Seller’s Deposits. Seller shall deliver to Escrowholder the following to be held in escrow:
(a) Deed in the form of Exhibit A attached hereto;
Seller’s Deposits. Seller shall deliver to Purchaser (or the Title Company, as applicable) at Closing the following documents (all of which shall be duly executed and acknowledged where required) and all in form and substance reasonably acceptable to Purchaser and the Title Company (which shall be a condition precedent to Purchaser’s obligation to close the transaction contemplated by this Agreement):
(i) a recordable special warranty deed in the form attached hereto as Exhibit E (the “Deed”), subject only to the Permitted Exceptions, together with a water certification, if required in order to record the Deed;
(ii) a Xxxx of Sale, in the form of Exhibit F attached hereto;
(iii) two counterparts of an Assignment and Assumption Agreement, in the form of Exhibit G attached hereto (“Assignment and Assumption”);
(iv) an affidavit of title in customary form;
(v) an ALTA Statement and GAP Undertaking, and such other certificates, affidavits, lien waivers, and statements as are required by the Title Company or applicable law as condition of issuing the Title Policy (and Lender’s Policy, if applicable);
(vi) Seller’s counterpart (which may be a PDF) of the closing statement prepared by the Title Company that reflects the prorations agreed to between the parties (the “Closing Statement”);
(vii) a certification of non-foreign status as required to comply with Section 1445 of the Internal Revenue Code, as amended;
(viii) evidence of Seller’s existence and authority of Seller and the persons signing on behalf of Seller;
(ix) Seller’s counterpart to any transfer tax declaration required to be filed in connection with the recording of the Deed (“Tax Declarations”);
(x) a commission statement from the Broker (defined below);
(xi) Seller’s Representation Certificate;
(xii) a notice from Seller to the service provider under each Surviving Service Contract, if any, of the sale of the Property to Purchaser in respect of each Surviving Service Contract;
(xiii) a notice from Seller to tenants under the Leases, if any, advising the tenants of the sale of the Property to Purchaser and providing Purchaser’s contact information for notices and the payment of rent;
(xiv) Evidence satisfactory to Purchaser that any Service Contract that is not a Surviving Service Contract has been terminated, and that the property manager, if any, and any brokers have been paid all commissions or fees due or to become due;
(xv) the releases described in Section 8(j) above, or in the event that one or more of the relea...
Seller’s Deposits. Seller shall deposit with Escrow Holder the following:
Seller’s Deposits. Each Tranche 1 Seller shall deliver to Escrowholder the following to be held in escrow for each Tranche 1 Property on or before the Tranche 1 Closing Date, and each Tranche 2 Seller shall deliver to Escrow Holder the following to be held in escrow for each Tranche 2 Property on or before the Tranche 2 Closing Date.
(a) Deed in the form of Exhibit A attached hereto;
(b) Certificate of Non-Foreign Status in the form of Exhibit E attached hereto;
Seller’s Deposits. Prior to Closing, in sufficient time prior thereto to allow Closing on the Closing Date, SELLER shall cause to be delivered into the Escrow:
(1) A Grant Deed executed by SELLER, with signatures notarized for recording in the Official Records, conveying to BUYER the Property, in the form of Exhibit B attached hereto (“Grant Deed”), which Grant Deed shall be recorded in the Official Records at the Closing;
(2) An affidavit in compliance with the Foreign Investment and Real Property Tax Act and a California Tax Withholding Form 593-C, executed by SELLER (the “Non-Foreign Status Certificate” and “Form 593-C”, respectively), certifying that SELLER is not subject to withholding under federal or state law; and
(3) Such additional instruments or documents reasonably required by Escrow Holder in order to consummate the purchase and sale of the Property in accordance with the terms and conditions of this Agreement, to the extent consistent with this Agreement, including without limitation escrow instructions and an owner’s affidavit reasonably required by the Title Company to enable the Title Company to issue the Title Policy to BUYER at the Closing.
Seller’s Deposits. 7.3.2. Buyer's Deposits. 7.3.3.
Seller’s Deposits. Seller shall deliver into escrow the following, ----------------- executed by a duly authorized officer of Seller:
Seller’s Deposits. Seller shall deposit the following documents and instruments (“Seller’s Documents”) into Escrow prior to the Close:
(1) an executed and acknowledged original Xxxxx Xxxx;
(2) an executed original Affidavit of Non-Foreign Status; and
(3) such other materials as might reasonably be required by Escrow Holder or Buyer to complete the transactions and issue the Title Policy as provided by this Agreement.
Seller’s Deposits. At least one (1) business day prior to the Closing Date, Seller shall deliver to the Title Company, the following: (a) an executed and acknowledged statutory special warranty deed (the "Deed") conveying fee simple title to the Real Property to Buyer subject only to the Permitted Exceptions; (b) an executed Assignment of Service Contracts, Warranties and Intangible Property in the form of the attached Exhibit B (the "Contract Assignment"), assigning to Buyer Seller's interest in the Contracts, Warranties and Intangible Property; (c) a certificate from Seller certifying the information required by §§ 18662 of the California Revenue and Taxation Code and the regulations issued thereunder to establish that the transaction contemplated by this Agreement is exempt from the tax withholding requirements of such provisions (the “California Certificate”); and (d) a certification that Seller is not a "foreign person" as such term is defined in the Internal Revenue Code and the Treasury Regulations promulgated thereunder.
Seller’s Deposits. On or before one (1) Business Day prior to the Closing Date, Seller shall deliver to Title Company the following items, each dated as of the Closing Date and duly executed and acknowledged, if applicable, by Seller (collectively, the “Seller’s Deposits”):
(a) The Deed, together with the State of Nevada Declaration of Value form setting forth the Purchase Price as the fair market value of the Property (the “Declaration of Value”).
(b) Two (2) original counterparts of the Stockholder Agreement in the form of Exhibit 6 attached hereto (the “Shareholder Agreement”).
(c) Two (2) original counterparts of the Ground Lease Assignment.
(d) Two (2) original counterparts of the Assignment and Assumption Agreement in the form of Exhibit 7 attached hereto (the “Assignment and Assumption Agreement”).
(e) A FIRPTA Affidavit for each entity comprising Seller substantially in the form of Exhibit 8 attached hereto.
(f) The Assignment and Bxxx of Sale substantially in the form of Exhibit 9 attached hereto.
(g) An owner’s affidavit in form sufficient and acceptable to Title Company so as to allow Title Company to eliminate the standard printed exceptions, including the parties in possession, mechanic’s lien, and gap exceptions from the Title Policy and running to the benefit of Purchaser and Title Company, stating that there are no outstanding unrecorded options or contracts for sale of the Property to anyone other than Purchaser, that the Property is unencumbered and that no construction or repairs have been made, nor any work done to or on the Property which has not been fully paid.
