Seller’s Obligations at Closing. At Closing, Seller shall:
(a) deliver to Purchaser a duly executed Assignment and Assumption of Membership Interests (the “Assignment and Assumption of Membership Interests”) in the form attached hereto as Exhibit D, conveying the 100% of the Interests to Purchaser;
(b) deliver to Purchaser, not later than five Business Days before the Closing Date, updated Rent Rolls dated not later than 10 Business Days before the Closing Date and on the Closing Date, updated Rent Rolls dated as of the Closing Date;
(c) in the event that any representation or warranty of Seller set forth in Section 3.1 needs to be modified due to changes since the Effective Date, deliver to Purchaser a certificate (the “Seller Closing Certificate”), dated as of the Closing Date and duly executed by Seller, identifying any representation or warranty that is not, or no longer is, true and correct and explaining the state of facts giving rise to such change. In no event shall Seller be liable to Purchaser for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty that results from any change that (i) occurs between the Effective Date and the Closing Date and (ii) is expressly permitted under the terms of this Agreement; provided, however, that the occurrence of a change that is not permitted hereunder shall constitute the non-fulfillment of the condition set forth in Section 4.4(b). If, despite changes or other matters described in the Seller Closing Certificate, the Closing occurs, Seller’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in the Seller Closing Certificate;
(d) deliver to the Title Company such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller;
(e) deliver to the Title Company an owner’s affidavit duly executed by the Company, in customary form reasonably acceptable to the Title Company;
(f) deliver to Purchaser a certificate in the form attached hereto as Exhibit E duly executed by Seller and stating that Seller is not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980;
(g) terminate or cause the Company to terminate, effective on or before the Closing Date, all Brokerage Agreements and property management agreements, as well as any Contracts which Purchaser elects, on or prior to the Expiration of the Due Diligence Period, not to ...
Seller’s Obligations at Closing. At the Closing Seller shall:
Seller’s Obligations at Closing. At Closing, Seller shall:
(a) deliver to Purchaser a duly executed grant deed (the "Deed") in the form attached hereto as Exhibit G, conveying the Land and Improvements, subject only to the Permitted Exceptions; the warranty of title in the Deed will be only as to claims made by, through or under Seller and not otherwise;
(b) deliver to Purchaser a duly executed xxxx of sale (the "Xxxx of Sale") conveying the Personal Property without warranty of title or use and without warranty, express or implied, as to merchantability and fitness for any purpose and in the form attached hereto as Exhibit H;
(c) assign to Purchaser, and Purchaser shall assume, the landlord/lessor interest in and to the Leases, Rents and Security Deposits, and any and all obligations to pay leasing commissions and finder's fees with respect to the Leases and amendments, renewals and expansions thereof, to the extent provided in Section 4.4(b)(v) hereof, by duly executed assignment and assumption agreement (the "Assignment of Leases") in the form attached hereto as Exhibit I pursuant to which (i) Seller shall indemnify Purchaser and hold Purchaser harmless from and against any and all claims pertaining thereto arising prior to Closing and (ii) Purchaser shall indemnify Seller and hold Seller harmless from and against any and all claims pertaining thereto arising from and after the Closing, including without limitation, claims made by tenants with respect to tenants' Security Deposits to the extent paid, credited or assigned to Purchaser;
(d) to the extent assignable, assign to Purchaser, and Purchaser shall assume, Seller's interest in the Operating Agreements and the other Intangibles by duly executed assignment and assumption agreement (the "Assignment of Contracts") in the form attached hereto as Exhibit J pursuant to which (i) Seller shall indemnify Purchaser and hold Purchaser harmless from and against any and all claims pertaining thereto arising prior to Closing and (ii) Purchaser shall indemnify Seller and hold Seller harmless from and against any and all claims pertaining thereto arising from and after the Closing;
(e) join with Purchaser to execute a notice (the "Tenant Notice") in the form attached hereto as Exhibit K, which Purchaser shall send to each tenant under each of the Leases promptly after the Closing, informing such tenant of the sale of the Property and of the assignment to Purchaser of Seller's interest in, and obligations under, the Leases (including, if applicabl...
Seller’s Obligations at Closing. At Closing, Seller shall deliver, or cause to be delivered, to Buyer:
Seller’s Obligations at Closing. At the closing, Seller shall do the following:
a. Deliver, or cause its subsidiary to deliver, to Purchaser a deed covering the Subject Property, duly signed and acknowledged by Seller, or its subsidiary, which deed shall be in form reasonably acceptable to Purchaser for recording and shall convey to Purchaser good and marketable title to the Subject Property, free and clear of all liens, rights-of-way, easements, and other matters affecting title to the Subject Property, except for the Permitted Exceptions.
b. Deliver or cause to be delivered to Purchaser an ALTA Standard Owner Policy of Title Insurance (the "Title Policy") insuring Purchaser in the amount of the purchase price that Purchaser has acquired good and marketable title to the Subject Property, subject only to the standard printed exceptions and the Permitted Exceptions. Purchaser shall be entitled to request the Title Company to provide at Purchaser's sole cost and expense, such endorsements (or amendments) to the Title Policy as Purchaser may reasonably require so long as such endorsements or amendments are at no cost to Seller nor impose additional liability on Seller nor delay the closing. Purchaser shall be responsible for paying the cost of the Title Policy.
c. Deliver a bill xx sale and a blanket assignment in form reasonably acceptable to Purchaser, duly executed and acknowledged by Seller or its subsidiary, conveying and/or assigning to Purchaser the Resort Assets.
d. Deliver such evidence or other documents that may be reasonably required by the Title Company evidencing the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Subject Property.
e. Deliver a non-withholding statement that will satisfy the requirements of Section 1445 of the Internal Revenue Code so that Purchaser is not required to withhold any portion of the purchase price for payment to the Internal Revenue Service.
f. Deliver to Purchaser any other documents or items necessary or convenient in the reasonable judgment of Purchaser to carry out the intent of the parties under this Contract.
Seller’s Obligations at Closing. At the Closing Seller shall execute the following for the conveyance of the Property:
(a) Execute, acknowledge and deliver to Buyer a Quit Claim Deed conveying the Property, which deed shall be in statutory form for recording.
(b) Execute and deliver to Buyer assignments of all leases and rental agreements, if any, concerning all tenants and parties in possession of any portion of the building and Property, including a current rent roll.
(c) Execute and deliver instruments satisfactory to Buyer reflecting the proper power, good standing, and authorization for the sale of the Property from Seller to Buyer hereunder.
(d) Execute and Deliver to Buyer a closing statement setting forth the Purchase Price, Deposit, adjustments, prorations, and closing costs as set forth herein; and
(e) Execute and deliver such other documents as may be required by this Agreement.
Seller’s Obligations at Closing. On the Closing Date, Seller shall ------------------------------- deliver or cause to be delivered to Buyer the following:
(a) an executed deed or deeds in a form customary in real estate transactions in California (which in any event shall be quitclaim deeds with respect to easements, rights-of-way and licenses), and assignment or assignments of leases from Seller to Buyer conveying all of Seller's right, title and interest in and to the Real Property;
(b) an executed xxxx of sale and other instruments of transfer and conveyance in form and substance satisfactory to Buyer and its counsel for the full and complete transfer, conveyance, assignment and delivery to Buyer on the Closing Date of all of Seller's right, title and interest in and to all the Assets, accompanied by the relevant third-party consents set forth in Exhibit 10.5 and by written evidence of the release of all liens and encumbrances;
(c) an executed assignment or transfer of the Assumed Contracts and Authorities accompanied by the relevant third-party consents set forth in Exhibit 10.5 with respect thereto;
(d) a certificate executed by an officer of Seller's Managing General Partner, dated as of the Closing Date, certifying that each of the representations and warranties made pursuant to this Agreement by Seller is true, correct and complete in all material respects at and as of the Closing Date as though made at and as of that date;
(e) an opinion of Xxxxxxxxx Xxxxxx, counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(e);
(f) an opinion of Xxxx, Raywid & Xxxxxxxxx, FCC counsel to Seller, dated as of the Closing Date and addressed to Buyer, substantially in the form of Exhibit 12.2(f);
(g) all Assumed Contracts, Authorities, books and records, filings and submissions by Seller under the Communications Act and the Copyright Act relative to the System, all files, charts of accounts, logs, blueprints, schematics, drawings, diagrams, engineering and technical data, maps, plans and specifications and other documents of like character pertaining to the Assets or the System, and all other documents or instruments or things pertaining to any of the Assets or the System;
(h) the amount of any insurance proceeds or condemnation award, if any, required under Section 14.2;
(i) such other documents, instruments and certificates as Buyer or its counsel may reasonably request to effect the transfers contemplated by this Agreement;
(j) the amo...
Seller’s Obligations at Closing. At the Closing, Seller shall deliver or cause to be delivered to Buyer:
(a) a Xxxx of Sale, in the form attached hereto as Exhibit B, pertaining to the Assets being transferred pursuant to the terms of this Agreement;
(b) a certificate executed by Seller certifying that all of Seller’s representations and warranties under this Agreement are true as of the Closing Date, as though each of those representations and warranties had been made on that date; and
(c) tax clearances issued by all taxing authorities, if applicable. Simultaneously, with the consummation of the transfer, Seller will put Buyer into full possession and enjoyment of the Assets to be conveyed and transferred pursuant to this Agreement. Seller, at any time before or after the Closing Date, will execute, acknowledge and deliver any further deeds, assignments, conveyances, and other assurances, documents and instruments of transfer, reasonably requested by Buyer, and will take any other action consistent with the terms of this Agreement that may reasonably be requested by Buyer for the purpose of assigning, transferring, granting, conveying and confirming to Buyer, or reducing to possession, the Assets to be conveyed and transferred under this Agreement. If requested by Buyer, Seller further agrees to prosecute or otherwise enforce in its own name, for the benefit of Buyer, any claims, rights or benefits that are transferred to Buyer under this Agreement and that require prosecution or enforcement in Seller’s name.
Seller’s Obligations at Closing. At Closing (or prior thereto, if hereinafter specified), Seller shall:
(a) assign to Purchaser (or its nominee designated by Purchaser by written notice to Seller at least seven (7) days prior to Closing) ("Purchaser's Nominee"), and Purchaser or Purchaser's Nominee, as the case may be, shall assume, the Leasehold by duly executed assignment and assumption agreement pertaining to the Ground Lease, deposited with the Escrow Agent three (3) days prior to Closing pursuant to which (i) Seller shall indemnify and defend Purchaser and hold Purchaser harmless from and against any and all claims pertaining to the Leasehold accruing prior to Closing and (ii) Purchaser or Purchaser's Nominee, as the case may be, shall indemnify and defend Seller and hold Seller harmless from and against any and all claims pertaining to the Leasehold accruing from and after the Closing;
(b) deliver an estoppel certificate duly executed by Landlord substantially in the form attached hereto as Exhibit F;
(c) deposit with the Escrow Agent one (1) day prior to Closing a duly executed bill of sale in favor of Purchaser conveying Seller's right, xxxxe and interest in and to the Personal Property without warranty, expressed or implied, as to merchantability and fitness for any purpose;
(d) deposit with the Escrow Agent one (1) day prior to Closing an updated Lease Schedule dated not earlier than seven (7) days prior to Closing certified by Seller to Purchaser as being true and correct in all material respects;
(e) assign to Purchaser, and Purchaser shall assume, the landlord/lessor interest in and to the Leases by duly executed assignment and assumption agreement deposited with the Escrow Agent three (3) days prior to Closing pursuant to which (i) Seller shall indemnify and defend Purchaser and hold Purchaser harmless from and against any and all claims pertaining to the Leases accruing prior to Closing and (ii) Purchaser shall indemnify and defend Seller and hold Seller harmless from and against any and all claims pertaining to the Leases accruing from and after Closing;
(f) to the extent assignable, assign to Purchaser, and Purchaser shall assume, Seller's interest in the Operating Agreements listed on the Operating Agreements Schedule (other than those terminated pursuant to Section 5.4(e)) and in the other Intangibles by duly executed assignment and assumption agreement deposited with the Escrow Agent three (3) days prior to Closing pursuant to which (i) Seller shall indemnify and defen...
Seller’s Obligations at Closing. On or before two (2) days before Closing, Seller shall:
(a) deliver to Escrow Agent a duly executed grant deed (the "Deed") in the form attached hereto as Exhibit E, conveying the Land and Improvements;
(b) deliver to Purchaser a duly executed xxxx of sale (the "Xxxx of Sale") in the form attached hereto as Exhibit F conveying the Personal Property;
(c) deliver to Purchaser a duly executed assignment and assumption agreement (the "Assignment of Contracts") in the form attached hereto as Exhibit G assigning Seller's interest in the Operating Agreements and the other Intangibles, to the extent assignable;
(d) deliver such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Seller;
(e) deliver to Purchaser a certificate in the form attached hereto as Exhibit H duly executed by Seller stating that Seller is not a "foreign person" as defined in the Federal Foreign Investment in Real Property Tax Act of 1980;
(f) deliver to Purchaser the Operating Agreements;
(g) deliver such affidavits as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to Seller;
(h) Execute a closing statement acceptable to Seller;
(i) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement; and
(j) deliver to Purchaser the Lease in the form of Exhibit I attached hereto, duly executed by Seller.
