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 occupancy agreements affecting the Property as of the date of the Rent Roll. F. Copies of all licenses, business and use permits in respect to the Property. G. A complete list of all employees engaged in the operation or maintenance of the Property, setting forth in respect of each employee: his name; his position; his current salary or wages; and his apartment number if he lives on the Property, and information as to any rent reduction or free rent for such apartment. All of the employees shall be paid by Seller for all amounts owing to them for all time periods prior to the Closing including all accrued vacation pay and fringe benefits. Seller shall terminate all such employees effective as of the Closing Date. H. Seller will make available for Purchaser’s review at the Property, all of the tenant leases (including all addenda and amendments) and related tenant files for Purchaser’s inspection and copying, at Purchaser’s expense. I. If in Seller’s possession, plans and specifications for the Improvements, which will be made available at the Property or at Seller’s office, for inspection and copying by Purchaser at Purchaser’s expense. J. All existing soil reports, environmental and engineering reports, including, but not limited to, structural, plumbing, electrical, mechanical and civil matters in Seller’s possession. K. Copies of financial statements including both monthly income and expense figures for the last two (2) calendar years, and the most current year-to-date operating statements. L. A detailed listing of all utility companies servicing the Property (including water, sewer, gas, electric, phone, cable and garbage pick-up) along with copies of any contracts for the same, account numbers and telephone numbers. M. Copies of all documents evidencing and securing the First Mortgage Loan.
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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 hereofEffective Date:
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 two (32) years in Seller’s possession.
C. B. A complete inventory of all of the Personal Property to be conveyed hereunder.
D. C. 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”). Purchaser shall give notice to Seller on or before thirty (30) days after the Effective Date of those Service Contracts which Purchaser elects to assume and those Service Contracts that Purchaser requests that Seller terminate effective the Closing Date; provided, however, Seller shall have no obligation to terminate any Service Contract which cannot by its terms be terminated or which includes a penalty for termination unless Purchaser agrees to pay such penalty. 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 C 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 Effective 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 except in accordance with Section XVI C of Purchaser, which consent shall not be unreasonably withheld or delayedthis Agreement.
E. D. 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 respectsEffective Date, 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 occupancy agreements affecting the Property as of the date of the Rent Roll.
F. E. Copies of all licenses, business and use permits in respect to the Property.
G. F. A complete list of all employees engaged in the operation or maintenance of the Property, setting forth in respect of each employee: his name; his position; his current salary or wages; and his apartment number if he or she lives on the Property, and information as to any rent reduction or free rent for such apartment. All of the employees shall be paid by Seller for all amounts owing to them for all time periods prior to the Closing including all accrued vacation pay and fringe benefits. Seller shall terminate all such employees effective as of the Closing Date.
H. G. Seller will make available for Purchaser’s review at the Property, all of the tenant leases (including all addenda and amendments) and related tenant files for Purchaser’s inspection and copying, at Purchaser’s expense.
I. H. If in Seller’s possession, plans and specifications for the Improvements, which will be made available at the Property or at the offices of Seller’s officeaffiliate, for inspection and copying by Purchaser at Purchaser’s expense.
J. I. All existing soil reports, environmental and engineering reports, including, but not limited to, structural, plumbing, electrical, mechanical and civil matters in Seller’s possession.
K. J. Copies of financial statements including both monthly income and expense figures for the last two (2) calendar years, if available to Seller, and the most current year-to-date operating statements.
L. K. A detailed listing of all utility companies servicing the Property (including water, sewer, gas, electric, phone, cable and garbage pick-up) along with copies of any contracts for the same, account numbers and telephone numbers.
M. L. Copies of all documents evidencing and securing the First Mortgage Loan.
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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 hereofEffective Date:
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 Effective 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 except in accordance with Section XVI C of Purchaser, which consent shall not be unreasonably withheld or delayedthis Agreement.
E. A complete and accurate rent roll (the “Rent Roll”) for the Property as of May April 1, 2004 certified by Seller to the best of its knowledge as being accurate in all material respects2004, 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 occupancy agreements affecting the Property as of the date of the Rent Roll.
F. Copies of all licenses, business and use permits in respect to the Property.
G. A complete list of all employees engaged in the operation or maintenance of the Property, setting forth in respect of each employee: his name; his position; his current salary or wages; and his apartment number if he lives on the Property, and information as to any rent reduction or free rent for such apartment. All of the employees shall be paid by Seller for all amounts owing to them for all time periods prior to the Closing including all accrued vacation pay and fringe benefits. Seller shall terminate all such employees effective as of the Closing Date.
H. Seller will make available for Purchaser’s review at the Property, all of the tenant leases (including all addenda and amendments) and related tenant files for Purchaser’s inspection and copying, at Purchaser’s expense.
I. If in Seller’s possession, plans and specifications for the Improvements, which will be made available at the Property or at the offices of Seller’s officeaffiliate, for inspection and copying by Purchaser at Purchaser’s expense.
J. All existing soil reports, environmental and engineering reports, including, but not limited to, structural, plumbing, electrical, mechanical and civil matters in Seller’s possession.
K. Copies of financial statements including both monthly income and expense figures for the last two three (23) calendar years, if available to Seller, and the most current year-to-date operating statements.
L. A detailed listing of all utility companies servicing the Property (including water, sewer, gas, electric, phone, cable and garbage pick-up) along with copies of any contracts for the same, account numbers and telephone numbers.
M. Copies of all documents evidencing and securing the First Mortgage Loan.
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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 1March 31, 2004 2005, 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 occupancy agreements affecting the Property as of the date of the Rent Roll.
F. Copies of all currently effective licenses, business and use permits in respect to the Property.
G. A complete list of all employees engaged in the operation or maintenance of the Property, setting forth in respect of each employee: his name; his position; his current salary or wages; and his apartment number if he lives on the Property, and information as to any rent reduction or free rent for such apartment. All of the employees shall be paid by Seller for all amounts owing to them for all time periods prior to the Closing including all accrued vacation pay and fringe benefits. Seller shall terminate all such employees effective as of the Closing Date.
H. Seller will make available for Purchaser’s review at the Property, all of the tenant leases (including all addenda and amendments) and related tenant files for Purchaser’s inspection and copying, at Purchaser’s expense.
I. If in Seller’s possession, plans and specifications for the Improvements, which will be made available at the Property or at Seller’s office, for inspection and copying by Purchaser at Purchaser’s expense.
. J. All existing soil reports, environmental and engineering reports, including, but not limited to, structural, plumbing, electrical, mechanical and civil matters in Seller’s possessionIntentionally deleted.
K. Copies of financial statements including both monthly income and expense figures for since the last two (2) calendar yearstime that Seller started operations at the Property, and the most current year-to-date operating statements.
L. A detailed listing of all utility companies servicing the Property (including water, sewer, gas, electric, phone, cable and garbage pick-up) along with copies of any contracts for the same, account numbers and telephone numbers. In the event the transaction contemplated herein is not closed and consummated for any reason, Purchaser shall promptly return to Seller all of the information and materials furnished by Seller to Purchaser whether or not specified in the previous portion of this Article VI.
M. Copies of all documents evidencing and securing the First Mortgage Loan.
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Seller’s Delivery of Documents. Seller has delivered or will deliver the following to Purchaser (or as designated make available to Purchaser at concurrently with the Property) within three (3) business days after the full execution hereofof this Agreement:
A. A copy of the latest dated survey of the Land and title insurance policy with respect to the Property in Seller’s 's possession, if any.
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 personal property, appliances, furniture, fixtures, equipment, and supplies to be conveyed hereunderhereunder (the "Personal Property").
D. C. A schedule and copies of all of the permits, licenses, service contracts, maintenance contracts, management agreements contracts and all other agreements affecting which affect the Property or the operation or maintenance of thereof [other than any property management agreement with respect to the Property (hereinafter referred to as the “Service Contracts”). The Service Contracts Property, it being agreed and understood that any such property management agreement will be transferred terminated at Closing and assigned by Purchaser will have no responsibility under such agreement], which Seller represents to Purchaser are, to the best of Seller's knowledge, all of such items which Seller has been using to operate the Property. Seller shall assign and transfer to Purchaser at Closing all of Seller's interest under all of said contracts and agreements which Purchaser elects to assume; provided, however, that Purchaser must assume at Closing all contracts and agreements which cannot be terminated by an assignment (hereinafter referred Seller upon no more than 30 days notice and at no cost to Seller. Seller shall cancel all the agreements and contracts not assumed by Purchaser; and Purchaser shall notify Seller no later than August 15, 1997, as the “Assignment of Service Contracts”) to which will contain an assumption of the Service Contracts agreements that Purchaser has the right not to assume as herein specified Purchaser has elected not to assume. At Closing, Seller shall deliver to Purchaser the original, if available to Seller, or otherwise a copy of all agreements assumed by Purchaser. Seller and Purchaser shall execute at the Closing appropriate documents to evidence the assignment of all agreements and contracts assumed by Purchaser effective as and the assumption by Purchaser of the obligations in respect thereto arising from and after the Closing Date, and will Date which documents shall also contain a cross-indemnity between Seller and Purchaser providing that Seller will indemnify, defend with respect to fees payable and hold Purchaser harmless as respects the obligations of the owner of the Property thereunder for all time periods through performance in connection with such agreements 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 contracts assumed 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. D. A complete and accurate rent roll (the “"Rent Roll”") for the Property as of May 1, 2004 certified by Seller to the best date of its knowledge as being accurate in all material respectsthis Agreement, 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 occupancy agreements affecting the Property as of the date of the Rent Roll.
F. Copies of all licenses, business and use permits in respect to the Property.
G. E. A complete list of all full-time employees engaged in the operation or maintenance of the Property, setting forth in respect of each employee: his or her name; his or her position; his or her current salary or wages; and his or her apartment number if he or she lives on the Property, and information as to any rent reduction or free rent for such apartment. All of the employees shall be paid by Seller for all amounts owing to them for all time periods prior to the Closing including all accrued vacation pay and fringe benefits. Seller shall terminate all such employees effective as .
F. A copy of the Closing Datelatest ad valorem tax bill xx respect of the Property in Seller's possession.
G. A copy of the latest dated survey of the Land and the Improvements in Seller's possession, if any.
H. Seller will make available for Purchaser’s review at the Property, all True and correct copies of the tenant leases "Promissory Note" and the "Security Deed". As used herein, the term "Promissory Note" shall mean that certain Promissory Note dated March 1, 1988, executed by Robexxx Xxxperties-St. Simoxx, X.X., x Georgia limited partnership formerly named Robexxx Xxxperties-St. Simoxx, Xxd. (including all addenda and amendments"St. Simoxx") and related tenant files for Purchaser’s inspection and copying, at Purchaser’s expense.
I. If xn favor of John Xxxcxxx Xxxual Life Insurance Company ("Lender") in Seller’s possession, plans and specifications for the Improvementsoriginal principal amount of $4,400,000.00, which will be made available at the Property or at Seller’s officewas amended by that certain Amendment to Promissory Note dated as of March 1, for inspection and copying by Purchaser at Purchaser’s expense.
J. All existing soil reports, environmental and engineering reports, including, but not limited to, structural, plumbing, electrical, mechanical and civil matters in Seller’s possession.
K. Copies of financial statements including both monthly income and expense figures for the last two (2) calendar years, and the most current year-to-date operating statements.
L. A detailed listing of all utility companies servicing the Property (including water, sewer, gas, electric, phone, cable and garbage pick-up) along with copies of any contracts for the same, account numbers and telephone numbers.
M. Copies of all documents evidencing and securing the First Mortgage Loan.1988,
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