Common use of The Transfer Documents Clause in Contracts

The Transfer Documents. For each individual Property: (a) The Real Property will be conveyed by a special warranty deed in substantially the form attached hereto as Exhibit B (the “Deed”). The Personalty will be conveyed by a xxxx of sale in substantially the form attached as Exhibit C (the “Xxxx of Sale”). The Lease will be assigned by an assignment and assumption of lease in substantially the form attached as Exhibit D (the “Assignment of Lease”). The Permits, Warranties, Property Documents and Intangibles will be assigned by an assignment agreement in substantially the form attached as Exhibit E (the “Assignment Agreement”). The Parties will supplement the foregoing with such additional documents, if any, as may reasonably be required to properly convey specific items of the Property. If the transfer of any Warranties requires the approval of the applicable warrantor or the satisfaction of any other conditions to such transfer, Seller will obtain such approvals and satisfy all such conditions by the Closing Date. The Deed, Xxxx of Sale, Assignment of Lease, Assignment Agreement, and the other closing documents required under this Agreement or otherwise delivered by the Parties at Closing for each Property are collectively referred to as the “Transfer Documents”. Seller and Buyer will deposit duly executed and (as appropriate) acknowledged originals of each of the Transfer Documents with Escrow Agent not later than one (1) business day prior to the Closing Date. (b) If Seller holds any transferable contracts or agreements relating to the upkeep, repair, maintenance, management or operation of a Property (“Operating Contracts”), Seller will provide copies thereof to Buyer as a part of Seller’s Diligence Materials. Buyer may elect, by written notice given to Seller prior to the end of the Study Period, to take an assignment of any or all of the Operating Contracts. If Buyer so elects, the Parties will execute and include in the applicable Transfer Documents an assignment agreement appropriate to effect such assignment, and any payments due under the assigned Operating Contracts will be equitably prorated as of the Closing Date. Seller will terminate, effective as of the Closing Date and at Seller’s sole expense, any Operating Contracts for a Property that are not so expressly assigned to Buyer. (c) If Buyer gives Seller notice within ten (10) days after the Opening of Escrow that Buyer desires to obtain a subordination, non-disturbance and attornment agreement ("SNDA") from Tenant as to one or more Properties, Seller will request (pursuant to the applicable provisions of the Lease, if any) and use commercially reasonable efforts to obtain a SNDA from Tenant, either on the form specified in such Lease or, if none, on Buyer’s preferred form delivered to Seller with Buyer’s request notice; provided, that unless Tenant is required by the terms of the applicable Lease to deliver a SNDA, the receipt of the SNDA by Buyer will not be a condition to Closing.

The Transfer Documents. For each individual Property: (a) The Real Property will be conveyed by a special warranty deed an Assignment and Assumption of Ground Lease in substantially the form attached hereto as Exhibit B (the “DeedGround Lease Assignment”)) subject to the Permitted Title Exceptions. The Personalty will be conveyed by a xxxx of sale in substantially the form attached as Exhibit C (the “Xxxx of Sale”). The Lease will be assigned by an assignment and assumption of lease in substantially the form attached as Exhibit D (the “Assignment of Lease”). The Permits, Warranties, Property Documents and Intangibles will be assigned by an assignment agreement in substantially the form attached as Exhibit E (the “Assignment Agreement”). The Parties will supplement the foregoing with such additional documents, if any, as may reasonably be required to properly convey specific items of the Property. If the transfer of any Warranties requires the approval of the applicable warrantor or the satisfaction of any other conditions to such transfer, Seller will use its best efforts to obtain such approvals and satisfy all such conditions by the Closing Date, provided such approvals shall not be a condition to Closing. The DeedGround Lease Assignment, Xxxx of Sale, Assignment of Lease, Assignment Agreement, and the other closing documents required under this Agreement or otherwise delivered by the Parties at Closing for each Property are collectively referred to as the “Transfer Documents”. Seller and Buyer will deposit duly executed and (as appropriate) acknowledged originals of each of the Transfer Documents with Escrow Agent not later than one (1) business day prior to the Closing Date. (b) If Seller holds any transferable contracts or agreements relating to the upkeep, repair, maintenance, management or operation of a the Property (“Operating Contracts”), Seller will provide copies thereof to Buyer as a part of Seller’s Diligence Materials. Buyer may elect, by written notice given to Seller prior to the end of the Study Period, to take an assignment of any or all of the Operating Contracts. If Buyer so elects, the Parties will execute and include in the applicable Transfer Documents an assignment agreement appropriate to effect such assignment, and any payments due under the assigned Operating Contracts will be equitably prorated as of the Closing Date. Seller will terminate, terminate effective as of the Closing Date and at Seller’s sole expense, any Operating Contracts for a Property that are not so expressly assigned to Buyer. Notwithstanding the foregoing, at Closing, Seller shall assign and Buyer shall assume all of Seller’s obligations, if any, under that certain Commission Agreement by and between Triad Properties Holdings, LLC, (as assumed by Seller) as Owner, and Capio Management Group, Inc. dated September 27, 2011 (the “Lease Commission Agreement”). (c) If Buyer gives Seller notice within ten (10) days after the Opening of Escrow Effective Date that Buyer desires to obtain a subordination, non-disturbance and attornment agreement ("“SNDA"”) from Tenant as to one or more PropertiesTenant, Seller will request (pursuant to the applicable provisions of the Lease, if any) and use commercially reasonable efforts to obtain a SNDA from Tenant, either on the form specified in such the Lease or, if none, on Buyer’s preferred form delivered to Seller with Buyer’s request notice; notice (provided, that unless Tenant is required by the form of such SNDA shall comply with all terms and provisions of the applicable Lease to deliver a regarding the form of such SNDA, ); provided that the receipt of the SNDA by Buyer will not be a condition to Closing.

The Transfer Documents. For each individual Property: (a) The Real Property will be conveyed by a special limited warranty deed in substantially the form attached hereto as Exhibit B (the “Deed”). The Personalty will be conveyed by a xxxx of sale in substantially the form attached as Exhibit C (the “Xxxx of Sale”). The Lease Leases will be assigned by an assignment and assumption of lease in substantially the form attached as Exhibit D (the “Assignment of LeaseLeases”). The Permits, Warranties, Property Documents and Intangibles will be assigned by an assignment agreement in substantially the form attached as Exhibit E (the “Assignment Agreement”). The Parties will supplement the foregoing with such additional documents, if any, as may reasonably be required to properly convey specific items of the Property. If the transfer of any Warranties requires the approval of the applicable warrantor or the satisfaction of any other conditions to such transfer, Seller will obtain such approvals and satisfy all such conditions by the Closing Date. The Deed, Xxxx of Sale, Assignment of LeaseLeases, Assignment Agreement, and the other closing documents required under this Agreement or otherwise delivered by the Parties at Closing for each Property are collectively referred to as the “Transfer Documents”. Seller and Buyer will deposit duly executed and (as appropriate) acknowledged originals of each of the Transfer Documents with Escrow Agent not later than one (1) business day prior to the Closing Date. (b) If Seller holds any transferable contracts or agreements relating to the upkeep, repair, maintenance, management or operation of a Property (“Operating Contracts”), Seller will provide copies thereof to Buyer as a part of Seller’s Diligence Materials. Buyer may elect, by written notice given to Seller prior to the end of the Study Period, to take an assignment of any or all of the Operating Contracts. If Buyer so elects, the Parties will execute and include in the applicable Transfer Documents an assignment agreement appropriate to effect such assignment, and any payments due under the assigned Operating Contracts will be equitably prorated as of the Closing Date. Seller will terminate, effective as of the Closing Date and at Seller’s sole expense, any Operating Contracts for a Property that are not so expressly assigned to Buyer. (c) If Buyer gives Seller notice within ten (10) days after the Opening of Escrow that Buyer desires to obtain a subordination, non-disturbance and attornment agreement ("SNDA") from Tenant as to one or more PropertiesTenant, Seller will request (pursuant to the applicable provisions of the LeaseLeases, if any) Tenant to execute an SNDA. For avoidance of doubt, Seller’s only obligations with respect to any SNDA is to request the same from Tenant and use commercially reasonable efforts to obtain a SNDA from Tenant, either on the form specified in such Lease or, if none, on Buyer’s preferred form delivered to Seller with Buyer’s request notice; provided, that unless Tenant is required by the terms of the applicable Lease to deliver a SNDA, the receipt of the SNDA by Buyer will not be a condition to Closing.

The Transfer Documents. For each individual Property: (a) The Real Property will be conveyed by a special warranty covenant deed in substantially the form attached hereto as Exhibit B (the “Deed”). The Personalty will be conveyed by a xxxx of sale in substantially the form attached as Exhibit C (the “Xxxx of Sale”). The Lease will be assigned by an assignment and assumption of lease in substantially the form attached as Exhibit D (the “Assignment of Lease”). The Permits, Warranties, Property Documents and Intangibles will be assigned by an assignment agreement in substantially the form attached as Exhibit E (the “Assignment Agreement”). The Parties will supplement the foregoing with such additional documents, if any, as may reasonably be required to properly convey specific items of the Property. If the transfer of any Warranties requires the approval of the applicable warrantor or the satisfaction of any other conditions to such transfer, Seller will obtain such approvals and satisfy all such conditions by the Closing Date. The Deed, Xxxx of Sale, Assignment of Lease, Assignment Agreement, and the other closing documents required under this Agreement or otherwise delivered by the Parties at Closing for each Property are collectively referred to as the “Transfer Documents”. Seller and Buyer will deposit duly executed and (as appropriate) acknowledged originals of each of the Transfer Documents with Escrow Agent not later than one (1) business day prior to the Closing Date. (b) If Seller holds any transferable contracts or agreements relating to the upkeep, repair, maintenance, management or operation of a the Property (“Operating Contracts”), Seller will provide copies thereof to Buyer as a part of Seller’s Diligence Materials. Buyer may elect, by written notice given to Seller prior to the end of the Study Period, to take an assignment of any or all of the Operating Contracts. If Buyer so elects, the Parties will execute and include in the applicable Transfer Documents an assignment agreement reasonably appropriate to effect such assignment, and any payments due under the assigned Operating Contracts will be equitably prorated as of the Closing Date. Seller will terminate, effective as of the Closing Date and at Seller’s sole expense, any Operating Contracts for a Property that are not so expressly assigned to Buyer. (c) If Buyer gives Seller notice within ten (10) days after the Opening of Escrow that Buyer desires to obtain a subordination, non-disturbance and attornment agreement ("SNDA") from Tenant as to one or more PropertiesTenant, Seller will request (pursuant to the applicable provisions of the Lease, if any) and use commercially reasonable efforts to obtain a SNDA from Tenant, either on the form specified in such the Lease or, if none, on Buyer’s preferred form delivered to Seller with Buyer’s request notice; provided, that unless Tenant is required by the terms of the applicable Lease to deliver a SNDA, the receipt of the SNDA by Buyer will not be a condition to Closing.

The Transfer Documents. For each individual Property: (a) The Real Property will Personalty shall be conveyed transferred by a special warranty deed in substantially that certain xxxx of sale from Seller to Buyer, the agreed upon form of which is attached hereto as Exhibit B (the “Deed”). The Personalty will be conveyed by a xxxx of sale in substantially the form attached as Exhibit C (the “Xxxx of Sale”). The ; the Lease will shall be assigned transferred by an that certain assignment and assumption of lease in substantially lease, the agreed upon form of which is attached hereto as Exhibit D C (the “Assignment of Lease”). The ; the Permits, Warranties, Property Documents Contracts and Intangibles will Service Contracts shall be assigned transferred by an that certain assignment agreement in substantially and assumption agreement, the agreed upon form of which is attached hereto as Exhibit E D (the “Assignment Agreement”); and the Real Property, the Building and the Improvements shall be transferred and conveyed by execution and delivery of Seller’s special warranty deed subject only to the Permitted Exceptions (as hereinafter defined), the agreed upon form of which special warranty deed is attached hereto as Exhibit E (the “Deed”). The Parties will supplement Xxxx of Sale, the foregoing with such additional documentsAssignment of Lease, if anythe Assignment Agreement and the Deed are hereinafter collectively referred to as the “Transfer Documents”. Notwithstanding the foregoing, as may reasonably be required to properly convey specific items of in the Property. If the event any Warranty transfer of any Warranties requires the approval of the applicable warrantor or the and/or satisfaction of any other conditions to such transfer, Seller will obtain such approvals and satisfy all such conditions by the Closing Date. The Deed, Xxxx of Sale, Assignment of Lease, Assignment Agreement, and the other closing documents required under this Agreement or otherwise delivered by the Parties at Closing for each Property are collectively referred to as the “Transfer Documents”. Seller and Buyer will deposit duly executed and (as appropriate) acknowledged originals of each of the Transfer Documents with Escrow Agent not later than one (1) business day prior to the Closing Date. (b) If Seller holds any transferable contracts or agreements relating to the upkeep, repair, maintenance, management or operation of a Property (“Operating Contracts”), Seller will provide copies thereof to Buyer as a part of Seller’s Diligence Materials. Buyer may elect, by written notice given to Seller prior to the end of the Study Period, to take an assignment of any or all of the Operating Contracts. If Buyer so elects, the Parties will execute and include in the applicable Transfer Documents an assignment agreement appropriate to effect such assignment, and any payments due under the assigned Operating Contracts will be equitably prorated as of the Closing Date. Seller will terminate, effective as of the Closing Date and at Seller’s sole expense, any Operating Contracts for a Property that are not so expressly assigned to Buyer. (c) If Buyer gives Seller notice within ten (10) days after the Opening of Escrow that Buyer desires to obtain a subordination, non-disturbance and attornment agreement ("SNDA") from Tenant as to one or more Properties, Seller will request (pursuant to the applicable provisions of the Lease, if any) and shall use commercially reasonable efforts to obtain a SNDA from Tenantsuch approval, either on the form specified in and satisfy all such Lease orconditions prior to XXX, if noneincluding, on but not limited to arranging any required inspections, all at Buyer’s preferred form delivered to Seller with Buyer’s request notice; provided, that unless Tenant is required by the terms of the applicable Lease to deliver a SNDA, the receipt of the SNDA sole cost and expense payable by Buyer will at XXX. It shall not be a condition precedent to ClosingBuyer’s obligation to proceed to XXX that the transfer of any Warranties occurs prior to XXX, and Buyer may continue to pursue the transfer of any Warranties not transferred at XXX after XXX.

The Transfer Documents. For each individual Property: (a) The Real Property will Personalty shall be conveyed transferred by a special warranty deed in substantially that certain xxxx of sale from Seller to Buyer, the agreed upon form of which is attached hereto as Exhibit B (the “Deed”). The Personalty will be conveyed by a xxxx of sale in substantially the form attached as Exhibit C (the “Xxxx of Sale”). The ; the Lease will shall be assigned transferred by an that certain assignment and assumption of lease in substantially and guaranty, the agreed upon form of which is attached hereto as Exhibit D C (the “Assignment of Lease”). The ; the Permits, WarrantiesWarranties and Contracts shall be transferred by that certain assignment and assumption agreement, Property Documents and Intangibles will be assigned by an assignment agreement in substantially the agreed upon form of which is attached hereto as Exhibit E D (the “Assignment Agreement”); and the Real Property, the Building and the Improvements shall be transferred and conveyed by execution and delivery of Seller’s special warranty deed, the agreed upon form of which is attached hereto as Exhibit E (the “Deed”). The Parties will supplement Xxxx of Sale, the foregoing with such additional documentsAssignment of Lease, if anythe Assignment Agreement and the Deed are hereinafter collectively referred to as the “Transfer Documents”. Notwithstanding the foregoing, as may reasonably be required to properly convey specific items in the event any Warranty transfer (other than a transfer of the Property. If Warranty relating to the transfer of any Warranties roof) requires the approval of the applicable warrantor or the and/or satisfaction of any other conditions to such transfer, Seller will shall use reasonable efforts to obtain such approvals approval and satisfy all such conditions by the Closing Date. The Deed, Xxxx of Sale, Assignment of Lease, Assignment Agreementno later than XXX (as defined below) at no cost to Seller, and provided that failure to deliver such approvals or satisfy such conditions shall not be a default by Seller hereunder or a condition to Purchaser’s obligations hereunder. With respect to the other closing documents required under this Agreement or otherwise delivered by the Parties at Closing for each Property are collectively referred to as the “Transfer Documents”. Seller and Buyer will deposit duly executed and (as appropriate) acknowledged originals of each transfer of the Transfer Documents with Escrow Agent not later than one (1) business day prior to the Closing Date. (b) If Seller holds any transferable contracts or agreements Warranty relating to the upkeep, repair, maintenance, management or operation of a Property (“Operating Contracts”)roof, Seller will provide copies thereof shall credit to Buyer as a part at XXX the amount of Seller’s Diligence Materials. $500.00 and Buyer may elect, by written notice given to Seller prior to shall be responsible for obtaining the end of the Study Period, to take an assignment of any or all of the Operating Contracts. If Buyer so elects, the Parties will execute and include in the applicable Transfer Documents an assignment agreement appropriate to effect such assignment, and any payments due under the assigned Operating Contracts will be equitably prorated as of the Closing Date. Seller will terminate, effective as of the Closing Date and at Seller’s sole expense, any Operating Contracts for a Property that are not so expressly assigned to Buyerroof Warranty post-XXX. (c) If Buyer gives Seller notice within ten (10) days after the Opening of Escrow that Buyer desires to obtain a subordination, non-disturbance and attornment agreement ("SNDA") from Tenant as to one or more Properties, Seller will request (pursuant to the applicable provisions of the Lease, if any) and use commercially reasonable efforts to obtain a SNDA from Tenant, either on the form specified in such Lease or, if none, on Buyer’s preferred form delivered to Seller with Buyer’s request notice; provided, that unless Tenant is required by the terms of the applicable Lease to deliver a SNDA, the receipt of the SNDA by Buyer will not be a condition to Closing.

The Transfer Documents. For each individual Property: (a) The Real Property will be conveyed by a special warranty deed (or local equivalent in substantially the applicable Property jurisdiction that contains a warranty against the grantor’s acts only) in the form attached hereto as Exhibit B B, subject only to such non-material changes to the form as may be required to meet local recording requirements (the “Deed”). The Personalty will be conveyed by a xxxx of sale in substantially the form attached as Exhibit C (the “Xxxx of Sale”). The Lease Leases will be assigned by an assignment and assumption of lease in substantially the form attached as Exhibit D (the “Assignment of LeaseLeases”). The Permits, Warranties, Property Documents and Intangibles will be assigned by an assignment agreement in substantially the form attached as Exhibit E (the “Assignment Agreement”). The Parties will supplement the foregoing with such additional documents, if any, as may reasonably be required to properly convey specific items of the Property. If the transfer of any Warranties requires the approval of the applicable warrantor or the satisfaction of any other conditions to such transfer, Seller will use commercially reasonable, diligent efforts to obtain such approvals, recognizing that such approvals may not be obtainable prior to the Closing Date, in which case Seller will continue to pursue obtaining the approvals following the Closing Date (and satisfy all Buyer will cooperate in such conditions effort), provided that Seller will not be required to pay any transfers fees charged by the warrantor and Seller will not be required to continue its efforts to obtain approvals after the expiration of the “Survival Period” (as defined below). Seller will also deliver an updated copy of the Rent Roll, certified by Seller to be complete and accurate as of the Closing Date. The Deed, Xxxx of Sale, Assignment of LeaseLeases, Assignment Agreement, certified Rent Roll, an assignment of Seller’s interest in the Liquor Store Escrow described in Section 18(a)(xvi) below and the related escrow agreement if the Liquor Store Escrow is not disbursed prior to Closing in accordance with the escrow agreement, and the other closing documents required under this Agreement or otherwise delivered by the Parties at Closing for each Property are collectively referred to as the “Transfer Documents”. Seller and Buyer will deposit duly executed and (as appropriate) acknowledged originals of each of the Transfer Documents with Escrow Agent not later than one (1) business day prior to the Closing Date. (b) If Seller holds any transferable contracts or agreements relating to the upkeep, repair, maintenance, management or operation of a Property (“Operating Contracts”), Seller will provide copies thereof to Buyer as a part of Seller’s Diligence Materials. Buyer may elect, by written notice given to Seller prior to the end of the Study Period, to take an assignment of any or all of the Operating Contracts. If Buyer so elects, the Parties will execute and include in the applicable Transfer Documents an assignment agreement appropriate to effect such assignment, and any payments due under the assigned Operating Contracts will be equitably prorated as of the Closing Date. Seller will terminate, effective as of the Closing Date and at Seller’s sole expense, any Operating Contracts for a Property that are not so expressly assigned to Buyer.. Without limiting the foregoing, Seller will terminate any existing management agreement or leasing agreement applicable to a Property, and provide evidence of such termination to Buyer prior to Closing. Master Purchase and Sale Agreement MT – Louisville, Kentucky; Rockford, Illinois (c) If Buyer gives Seller notice within ten (10) days after the Opening of Escrow that Buyer desires to obtain a subordination, non-disturbance and attornment agreement ("SNDA") from Tenant as to one or more Propertiesany of all of the Tenants, Seller will request (pursuant to the applicable provisions of the applicable Tenant’s Lease, if any) and use commercially reasonable efforts to obtain a SNDA from each such Tenant, either on the form specified in such Lease or, if none, on Buyer’s preferred form delivered to Seller with Buyer’s request notice; provided, that unless Tenant is required by the terms of the applicable Lease to deliver a SNDA, the receipt of the SNDA by Buyer from such term will not be a condition to Closing.

The Transfer Documents. For each individual Property: (a) The Real Property will be conveyed by a special warranty deed in substantially the form attached hereto as Exhibit B (the “Deed”). The Personalty will be conveyed by a xxxx of sale in substantially the form attached as Exhibit C (the “Xxxx of Sale”). The Lease will be assigned by an assignment and assumption of lease in substantially the form attached as Exhibit D (the “Assignment of Lease”). The Permits, Warranties, Property Documents and Intangibles will be assigned by an assignment agreement in substantially the form attached as Exhibit E (the “Assignment Agreement”). The Parties will supplement the foregoing with such additional documents, if any, as may reasonably be required to properly convey specific items of the Property. If the transfer of any Warranties requires the approval of the applicable warrantor or the satisfaction of any other conditions to such transfer, Seller will obtain such approvals and satisfy all such conditions by the Closing Date. The Deed, Xxxx of Sale, Assignment of Lease, Assignment Agreement, and the other closing documents required under this Agreement or otherwise delivered by the Parties at Closing for each Property are collectively referred to as the “Transfer Documents”. Seller and Buyer will deposit duly executed and (as appropriate) acknowledged originals of each of the Transfer Documents with Escrow Agent not later than one (1) business day prior to the Closing Date. (b) If Seller holds any transferable contracts or agreements relating to the upkeep, repair, maintenance, management or operation of a the Property (“Operating Contracts”), Seller will provide copies thereof to Buyer as a part of Seller’s Diligence Materials. Buyer may elect, by written notice given to Seller prior to the end of the Study Period, to take an assignment of any or Purchase and Sale Agreement Walgreens – Kilgore, TX all of the Operating Contracts. If Buyer so elects, the Parties will execute and include in the applicable Transfer Documents an assignment agreement appropriate to effect such assignment, and any payments due under the assigned Operating Contracts will be equitably prorated as of the Closing Date. Seller will terminate, effective as of the Closing Date and at Seller’s sole expense, any Operating Contracts for a Property that are not so expressly assigned to Buyer. (c) If Buyer gives Seller notice within ten (10) days after the Opening of Escrow that Buyer desires to obtain a subordination, non-disturbance and attornment agreement ("SNDA") from Tenant as to one or more PropertiesTenant, Seller will request (pursuant to the applicable provisions of the Lease, if any) and use commercially reasonable efforts to obtain a SNDA from Tenant, either on the form specified in such the Lease or, if none, on Buyer’s preferred form delivered to Seller with Buyer’s request notice; provided, that unless Tenant is required by the terms of the applicable Lease to deliver a SNDA, the receipt of the SNDA by Buyer will not be a condition to Closing.

The Transfer Documents. For each individual Property: (a) The Real Property will be conveyed by a special warranty deed in substantially the form attached hereto as Exhibit B (the “"Deed”"). The Personalty will be conveyed by a xxxx of sale in substantially the form attached as Exhibit C (the “"Xxxx of Sale”"). The Lease Leases will be assigned by an assignment and assumption of lease in substantially the form attached as Exhibit D (the “"Assignment of Lease”Leases"). The Permits, Warranties, Property Documents and Intangibles will be assigned by an assignment agreement in substantially the form attached as Exhibit E (the “"Assignment Agreement”"). The Parties will supplement the foregoing with such additional documents, if any, as may reasonably be required to properly convey specific items of the Property. If Buyer will be responsible for any third-party costs and expenses charged by the transfer of any Warranties requires the approval counterparty of the applicable warrantor or item being assigned which are associated with causing any Permits, Warranties, Property Documents and Intangibles to be assigned under the satisfaction Assignment Agreement, but only to the extent that (i) such charge is disclosed to Buyer by Seller not later than three (3) business days prior to the end of any other conditions the Study Period, and (ii) Buyer does not elect, by notice given to Seller prior to the end of the Study Period, to decline the assignment of such transfer, item. Seller will obtain such approvals also deliver an updated copy of the Rent Roll, certified by Seller to be (to Seller’s knowledge) complete and satisfy all such conditions by accurate as of the Closing Date. The Deed, Xxxx of Sale, Assignment of LeaseLeases, Assignment Agreement, certified Rent Roll and the other closing documents required under this Agreement or otherwise delivered by the Parties at Closing for each Property are collectively referred to as the “"Transfer Documents”". Seller and Buyer will deposit duly executed and (as appropriate) acknowledged originals of each of the Transfer Documents with Escrow Agent not later than one (1) business day prior to the Closing Date. (b) If Seller holds any transferable contracts or agreements relating to the upkeep, repair, maintenance, management or operation of a the Property (“"Operating Contracts”"), Seller will provide copies thereof to Buyer as a part of Seller’s 's Diligence Materials. Buyer may elect, by written notice given to Seller prior to the end of the Study Period, to take an assignment of any or all of the Operating Contracts. If Buyer so elects, the Parties will execute and include in the applicable Transfer Documents an assignment agreement appropriate to effect such assignment, and any payments due Purchase and Sale Agreement Xxxxxx Marketplace, Lawton, Oklahoma under the assigned Operating Contracts will be equitably prorated as of the Closing Date. Buyer will be responsible for any third-party costs and expenses charged by the counterparty of the item being assigned which are associated with causing any such Operating Contracts to be so assigned, but only to the extent that (i) such charge is disclosed to Buyer by Seller not later than three (3) business days prior to the end of the Study Period, and (ii) Buyer does not elect, by notice given to Seller prior to the end of the Study Period, to decline the assignment of such item. Seller will terminate, effective as provide notice of termination on the Closing Date and at Seller’s sole expense, of any Operating Contracts for a which Buyer does not elect to take assignment prior to the end of the Study Period. Without limiting the foregoing, Seller will terminate any existing management agreement or leasing agreement applicable to the Property, and provide evidence of such termination to Buyer at Closing. Seller will not execute or enter into any new Operating Contract with respect to the Property that are not so expressly assigned to Buyerwould be binding upon the Property or any part thereof after Closing, or terminate, amend, modify, extend or waive any rights under the existing Operating Contracts (except as contemplated by this Section 9(b)). (c) If Buyer gives Seller notice within ten (10) days after the Opening of Escrow Effective Date that Buyer desires to obtain a subordination, non-disturbance and attornment agreement ("SNDA") from Tenant as to one any or more Propertiesall of the Tenants, Seller will request (pursuant to the applicable provisions of the applicable Tenant’s Lease, if any) and use commercially reasonable efforts to obtain a SNDA from each such Tenant, either on the form specified in such the applicable Lease or, if none, on Buyer’s 's preferred form delivered to Seller with Buyer’s 's request notice; provided, that unless Tenant is required by the terms of the applicable Lease to deliver a SNDA, the receipt of the SNDA by Buyer will not be a condition to Closing.

The Transfer Documents. For each individual Property: (a) The Real Property will be conveyed by a special warranty deed in substantially the form attached hereto as Exhibit B (the “Deed”). The Personalty Personalty, if any, will be conveyed by a quitclaim xxxx of sale in substantially the form attached as Exhibit C (the “Xxxx of Sale”). The Lease will be assigned by an assignment and assumption of lease in substantially the form attached as Exhibit D (the “Assignment of Lease”). The Permits, Warranties, Property Documents and Intangibles will be assigned by an assignment agreement in substantially the form attached as Exhibit E (the “Assignment Agreement” and collectively with the Deed, Xxxx of Sale, and Assignment of Lease, the “Closing Documents”). The Parties will supplement the foregoing with such additional documents, if any, as may reasonably be required to properly convey specific items of the Property. If the transfer of any Warranties requires the approval of the applicable warrantor or the satisfaction of any other conditions to such transfer, Seller will obtain such approvals and satisfy all such conditions by the Closing Date. The Deed, Xxxx of Sale, Assignment of Lease, Assignment Agreement, and the other closing documents required under this Agreement or otherwise delivered by the Parties at Closing for each Property are collectively referred to as the “Transfer Documents”. Seller and Buyer will deposit duly executed and (as appropriate) acknowledged originals of each of the Transfer Documents with Escrow Agent not later than one (1) business day prior to the Closing Date. (b) If Seller holds any transferable contracts or agreements relating to the upkeep, repair, maintenance, management or operation of a Property (“Operating Contracts”), Seller will provide copies thereof to Buyer as a part of Seller’s Diligence Materials. Buyer may elect, by written notice given to Seller prior to the end of the Study Period, to take an assignment of any or all of the Operating Contracts. If Buyer so elects, the Parties will execute and include in the applicable Transfer Documents an assignment agreement appropriate to effect such assignment, and any payments due under the assigned Operating Contracts will be equitably prorated as of the Closing Date. Seller will terminate, effective as of the Closing Date and at Seller’s sole expense, any Operating Contracts for a Property that are not so expressly assigned to Buyer. (c) If Buyer gives Seller notice within ten (10) days after the Opening of Escrow that Buyer desires to obtain a subordination, non-disturbance and attornment agreement ("SNDA") from Tenant as to one or more PropertiesTenant, Seller will request (pursuant to the applicable provisions of the Lease, if any) and use commercially reasonable efforts to obtain a SNDA from Tenant, either on the form specified in such the Lease or, if none, on Buyer’s preferred form delivered to Seller with Buyer’s request notice; provided, that unless Tenant is required by the terms of the applicable Lease to deliver a SNDA, the receipt of the SNDA by Buyer will not be a condition to Closing.

The Transfer Documents. For each individual Property: (a) The Real Property will be conveyed by a special warranty deed in substantially the form attached hereto as Exhibit B (the “Deed”). The Personalty will be conveyed by a xxxx of sale in substantially the form attached as Exhibit C (the “Xxxx of Sale”). The Lease will be assigned by an assignment and assumption of lease in substantially the form attached as Exhibit D (the “Assignment of Lease”). The Permits, Warranties, Property Documents and Intangibles will be assigned by an assignment agreement in substantially the form attached as Exhibit E (the “Assignment Agreement”). The Parties will supplement the foregoing with such additional documents, if any, as may reasonably be required to properly convey specific items of the Property. If the transfer of any Warranties requires the approval of the applicable warrantor or the satisfaction of any other conditions to such transfer, Seller will obtain such approvals and satisfy all such conditions by the Closing Date. The Deed, Xxxx of Sale, Assignment of Lease, Assignment Agreement, and the other closing documents required under this Agreement or otherwise delivered by the Parties at Closing for each Property are collectively referred to as the “Transfer Documents”. Seller and Buyer will deposit duly executed and (as appropriate) acknowledged originals of each of the Transfer Documents with Escrow Agent not later than one (1) business day prior to the Closing Date. (b) If Seller holds any transferable contracts or agreements relating to the upkeep, repair, maintenance, management or operation of a the Property (“Operating Contracts”), Seller will provide copies thereof to Buyer as a part of Seller’s Diligence Materials. Buyer may elect, by written notice given to Seller prior to the end of the Study Period, to take an assignment of any or all of the Operating Contracts. If Buyer so elects, the Parties will execute and include in the applicable Transfer Documents an assignment agreement appropriate to effect such assignment, and any payments due under the assigned Operating Contracts will be equitably prorated as of the Closing Date. Seller will terminate, effective as of the Closing Date and at Seller’s sole expense, any Operating Contracts for a Property that are not so expressly assigned to Buyer.. Purchase and Sale Agreement Academy Sports – Cartersville, GA (c) If Buyer gives Seller notice within ten (10) days after the Opening of Escrow that Buyer desires to obtain a subordination, non-disturbance and attornment agreement ("SNDA") from Tenant as to one or more PropertiesTenant, Seller will request (pursuant to the applicable provisions of the Lease, if any) and use commercially reasonable efforts to obtain a SNDA from Tenant, either on the form specified in such the Lease or, if none, on Buyer’s preferred form delivered to Seller with Buyer’s request notice; provided, that unless Tenant is required by the terms of the applicable Lease to deliver a SNDA, the receipt of the SNDA by Buyer will not be a condition to Closing.