Common use of The Buyer Closing Deliveries Clause in Contracts

The Buyer Closing Deliveries. The Buyer shall deliver, or caused to be delivered, the following at Closing: (a) The Purchase Price in immediately available federal funds to Escrow Agent’s account and instructions to Escrow Agent to release the amount of the Purchase Price, as increased or decreased by pro-rations and adjustments as provided in this Agreement, to the Seller; (b) An assignment and assumption of the Seller’s interest in the Tenant Leases (an “Assignment of Leases”) duly executed by the Buyer in substantially the form of Exhibit A attached hereto; (c) An assignment and assumption of the Operating Agreements, Equipment Leases and Bookings (an “Assignment of Contracts”) duly executed by the Buyer in substantially the form of Exhibit B attached hereto; (d) Any transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the Title Company and approved by the Seller and the Buyer and duly executed by the Buyer; (e) A certificate of Buyer that the representations and warranties of Buyer set forth in ARTICLE V are true and correct in all material respects as of the Closing Date, subject to changes occurring in accordance with this Agreement disclosed in such certificate; (f) A closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement; and (g) Any additional documents that the Seller or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement, including without limitation any requirements from the Buyer for the issuance of the Title Policy.

The Buyer Closing Deliveries. The Buyer shall deliver, or caused to be delivered, the following at Closing: (a) The Purchase Price in immediately available federal funds to Escrow Agent’s account and instructions to Escrow Agent to release the amount of the Purchase Price, as increased or decreased by pro-rations and adjustments as provided in this Agreement, to the Seller; (b) An assignment and assumption of the Seller’s interest in the Tenant Leases (an “Assignment of Leases”) duly executed by the Buyer in substantially the form of Exhibit A attached hereto; (c) An assignment and assumption of the Operating Agreements, Equipment Leases and Bookings (an “Assignment of Contracts”) duly executed by the Buyer in substantially the form of Exhibit B attached hereto; (d) Any transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, including without limitation the Real Estate Sales Validation Form in compliance with the provisions contained in Alabama Code Section 40-22-1, in each case, as - 30 - prepared by the Title Company and approved by the Seller and the Buyer and duly executed by the Buyer; (e) A certificate of Buyer that the representations and warranties of Buyer set forth in ARTICLE V are true and correct in all material respects as of the Closing Date, subject to changes occurring in accordance with this Agreement disclosed in such certificate; (f) A closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement; and (g) Any additional documents that the Seller or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement, including without limitation any requirements from the Buyer for the issuance of the Title Policy.

The Buyer Closing Deliveries. The Buyer shall deliver, or caused to be delivered, the following at Closing: (a) The Purchase Price in immediately available federal funds to Escrow Agent’s account and instructions to Escrow Agent to release the amount of the Purchase Price, as increased or decreased by pro-rations and adjustments as provided in this Agreement, to the Seller; (b) An assignment and assumption of the Seller’s interest in the Tenant Leases (an “Assignment of Leases”) duly executed by the Buyer in substantially the form of Exhibit A attached hereto; (c) An assignment and assumption of the Operating Agreements, Equipment Leases and Bookings (an “Assignment of Contracts”) duly executed by the Buyer in substantially the form of Exhibit B attached hereto; (d) Any transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, including without limitation the Real Estate Sales Validation Form in compliance with the provisions contained in Alabama Code Section 40-22-1, in each case, as prepared by the Title Company and approved by the Seller and the Buyer and duly executed by the Buyer; (e) A certificate of Buyer that the representations and warranties of Buyer set forth in ARTICLE V are true and correct in all material respects as of the Closing Date, subject to changes occurring in accordance with this Agreement disclosed in such certificate; (f) A closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement; and (g) Any additional documents that the Seller or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement, including without limitation any requirements from the Buyer for the issuance of the Title Policy.

The Buyer Closing Deliveries. The Buyer shall deliver, or caused to be delivered, deliver the following documents at Closing: (a) The Purchase Price in immediately available federal funds to Escrow Agent’s account and instructions to Escrow Agent to release the amount of the Purchase Price, as increased or decreased by pro-rations and adjustments as provided in this Agreement, with respect to the Seller;Asset: (bi) An an assignment and assumption of the Seller’s interest in the Tenant Leases (an “Assignment of Leases”) duly executed by the Buyer in substantially the form of Exhibit A attached hereto;; and (cii) An an assignment and assumption of the Operating Agreements, Equipment Leases and Bookings (an “Assignment of Contracts”) duly executed by the Buyer in substantially the form of Exhibit B attached hereto. (b) with respect to the transactions contemplated hereunder: (i) a duly executed and sworn officer’s certificate from the Buyer (or the general partner or managing member of the Buyer, where appropriate) certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (dii) Any an executed and acknowledged incumbency certificate from the Buyer (or the general partner or managing member of the Buyer, where appropriate) certifying the authority of the officers of the Buyer (or the general partner or managing member of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Seller at the Closing; (iii) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the Title Company and approved by the Seller and the Buyer and duly executed by the Buyer; (eiv) A certificate the Memorandum of Sale duly executed by the Buyer that the representations and warranties of Buyer set forth in ARTICLE V are true and correct in all material respects as of the Closing Date, subject to changes occurring in accordance with this Agreement disclosed in such certificateor its designee; (fv) A a closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement; (vi) a notice letter to each tenant of the Property under a Tenant Lease, if any, in compliance with the notice requirements of §92.105(b) of the Texas Property Code advising the tenant of: (a) the transfer of the Property; (b) the Purchaser’s assumption of any liability for refundable tenant deposits; and (c) the manner in which Rent is to be paid subsequent to the Closing Date; and (gvii) Any additional documents counterparts of any applicable statutory notices Seller is required to deliver to Buyer, and that Buyer is required to sign pursuant to applicable law, including, any notice pertaining to deed restrictions affecting the Seller or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement, including without limitation any requirements from the Buyer for the issuance of the Title PolicyProperty.

The Buyer Closing Deliveries. The Buyer shall deliver, or caused to be delivered, deliver the following documents at Closing: (a) The Purchase Price in immediately available federal funds to Escrow Agent’s account and instructions to Escrow Agent to release the amount of the Purchase Price, as increased or decreased by pro-rations and adjustments as provided in this Agreement, with respect to the Seller;Asset: (bi) An an assignment and assumption of the Seller’s interest in the Tenant Leases (an “Assignment of Leases”) duly executed by the Buyer in substantially the form of Exhibit A attached hereto; (cii) An an assignment and assumption of the Operating Agreements, Equipment Leases and Bookings (an “Assignment of Contracts”) duly executed by the Buyer in substantially the form of Exhibit B attached hereto; and (iii) a certificate of Buyer, substantially in the form of Exhibit J (the “Buyer’s Representation Certificate”) that the representations and warranties of Buyer set forth in Section 4.1 hereof are true and correct in all material respects as of the Closing Date, subject to changes occurring in accordance with this Agreement disclosed in such certificate. (b) with respect to the transactions contemplated hereunder: (i) a duly executed and sworn officer’s certificate from the Buyer (or the general partner or managing member of the Buyer, where appropriate) certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (dii) Any an executed and acknowledged incumbency certificate from the Buyer (or the general partner or managing member of the Buyer, where appropriate) certifying the authority of the officers of the Buyer (or the general partner or managing member of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Seller at the Closing; (iii) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the Title Company and approved by the Seller and the Buyer and duly executed by the Buyer; (eiv) A certificate of Buyer that the representations and warranties of Buyer set forth in ARTICLE V are true and correct in all material respects as an affidavit of the Closing DateBuyer regarding commercial real estate brokers, subject to changes occurring in accordance with this Agreement disclosed in such certificate;the form attached as Exhibit H hereto; and (fv) A a closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement; and (g) Any additional documents that the Seller or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement, including without limitation any requirements from the Buyer for the issuance of the Title Policy.

The Buyer Closing Deliveries. The Buyer shall deliver, or caused to be delivered, the following at Closing: (a) The Purchase Price in immediately available federal funds to Escrow Agent’s account and instructions to Escrow Agent to release the amount of the Purchase Price, as increased or decreased by pro-rations and adjustments as provided in this Agreement, to the Seller; (b) An assignment and assumption of the Seller’s interest in the Tenant Leases (an “Assignment of Leases”) duly executed by the Buyer in substantially the form of Exhibit A attached hereto; (c) An assignment and assumption of the Operating Agreements, Equipment Leases and Bookings (an “Assignment of Contracts”) duly executed by the Buyer in substantially the form of Exhibit B attached hereto; (d) An assignment and assumption agreement with respect to the assignment of the Hotel Lease, in a form reasonably acceptable to the Seller and the Buyer and the Title Company, duly executed by the Buyer; (e) An assignment and assumption agreement with respect to the assignment of the Parking Lease, in a form reasonably acceptable to the Seller and the Buyer, duly executed by the Buyer; (f) Any transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the Title Company and approved by the Seller and the Buyer and duly executed by the Buyer; (eg) A certificate of Buyer that the representations and warranties of Buyer set forth in ARTICLE V are true and correct in all material respects as of the Closing Date, subject to changes occurring in accordance with this Agreement disclosed in such certificate; (fh) A closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement; and (gi) Any additional documents that the Seller or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement, including without limitation any requirements from the Buyer for the issuance of the Title Policy.

The Buyer Closing Deliveries. The Buyer shall deliver, or caused to be delivered, deliver the following documents at Closing: (a) The Purchase Price in immediately available federal funds to Escrow Agent’s account and instructions to Escrow Agent to release the amount of the Purchase Price, as increased or decreased by pro-rations and adjustments as provided in this Agreement, with respect to the Seller;Asset: (bi) An an assignment and assumption of the Seller’s interest in the Tenant Leases (an “Assignment of Leases”) duly executed by the Buyer in substantially the form of Exhibit A attached hereto;; and (cii) An an assignment and assumption of the Operating Agreements, Equipment Leases and Bookings (an “Assignment of Contracts”) duly executed by the Buyer in substantially the form of Exhibit B attached hereto. (b) with respect to the transactions contemplated hereunder: (i) a duly executed and sworn officer’s certificate from the Buyer (or the general partner or managing member of the Buyer, where appropriate) certifying that the Buyer has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; (dii) Any an executed and acknowledged incumbency certificate from the Buyer (or the general partner or managing member of the Buyer, where appropriate) certifying the authority of the officers of the Buyer (or the general partner or managing member of the Buyer, where appropriate) to execute this Agreement and the other documents delivered by the Buyer to the Seller at the Closing; (iii) all transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the Title Company and approved by the Seller and the Buyer and duly executed by the Buyer; (eiv) A certificate the Memorandum of Sale duly executed by the Buyer that the representations and warranties of Buyer set forth in ARTICLE V are true and correct in all material respects as of the Closing Date, subject to changes occurring in accordance with this Agreement disclosed in such certificate;or its designee; and (fv) A a closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement; and (g) Any additional documents that the Seller or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement, including without limitation any requirements from the Buyer for the issuance of the Title Policy.

The Buyer Closing Deliveries. The Buyer shall deliver, or caused to be delivered, the following at Closing: (a) The Purchase Price in immediately available federal funds to Escrow Agent’s account and instructions to Escrow Agent to release the amount of the Purchase Price, as increased or decreased by pro-rations and adjustments as provided in this Agreement, to the Seller; (b) An act of sale (a “Deed”), in recordable form in the State and Parish in which the Land is located and which is reasonably acceptable to the Buyer and the Seller, duly executed by the Buyer before a notary and 2 witnesses conveying title in the Property to the Buyer; (c) An assignment and assumption of the Seller’s interest in the Tenant Leases (an “Assignment of Leases”) duly executed by the Buyer in substantially the form of Exhibit A attached hereto; (cd) An assignment and assumption of the Operating Agreements, Equipment Leases and Bookings (an “Assignment of Contracts”) duly executed by the Buyer in substantially the form of Exhibit B attached hereto; (de) Any transfer tax returns which are required by law and the regulations issued pursuant thereto in connection with the payment of all state or local real property transfer taxes that are payable or arise as a result of the consummation of the transactions contemplated by this Agreement, in each case, as prepared by the Title Company and approved by the Seller and the Buyer and duly executed by the Buyer; (ef) A certificate of Buyer that the representations and warranties of Buyer set forth in ARTICLE V are true and correct in all material respects as of the Closing Date, subject to changes occurring in accordance with this Agreement disclosed in such certificate; (fg) A closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement; and (gh) Any additional documents that the Seller or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement, including without limitation any requirements from the Buyer for the issuance of the Title Policy.