Seller's Documents. At or before the Closing, Seller shall deliver to the Title Company the following:
(a) duly executed and acknowledged grant deeds conveying to the MRG all Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto;
(b) a duly executed xxxx of sale covering the Personal Property, in the form attached hereto as Exhibit "H";
(c) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRG) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations);
(d) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow);
(e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow);
(f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J";
(g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow);
(h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow);
(i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Selle...
Seller's Documents. At Closing, Seller shall deliver or cause to be delivered to Buyer:
(i) certified copies of resolutions authorizing its execution, delivery and performance of this Agreement, including the consummation of the transactions contemplated hereby;
(ii) the certificate described in Section 11.1; and
(iii) such bills of sale, assignments, special warranty deeds, documents of title and other instruments of conveyance, assignment and transfer as may be necessary to convey, transfer and assign the Station Assets to Buyer, free and clear of Liens, except for Permitted Liens.
Seller's Documents. Seller shall deliver to Purchaser all of the documents described in this Section by April 30, 2002, at Seller's expense, each to be of current or recent date and certified to Purchaser unless otherwise noted below (the `Seller's Documents'). Purchaser shall have until the earlier of 1) forty-five (45) days after the delivery of all of the Seller's Documents, or May 15, 2002 (the "Document Review Period") to review and approve Seller's Documents. If Purchaser shall elect to substitute an Alternative Property the cost of obtaining Seller's Documents as to the Alternative Property shall be shared equally, unless such Alternative Property was substituted for another of the Properties due to an uncured title defect for such Property, and Purchaser shall obtain at Purchaser's expense any other documents ("Purchaser's Documents") required and deemed necessary by Purchaser to evaluate the Property or Alternative Property as listed in Section 7. Seller's Documents are provided as a convenience to Purchaser so that Purchaser may conduct all of its inspections, due diligence and review of the Properties to satisfy itself regarding each item, the Property and this transaction. Seller makes no representation or warranty to Purchaser regarding the accuracy or completeness of Seller's Documents. Seller's Documents shall include:
(a) The Title Commitment and back-up documentation;
(b) As-Built ALTA boundary survey of the Property as described on Exhibit "C" attached hereto;
Seller's Documents. At Closing, Seller shall execute, acknowledge and deliver, as appropriate, to Buyer, the following instruments, items and documents:
i. A special warranty deed conveying fee simple title to the Property to Buyer, free and clear of all encumbrances other than the Permitted Exceptions;
ii. An affidavit stating either that there have been no improvements made to the Property during the ninety (90) days immediately preceding the Closing or, if there have been any such improvements, that all lienors in connection with such improvements have been paid in full;
iii. An affidavit in compliance with the Foreign Investment in Real Property Tax Act of 1980, as amended, stating under penalty of perjury that the Seller is not a foreign person;
iv. An assignment of the Seller’s right, title and interest under the Lease(s);
v. Keys to all entrance doors and to all equipment, storage and utility rooms located on the Property; and
vi. Such other documents or instruments as Buyer or the Title Company reasonably may request in order to consummate the transaction intended by this Agreement.
Seller's Documents. At the Closing, Sellers will deliver to Escrow Agent:
(a) original certificates representing the Corporate Shares duly endorsed (or accompanied by duly executed stock powers);
(b) Restated Global Escrow Agreement, as amended, executed by Sellers, Buyer and the Escrow Agent;
(c) a certificate executed by Sellers representing and warranting to Buyer that each of Sellers' representations and warranties in this Agreement was accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date.
Seller's Documents. All of the documents and other instruments in Seller’s possession or control listed on Exhibit E attached hereto and incorporated herein by reference.
Seller's Documents. At Closing, Seller shall execute and deliver to Buyer, the following:
(a) A duly executed and acknowledged Special Warranty Deed (the “Deed”) conveying good and indefeasible title in fee simple title to all of the surface of the Property and free and clear of any and all liens, encumbrances, conditions, easements, assessments and reservations, subject only to the Permitted Exceptions and restrictive covenants contained in the permitted exceptions;
(b) Evidence that the person executing this Agreement and the Deed has the full power and authority to bind Seller; and
(c) Such other closing documents as reasonably may be required to consummate the transaction contemplated by this Agreement, including any documents that may be required by the Title Company in order to issue the Title Policy as required by the Title Commitment.
Seller's Documents. Within five (5) days after the Agreement Date, Seller shall deliver to Buyer:
(i) Copies of all existing and proposed easements, covenants, restrictions, agreements or other documents which affect the Property and which are not disclosed by the Commitment, or, if no such documents exist, a certification of Seller to that effect;
(ii) Copies of any existing surveys of the Property; and
(iii) A copy of any existing geotechnical reports, environmental audits or reports and soil boring results regarding the Property.
Seller's Documents. The Seller shall have caused to be delivered to Buyer, at or before Closing, the following:
(a) A list of all assets owned by Seller along with intellectual property owned by Seller being delivered to Buyer.
Seller's Documents the documents and materials listed on Exhibit 1.26 attached hereto and made a part hereof.
