Seller’s Delivery of Documents. On the Closing Date and upon Escrow Agent’s receipt of the balance of the Purchase Price, Seller shall deliver or cause to be delivered to Escrow Agent for delivery to Buyer after Closing the following:
(a) An executed Assignment of Mortgage in the form attached hereto as Exhibit B (the “Assignment of Security Instrument”);
(b) An executed Assignment of Assignment of Leases and Rents in the form attached hereto as Exhibit C (the “Assignment of Assignment of Leases and Rents”), to the extent applicable;
(c) If Seller is a trust, an executed Limited Power of Attorney authorizing Special Servicer to execute documents as attorney in fact for Seller (the “POA”);
(d) To the extent a Final Judgment exists, an executed assignment of the Foreclosure Judgment in the form attached to this Agreement (the “Assignment of Judgment”);
(e) To the extent a Sheriff’s Deed exists, an executed assignment of the Sheriff’s Deed in the form attached to this Agreement (the “Assignment of Sheriff’s Deed”); and
(f) An executed closing statement reflecting all financial aspects of the transaction (“Closing Statement”). DocuSign Envelope ID: 71F2AF04-7D64-469E-B64F-6D74397F087E In addition, on the Closing Date and upon Escrow Agent’s receipt of the balance of the Purchase Price, Seller shall deliver or cause to be delivered to Seller’s counsel for delivery to Buyer after Closing the following:
(g) An executed Assignment of Loan Documents with respect to the Loan in the form attached hereto as Exhibit A;
(h) An executed Allonge to the Note in the form attached hereto as Exhibit D; and
(i) All original Loan Documents in the possession of Seller excluding Privileged Materials. Notwithstanding anything to the contrary contained hereinabove, to the extent that Seller is required to deliver an Assignment of Judgment or Assignment of Sheriffs Deed pursuant to the terms of this Agreement, the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) shall be delivered by Seller to Seller’s counsel for delivery to Buyer after Closing in lieu of delivering the Assignment of Security Instrument and the Assignment of Assignment of Leases of Rents (to the extent applicable) to Escrow Agent. In addition, Seller shall deliver or cause to be delivered to Borrower following the Closing an executed Notice of Assignment of the Loan substantially in the form attached hereto as Exhibit E by Federal Express or other nationally recognized overnight cour...
Seller’s Delivery of Documents. Seller has delivered or will deliver the following to Purchaser (or as designated make available to Purchaser at the Property) within three (3) business days after the full execution hereof:
A. A copy of the latest dated survey of the Land and title insurance policy in Seller’s possession.
B. A copy of the ad valorem tax bills and tax receipts for the last three (3) years in Seller’s possession.
C. A complete inventory of all of the Personal Property to be conveyed hereunder.
D. A schedule and copies of all of the service contracts, maintenance contracts, management agreements and all other agreements affecting the operation or maintenance of the Property (hereinafter referred to as the “Service Contracts”). The Service Contracts will be transferred and assigned by Seller to Purchaser at Closing by an assignment (hereinafter referred to as the “Assignment of Service Contracts”) which will contain an assumption of the Service Contracts by Purchaser effective as of the Closing Date, and will contain a cross-indemnity between Seller and Purchaser providing that Seller will indemnify, defend and hold Purchaser harmless as respects the obligations of the owner of the Property thereunder for all time periods through and including the day prior to the Closing Date, and providing that Purchaser will indemnify, defend and hold Seller harmless as respects the obligations of the owner of the Property thereunder for all time periods commencing on or subsequent to the Closing Date. Anything contained in this Section VI D to the contrary notwithstanding, on the Closing Date any management, leasing and/or commission agreement affecting the Property will be terminated by Seller at its sole expense. Seller agrees that after the Out Date and provided this Agreement is still in effect, Seller shall not enter into any new service contracts or other agreements affecting the Property without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed.
E. A complete and accurate rent roll (the “Rent Roll”) for the Property as of May 1, 2004 certified by Seller to the best of its knowledge as being accurate in all material respects, setting forth in respect of each apartment: the apartment number; the name of the tenant, if any; the current monthly rental; the term of the lease; any rental concession; and the amount of the security deposit and any other deposits held under the lease, if any. The Rent Roll will reflect all leases and occupan...
Seller’s Delivery of Documents. Buyer shall have a ninety (90) day period after the Effective Date to review documents, make inspections, and otherwise satisfy itself that the condition of the Property is satisfactory to it (“Due Diligence Period”). During the Due Diligence Period, within ten (10) days of the Effective Date, Seller shall provide Buyer and its agents and consultants access to any records in Seller’s possession and control that are pertinent and material to the Property (“Due Diligence Documents”). The Due Diligence Documents include (without limitation) copies of (a) all environmental data, studies, analyses, and reports relating to the Property, (b) any existing survey of the Property, (c) any existing leases, boundary agreements, road maintenance agreements, or other contracts relating to all or a portion of the Property, (d) all topographical, geotechnical, wetlands, soils, and groundwater reports, or any other professional reports relating to the Property, (e) any well logs or water right certificates or permits relating to the Property, and
Seller’s Delivery of Documents. Within seven (7) days of the Effective Date, Seller at its expense shall deliver or cause to be delivered to Purchaser for Purchaser's review in connection with its due diligence inspection of the Property the following documents or records relating to the Property:
(a) true, complete and correct copies of all agricultural, residential, oil and gas or other leases, timber agreements and all other third party agreements encumbering the Property including; licenses and third party contracts, and current and up-to-date security deposit and rent payment records;
(b) most recent historic title insurance policy and deeds issued to Seller;
(c) tax bills and assessment records for the past two tax fiscal years, including but not limited to real estate taxes, school taxes, special assessments and personal property taxes and all documentation pertaining to Property's tax classification under the Clean and Green Program;
(d) copies of all studies, reports and all other documents which Seller possesses or other otherwise reasonably available to Seller, including without limitation, environmental reports, soils reports, property condition assessment reports, and maps, but specifically excluding appraisals and a 2006 Phase I Environmental Site Assessment, which by its terms cannot be distributed by Seller to any other party;
(e) copies of most recent survey(s), plans, specifications and governmental licenses and permits; and
(f) copies of all maintenance agreements, vendor contracts, and agreements with Property caretakers.
Seller’s Delivery of Documents. Within three (3) business days after the Effective Date, Seller shall deliver to Purchaser all documents listed below (collectively, “Preliminary Documents”), all or any of which may be provided electronically.
Seller’s Delivery of Documents. Buyer shall have a ninety (90) day period after the Effective Date to review documents, make inspections, and otherwise satisfy itself that the condition of the Property is satisfactory to it (“Due Diligence Period”). During the Due Diligence Period, Seller shall provide Buyer and its agents and consultants access to any records in Seller’s possession that are pertinent and material to the Property (“Due Diligence Documents”). Seller shall also allow Buyer a reasonable time to copy (at Buyer’ s expense) any Due Diligence Documents that the Buyer would like to keep a record of which Due Diligence Documents shall be returned to Seller upon being copied. Seller makes no representation or warranty regarding the accuracy, completeness, or efficacy of the Due Diligence Documents, should any such Due Diligence Documents exist.
Seller’s Delivery of Documents. Buyer acknowledges that, prior to the Effective Date, Seller has made available to Buyer’s Representative for review, in electronic or hard copy form, the following documents, information or materials with respect to the Real Property (or any portion thereof) and the Assumed Liabilities:
(a) The Title Reports, Phase I Reports, Existing Surveys, and Existing Building Condition Reports;
(b) The Tenant Leases;
(c) The Applicable Contracts;
(d) The Governmental Authorizations identified in Exhibit 1.7 attached to this Agreement;
(e) The documents identified in Exhibit 1.49 pertaining to the Mortgage to be Assumed; and
(f) Materials made available as set forth in Exhibit 4.2 attached to this Agreement. Within three (3) Business Days after the Effective Date, Seller will also deliver to Buyer a compact disc which contains all of the information contained in the virtual data room maintained by Seller’s Broker as of the Effective Date. Not later than 5:00 p.m. Hawaii Standard Time on October 25, 2013, Seller will confirm that with the exception of Permitted Encumbrances the compact disc includes copies of all documents identified in clauses (a), (b) and (c) above described or provide Buyer with a supplemental compact disc that contains copies of any missing documents. Not later than 5:00 p.m. Hawaii Standard Time on October 25, 2013, Seller will also deliver to Buyer a compact disc which contains any additional Orders which have been placed in the virtual data room maintained by Seller’s Broker as of that date.
Seller’s Delivery of Documents. Seller has delivered or will deliver the following to Purchaser within five (5) Business Days after the Effective Date:
A. A copy of any environmental report in respect of the Property in Seller’s possession, if any.
B. A copy of the latest dated survey of the Land and title insurance policy in Seller’s possession, if any.
C. A copy of any soils and geotechnical reports on the Land in Seller’s possession, if any.
D. A copy of the latest ad valorem tax xxxx in Seller’s possession, if any.
E. All engineering reports, title exception documents, site plans, warranties, guaranties, appraisals, utility bills, permits, plans, maps, topographic and tree surveys, zoning information (including zoning approvals and all conditions imposed as part of the current zoning of the Property and all agreements with third parties, including litigants, arising out of the current zoning or settlement of any disputes regarding the current zoning), traffic studies and wetlands reports in Seller’s possession, if any, with respect to all or any part of the Property.
F. Copies of all approvals from any governmental entities in Seller’s possession, if any, with respect to all or any part of the Property.
G. Copies of all utility capacity letters in Seller’s possession, if any, with respect to all or any part of the Property.
Seller’s Delivery of Documents. At or before the Closing, Seller shall deliver to City through escrow, the following:
(a) a duly executed and acknowledged Deed;
(b) a duly executed Xxxx of Sale;
(c) a duly executed counterpart of the Assignment of Leases;
(d) copies of duly executed tenant estoppel certificates as required pursuant to Subsection 5.1(b) hereof;
(e) originals of the Approved Leases and any other items relating to the ownership or operation of the Property not previously delivered to City which are required to be delivered to Buyer at Closing under this Agreement;
(f) a properly executed affidavit pursuant to Section 1445(b)(2) of the Federal Tax Code in the form attached hereto as Exhibit H, and on which City is entitled to rely, that Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Federal Tax Code;
(g) a properly executed California Franchise Tax Board Form 590 certifying that Seller is a California resident if Seller is an individual or Seller has a permanent place of business in California or is qualified to do business in California if Seller is a corporation or other evidence satisfactory to City that Seller is exempt from the withholding requirements of Section 18662 of the State Tax Code;
(h) such resolutions, authorizations, or other partnership documents or agreements relating to Seller and its partners as City or the Title Company may reasonably require to demonstrate the authority of Seller to enter into this Agreement and consummate the transactions contemplated hereby, and such proof of the power and authority of the individuals executing any documents or other instruments on behalf of Seller to act for and bind Seller;
(i) closing statement in form and content satisfactory to City and Seller;
(j) the duly executed certificate regarding the continued accuracy of Seller's representations and warranties as required by Subsection 5.1(c) hereof;
(k) originals of the following documents to the extent such documents exist and are in the possession or control of Seller: structural calculations for the Improvements; site plans; certified copies of the as-built plans and specifications for the Improvements; recent inspection reports by Seller's engineers; service contracts; utility contracts; maintenance contracts; employment contracts, management contracts; brokerage and leasing commission agreements which may continue after Closing; certificates of occupancy; presently effective warranties or guaranties received by Seller from any con...
Seller’s Delivery of Documents. The parties acknowledge and Sellers agree that the Sellers are delivering the following documents in connection with the Closing:
5.3.1 a letter from Millx & Xeevx, xxunsel to the Company and the Sellers to confirm the existence of the Company and similar matters in the form attached hereto as Exhibit C;
5.3.2 certificate(s) from the Company dated the Closing Date, making certain certifications concerning the articles of association, bye-laws and the absence of breach of the representations, warranties, covenants and agreements herein;
5.3.3 a duly executed transfer to the Buyer or its nominee of the number of Shares sold by each Seller together with definitive Share certificates (including any corresponding stock powers);
5.3.4 a power of attorney under which any document is executed on behalf of a Seller;
5.3.5 any waivers, consents or other documents required to vest in the Buyer the full beneficial ownership of the Shares and enable the Buyer to procure them to be registered in the name of the Buyer or its nominees;
5.3.6 the certificate of incorporation, common seals, all statutory and minute books (which shall be written up to, but not including the Closing Date) and share certificate book of the Company together with all unused share certificate forms;
