Common use of Transactions to be Effected Clause in Contracts

Transactions to be Effected. At each individual Closing: (a) The applicable Seller shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent (collectively, the “Seller Closing Documents”): (i) a limited or special warranty deed in a form reasonably acceptable to Sellers and Buyer, subject to the Permitted Exceptions; (ii) a xxxx of sale in a form of Exhibit B attached hereto; (iii) an assignment and assumption agreement as to the Leases, in the form of Exhibit C attached hereto (the “Assignment of Leases”); (iv) an assignment and assumption agreement as to the Contracts and Intangible Property, in the form of Exhibit D attached hereto (the “General Assignment”); (v) a certificate stating such Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; (vi) a notice, which Buyer may send to each of the tenants of an Acquired Property informing the tenants of the sale of the Property and directing that all rent and other sums payable under such tenant’s lease or sublease is to be paid as set forth in the notice; (vii) a vendor’s certificate in form acceptable to Seller and sufficient for the Title Company to delete the standard “non-survey” exceptions from each owner’s policy of title insurance; such evidence of such Seller’s power and authority; and such other documents and agreements as the Title Company may reasonably require in order to issue each owner’s policy of title insurance; (viii) a closing statement; (ix) all keys, access codes or combinations applicable to the Property; (x) a rent roll for each Acquired Property certified as of the applicable Closing as true and correct to Seller’s knowledge prepared by Seller; (xi) a certificate (the “Closing Survey Certificate”) stating that, since the Merger Date, Seller has not modified the boundaries of the Property or materially modified the exterior of any buildings on the Property, or to the extent that such modifications have been made, a disclosure statement regarding the same; (xii) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located (including, as applicable, (i) all transfer declarations, (ii) such forms, if any, as may be required to provide for withholding from Sellers net proceeds of sale as required to comply with taxation requirements of each jurisdiction in which a Property is located, and (iii) a bulk sales stop order (or like documentation) issued by the Department of Revenue of each state); (xiii) as applicable to such Closing, the documentation required to be executed and delivered in connection with the assumption by Buyer of any Assumed Financing; (xiv) a certificate reaffirming as of the applicable Closing the representations and warranties of such Seller set forth in this Agreement, subject to any disclosures or modifications; and (xv) such other documents and certificates as Buyer or its counsel may reasonably request at no material cost or liability to Sellers to consummate the transactions contemplated by this Agreement. (b) Buyer shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent (collectively, the “Buyer Closing Documents”): (i) a certificate reaffirming as of the applicable Closing the representations and warranties of Buyer set forth in this Agreement, subject to any disclosures or modifications; (ii) a counterpart to each Assignment of Leases; (iii) a counterpart to each General Assignment; (iv) a closing statement; (v) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located; (vi) as applicable to such Closing, the documentation required to be executed and delivered in connection with the assumption by Buyer of any Assumed Financing; and (vii) such other documents and certificates as Sellers or their counsel may reasonably request at no material cost or liability to Buyer to consummate the transactions contemplated by this Agreement. (c) Buyer and Sellers shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent such documents as the Title Company may reasonably require to establish the authority of Buyer and Sellers, respectively, to complete the Closing.

Transactions to be Effected. At each individual the Closing: (a) The applicable Seller shall execute, acknowledge on the terms and deliver, or cause to be executed, acknowledged and delivered, --------------------------- subject to the conditions of this Agreement and the Closing Escrow Agent (collectively, the “Seller Closing Documents”):Agreement: (i) a limited or special warranty deed the Closing Escrow Agent shall make the disbursements required by Section 2.b of the Closing Escrow Agreement to pay the Franchisor Accounts (as defined in a form reasonably acceptable to Sellers the Closing Escrow Agreement) and Buyerthe Net Accounts in excess of $50,000, subject to the Permitted Exceptionsif any; (ii) a xxxx of sale in a form of Exhibit B attached hereto; (iii) an assignment and assumption agreement as the Closing Escrow Agent shall deliver to the Leases, in Buyer (A) the form appropriately executed and authenticated Xxxx of Exhibit C attached hereto (the “Assignment of Leases”); (iv) an assignment and assumption agreement as to the Contracts and Intangible Property, in the form of Exhibit D attached hereto (the “General Assignment”); (v) a certificate stating such Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; (vi) a notice, which Buyer may send to each of the tenants of an Acquired Property informing the tenants of the sale of the Property and directing that all rent and other sums payable under such tenant’s lease or sublease is to be paid as set forth in the notice; (vii) a vendor’s certificate in form acceptable to Seller and sufficient for the Title Company to delete the standard “non-survey” exceptions from each owner’s policy of title insurance; such evidence of such Seller’s power and authority; Sale and such other documents instruments of sale, assignment, transfer and agreements conveyance to the Buyer of the Acquired Assets as the Title Company may reasonably require in order to issue each owner’s policy of title insurance; (viii) a closing statement; (ix) all keys, access codes or combinations applicable to the Property; (x) a rent roll for each Acquired Property certified as of the applicable Closing as true and correct to Seller’s knowledge prepared by Seller; (xi) a certificate (the “Closing Survey Certificate”) stating that, since the Merger Date, Seller has not modified the boundaries of the Property or materially modified the exterior of any buildings on the Property, or to the extent that such modifications have been made, a disclosure statement regarding the same; (xii) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located (including, as applicable, (i) all transfer declarations, (ii) such forms, if any, as may be required to provide for withholding from Sellers net proceeds of sale as required to comply with taxation requirements of each jurisdiction in which a Property is located, and (iii) a bulk sales stop order (or like documentation) issued by the Department of Revenue of each state); (xiii) as applicable to such Closing, the documentation required to be executed and delivered in connection with the assumption by Buyer of any Assumed Financing; (xiv) a certificate reaffirming as of the applicable Closing the representations and warranties of such Seller set forth in this Agreement, subject to any disclosures or modifications; and (xv) such other documents and certificates as Buyer or its counsel may reasonably request at no material cost or liability to Sellers to consummate the transactions contemplated by this Agreement. (b) Buyer shall executerequest, acknowledge and deliver, or cause such instruments to be executed, acknowledged and delivered, reasonably satisfactory in form to the Escrow Agent Buyer and its counsel; (collectively, B) the “Buyer Closing Documents”): (i) a certificate reaffirming as documents to be delivered by any of the applicable Sellers or Seller Related Parties pursuant to Section 3(a); and (C) any other documents to be delivered by any of the Sellers or the Seller Related Parties pursuant to the Closing the representations and warranties of Buyer set forth in this Escrow Agreement, subject to any disclosures or modifications; (ii) a counterpart to each Assignment of Leases; (iii) the Closing Escrow Agent shall deliver to the Sellers (A) the Cash Purchase Price, by wire transfer to a counterpart bank account which shall be designated in writing by the Seller at least two business days prior to each General Assignment; the Closing Date; (ivB) a closing statement; (v) any additional documents Title Company may reasonably require for such instruments of assumption with respect to the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located; (vi) as applicable to such ClosingAssumed Liabilities, the documentation required to be appropriately executed and delivered in connection with authenticated by the assumption by Buyer of any Assumed Financing; and (vii) such other documents Buyer, as the Sellers and certificates as Sellers Seller Related Parties or their counsel may reasonably request at no material cost or liability request, such instruments to be reasonably satisfactory in form to the Sellers, the Seller Related Parties and their counsel; (C) the documents to be delivered by the Buyer pursuant to Section 3(b); and (D) any other documents to be delivered by the Buyer to consummate the transactions contemplated by this Sellers pursuant to the Closing Escrow Agreement.; and (civ) the Buyer and Sellers shall execute, acknowledge and deliver, or cause deliver to be executed, acknowledged and delivered, to Centennial the Escrow Agent such documents as the Title Company may reasonably require to establish the authority of Buyer and Sellers, respectively, to complete the ClosingDeferred Payments specified in (S) 1(e) above.

Transactions to be Effected. At each individual Closing: (a) The applicable Seller shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent (collectively, the “Seller Closing Documents”): (i) a limited or special warranty deed in a form reasonably acceptable to Sellers and Buyer, subject to the Permitted Exceptions; (ii) a xxxx of sale in a form of Exhibit B attached hereto; (iii) an assignment and assumption agreement as to the Leases, in the form of Exhibit C attached hereto (the “Assignment of Leases”); (iv) an assignment and assumption agreement as to the Contracts and Intangible Property, in the form of Exhibit D attached hereto (the “General Assignment”); (v) a certificate stating such Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; (vi) a notice, which Buyer may send to each of the tenants of an Acquired Property informing the tenants of the sale of the Property and directing that all rent and other sums payable under such tenant’s 's lease or sublease is to be paid as set forth in the notice; (vii) a vendor’s certificate in form acceptable to Seller and sufficient for the Title Company to delete the standard “"non-survey” " exceptions from each owner’s 's policy of title insurance; such evidence of such Seller’s power and authority; and such other documents and agreements as the Title Company may reasonably require in order to issue each owner’s policy of title insurance; (viii) a closing statement; (ix) all keys, access codes or combinations applicable to the Property; (x) a rent roll for each Acquired Property certified as of the applicable Closing as true and correct to Seller’s knowledge prepared by Seller; (xi) a certificate (the “"Closing Survey Certificate”") stating that, since the Merger Date, Seller has not modified the boundaries of the Property or materially modified the exterior of any buildings on the Property, or to the extent that such modifications have been made, a disclosure statement regarding the same; (xii) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located (including, as applicable, (i) all transfer declarations, (ii) such forms, if any, as may be required to provide for withholding from Sellers net proceeds of sale as required to comply with taxation requirements of each jurisdiction in which a Property is located, and (iii) a bulk sales stop order (or like documentation) issued by the Department of Revenue of each state); (xiii) as applicable to such Closing, the documentation required to be executed and delivered in connection with the assumption by Buyer of any Assumed Financing; (xiv) a certificate reaffirming as of the applicable Closing the representations and warranties of such Seller set forth in this Agreement, subject to any disclosures or modifications; and (xv) such other documents and certificates as Buyer or its counsel may reasonably request at no material cost or liability to Sellers to consummate the transactions contemplated by this Agreement. (b) Buyer shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent (collectively, the “Buyer Closing Documents”): (i) a certificate reaffirming as of the applicable Closing the representations and warranties of Buyer set forth in this Agreement, subject to any disclosures or modifications; (ii) a counterpart to each Assignment of Leases; (iii) a counterpart to each General Assignment; (iv) a closing statement; (v) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located; (vi) as applicable to such Closing, the documentation required to be executed and delivered in connection with the assumption by Buyer of any Assumed Financing; and (vii) such other documents and certificates as Sellers or their counsel may reasonably request at no material cost or liability to Buyer to consummate the transactions contemplated by this Agreement. (c) Buyer and Sellers shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent such documents as the Title Company may reasonably require to establish the authority of Buyer and Sellers, respectively, to complete the Closing.

Transactions to be Effected. At each individual Closing: (a) The applicable Seller At the Closing, Buyer shall execute, acknowledge and deliver, or cause deliver to be executed, acknowledged and delivered, to the Escrow Agent (collectively, the “Seller Closing Documents”):Seller: (i) a limited or special warranty deed in a form reasonably acceptable to Sellers and Buyerthe Closing Consideration, subject to any Closing Adjustment pursuant to Section 2.04(a), the Permitted Exceptions;cash portion of which, less the Closing Holdback Amount pursuant to Section 2.03(d), shall be by wire transfer of immediately available funds to an account of Seller designated in writing by Seller to Buyer no later than two (2) Business Days prior to the Closing Date and certificate(s) representing the Buyer Stock issued in the name of Seller; and (ii) a xxxx of sale in a form of Exhibit B attached hereto; (iii) an assignment and assumption agreement as to the Leasesall other agreements, in the form of Exhibit C attached hereto (the “Assignment of Leases”); (iv) an assignment and assumption agreement as to the Contracts and Intangible Propertydocuments, in the form of Exhibit D attached hereto (the “General Assignment”); (v) a certificate stating such Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; (vi) a notice, which Buyer may send to each of the tenants of an Acquired Property informing the tenants of the sale of the Property and directing that all rent and other sums payable under such tenant’s lease instruments or sublease is to be paid as set forth in the notice; (vii) a vendor’s certificate in form acceptable to Seller and sufficient for the Title Company to delete the standard “non-survey” exceptions from each owner’s policy of title insurance; such evidence of such Seller’s power and authority; and such other documents and agreements as the Title Company may reasonably require in order to issue each owner’s policy of title insurance; (viii) a closing statement; (ix) all keys, access codes or combinations applicable to the Property; (x) a rent roll for each Acquired Property certified as of the applicable Closing as true and correct to Seller’s knowledge prepared by Seller; (xi) a certificate (the “Closing Survey Certificate”) stating that, since the Merger Date, Seller has not modified the boundaries of the Property or materially modified the exterior of any buildings on the Property, or to the extent that such modifications have been made, a disclosure statement regarding the same; (xii) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located (including, as applicable, (i) all transfer declarations, (ii) such forms, if any, as may be required to provide for withholding from Sellers net proceeds of sale as required to comply with taxation requirements of each jurisdiction in which a Property is located, and (iii) a bulk sales stop order (or like documentation) issued by the Department of Revenue of each state); (xiii) as applicable to such Closing, the documentation certificates required to be executed and delivered in connection with the assumption by Buyer at or prior to the Closing pursuant to Section 7.03 of any Assumed Financing; (xiv) a certificate reaffirming as of the applicable Closing the representations and warranties of such Seller set forth in this Agreement, subject to any disclosures or modifications; and (xv) such other documents and certificates as Buyer or its counsel may reasonably request at no material cost or liability to Sellers to consummate the transactions contemplated by this Agreement. (b) Buyer At the Closing, Seller shall execute, acknowledge and deliver, or cause deliver to be executed, acknowledged and delivered, to the Escrow Agent (collectively, the “Buyer Closing Documents”):Buyer: (i) a certificate reaffirming as stock certificates evidencing the Shares, free and clear of the applicable Closing the representations and warranties all Encumbrances, duly endorsed in blank or accompanied by stock powers, notarial or other instruments of Buyer set forth transfer duly executed in this Agreementblank, subject to any disclosures or modifications;with all required stock transfer tax stamps affixed thereto; and (ii) a counterpart to each Assignment of Leases; (iii) a counterpart to each General Assignment; (iv) a closing statement; (v) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement all other agreements, documents, instruments or that may be usual and customary in closing similar transactions in the state in which such Property is located; (vi) as applicable to such Closing, the documentation certificates required to be executed and delivered in connection with by Seller at or prior to the assumption by Buyer Closing pursuant to Section 7.02 of any Assumed Financing; and (vii) such other documents and certificates as Sellers or their counsel may reasonably request at no material cost or liability to Buyer to consummate the transactions contemplated by this Agreement. (c) On October 31, 2014, Buyer shall deliver to Seller, at the direction of the Seller’s Representative, such of the Deferred Purchase Payment remaining after offset and Sellers holdback as provided by Section 8.06. A late payment by Buyer will accrue interest at a rate per annum of eight percent (8%), calculated daily on the basis of a 365-day year and the actual number of days elapsed, without compounding, and Buyer shall executebe responsible for any costs of collection, acknowledge and deliver, or cause to be executed, acknowledged and delivered, including reasonable attorneys’ fees. (d) Buyer shall set aside from the cash portion of the Closing Consideration an amount equal to the Escrow Agent such documents Closing Holdback Amount for the purposes of promptly disbursing certain pre-agreed payments out of the closing proceeds against certain obligations of the Company and/or the Company Subsidiaries as the Title Company may reasonably require to establish the authority of Buyer and Sellers, respectively, to complete the Closing.set forth on Schedule I.

Transactions to be Effected. At each individual the Closing, upon the --------------------------- terms and subject to the conditions of this Agreement: (a) The applicable Seller Assignee shall executesell, acknowledge transfer, assign, convey and deliver, or cause to be executed, acknowledged and delivered, deliver to the Escrow Agent (collectivelyBuyer, and the Buyer shall purchase, accept and take from Assignee, the “Seller Closing Documents”):Assets except for the Excluded Assets, subject to any existing Liens, in an "AS IS-WHERE IS CONDITION" with a DISCLAIMER BY ASSIGNEE OF ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, and the Buyer shall not assume any Liabilities, by delivery to the Buyer of appropriately executed and authenticated instruments of sale, assignment, transfer and conveyance as the Buyer or its counsel may reasonably request, including, but not limited to: (i) a limited or special warranty deed in a form reasonably acceptable to Sellers and Buyer, subject to the Permitted Exceptions; (ii) a xxxx of sale in a form of Exhibit B attached hereto; (iii) an assignment and assumption agreement as to the Leases, in the form of Exhibit C attached hereto (the “Assignment of Leases”);Schedule 3.2A hereto; and (iv) an assignment and assumption agreement as to the Contracts and Intangible Property, in the form of Exhibit D attached hereto (the “General Assignment”); (v) a certificate stating such Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; (vi) a notice, which Buyer may send to each of the tenants of an Acquired Property informing the tenants of the sale of the Property and directing that all rent and other sums payable under such tenant’s lease or sublease is to be paid as set forth in the notice; (vii) a vendor’s certificate in form acceptable to Seller and sufficient for the Title Company to delete the standard “non-survey” exceptions from each owner’s policy of title insurance; such evidence of such Seller’s power and authority; and such other documents and agreements as the Title Company may reasonably require in order to issue each owner’s policy of title insurance; (viii) a closing statement; (ix) all keys, access codes or combinations applicable to the Property; (x) a rent roll for each Acquired Property certified as of the applicable Closing as true and correct to Seller’s knowledge prepared by Seller; (xi) a certificate (the “Closing Survey Certificate”) stating that, since the Merger Date, Seller has not modified the boundaries of the Property or materially modified the exterior of any buildings on the Property, or to the extent that such modifications have been made, a disclosure statement regarding the same; (xii) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located (including, as applicable, (i) all transfer declarations, (ii) such forms, if any, as may be required to provide for withholding from Sellers net proceeds of sale as required to comply with taxation requirements of each jurisdiction in which a Property is located, and (iii) a bulk sales stop order (or like documentation) issued by the Department of Revenue of each state); (xiii) as applicable to such Closing, the documentation required to be other appropriately executed and delivered in connection with the assumption by Buyer of any Assumed Financing; (xiv) a certificate reaffirming as of the applicable Closing the representations and warranties of such Seller set forth in this Agreement, subject to any disclosures or modifications; and (xv) such other authenticated documents and certificates instruments of sale, transfer, assignment and conveyance with respect to the Assets as the Buyer or its counsel may reasonably request at no material cost request, in each case as shall be necessary to sell, transfer, assign and convey to, and to vest in, the Buyer, title to the Assets as set forth above. (iii) Evidence in form satisfactory to the Buyer, that all Required Consents have been obtained; (iv) The originals and/or duly executed assignments by Xxxxxxxx and the Assignee (to the extent such Permits are assignable) (in form suitable for filing or liability to Sellers to consummate recording with the transactions contemplated by this Agreementappropriate Governmental Authority, if applicable) of all of the Governmental Licenses and Permits; (v) A certificate of the secretary of Xxxxxxxx certifying (A) resolutions of the board of directors of and of the stockholders of Xxxxxxxx approving the Assignment (together with an incumbency and signature certificate regarding the officer(s) signing on behalf of Xxxxxxxx) and (B) the articles of incorporation and bylaws of Xxxxxxxx as amended and/or restated; and (vi) Certificates of Good Standing for Xxxxxxxx from the State of California. (b) the Buyer shall execute, acknowledge and deliver, or cause deliver to be executed, acknowledged and delivered, to the Escrow Agent (collectively, the “Buyer Closing Documents”):Assignee: (i) a certificate reaffirming as Payment of the applicable Closing the representations and warranties of Buyer set forth Purchase Price (as provided in this Agreement, subject to any disclosures or modificationsSection 4.2 hereof); (ii) a counterpart to each Assignment A certificate of Leases; the secretary of the Buyer certifying (iiiA) a counterpart to each General Assignment; (iv) a closing statement; (v) any additional documents Title Company may reasonably require for resolutions of the proper consummation board of directors of the Buyer approving this Agreement and the transactions contemplated by this Agreement or that may be usual hereby, together with an incumbency and customary in closing similar transactions in signature certificate regarding the state in which officer(s) signing on behalf of each such Property is located; person, and (viB) the certificate of incorporation and bylaws of the Buyer as applicable to such Closing, the documentation required to be executed and delivered in connection with the assumption by Buyer of any Assumed Financing; and (vii) such other documents and certificates as Sellers or their counsel may reasonably request at no material cost or liability to Buyer to consummate the transactions contemplated by this Agreementamended and/or restated. (c) Buyer and Sellers shall executeNotwithstanding the foregoing, acknowledge and deliverAssignee may retain copies of, or cause to be executedmay deliver copies in lieu of, acknowledged any portion of the Books and delivered, to the Escrow Agent such documents as the Title Company may reasonably require to establish the authority of Buyer and Sellers, respectively, to complete the ClosingRecords required by Assignee.