Common use of Seller’s Obligations at the Closing Clause in Contracts

Seller’s Obligations at the Closing. No later than three (3) business days prior to Closing, Seller shall: A. execute and deliver to Purchaser the Deeds conveying the Property; B. execute and deliver to Purchaser a bill of sale conveying any personal property owned by Seller and locatex xx any Property, without warranty, express or implied, as to merchantability, title, use and fitness for any purpose; C. cause the Title Company to furnish to Purchaser owner's policies of title insurance pursuant to the Title Commitments (collectively, the "TITLE POLICIES", and individually, each a "TITLE POLICY"); D. execute and deliver to Purchaser a closing statement itemizing the Purchase Price and all adjustments thereto as provided herein; E. execute and deliver to Purchaser an assignment of all of Seller's right, title and interest in and to the Leases in substantially the form attached hereto as Exhibit "F" (the "ASSIGNMENT"), together with such consents to and notices of such assignment as may be required under the Leases; F. execute and deliver to Purchaser a Non-Foreign Persons Affidavit in the form attached hereto as Exhibit "G"; G. deliver to Purchaser an original of each estoppel certificate and SNDA, in accordance with the terms of Section 5A(iv) of this Agreement, from each Tenant in the form required by the Leases; H. execute and deliver to Purchaser a "Notice to Tenant" substantially in the form attached hereto as Exhibit "H"; and I. execute and deliver to Purchaser such other documents or instruments (including, without limitation, transfer tax declarations) as may be required under this Agreement, or as otherwise required by the Title Company or by Purchaser (using its reasonable opinion) to effectuate the Closing.

Seller’s Obligations at the Closing. No later than three (3) business days prior to At the Closing, Seller shall: A. (a) execute and deliver to Purchaser the Deeds Deed conveying the PropertyProperty in the form attached hereto as Exhibit “B”; B. execute and deliver to Purchaser a bill of sale conveying any personal property owned by Seller and locatex xx any Property, without warranty, express or implied, as to merchantability, title, use and fitness for any purpose; C. (b) cause the Title Company to furnish to Purchaser owner's policies of title insurance pursuant to the Title Commitments (collectively, the "TITLE POLICIES", and individually, each a "TITLE POLICY")Policy; D. (c) execute and deliver to Purchaser and the Title Company a closing statement (which has been previously reviewed by and consented to by Purchaser) itemizing the Purchase Price and all adjustments thereto as provided herein; E. (d) execute and deliver to Purchaser an assignment of all of Seller's ’s right, title and interest in and to the Leases each Lease in substantially the form attached hereto as Exhibit "F" “C” (the "ASSIGNMENT“Assignment"), together with such consents to and notices of such assignment as may be required under the LeasesLease; F. (e) execute and deliver to Purchaser a Non-Foreign Persons Affidavit in the form attached hereto as Exhibit "G"“D”; G. (f) deliver to Purchaser an original of each estoppel certificate and SNDA, in accordance with the terms of Section 5A(ivSNDA (if any) of from Tenant as required under this Agreement, from each Tenant in the form required by the Leases; H. (g) execute and deliver to Purchaser a "“Notice to Tenant" ” substantially in the form attached hereto as Exhibit "H"; and“E”; I. (h) execute and deliver to Purchaser such other documents or instruments (including, without limitation, transfer tax declarations) as may be required under this Agreement, or as otherwise required by the Title Company or by Purchaser (using its in Purchaser’s reasonable opinion) opinion to effectuate the Closing; (i) deliver the original executed Lease; (j) deliver to Purchaser certificates of insurance (liability and real property) (the “Insurance Certificates") as required under the terms of the Lease. The Insurance Certificates must name Purchaser (and its lender, if any) as certificate holder, additional insured and mortgagee/loss payee, as the case may be; (k) Applicable State, County and City Transfer Tax Declarations; and (l) Seller’s certificate remaking all representations, warranties and covenants under this Contract as of the Closing Date.

Seller’s Obligations at the Closing. No later than three (3a) business days prior to At the Closing, Seller shallshall do the following: A. execute and deliver to Purchaser the Deeds conveying the Property; B. execute (i) Execute, acknowledge, and deliver to Purchaser a bill of sale conveying any personal property owned by Seller good and locatex xx any Property, without warranty, express or implied, as to merchantability, title, use and fitness for any purpose; C. cause the Title Company to furnish to Purchaser owner's policies of title insurance pursuant to the Title Commitments (collectively, the "TITLE POLICIES", and individually, each a "TITLE POLICY"); D. execute and deliver to Purchaser a closing statement itemizing the Purchase Price and all adjustments thereto as provided herein; E. execute and deliver to Purchaser an assignment of all of Seller's right, title and interest in and to the Leases in substantially the form attached hereto as Exhibit "F" sufficient General Warranty Deed (the "ASSIGNMENT"), together with such consents to and notices of such assignment as may be required under the Leases; F. execute and deliver to Purchaser a Non-Foreign Persons Affidavit “Deed”) in the form attached hereto as Exhibit "G"; G. deliver to Purchaser an original of each estoppel certificate “D” and SNDA, made a part hereof for all purposes conveying the fee simple title in the Land and the Improvements (in accordance with the terms of Section 5A(ivlegal description shown on the Survey) of this Agreement, from each Tenant in to Purchaser subject only to the form required by the LeasesPermitted Exceptions; H. execute (ii) Unless Purchaser elects to receive a credit in lieu of the Title Policy as stated in Section 2.02, deliver the Title Policy to Purchaser or, if the Title Policy is not delivered at Closing, Seller shall cause the Title Company to unconditionally commit to deliver the Title Policy to Purchaser; (iii) Execute, and deliver to Purchaser a "Notice Bill of Sale and Assignment (herein so called) in form reasonably satisfactory to Tenant" substantially Purchaser; (iv) Credit against the Purchase Price sums required to be so credited pursuant to Section 2.02, if applicable, and Section 6.02 hereof; (v) Deliver to Purchaser and the Title Company satisfactory evidence that all necessary corporate, partnership, or other action on the part of Seller, if any, has been taken with respect to the consummation of the transaction contemplated hereby; (vi) Deliver the affidavit required by Section 8.13 hereof; (vii) Deliver to Purchaser a gap affidavit in form reasonably acceptable to the Title Company to permit the Title Company to insure against adverse matters first appearing in the public records on a date subsequent to the effective date of the Title Binder and prior to the recording of a general warranty deed required by the terms of this Agreement; (viii) Deliver to Purchaser a certificate of an authorized person certifying that all of the representations and warranties of Seller contained herein are true and accurate as of the Closing Date; (ix) Deliver to Purchaser a certified rent roll updated within thirty (30) days of Closing in the same form attached hereto as Exhibit "H"provided in Section 2.07, duly certified by Seller; and I. execute (x) Deliver to Purchaser the termite and deliver pest inspection report updated within thirty (30) days of Closing meeting the requirements of Section 2.07; and (xi) Deliver to Purchaser such other assignments and documents or instruments (including, without limitation, transfer tax declarations) as Agreement of Purchase and Sale of Real Property – Abilene may be required under pursuant to the provisions hereof or mutually agreed by counsel for Seller and Purchaser to be necessary to fully consummate the transaction contemplated hereby. (b) If Seller fails or is unable to deliver any of the items set forth in this Agreement, or as otherwise required by the Title Company or by Purchaser (using its reasonable opinion) to effectuate Section 3.03 at the Closing, Purchaser may (i) elect to waive such failure and close the transaction, and/or (ii) exercise its rights under Section 5.01(b) hereof.

Seller’s Obligations at the Closing. No later than three (3) business days prior to Closing, Seller shall: A. execute and deliver to Purchaser the Deeds conveying the Property; B. execute and deliver to Purchaser a bill xxxx of sale conveying any personal property owned by Seller and locatex xx located on any Property, without warranty, express or implied, as to merchantability, title, use and fitness for any purpose; C. cause the Title Company to furnish to Purchaser owner's policies of title insurance pursuant to the Title Commitments (collectively, the "TITLE POLICIES", and individually, each a "TITLE POLICY"); D. execute and deliver to Purchaser a closing statement itemizing the Purchase Price and all adjustments thereto as provided herein; E. execute and deliver to Purchaser an assignment of all of Seller's right, title and interest in and to the Leases in substantially the form attached hereto as Exhibit "F" (the "ASSIGNMENT"), together with such consents to and notices of such assignment as may be required under the Leases; F. execute and deliver to Purchaser a Non-Non- Foreign Persons Affidavit in the form attached hereto as Exhibit "G"; G. deliver to Purchaser an original of each estoppel certificate and SNDA, in accordance with the terms of Section 5A(iv) of this Agreement, from each Tenant in the form required by the Leases; H. execute and deliver to Purchaser a "Notice to Tenant" substantially in the form attached hereto as Exhibit "H"; and I. execute and deliver to Purchaser such other documents or instruments (including, without limitation, transfer tax declarations) as may be required under this Agreement, or as otherwise required by the Title Company or by Purchaser (using its reasonable opinion) to effectuate the Closing.

Seller’s Obligations at the Closing. No later than three (3) business days prior to Closing, Seller shall: : A. execute and deliver to Purchaser the Deeds conveying the Property; ; B. execute and deliver to Purchaser a bill xxxx of sale conveying any personal property owned by Seller and locatex xx located on any Property, without warranty, express or implied, as to merchantability, title, use and fitness for any purpose; ; C. cause the Title Company to furnish to Purchaser owner's policies of title insurance pursuant to the Title Commitments (collectively, the "TITLE POLICIES", and individually, each a "TITLE POLICY"); ; D. execute and deliver to Purchaser a closing statement itemizing the Purchase Price and all adjustments thereto as provided herein; ; E. execute and deliver to Purchaser an assignment of all of Seller's right, title and interest in and to the Leases in substantially the form attached hereto as Exhibit "F" (the "ASSIGNMENT"), together with such consents to and notices of such assignment as may be required under the Leases; ; F. execute and deliver to Purchaser a Non-Foreign Persons Affidavit in the form attached hereto as Exhibit "G"; ; G. deliver to Purchaser an original of each estoppel certificate and SNDA, in accordance with the terms of Section 5A(iv) of this Agreement, from each Tenant in the form required by the Leases; ; H. execute and deliver to Purchaser a "Notice to Tenant" substantially in the form attached hereto as Exhibit "H"; and and I. execute and deliver to Purchaser such other documents or instruments (including, without limitation, transfer tax declarations) as may be required under this Agreement, or as otherwise required by the Title Company or by Purchaser (using its reasonable opinion) to effectuate the Closing.

Seller’s Obligations at the Closing. No later than three (3) business days prior to ClosingAt the Closing and in connection with each Property, Seller shall, at its sole cost and expense: A. execute and deliver to Purchaser the Deeds conveying the Property; B. (a) execute and deliver to Purchaser a bill special warranty deed (in a form approved by Purchaser) conveying fee simple title to each Property to Purchaser free and clear of all exceptions, liens, or encumbrances whatsoever, excepting the Permitted Exceptions and the Lease applicable to such Property, together with a xxxx of sale conveying any personal property owned by for the Equipment at each Property pursuant to which Seller shall convey to Purchaser the Equipment located at such Property free and locatex xx any Propertyclear of all exceptions, without warrantyliens or encumbrances whatsoever, express or impliedexcept the Permitted Exceptions. In connection therewith, as Seller shall obtain at its expense whatever releases from existing lenders are required (including releases and/or partial terminations of UCC-1 financing statements) in order to merchantability, title, use and fitness for any purposeeffect the foregoing; C. (b) cause the Title Company to furnish to Purchaser an owner's policies policy of title insurance pursuant to the Title Commitments Commitment (collectively, the "TITLE POLICIES", and individually, each a "TITLE POLICYTitle Policy"), which shall be "later-dated" to cover the Closing Date and the date on which the Deed is recorded; D. (c) execute and deliver to Purchaser the Leases; (d) deliver an opinion of legal counsel regarding (A) the due authorization, execution and delivery of the Leases by Seller in its capacity as tenant thereunder and (B) that no consent or approval is required for the execution and delivery of the Leases by Seller; (e) deliver to Purchaser with copies of all warranties, certificates of occupancy, licenses, permits, authorizations and approvals required by law and issued by all governmental authorities having jurisdiction over the Property to the extent required by law to be in the name of the Purchaser, together with an assignment of all such warranties, certificates of occupancy, licenses, permits, authorizations and approvals where permitted by law together with copies of all certificates issued by any local board of fire underwriters (or other body exercising similar functions) and the copies of each xxxx for current real estate and personal property taxes; (f) deliver evidence of the insurance policies required to be maintained by tenant under the Lease, naming Purchaser and Purchaser's lender as additional insureds; (g) comply with all of Seller's obligations pursuant to this Agreement and not be in default hereunder; (h) execute and deliver a closing statement itemizing the Purchase Price and all adjustments thereto as provided herein;; and E. (i) execute and deliver to Purchaser an assignment of all of Seller's right, title and interest in and to the Leases in substantially the form attached hereto as Exhibit "F" (the "ASSIGNMENT"), together with such consents to and notices of such assignment as may be required under the Leases; F. execute and deliver to Purchaser a Non-Foreign Persons Affidavit in the form attached hereto as Exhibit "G"; G. deliver to Purchaser an original of each estoppel certificate and SNDA, in accordance with the terms of Section 5A(iv) of this Agreement, from each Tenant in the form required by the Leases; H. execute and deliver to Purchaser a "Notice to Tenant" substantially in the form attached hereto as Exhibit "H"; and I. execute and deliver to Purchaser such other documents or instruments (including, without limitation, transfer tax declarations) as may be required under this Agreement, or as otherwise required by the Title Company or by Purchaser (using its as otherwise required in Purchaser's reasonable opinion) , to effectuate the Closing.

Seller’s Obligations at the Closing. No later than three (3) business days prior to At the Closing, Seller shall: A. execute and Sellers will deliver or cause to be delivered to Purchaser the Deeds conveying following, in form and substance reasonably satisfactory to Purchaser and its counsel’ (a) the Propertyshare certificates evidencing the Shares, duly endorsed for transfer to Purchaser or accompanied by stock powers, or such other documents that are necessary or desirable to transfer the Shares in accordance with applicable law; B. execute (b) any necessary endorsements, assignments, certificates of title and deliver other instruments of sale, transfer and assignment in form and substance reasonably satisfactory to Purchaser a bill of sale conveying any personal property owned by Seller sufficient to sell, transfer and locatex xx any Property, without warranty, express or implied, as to merchantability, title, use and fitness for any purpose; C. cause the Title Company to furnish assign to Purchaser owner's policies of title insurance pursuant to the Title Commitments (collectively, the "TITLE POLICIES", and individually, each a "TITLE POLICY"); D. execute and deliver to Purchaser a closing statement itemizing the Purchase Price and all adjustments thereto as provided herein; E. execute and deliver to Purchaser an assignment of all of Seller's right, title and interest of Sellers in and to the Leases in substantially assets of SGS Canada (except the form attached hereto as Exhibit "F" (the "ASSIGNMENT"Excluded Assets), together with such consents to and notices of such assignment as may be required under the Leases; F. execute (c) the Assignment and deliver to Purchaser a Non-Foreign Persons Affidavit in the form attached hereto as Exhibit "G"; G. deliver to Purchaser an original of each estoppel certificate and SNDA, in accordance with the terms of Section 5A(iv) of this Agreement, from each Tenant in the form required by the Leases; H. execute and deliver to Purchaser a "Notice to Tenant" Assumption Agreement substantially in the form of Exhibit A attached hereto hereto, duly executed by authorized representatives of Sellers (the “Assignment and Assumption Agreement”); (d) resignations of all officers and directors of the Companies and the Subsidianes, as well as resignations of all authorized signatories on bank accounts to the extent requested by Purchaser; (e) a certificate dated as of the Closing Date executed by each Secretary of each of the Sellers certifying (i) as to the matters set forth in Sections 7.02(a), 7.02(b), and 7.02(d); (ii) the Corporate Documents of the Companies and the Subsidiaries; (iii) the amount of the Indebtedness on the books of the Companies or their respective Subsidiaries on the Closing Date (iv) resolutions duly adopted by the Boards of Directors of the Sellers and the Companies and the shareholders of SGS Canada approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that such resolutions have not been amended and remain in full force and effect; and (v) as to the incumbency of the authorized representative of Sellers who is a signatory to this Agreement. (f) copies of any consents, waivers and approvals obtained under this Agreement as of the Closing Date, provided that only the Required Consents must be delivered at Closing, unless waived at Closing by Purchaser; (g) a transition services agreement under which Sellers will provide transition services to Purchaser after the Closing Date in form and substance reasonably satisfactory to Purchaser and Sellers, to be negotiated in good faith by Purchaser and Sellers between execution of this Agreement and the Closing Date (“Transition Services Agreement”), duly executed by authorized representatives of Alcoa; (h) an affidavit, under penalties of perjury, stating that the Sellers are not and have not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulation §1.897-2(h), so that Purchaser is exempt from withholding any portion of the Purchaser Price; (i) an opinion from Xxxx X. Xxxxx, Assistant General Counsel to Alcoa, dated the Closing Date, substantially in the form of Exhibit "H"B attached hereto; (j) a purchase order under which Alcoa’s Packaging Group will procure goods and services from SGS on terms mutually agreeable to Sellers and Purchaser; and I. execute and deliver to Purchaser (k) such other documents evidence of the performance of all covenants and satisfaction of all conditions required of Sellers and Purchased Business at or instruments (including, without limitation, transfer tax declarations) poor to Closing as Purchaser may be required under this Agreement, or as otherwise required by the Title Company or by Purchaser (using its reasonable opinion) to effectuate the Closingreasonably require.