Common use of Action on the Closing Date Clause in Contracts

Action on the Closing Date. 5.1 Buyer shall take the following actions on or before the Closing Date, the satisfaction or written waiver of each of which shall be deemed to be a condition precedent to Seller's Closing obligations hereunder: (a) Seller shall have received, on the date of Closing, confirmation by Escrow Agent of receipt of Buyer's funds in the amount of the Purchase Price (adjusted for credits or debits for all prorations under Section 5.3) and Escrow Agent's unconditional commitment to disburse said funds by wire transfer to the account of Seller at the financial institution designated by Seller in its instructions to Escrow Agent prior to Closing, in sufficient time for investment at such institution's customary rate paid to Seller; (b) Seller shall be provided on the date of Closing with an executed duplicate original of the documents listed under subsections (e), (f), (g), (m) and (n) of Section 5.2 below. (c) Seller shall be provided on the date of Closing with a fully executed duplicate original of the PMG Lease required under the provisions of Section 4.9 herein. 5.2 Seller shall provide or cause to be provided to Buyer the following items, on or before the Closing Date, the provision of which shall be deemed to be a condition precedent to Buyer's Closing obligations hereunder: (a) An executed and acknowledged California grant deed for the Property (collectively, the "Deed") in the form of Exhibit "D"; (b) Originals (or copies if such originals are not available) of all executed Leases, if any, in accordance with Section 4.2 herein; (c) All keys for the Property in the possession or control of Seller (properly labeled); (d) An ALTA Extended Coverage (1970-Form B, if available from the Title Company) Owner's Policy of Title Insurance, or equivalent thereof, for the Property in the form customarily used in the State of California (subject to variations in conformance with local custom and practice), issued by the Title Company and dated as of the Closing Date, with coverage in the amount of the Purchase Price, setting forth the legal description of the Property and showing title vested in Buyer, subject only to the Permitted Exceptions, together with such endorsements as Buyer may request (and the Title Company may agree to issue) (the "Owner's Title Policy"); provided, however, in the event Buyer desires an "extended coverage" form of Owner's Title Policy and/or one or more lender's title Policy ("Lender's Title Policy"), Buyer shall so inform the Title Company, and the Owner's Title Policy and Lender's Title Policy, if applicable, shall contain "extended coverage" in accordance with the statutes, regulations, customs and/or practices of the State of California . In the event Buyer uses third-party financing in connection with the funding of the Purchase Price, the Title Company shall issue the Lender's Title Policy in favor of such Lender; provided, however, nothing herein shall be construed to mean that the obtaining of any financing or the issuance of one or more Lender's Title Policy is a condition to the performance of Buyer's obligations hereunder. The premium for the Owner's Title Policy and Lender's Title Policy and any endorsements thereto shall then be allocated between the parties pursuant to Section 7.1 herein. (e) An executed duplicate original of the Assignment and Assumption of Rights, Warranties and Permits in the form of Exhibit "F"; (f) An executed duplicate original of the Assignment and Assumption of Service Contracts in the form of Exhibit "G". (g) An executed duplicate original of the Assignment and Assumption of Leases in the form of Exhibit "H". (h) Letters executed by Seller, in form reasonably satisfactory to Buyer, notifying each of the tenants at the Property of the change of ownership of the Property, and directing such tenants to make all payments following the Closing Date which are due under the Leases to such party and at such address as Buyer may designate ("Tenant Notification Letters"). Buyer shall be responsible for delivery of all such Tenant Notification Letters outside of Escrow, not sooner than the recordation of the Deed and receipt by Seller of the Purchase Price, and Escrow Agent shall have no responsibility therefor; (i) An original executed Bill of Sale for the Person▇▇ Property identified in Exhibit "I" attached hereto, reciting that such transfer is on an "AS-IS" and "WHERE-IS" basis; provided, Exhibit "1" to the Bill of Sale may, at Seller'▇ election, list only the Personal Property excluded from the transfer or, alternatively, Exhibit "1" may be eliminated in the event all Personal Property (if any) located at the Property is included in the transfer; (j) An updated Rent Roll, dated as of the end of the last full calendar month prior to the Closing Date; (k) A certification duly executed by Seller under penalty of perjury in the form of, and upon the terms set forth in Exhibit "J", setting forth Seller's address and federal tax identification number and certifying that Seller is not a foreign entity in accordance with and/or for the purpose of the provisions of Section 1445 (as may be amended) of the Internal Revenue Code of 1954, as amended, and any regulations promulgated thereunder; (l) The PMG Lease required under the provisions of Section

Action on the Closing Date. 5.1 Buyer shall take the following actions on or before the Closing Date, the satisfaction or written waiver of each of which shall be deemed to be a condition precedent to Seller's Closing obligations hereunder: (a) Seller shall have received, on the date of Closing, confirmation by Escrow Agent of receipt of Buyer's funds in the amount of the Purchase Price (adjusted for credits or debits for all prorations under Section 5.3) and Escrow Agent's unconditional commitment to disburse said funds by wire transfer to the account of Seller at the financial institution designated by Seller in its instructions to Escrow Agent prior to Closing, in sufficient time for investment at such institution's customary rate paid to Seller; (b) Seller shall be provided on the date of Closing with an executed duplicate original of the documents listed under subsections (e), (f), (g), (md) and (ne) of Section 5.2 below. (c) Seller shall be provided on the date of Closing with a fully executed duplicate original of the PMG Lease required under the provisions of Section 4.9 herein. 5.2 Seller shall provide or cause to be provided to Buyer the following items, on or before the Closing Date, the provision of which shall be deemed to be a condition precedent to Buyer's Closing obligations hereunder: (a) An executed and acknowledged California grant deed for the Property (collectively, the "Deed") in the form of Exhibit "D"; (b) Originals (or copies if such originals are not available) of all executed Leases, if any, in accordance with Section 4.2 herein; (c) All keys for the Property in the possession or control of Seller (properly labeled); (dc) An A 1992 ALTA Extended Coverage (1970-Form B, if available from the Title Company) Owner's Policy of Title Insurance, or equivalent thereof, for the Property in the form customarily used in the State of California (subject to variations in conformance with local custom and practice), issued by the Title Company and dated as of the Closing Date, with coverage in the amount of the Purchase Price, setting forth the legal description of the Property and showing title to the real property vested in Buyer, subject only to the Permitted Exceptions, together with such endorsements as Buyer may request (and the Title Company may agree to issue) (the "Owner's Title Policy"); provided, however, in the event Buyer desires an "extended coverage" form of Owner's Title Policy and/or one or more a lender's title Policy policy ("Lender's Title Policy"), Buyer shall so inform the Title Company, and . Both the Owner's Title Policy and Lender's Title Policy, if applicable, shall contain "extended coverage" in accordance with the statutes, regulations, customs and/or practices of the State of California California. In the event Buyer uses third-party financing in connection with the funding of the Purchase Price, the Title Company shall issue the Lender's Title Policy in favor of such Lender; provided, however, nothing herein shall be construed to mean that the obtaining of any financing or the issuance of one or more a Lender's Title Policy is a condition to the performance of Buyer's obligations hereunder. The premium for the Owner's Title Policy and Lender's Title Policy and any endorsements thereto shall then be allocated between paid by the parties pursuant to in accordance with Section 7.1 herein. (ed) An executed duplicate original of the Assignment and Assumption of Rights, Warranties and Permits in the form of Exhibit "F"; (fe) An executed duplicate original of the Assignment and Assumption of Service Contracts in the form of Exhibit "G". (g) An executed duplicate original of the Assignment and Assumption of Leases in the form of Exhibit "H". (h) Letters executed by Seller, in form reasonably satisfactory to Buyer, notifying each of the tenants at the Property of the change of ownership of the Property, and directing such tenants to make all payments following the Closing Date which are due under the Leases to such party and at such address as Buyer may designate ("Tenant Notification Letters"). Buyer shall be responsible for delivery of all such Tenant Notification Letters outside of Escrow, not sooner than the recordation of the Deed and receipt by Seller of the Purchase Price, and Escrow Agent shall have no responsibility therefor; (if) An original executed Bill ▇▇▇▇ of Sale for the Person▇▇ Personal Property identified in Exhibit "I" attached hereto, reciting that such transfer is on an "AS-IS" and "WHERE-IS" basis; provided, Exhibit "1" to the Bill ▇▇▇▇ of Sale may, at Seller'▇ 's election, list only the Personal Property excluded from the transfer or, alternatively, Exhibit "1" may be eliminated in the event all Personal Property (if any) located at the Property is included in the transfer; (j) An updated Rent Roll, dated as of the end of the last full calendar month prior to the Closing Date; (kg) A certification duly executed by Seller under penalty of perjury in the form of, and upon the terms set forth in Exhibit "J", setting forth Seller's address and federal tax identification number and certifying that Seller is not a foreign entity in accordance with and/or for the purpose of the provisions of Section 1445 (as may be amended) of the Internal Revenue Code of 1954, as amended, and any regulations promulgated thereunder;; and (lh) An affidavit satisfactory to Title Company stating that there are no unpaid claims for labor or materials furnished to the Property. 5.3 The PMG Lease required following items will be prorated as of the Closing Date on a per diem basis: the current year's real estate taxes and assessments (calculated on the most recent available tax ▇▇▇▇ and reprorated after Closing based upon the actual tax ▇▇▇▇ for the period in which the Closing occurred, and again reprorated, if necessary, due to any change in the assessed value or tax rate of the Property following a pending assessment appeal by Seller or a separate reassessment due to the change in ownership of the Property pursuant to this transaction), amounts payable or paid under Service Contracts assumed or deemed to be assumed by Buyer, as set forth in Section 4.3 herein; and utilities, maintenance, and common area charges. Buyer acknowledges that there are no tenants at the provisions Property and that there shall be no proration of Sectionrents or other typical tenant charges. In addition to any other matters set forth herein, the parties hereby agree to reprorate, on a post-Closing basis: (i) real property taxes; and (ii) personal property taxes allocable to any Personal Property transferred to Buyer pursuant to the ▇▇▇▇ of Sale. Notwithstanding the foregoing, utilities shall be prorated only to the extent Seller is unable, despite its best efforts, to cause the providers of utilities services to the Property to read the meters and, in cooperation with Buyer, to cause such providers to change the name of the responsible party for payment of such utilities from Seller to Buyer, effective as of the Closing Date. The account of Seller or Buyer shall be debited or credited, as the case may be, on the closing settlement statement to reflect these prorations, and the Purchase Price to be paid to Seller shall be similarly adjusted. Buyer and Seller agree to use reasonable efforts to prepare and deliver to Escrow Agent a schedule of tentative adjustments three (3) business days prior to the Closing of this Agreement. Any such adjustments not determinable or not agreed upon as of the Closing shall be paid by Buyer to Seller, or by Seller to Buyer, as the case may be, in cash or by wire transfer of funds as soon as practicable following the Closing of this Agreement. A copy of the schedule of adjustments as agreed upon by Buyer and Seller shall be delivered to Escrow Agent as soon as practicable prior to the Closing. For purposes of this Section 5.3, Buyer shall be deemed to be the owner of the Property as of 12:01 A.M. on the Closing Date, regardless of the actual hour on which Closing occurs or recordation of the Deed takes place. This transaction shall in no event close later than the Closing Date, as defined in Section 1.2 hereof. 5.4 Any property and liability insurance on the Property maintained by Seller shall terminate on the Closing Date. 5.5 Seller shall deliver possession of the Property to Buyer on the Closing Date.