Transfer and Closing Documents Sample Clauses
Transfer and Closing Documents. At Closing, BIG shall transfer and convey all of BIG's right, title and interest in the Hotel Entities to Purchaser, and Purchaser shall assume all of tile mortgage or trust deed obligations which encumber the Hotel Properties and become the owner of the Hotel Entities, pursuant to an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit B. At Closing, BIG also shall transfer and convey all of its right, title and interest in all contracts, leases and agreements used in the ownership and/or operation of the Best Western, and Purchaser shall assume same, pursuant to an Assignment and Assumption Agreement for the Best Western's Contracts, Leases and Agreements substantially in the form attached hereto as Exhibit D. BIG shall execute and deliver (a) a statutory Warranty Deed to McCarran Lodging, LLC, a Utah limited liability company formed by Purchaser to hold and accept the Best Western, pursuant to which BIG transfers and conveys all of its right, title and interest in and to the Best Western to McCarran Lodging LLC, (b) statutory Quit Claim Deed,; for the real properties of the Hotel Entities; (c) assignments of limited liability company interests for the Hotel Entities (in the form attached hereto as Exhibit B) and of contracts, leases and agreements for the Best Western (in the form attached hereto as Exhibit D); and (d) a Bill of Sale for the personal Properties of the Best Western (in t▇▇ ▇orm attached hereto as Exhibit E). The Parties further shall execute and deliver to the Escrow Agent or to the other, as the case may be, such other documents as may be necessary to consummate the transaction contemplated hereby.
Transfer and Closing Documents. Subject to the conditions set forth in Section 5.3 above, at least one (1) business day prior to the Closing Date, Seller will deliver to the Escrow Agent, to be held in trust pending satisfaction of Buyer’s closing obligations, the following documents with respect to each piece of Real Estate Owned (executed and acknowledged by Seller, as applicable):
(i) a special warranty deed conforming to applicable law and custom and acceptable in form and substance to Buyer in its reasonable discretion;
(ii) any real property transfer form required by the municipality, county or state in which the Real Estate Owned is located;
(iii) an assignment and assumption of leases conforming to applicable law and custom and acceptable in form and substance to Buyer in its reasonable discretion (if the Real Estate Owned is subject to one or more leases);
(iv) an assignment and assumption contracts conforming to applicable law and custom and acceptable in form and substance to Buyer in its reasonable discretion (if the Real Estate Owned is subject to one or more contracts);
(v) a general assignment and b▇▇▇ of sale conforming to applicable law and custom and acceptable in form and substance to Buyer in its reasonable discretion for any personal property at each piece of Real Estate Owned that is owned by Seller or any of its Affiliates or Representatives;
(vi) an executed FIRPTA certificate;
(vii) such affidavits as may be reasonably required by the title company to issue the title insurance policy required hereunder; and
(viii) the related REO File for the Real Estate Owned and any of the following (to the extent that they exist and are in the possession or control of Seller or its Affiliates or Representatives): warranties, insurance information, manuals and other similar information related to the Real Estate Owned.