of the postHawaii Revised Statutes, as amended, duly executed by Seller (“HARPTA Certificate”); 3.2.1.7 A Report of Bulk Sales or Transfer as required by Section 247-closing agreement43 of the Hawaii Revised Statutes, as amended, duly executed by Seller, substantially in the form of “Exhibit H” attached hereto (“Post-Closing Agreement”); 3.2.1.8 A notice to all Tenants (7advising the Tenants of the sale of the Project and the assignment of their Lease, and advising Tenants where to pay rent), in a form mutually acceptable to Seller and Buyer, which will be delivered by Buyer to all Tenants promptly upon close of Escrow; 3.2.1.9 Such proof of Seller’s authority and authorization to enter into this Agreement and consummate the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Buyer or the Title Company; 3.2.1.10 Any owner’s statements or affidavits as may be reasonably requested by the Title Company or to issue the Escrow Holder Title Policy; 3.2.1.11 Immediately available funds in an amount sufficient to consummate pay for all closing costs and expenses, including prorations, which are to be paid by Seller on the transactions contemplated hereby, including, without limitation, any evidence of good standing and authority of Seller to convey the Property to Buyer, and a FIRPTA statement completed and executed by Roche Holdings, Inc. pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Codescheduled Closing Date, as Seller is treated as a disregarded entity for U.S. federal income tax purposes, and Roche Holdings, Inc. is treated as reflected on the owner of the Seller for such purposes, and a California Franchise Tax Board Form 590 signed by Seller or Roche Holdings, Inc., as appropriate. (8) One (1) original guaranty of Seller’s obligations under this Agreement by Roche Holdings, Inc., substantially in the form attached hereto as approved closing statement (“Exhibit G”; and (9) One (1) original of each of the Required Consents and the Required Estoppels received by Seller, duly executed by the other parties to such contracts, and one (1) original of each Required Estoppel as to which the third parties to such contracts refused to provide estoppel certificates, duly executed by Seller.

Seller's Deliveries to Escrow Holder. Prior At least one (1) business day prior to the ClosingClosing Date, Seller shall deliver to Escrow HolderHolder the following, the delivery of each of which shall be a condition to the performance by Buyer of its obligations under the terms of this Agreement: 7.2.1 A grant deed (1) Three (3) counterparts of the assignment of the Ground Lease “Deed”), duly executed by Seller substantially and acknowledged in the form attached hereto as of, and upon the terms contained in, Exhibit “Exhibit EB” attached hereto hereto; 7.2.2 An Assignment of Leases and Tenant Deposits (the “Ground Tenant Lease Assignment”)) duly executed by Seller in the form of, and upon the terms contained in, Exhibit “C” attached hereto; 7.2.3 An assignment (2) Three (3) counterparts of the Memorandum of Ground Lease “General Assignment”), duly executed and acknowledged by Seller, substantially Seller in the form of, and upon the terms contained in, Exhibit “D” attached hereto as hereto; 7.2.4 A bxxx of sale (“Exhibit F” (the “MemorandumBxxx of Sale”); (3) If Stanford requires that Seller sign the Stanford Consent, one (1) original or copy of Stanford’s Consent, with the original signature of Seller; (4) Two (2) counterparts of a xxxx of sale, duly executed by Seller, substantially in the form of, and upon the terms contained in Exhibit “E” attached hereto; 7.2.5 A transferor’s certification of non-foreign status (“FIRPTA Certificate”) duly executed by Seller in the form of, and upon the terms contained in, Exhibit C“E” attached hereto (“Xxxx of Sale”or such other form as may be required under Internal Revenue Code § 1445), provided if Seller is unable to deliver such statement, Seller shall authorize Escrow Holder to withhold and remit to the Internal Revenue Service all appropriate amounts as required by law, and such other certifications, statements, affidavits or other documents as may be required under California Revenue and Tax Code § 18662 (or any successor statute); 7.2.6 A letter to each of the tenants (5) Two (2) counterparts of an assignment and assumption“Tenant Notification Letter”), duly executed by SellerSeller and dated as of the Closing Date, substantially in the form of of, and upon the terms contained in, Exhibit “Exhibit DF” attached hereto (“Assignment and Assumption”)hereto; (6) Two (2) counterparts 7.2.7 Written notices executed by Seller to third parties to any Service Contracts approved by Buyer, changing the address for service of notice and delivery of statements and bills; 7.2.8 Such proof of Seller’s authority and authorization to enter into this Agreement and consummate the transaction contemplated hereby, and such proof of the post-closing agreementpower and authority of the individual(s) executing and/or delivering any instruments, duly executed documents or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Seller, substantially in the form of “Exhibit H” attached hereto (“Post-Closing Agreement”)Title Company; (7) 7.2.9 Any owner’s statements statements, lien affidavits or affidavits mechanic’s lien indemnifications as may be reasonably requested by the Title Company or to issue the Escrow Holder to consummate the transactions contemplated hereby, including, without limitation, any evidence of good standing and authority of Seller to convey the Property to Buyer, and a FIRPTA statement Title Policy; 7.2.10 A Form 593 W duly completed and executed by Roche HoldingsSeller, Inc. pursuant to Section 1.1445-2(b)(2) of the Treasury Regulations, certifying stating that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Codean out-of-state resident, as provided if Seller is treated unable to deliver such statement, Seller shall authorize Escrow Holder to withhold all appropriate amounts as a disregarded entity for U.S. federal income tax purposes, and Roche Holdings, Inc. is treated as the owner of the Seller for such purposes, and a California Franchise Tax Board Form 590 signed required by Seller or Roche Holdings, Inc., as appropriate.law; and (8) One (1) original guaranty 7.2.11 A re-certification of Seller’s obligations under this Agreement by Roche Holdings, Inc., substantially in the form attached hereto as “Exhibit G”; and (9) One (1) original of each of the Required Consents representations and the Required Estoppels received by Seller, duly executed by the other parties warranties pursuant to such contracts, and one (1) original of each Required Estoppel as to which the third parties to such contracts refused to provide estoppel certificates, duly executed by SellerSection 11 below.

Seller's Deliveries to Escrow Holder. Prior to On or before 11:00 a.m. PST on the ClosingClosing Date, Seller shall deliver to Escrow Holder:Holder (collectively, the "Seller Deliveries"): 6.1.1.1 One (1) Three (3) counterparts original of the assignment grant deed ("Deed"), duly executed by Xxxxxx and acknowledged, in the form of the Ground Lease Exhibit B attached hereto; 6.1.1.2 A transferor's certification of non-foreign status ("FIRPTA Certificate") duly executed by Seller substantially in the applicable current statutory form as of the Closing Date evidencing that seller is not a "foreign person" for purposes of the Foreign Investment in Real Property Tax Act (FIRPTA); 6.1.1.3 A California Form 593 C duly completed and executed by Xxxxxx, stating that Seller is not an out-of-state resident ("Form 593-C"); 6.1.1.4 Such proof of Seller's authority and authorization to enter into this Agreement and consummate the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing and/or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Company; 6.1.1.5 An owner's affidavit in the form attached hereto as “Exhibit E” attached hereto D, and any further documents as may be reasonably required by the Title Company to remove from the official records of Alameda County (the “Ground Lease Assignment”); (2"Official Records") Three (3) counterparts of the any Memorandum of Ground Lease Assignment, duly executed and acknowledged by Seller, substantially Option (as that term is defined in the form attached hereto as “Exhibit F” (Lease) recorded on the “Memorandum”);Property's title; and (3) If Stanford requires that Seller sign the Stanford Consent, one (1) original or copy of Stanford’s Consent, with the original signature of Seller; (4) 6.1.1.6 Two (2) counterparts of a xxxx an Assignment of sale, Leases and Contracts (the “Assignment of Leases”) duly executed by Seller, substantially in the form of “Exhibit C” E attached hereto hereto. 6.1.1.7 One (“Xxxx 1) bill of Sale”); (5) Two (2) counterparts of an assignment and assumptionsale, duly executed by SellerXxxxxx, substantially in the form of “Exhibit D” C attached hereto hereto. 6.1.1.8 One (“Assignment 1) Landlord Certificate (as defined in the Lease) reflecting the true and Assumption”correct information required thereunder as of the Closing Date; provided, however, that in the event such Landlord Certificate discloses any adverse changes from the Baseline Condition (as described therein);, Buyer’s Condition shall not be considered satisfied. (6) 6.1.1.9 Two (2) counterparts of the post-closing agreement, Tunnel Holdback Agreement duly executed by Seller, substantially in the form if applicable. 6.1.1.10 The original Letter of “Exhibit H” attached hereto (“Post-Closing Agreement”); (7) Any owner’s statements or affidavits as may be reasonably requested by the Title Company or the Escrow Holder to consummate the transactions contemplated hereby, including, without limitation, any evidence of good standing and authority of Seller to convey the Property to BuyerCredit, and a FIRPTA statement completed and executed by Roche Holdingsoriginals or copies of all amendments, Inc. pursuant if any, to Section 1.1445-2(b)(2) the Letter of the Treasury RegulationsCredit, certifying that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Codetogether with any necessary original, as Seller is treated as a disregarded entity for U.S. federal income tax purposesexecuted, and Roche Holdings, Inc. is treated as authenticated forms filled out to cancel the owner Letter of the Seller for such purposes, and a California Franchise Tax Board Form 590 signed by Seller or Roche Holdings, Inc., as appropriateCredit. (8) One (1) original guaranty of Seller’s obligations under this Agreement by Roche Holdings, Inc., substantially in the form attached hereto as “Exhibit G”; and (9) One (1) original of each of the Required Consents and the Required Estoppels received by Seller, duly executed by the other parties to such contracts, and one (1) original of each Required Estoppel as to which the third parties to such contracts refused to provide estoppel certificates, duly executed by Seller.