Common use of The Seller Closing Deliveries Clause in Contracts

The Seller Closing Deliveries. The Seller shall deliver, or cause to be delivered, the following documents at Closing: (a) A statutory warranty deed (or comparable deed) (a “Deed”), in recordable form in the State and County in which the Land is located and reasonably acceptable to the Buyer, duly executed and acknowledged by the Seller conveying title in the Property to the Buyer; (b) A xxxx of sale (a “Xxxx of Sale”) duly executed by the Seller in substantially the form of Exhibit C attached hereto, transferring the FF&E, Property and Equipment, Inventories, Retail Merchandise, Miscellaneous Personal Property to the Buyer; (c) An Assignment of Leases, duly executed by the Seller; (d) An Assignment of Contracts, duly executed by the Seller; (e) A general assignment of the Licenses and Permits and Intangible Property (the “Assignment of Intangibles”) duly executed by the Seller in substantially the form of Exhibit D attached hereto; (f) An affidavit that the Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in a form reasonably acceptable to the Buyer (the “FIRPTA”), together with any state specific equivalent of the FIRPTA; (g) A closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement, including, if applicable, a withholding tax to be withheld by the Escrow Agent from the proceeds of the sale due to the Seller and remitted to the Alabama Department of Revenue in compliance with Alabama Code Section 40-18-86 and, if applicable, the Seller will execute and deliver to the Escrow Agent all forms applicable under such Alabama Code Section or otherwise prescribed by the Alabama Department of Revenue; (h) All Books and Records, Licenses and Permits (to the extent assignable), and receipts relating to the ownership, operating and management of the Hotel; (i) The customary and reasonable title company affidavits and other documentation customarily required in the State or County in which the Land is located; (j) A certificate of Seller that the representations and warranties of Seller set forth in SECTION 4.1 and SECTION 4.2 hereof are true and correct in all material respects as of the Closing Date, subject to changes permitted in accordance with this Agreement and disclosed in such certificate; (k) Evidence of organization, existence and authority of the Seller to consummate the transactions contemplated hereunder, and the authority of any person executing documents on behalf of such entities reasonably satisfactory to the Buyer and the Title Company; (l) 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 Seller; (m) Certificates of title for any motorized vehicles owned and included in the Asset, duly endorsed by the Seller; and (n) Any additional documents that the Buyer or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement.

The Seller Closing Deliveries. The Seller shall deliver, or cause to be delivered, deliver the following documents at Closing: (a) A statutory with respect to the Asset: (i) a limited warranty deed (or comparable deed) (a “Deed”), ) in substantially the form of Exhibit C attached hereto and in recordable form in the State and County in which the Land is located and reasonably acceptable to the BuyerGeorgia, duly executed and acknowledged by the Seller, and if the legal description of the Land drawn from any new boundary line survey of the Land prepared by Buyer differs from the legal description contained on Schedule A hereto, then, if requested by the Buyer and in addition to the Deed, Seller conveying title shall execute and deliver a quitclaim deed in the Property to form of Exhibit L attached hereto based on the legal description drawn from the new survey of the Land prepared for Buyer; (bii) A xxxx a bxxx of sale (a “Xxxx Bxxx of Sale”) duly executed by the Seller in substantially the form of Exhibit C D attached hereto, transferring the FF&E, Property and Equipment, Inventories, Retail Merchandise, Books and Records, Miscellaneous Personal Property and Accounts Receivable to the Buyer; (ciii) An the Assignment of Leases, Leases duly executed by the Seller, together with a copies, and if available, originals of the Tenant Leases referred to in such assignment; (div) An the Assignment of Contracts, Contracts duly executed by the Seller, together with copies, and if available, originals of all contracts and agreements assigned thereby; (ev) A a general assignment of the Licenses and Permits and Intangible Property (the “Assignment of Intangibles”) duly executed by the Seller in substantially the form of Exhibit D E attached hereto; (fvi) An all keys and keycards in the Seller’s possession and security and access codes to the Property; (vii) an affidavit that the Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in a substantially the form reasonably acceptable to the Buyer of Exhibit F attached hereto (the “FIRPTA”), together with any state specific equivalent of the FIRPTA; (gviii) A a closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement, including, if applicable, a withholding tax to be withheld by the Escrow Agent from the proceeds of the sale due to the Seller and remitted to the Alabama Department of Revenue in compliance with Alabama Code Section 40-18-86 and, if applicable, the Seller will execute and deliver to the Escrow Agent all forms applicable under such Alabama Code Section or otherwise prescribed by the Alabama Department of Revenue; (hix) All all Books and Records, Licenses and Permits (to the extent assignable), Records and receipts in the Seller’s possession relating to the ownership, operating and management of the Hotel; (ix) The customary and reasonable the title company affidavits and other documentation customarily required documents referred to in the State or County in which the Land is locatedSection 8.4; (jxi) A evidence reasonably acceptable to the Title Company, to the extent required, of the termination of the Management Agreement; (xii) affidavits or certifications required to exempt Seller from the State of Georgia withholding tax, and the Georgia State withholding tax requirements on non-residents contained in O.C.G.A. §48-7-128 and the regulations promulgated thereunder, or if Seller is not exempt from such withholding tax requirements, Buyer shall be permitted to withhold from the Purchase Price paid to Seller such amounts as are required to be withheld pursuant to such statute and regulations, and Seller shall deliver to Buyer such standard form affidavits or certificates as are required to determine the amount to be withheld (all such affidavits or certificates delivered to Buyer pursuant to this subsection, the “Georgia Residency Affidavits”); (xiii) an affidavit of the Seller regarding commercial real estate brokers, in the form of Exhibit H attached hereto; and (xiv) a certificate of Seller substantially in the form of Exhibit K (“Seller’s Representation Certificate”) that the representations and warranties of Seller set forth in SECTION 4.1 Sections 3.1 and SECTION 4.2 3.2 hereof are true and correct in all material respects as of the Closing Date, Date subject to changes permitted occurring in accordance with this Agreement and disclosed in such certificate. (b) with respect to the transactions contemplated hereunder: (i) a duly executed and sworn officer’s certificate from the general partner of the Seller certifying that the Seller 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; (kii) Evidence an executed and acknowledged incumbency certificate from the general partner of organization, existence and the Seller certifying the authority of the officers of the general partner of the Seller to consummate the transactions contemplated hereunder, execute this Agreement and the authority of any person executing other documents on behalf of such entities reasonably satisfactory delivered by the Seller to the Buyer and at the Title CompanyClosing; (liii) Any intentionally omitted (iv) 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 required 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 Seller; (m) Certificates of title for any motorized vehicles owned and included in the Asset, duly endorsed by the Seller; and (n) Any additional documents that the Buyer or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement.

The Seller Closing Deliveries. The Seller shall deliver, or cause to be delivered, the following documents at Closing: (a) A statutory warranty deed (or comparable deed) (a “Deed”)An assignment and assumption agreement with respect to the assignment of the Hotel Lease, in recordable a form in the State and County in which the Land is located and reasonably acceptable to the Seller and the Buyer and the Title Company, duly executed by the Seller; (b) 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 and acknowledged by the Seller conveying title in the Property to the BuyerSeller; (bc) A xxxx of sale (a “Xxxx of Sale”) duly executed by the Seller in substantially the form of Exhibit C attached hereto, transferring the FF&E, Property and Equipment, Inventories, Retail Merchandise, Miscellaneous Personal Property to the Buyer; (cd) An Assignment of Leases, duly executed by the Seller; (de) An Assignment of Contracts, duly executed by the Seller; (ef) A general assignment of the Licenses and Permits and Intangible Property (the “Assignment of Intangibles”) duly executed by the Seller in substantially the form of Exhibit D attached hereto; (fg) An affidavit that the Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in a form reasonably acceptable to the Buyer (the “FIRPTA”), together with any state specific equivalent of the FIRPTA; (gh) A closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement, including, if applicable, a withholding tax to be withheld by the Escrow Agent from the proceeds of the sale due to the Seller and remitted to the Alabama Department of Revenue in compliance with Alabama Code Section 40-18-86 and, if applicable, the Seller will execute and deliver to the Escrow Agent all forms applicable under such Alabama Code Section or otherwise prescribed by the Alabama Department of Revenue; (hi) All Books and Records, Licenses and Permits (to the extent assignable), and receipts relating to the ownership, operating and management of the Hotel; (ij) The customary and reasonable title company affidavits and other documentation customarily required in the State or County in which the Land is located; (jk) A certificate of Seller that the representations and warranties of Seller set forth in SECTION 4.1 and SECTION 4.2 hereof are true and correct in all material respects as of the Closing Date, subject to changes permitted in accordance with this Agreement and disclosed in such certificate; (kl) Evidence of organization, existence and authority of the Seller to consummate the transactions contemplated hereunder, and the authority of any person executing documents on behalf of such entities reasonably satisfactory to the Buyer and the Title Company; (lm) 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 Seller; (mn) Certificates of title for any motorized vehicles owned and included in the Asset, duly endorsed by the Seller; and (no) Any additional documents that the Buyer or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement.

The Seller Closing Deliveries. The Seller shall deliver, or cause to be delivered, the following documents at Closing: (a) A statutory limited warranty deed (or comparable deed) (a “Deed”), in recordable form in the State and County in which the Land is located and reasonably acceptable to the Buyerlocated, duly executed and acknowledged by the Seller conveying fee simple title in the Property to the Buyer; (b) A xxxx of sale (a “Xxxx of Sale”) duly executed by the Seller in substantially the form of Exhibit C attached hereto, transferring the FF&E, Property and Equipment, Inventories, Retail Merchandise, Miscellaneous Personal Property to the Buyer; (c) An Assignment of Leases, duly executed by the Seller; (d) An Assignment of Contracts, duly executed by the Seller; (e) A general assignment of the Licenses and Permits and Intangible Property (the “Assignment of Intangibles”) duly executed by the Seller in substantially the form of Exhibit D attached hereto; (f) An affidavit that the Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in a form reasonably acceptable to the Buyer (the “FIRPTA”), together with any state specific equivalent of the FIRPTA; (g) To the extent required, an Affidavit of the Seller’s Residence or Gain and a completed G-2RP, as necessary and required to calculate any withholding tax due in connection with the conveyance of the Asset; (h) A completed Form PT-61 with respect to the Deed; (i) A closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement, including, if applicable, a withholding tax to be withheld by the Escrow Agent from the proceeds of the sale due to the Seller and remitted to the Alabama Department of Revenue in compliance with Alabama Code Section 40-18-86 and, if applicable, the Seller will execute and deliver to the Escrow Agent all forms applicable under such Alabama Code Section or otherwise prescribed by the Alabama Department of Revenue; (hj) All Books and Records, Licenses and Permits (to the extent assignable), and receipts relating to the ownership, operating and management of the Hotel; (ik) The customary and reasonable title company affidavits and other documentation customarily required in the State or County in which the Land is located; (jl) A certificate of Seller that the representations and warranties of Seller set forth in SECTION 4.1 and SECTION 4.2 hereof are true and correct in all material respects as of the Closing Date, subject to changes permitted in accordance with this Agreement and disclosed in such certificate; (km) Evidence of organization, existence and authority of the Seller to consummate the transactions contemplated hereunder, and the authority of any person executing documents on behalf of such entities reasonably satisfactory to the Buyer and the Title Company; (ln) 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 Seller; (mo) Certificates of title for any motorized vehicles owned and included in the Asset, duly endorsed by the Seller; and (np) Any additional documents that the Buyer or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement.

The Seller Closing Deliveries. The Seller shall deliver, or cause to be delivered, deliver the following documents at Closing: (a) A statutory with respect to the Asset: (i) a special warranty deed (or comparable deed) (a “Deed”), ) in substantially the form of Exhibit C attached hereto and in recordable form in the State and County in which the Land is located and reasonably acceptable to the BuyerTexas, duly executed and acknowledged by the Seller conveying title in the Property to the BuyerSeller; (bii) A xxxx a bxxx of sale (a “Xxxx Bxxx of Sale”) duly executed by the Seller in substantially the form of Exhibit C D attached hereto, transferring the FF&E, Property and Equipment, Inventories, Retail Merchandise, Books and Records, Miscellaneous Personal Property and Accounts Receivable to the Buyer; (ciii) An the Assignment of Leases, Leases duly executed by the Seller, together with a copies, and if available, originals of the Tenant Leases referred to in such assignment; (div) An the Assignment of Contracts, Contracts duly executed by the Seller, together with copies, and if available, originals of all contracts and agreements assigned thereby; (ev) A a general assignment of the Licenses and Permits and Intangible Property (the “Assignment of Intangibles”) duly executed by the Seller in substantially the form of Exhibit D E attached hereto; (fvi) An all keys and keycards in the Seller’s possession and security and access codes to the Property; (vii) an affidavit that the Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in a substantially the form reasonably acceptable to the Buyer of Exhibit F attached hereto (the “FIRPTA”), together with any state specific equivalent of the FIRPTA; (gviii) A a closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement, including, if applicable, a withholding tax to be withheld by the Escrow Agent from the proceeds of the sale due to the Seller and remitted to the Alabama Department of Revenue in compliance with Alabama Code Section 40-18-86 and, if applicable, the Seller will execute and deliver to the Escrow Agent all forms applicable under such Alabama Code Section or otherwise prescribed by the Alabama Department of Revenue; (hix) All all Books and Records, Licenses and Permits (to the extent assignable), Records and receipts in the Seller’s possession relating to the ownership, operating and management of the Hotel; (x) the title affidavits and documents referred to in Section 8.4; and (xi) evidence reasonably acceptable to the Title Company, to the extent required, of the termination of the Management Agreement. (b) with respect to the transactions contemplated hereunder: (i) The customary a duly executed and reasonable title company affidavits sworn officer’s certificate from the general partner of the Seller certifying that the Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and other documentation customarily required in the State consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or County in which the Land is locatedamended; (jii) A an executed and acknowledged incumbency certificate of Seller that from the representations and warranties of Seller set forth in SECTION 4.1 and SECTION 4.2 hereof are true and correct in all material respects as general partner of the Closing Date, subject to changes permitted in accordance with this Agreement and disclosed in such certificate; (k) Evidence Seller certifying the authority of organization, existence and authority the officers of the general partner of the Seller to consummate the transactions contemplated hereunder, execute this Agreement and the authority of any person executing other documents on behalf of such entities reasonably satisfactory delivered by the Seller to the Buyer and at the Title CompanyClosing; (liii) Any the Memorandum of Sale duly executed by MeriStar SPE Leasing LLC; and (iv) 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 required 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 Seller; (m) Certificates of title for any motorized vehicles owned and included in the Asset, duly endorsed by the Seller; and (n) Any additional documents that the Buyer or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement.

The Seller Closing Deliveries. The Seller shall deliver, or cause to be delivered, the following documents at Closing: (a) A statutory special warranty deed (or comparable deed) (a “Deed”), in recordable form in the State and County in which the Land is located and reasonably acceptable to the Buyer, duly executed and acknowledged by the Seller conveying title in the Property to the Buyer; (b) A xxxx of sale (a “Xxxx of Sale”) duly executed by the Seller in substantially the form of Exhibit C attached hereto, transferring the FF&E, Property and Equipment, Inventories, Retail Merchandise, Miscellaneous Personal Property to the Buyer; (c) An Assignment of Leases, duly executed by the Seller; (d) An Assignment of Contracts, duly executed by the Seller; (e) A general assignment of the Licenses and Permits and Intangible Property (the “Assignment of Intangibles”) duly executed by the Seller in substantially the form of Exhibit D attached hereto; (f) An affidavit that the Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in a form reasonably acceptable to the Buyer (the “FIRPTA”), together with any state specific equivalent of the FIRPTA; (g) A closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement, including, if applicable, a withholding tax to be withheld by the Escrow Agent from the proceeds of the sale due to the Seller and remitted to the Alabama Department of Revenue in compliance with Alabama Code Section 40-18-86 and, if applicable, the Seller will execute and deliver to the Escrow Agent all forms applicable under such Alabama Code Section or otherwise prescribed by the Alabama Department of Revenue; (h) All Books and Records, Licenses and Permits (to the extent assignable), and receipts relating to the ownership, operating and management of the Hotel; (i) The customary and reasonable title company affidavits and other documentation customarily required in the State or County in which the Land is located; (j) A certificate of Seller that the representations and warranties of Seller set forth in SECTION 4.1 and SECTION 4.2 hereof are true and correct in all material respects as of the Closing Date, subject to changes permitted in accordance with this Agreement and disclosed in such certificate; (k) Evidence of organization, existence and authority of the Seller to consummate the transactions contemplated hereunder, and the authority of any person executing documents on behalf of such entities reasonably satisfactory to the Buyer and the Title Company; (l) 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 Seller; (m) Certificates of title for any motorized vehicles owned and included in the Asset, duly endorsed by the Seller; and (n) Any additional documents that the Buyer or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement.

The Seller Closing Deliveries. The Seller shall deliver, or cause to be delivered, deliver the following documents at Closing: (a) A statutory with respect to the Asset: (i) a special warranty deed (or comparable deed) (a “Deed”), ) in substantially the form of Exhibit C attached hereto and in recordable form in the State and County in which the Land is located and reasonably acceptable to the BuyerTexas, duly executed and acknowledged by the Seller conveying title in the Property to the BuyerSeller; (bii) A xxxx a bxxx of sale (a “Xxxx Bxxx of Sale”) duly executed by the Seller in substantially the form of Exhibit C D attached hereto, transferring the FF&E, Property and Equipment, Inventories, Retail Merchandise, Books and Records, Miscellaneous Personal Property and Accounts Receivable to the Buyer; (ciii) An the Assignment of Leases, Leases duly executed by the Seller, together with a copies, and if available, originals of the Tenant Leases referred to in such assignment; (div) An the Assignment of Contracts, Contracts duly executed by the Seller, together with copies, and if available, originals of all contracts and agreements assigned thereby; (ev) A a general assignment of the Licenses and Permits and Intangible Property (the “Assignment of Intangibles”) duly executed by the Seller in substantially the form of Exhibit D E attached hereto; (fvi) An all keys and keycards in the Seller’s possession and security and access codes to the Property; (vii) an affidavit that the Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in a substantially the form reasonably acceptable to the Buyer of Exhibit F attached hereto (the “FIRPTA”), together with any state specific equivalent of the FIRPTA; (gviii) A a closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement, including, if applicable, a withholding tax to be withheld by the Escrow Agent from the proceeds of the sale due to the Seller and remitted to the Alabama Department of Revenue in compliance with Alabama Code Section 40-18-86 and, if applicable, the Seller will execute and deliver to the Escrow Agent all forms applicable under such Alabama Code Section or otherwise prescribed by the Alabama Department of Revenue; (hix) All all Books and Records, Licenses and Permits (to the extent assignable), Records and receipts in the Seller’s possession relating to the ownership, operating and management of the Hotel; (x) the title affidavits and documents referred to in Section 8.4; and (xi) evidence reasonably acceptable to the Title Company, to the extent required, of the termination of the Management Agreement. (b) with respect to the transactions contemplated hereunder: (i) The customary a duly executed and reasonable title company affidavits sworn officer’s certificate from the general partner of the Seller certifying that the Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and other documentation customarily required in the State consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or County in which the Land is locatedamended; (jii) A an executed and acknowledged incumbency certificate of Seller that from the representations and warranties of Seller set forth in SECTION 4.1 and SECTION 4.2 hereof are true and correct in all material respects as general partner of the Closing Date, subject to changes permitted in accordance with this Agreement and disclosed in such certificate; (k) Evidence Seller certifying the authority of organization, existence and authority the officers of the general partner of the Seller to consummate the transactions contemplated hereunder, execute this Agreement and the authority of any person executing other documents on behalf of such entities reasonably satisfactory delivered by the Seller to the Buyer and at the Title CompanyClosing; (liii) Any the Memorandum of Sale duly executed by MeriStar SPE Leasing LLC; (iv) 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 required 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 Seller; (m) Certificates of title for any motorized vehicles owned and included in the Asset, duly endorsed by the Seller; and (nv) Any additional documents that the Buyer or the Title Company may reasonably require for the proper consummation a notice letter to each tenant of the transactions contemplated by this AgreementProperty 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. (vi) any applicable statutory notices Seller is required to deliver to Buyer, and that Seller is required to sign pursuant to applicable law, including, any notice pertaining to deed restrictions affecting the Property.

The Seller Closing Deliveries. The Seller shall deliver, or cause to be delivered, the following documents at Closing: (a) A statutory warranty deed (or comparable deed) (a “The Deed”), in recordable form in the State and County Parish in which the Land is located and reasonably acceptable to the Buyerlocated, duly executed and acknowledged by the Seller before a notary and 2 witnesses conveying title in the Property to the Buyer; (b) A xxxx of sale (a “Xxxx of Sale”) duly executed by the Seller in substantially the form of Exhibit C attached hereto, transferring the FF&E, Property and Equipment, Inventories, Retail Merchandise, Miscellaneous Personal Property to the Buyer; (c) An Assignment of Leases, duly executed by the Seller; (d) An Assignment of Contracts, duly executed by the Seller; (e) A general assignment of the Licenses and Permits and Intangible Property (the “Assignment of Intangibles”) duly executed by the Seller in substantially the form of Exhibit D attached hereto; (f) An affidavit that the Seller is not a “foreign person” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, in a form reasonably acceptable to the Buyer (the “FIRPTA”), together with any state specific equivalent of the FIRPTA; (g) A closing statement prepared and approved by the Seller and the Buyer, consistent with the terms of this Agreement, including, if applicable, a withholding tax to be withheld by the Escrow Agent from the proceeds of the sale due to the Seller and remitted to the Alabama Department of Revenue in compliance with Alabama Code Section 40-18-86 and, if applicable, the Seller will execute and deliver to the Escrow Agent all forms applicable under such Alabama Code Section or otherwise prescribed by the Alabama Department of Revenue; (h) All Books and Records, Licenses and Permits (to the extent assignable), and receipts relating to the ownership, operating and management of the Hotel; (i) The customary and reasonable title company affidavits and other documentation customarily required in the State or County Parish in which the Land is located; (j) A certificate of Seller that the representations and warranties of Seller set forth in SECTION 4.1 and SECTION 4.2 hereof are true and correct in all material respects as of the Closing Date, subject to changes permitted in accordance with this Agreement and disclosed in such certificate; (k) Evidence of organization, existence and authority of the Seller to consummate the transactions contemplated hereunder, and the authority of any person executing documents on behalf of such entities reasonably satisfactory to the Buyer and the Title Company; (l) 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 Seller; (m) Certificates of title for any motorized vehicles owned and included in the Asset, duly endorsed by the Seller; and (n) Any additional documents that the Buyer or the Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement.