Common use of Closing Procedures Clause in Contracts

Closing Procedures. Unless Purchaser and Seller otherwise agree, Closing shall be effected through an escrow closing and neither Purchaser nor Seller need be present. Title Company shall act as the closing agent and shall collect and disburse documents and payments necessary to effect the Closing. At Closing, all of Purchaser’s funds and documents shall be delivered to Title Company unless otherwise directed by Seller. At the Closing, the parties shall take the following actions: (i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to the Permitted Exceptions and statutory exceptions. Promptly following the date of Closing, the deed will be recorded by the Title Company in the Records; (ii) Seller shall convey its title to any personal property and fixtures installed within the Unit, without warranty, by a ▇▇▇▇ of sale; (iii) Seller shall deliver an executed assignment of Appliance warranties pursuant to Paragraph 19; (iv) Purchaser shall pay the balance of the Purchase Price as required by, and subject to the credits specified in, Paragraph 4 above and the parties shall execute settlement statements prepared in accordance with the terms of this Agreement; (v) If Purchaser is an entity or is comprised of more than one individual, Purchaser shall deliver a designation of owner representative pursuant to the Bylaws of the Residence Association; (vi) Purchaser shall deliver any documents to be delivered required hereunder; and (vii) Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be requested by the Title Company or necessary to accomplish the Closing and carry out their obligations under this Agreement.

Closing Procedures. Unless Purchaser and Seller otherwise agreeIn connection with any Recipient Member Put Transaction or Electing Member Call Transaction, Closing shall be effected through an escrow closing and neither Purchaser nor Seller need be present. Title Company shall act as the closing agent for the Company’s in-kind distribution to the Members of undivided interests in and to the Company’s interests in the applicable Outside Partnership and for the transfer of the Recipient Member’s interest in and to the Company’s interests in the applicable Outside Partnership, pursuant to Section 9.8(d) or (e) shall collect and disburse documents and payments necessary take place pursuant to effect customary escrow arrangements at the Closingoffice of the applicable Designated Manager or such other location as may be Approved by the Members. At Closingthe closing, all of Purchaser’s funds and documents the following shall be delivered to Title Company unless otherwise directed by Seller. At the Closing, the parties shall take the following actionsapplicable party: (i) Seller the Company (or applicable Subsidiary Entity) and the Members shall deliver to Purchaser an executed and acknowledged special warranty deed each to the Unit subject only other a duly executed instrument of assignment and assumption, whereby the Company or applicable Subsidiary Entity assigns to the Permitted Exceptions Members in accordance with their Proportionate Shares undivided interests in and statutory exceptions. Promptly following to the date of Closing, the deed will be recorded by the Title Company Company’s interests in the Recordsapplicable Outside Partnership, without any representations or warranties; (ii) Seller shall convey the Recipient Member assigns the interest so acquired by it to the Electing Member or its title to any personal property and fixtures installed within the Unitnominated designee, without warranty, by a ▇▇▇▇ of saleany representations or warranties; (iii) Seller in connection with such transaction, the Members shall deliver agree upon a reasonable arrangement for the allocation of the Assumed Archstone Liabilities and other liabilities that relate to the applicable Outside Partnership that the Electing Member would assume or succeed to, and the liabilities and recoveries that the Company would retain (and shall, in connection with the consideration of such arrangement, consider the manner in which such liabilities are handled in connection with the Electing Member’s acquisition of the interest of the Outside Partner in such Outside Partnership), and upon such agreement, the Company or applicable Subsidiary Entity and the Electing Member shall enter into an executed assignment assumption agreement in a form and substance that is reasonably acceptable to the Members reflecting the terms of Appliance warranties pursuant to Paragraph 19such arrangement; (iv) Purchaser the Electing Member or its nominated designee delivers the applicable price to the Recipient Member by delivery at the closing of a wire transfer of good funds to an account designated by the Recipient Member; (v) the Members shall pay any applicable transfer, excise or similar taxes due in connection with the balance transfer of the Purchase Price as required by, and subject to the credits specified in, Paragraph 4 above and the parties shall execute settlement statements prepared interest in accordance with the terms of this Agreement; (v) If Purchaser is an entity and provisions governing the payment thereof that are set forth in the Outside Partner Purchase Offer and, if not set forth therein, such taxes shall be paid by the Electing Member or is comprised of more than one individual, Purchaser shall deliver a designation of owner representative pursuant to the Bylaws of the Residence Associationits nominated designee; (vi) Purchaser if the Company, any Subsidiary Entity, the Recipient Member, its Affiliates or Parent shall be obligors under any obligations with respect to recourse Indebtedness or Guaranty Obligations that relate to such Outside Partnership, the Electing Member shall have obtained from the obligee thereof, for the benefit of each of such Persons, and shall deliver to each of such Persons on the applicable closing date, releases from such obligations as to matters on and after the date of such transfer and any documents consents required for such transfer; (vii) the Electing Member shall assume the Company’s obligations (if any) with respect to the related property mortgage debt (and obtain, as a condition to the consummation of such acquisition, the release of the Company, any Subsidiary Entity and the Recipient Member (and its Affiliates or Parent, if they are be delivered required hereunderobligors under any obligations with respect to recourse Indebtedness or Guaranty Obligations that relate to such Outside Partnership) from any guaranty or other recourse obligations that it may have undertaken with respect to the applicable Outside Partnership as to matters on and after the date of such acquisition) and, with respect to any such guaranty or other recourse obligations for which the Company, Subsidiary Entity or Recipient Member (and its Affiliates or Parent, if they are be obligors under any obligations with respect to recourse Indebtedness or Guaranty Obligations that relate to such Outside Partnership) has not been so released, the Members shall agree upon a reasonable arrangement for the allocation of such obligations as between the Electing Member, on the one hand, and the Company, Subsidiary Entity or Recipient Member (and its Affiliates or Parent, if they are obligors under any obligations with respect to recourse Indebtedness or Guaranty Obligations that relate to such Outside Partnership) (and shall, in connection with the consideration of such arrangement, consider the manner in which such obligations are handled in connection with the Electing Member’s acquisition of the interest of the Outside Partner in such Outside Partnership), and upon such agreement, the parties to which such obligations have been allocated shall enter into an assumption and indemnification agreement in a form and substance that is reasonably acceptable to the Members reflecting the terms of such arrangement; (viii) upon the closing date, the Company and Recipient Member shall execute and deliver all necessary tax forms, affidavits and certificates with respect to the transferor’s status as a foreign person and otherwise, and shall provide all necessary information in support thereof; and (viiix) Purchaser the Company and Seller each Member shall execute and deliver such other documents cooperate and take all actions and execute all documents reasonably necessary or appropriate to consummate the transfer of such other actions as may be requested by the Title Company or necessary to accomplish the Closing and carry out their obligations under this Agreementinterest.

Closing Procedures. Unless Purchaser and Seller otherwise agree, Closing shall be effected through an escrow closing and neither Purchaser nor Seller need be present. Title Company shall act as the closing agent and shall collect and disburse documents and payments necessary to effect the Closing. At Closing, all of Purchaser’s funds and documents shall be delivered to Title Company unless otherwise directed by Seller▇▇▇▇▇▇. At the Closing, the parties shall take the following actions: (i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to the Permitted Exceptions and statutory exceptions. Promptly following the date of Closing, the deed will be recorded by the Title Company in the Records; (ii) Seller shall convey its title to any personal property and fixtures installed within the Unit, without warranty, by a ▇▇▇▇ bill of sale; (iii) Seller shall deliver an executed assignment of Appliance warranties pursuant to Paragraph 19; (iv) Purchaser shall pay the balance of the Purchase Price as required by, and subject to the credits specified in, Paragraph 4 above and the parties shall execute settlement statements prepared in accordance with the terms of this Agreement; (v) If Purchaser is an entity or is comprised of more than one individual, Purchaser shall deliver a designation of owner representative pursuant to the Bylaws of the Residence Association; (vi) Purchaser shall deliver any documents to be delivered required hereunder; and (vii) Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be requested by the Title Company or necessary to accomplish the Closing and carry out their obligations under this Agreement.

Closing Procedures. Unless Purchaser and Seller otherwise agree, The Closing shall will be effected through an escrow closing where all Closing Documents and neither Purchaser nor Seller need funds required to be present. Title Company shall act as the closing agent and shall collect and disburse documents and payments necessary paid or provided by each party pursuant to effect the Closing. At Closing, all of Purchaser’s funds and documents shall this Agreement will be delivered to Title Company unless otherwise directed by Seller. At in escrow on or before the ClosingClosing Date and upon receipt of all required funds and documents from the parties, the parties shall take the following actions: (i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to the Permitted Exceptions and statutory exceptions. Promptly following the date of Closing, the deed will be recorded by the Title Company in will close the Records; (ii) Seller shall convey its title to any personal property and fixtures installed within the Unit, without warranty, by a ▇▇▇▇ of sale; (iii) Seller shall deliver an executed assignment of Appliance warranties pursuant to Paragraph 19; (iv) Purchaser shall pay the balance of the Purchase Price as required by, and subject to the credits specified in, Paragraph 4 above and the parties shall execute settlement statements prepared transaction in accordance with the terms provisions of this Agreement. Both parties will pay their respective costs by wire transfer from a financial institution reasonably acceptable to Title Company. At Closing, the following will occur: 6.2.1 Seller will execute and deliver, or cause to be executed and delivered (as the case may be) to Purchaser the following documents all in form reasonably acceptable to Purchaser and its counsel (collectively, the “Seller Closing Documents”): Agreement; (a) evidence of Seller’s authority to perform its obligations under this (b) the Deed; (c) ▇▇▇▇▇▇’s signed counterpart to a General Assignment in the form attached hereto as Exhibit F (the “General Assignment”); (d) Seller’s signed counterpart to an Assignment and Assumption of Leases in the form attached hereto as Exhibit G (the “Assignment of Leases”); (e) a non-foreign affidavit or a qualifying statement sufficient in form and substance to relieve Purchaser of any and all obligations to deduct, withhold or pay any amount of tax pursuant to Section 1445 of the Code, or a statement from Seller authorizing Purchaser to deduct and withhold taxes as required by Section 1445 of the Code; and (f) any and all other documentation reasonably required by Title Company to close the transaction contemplated hereunder and to cause the Owner’s Policy to be issued and delivered to Purchaser. 6.2.2 Purchaser will deliver the Purchaser Closing Payment to Title Company, and shall execute and/or deliver, or cause to be executed and delivered (as the case may be) to Seller the following documents all in form reasonably acceptable to Seller and its counsel (collectively, the “Purchaser Closing Documents”): (a) evidence of Purchaser’s authority to perform its obligations under this Agreement; (vb) If Purchaser is an entity or is comprised of more than one individual, Purchaser shall deliver a designation of owner representative pursuant any documentation reasonably required by Title Company to close the Bylaws of transaction contemplated hereunder and to cause the Residence AssociationOwner’s Policy to be issued and delivered to Purchaser; (vic) Purchaser shall deliver any documents Purchaser’s signed counterpart to be delivered required hereunderthe General Assignment; and (viid) Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be requested by ▇▇▇▇▇▇▇▇▇’s signed counterpart to the Title Company or necessary to accomplish the Closing and carry out their obligations under this AgreementAssignment of Leases.

Closing Procedures. Unless Purchaser and Seller otherwise agree, The Closing shall be effected through an escrow closing occur as follows, provided that (i) the Commitment Date has occurred, (ii) the conditions precedent in Sections 4.2 and neither Purchaser nor Seller need be present. Title Company shall act as the closing agent and shall collect and disburse documents and payments necessary to effect the Closing. At Closing4.3 have been satisfied or waived, all of Purchaser’s funds and documents shall be delivered to Title Company unless otherwise directed by Seller. At (iii) Applicable Law does not prevent the Closing, and (iv) the parties other terms and conditions of this Agreement have been complied with. Before 3:00 p.m., Eastern time, on the Scheduled Closing Date: (a) The Parties shall take deliver to the following actionsapplicable escrow agent instructions to disburse the Deposit to Seller for its own account, the receipt of which shall be confirmed by Seller. (b) Buyer shall remit to Seller the remaining balance of the Purchase Price. (c) Seller shall deliver to Buyer: (i) Seller shall deliver to Purchaser the original Note (or if it is lost or otherwise unavailable, an executed lost note certificate containing an indemnification from Seller, all in a form reasonably satisfactory to Buyer and acknowledged special warranty deed to the Unit subject only to the Permitted Exceptions and statutory exceptions. Promptly following the date of Closing, the deed will be recorded by the Title Company in the Records;Seller). (ii) Seller shall convey its title an original allonge describing the Note and containing the following endorsement: “Pay to any personal property and fixtures installed within the Unitorder of [insert name of Buyer], without warrantyrecourse, and without representation or warranty of any kind or nature except as expressly set forth in and limited by a the Loan Purchase and Sale Agreement dated as of [insert date] between W▇▇▇▇ of sale;Fargo Bank, National Association, as Seller, and [insert Buyer], as Buyer.” (iii) Seller shall deliver an all original executed assignment counterparts of Appliance warranties pursuant to Paragraph 19;other Loan Documents in Seller's possession. (iv) Purchaser shall pay the balance an original executed Assignment of Loan Documents. (v) an original executed Assignment of Security Instrument. (vi) a certificate signed by Seller stating that each of Seller’s representations and warranties in this Agreement is and remains true and correct in all material respects on and as of the Purchase Price Closing Date, except that: (A) with respect to the representation set forth in Section 5.3(f), if such representation cannot be remade as required bywritten, Seller shall be deemed to have satisfied its obligation to remake the same if it has disclosed the facts and circumstances which result in such inability to remake the representation, (B) with respect to the representation in Section 5.3(i) Seller shall be deemed to have satisfied its obligation to remake the same if it discloses the then current amount on deposit in the Independent Account, and subject (C) with respect to the credits specified inrepresentation set forth in Section 5.3(j), Paragraph 4 above if such representation cannot be remade as written, Seller shall be deemed to have satisfied its obligation to remake the same if it has disclosed the facts and circumstances which result in such inability to remake the representation. (vii) the Pinebrook Deed and the parties other Pinebrook Escrow Documents (as each such term is defined in the Settlement Agreement), each of which shall execute settlement statements prepared be dated on and as of the Closing Date and shall name Buyer as Pinebrook Property Transferee. (viii) the Transfer Tax Declarations (as defined in the Settlement Agreement), each of which shall be dated on and as of the Closing Date and shall name Buyer as Pinebrook Property Transferee. In addition to the foregoing, Seller shall use reasonable efforts to cause Borrower, on or prior to the Closing Date, to deliver the documents, instruments and other items set forth in Sections 4.1.2.3 and 4.1.2.4, and all items set forth in Section 4.1.3 of the Settlement Agreement (all of the foregoing being the “Additional Items”) to Buyer on the Closing Date, it being expressly agreed however, that: (A) Seller’s failure to cause the delivery of the Additional Items shall not be deemed to be a default under this Agreement, and (B) the delivery of the Additional Items shall not be a condition precedent to Buyer’s obligation to close the Transaction in accordance with the terms of this Agreement;. Buyer and Seller agree that it shall be Buyer’s responsibility to work with the Borrower to obtain the Additional Items. Seller agrees to reasonably cooperate and assist Buyer in connection therewith, and will instruct Borrower to cooperate with Buyer in accordance with the terms of the Settlement Agreement. (vd) If Purchaser is an entity or is comprised of more than one individual, Purchaser Buyer shall deliver a designation to Seller: (i) an original executed Assignment of owner representative pursuant Loan Documents, (ii) an original executed Assignment of Security Instrument, (iii) executed Transfer Tax Declarations (to the Bylaws of the Residence Association; (vi) Purchaser shall deliver any documents to be delivered extent required hereunder; by applicable law, and (viiiv) Purchaser a certificate signed by Buyer stating that each of Buyer’s representations and Seller shall execute warranties in this Agreement is and deliver such other documents remains true and take such other actions correct in all material respects on and as may be requested by the Title Company or necessary to accomplish of the Closing Date. The foregoing actions shall be deemed to have occurred simultaneously and carry out their obligations under this Agreementshall complete the Closing, whereupon the transactions described in Section 3.1 shall automatically and irrevocably become effective, and Buyer shall bear all risk of loss relating to the Assigned Rights.

Closing Procedures. Unless Purchaser Each purchase and Seller otherwise agree, Closing sale transaction shall be effected through an escrow closing and neither Purchaser nor Seller need be present. Title Company shall act as the closing agent and shall collect and disburse documents and payments necessary to effect the Closing. At Closing, all of Purchaser’s funds and documents shall be delivered to Title Company unless otherwise directed by Seller. At the Closing, the parties shall take consummated in accordance with the following actionsprocedures: (i) Seller shall deliver All documents to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to the Permitted Exceptions and statutory exceptions. Promptly following the date of Closing, the deed will be recorded by and funds to be delivered hereunder shall be delivered to the Title Company to hold, deliver, record and disburse in the Recordsaccordance with closing instructions approved by Purchaser and Seller; (ii) Seller shall convey its title to any personal property and fixtures installed within the UnitAt each Closing, without warranty, by a ▇▇▇▇ of sale; (iii) Seller shall deliver an executed assignment of Appliance warranties pursuant or cause to Paragraph 19; (iv) Purchaser shall pay the balance of the Purchase Price as required by, and subject to the credits specified in, Paragraph 4 above and the parties shall execute settlement statements prepared be delivered in accordance with the terms of this Agreement;closing instructions the following: (v1) If Purchaser is an entity A special warranty deed conveying the applicable portion of the Property to be acquired at such Closing to Purchaser. The special warranty deed shall contain a reservation of easements, minerals, mineral rights and water and water rights, as well as other rights, as set forth on Exhibit B. The special warranty deed shall also be subject to non-delinquent general real property taxes for the year of such Closing and subsequent years, District assessments and the Permitted Exceptions. (2) Payment (from the proceeds of such Closing or is comprised of more than one individual, Purchaser shall deliver a designation of owner representative pursuant otherwise) sufficient to satisfy any encumbrance relating to the Bylaws portion of the Residence Association;Property being acquired at such Closing, required to be paid by Seller at or before the time of Closing. (vi3) Purchaser shall deliver any documents A tax certificate or other evidence sufficient to be delivered required hereunder; and (vii) Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be requested by enable the Title Company to ensure the payment of all general real property taxes and installments of District assessments then due and payable for the portion of the Property being acquired at such Closing. (4) An affidavit, in a form sufficient to comply with applicable laws, stating that Seller is not a foreign person or necessary a foreign corporation subject to accomplish the Closing Foreign Investment in Real Property Tax Act, and carry out their obligations therefore not subject to its withholding requirements. (5) A certification or affidavit to comply with the reporting and withholding requirements for sales of Colorado properties by non-residents (Colorado Department of Revenue Form DR-1083). (6) A Lien Affidavit and Title Company Indemnity. (7) A partial assignment of declarant rights or builder rights under this Agreementthe Master Covenants, assigning only the following declarant rights (to the extent such rights are not automatically granted to Purchaser as a “builder” by the terms of the Master Covenants) from Seller to Purchaser: to maintain sales offices, construction offices, management offices, model homes and signs advertising the Development and/or Lots, and such other rights to which the parties may mutually agree. (8) The Tap Purchase Agreement (as defined herein). (9) A general assignment to Purchaser in the form attached hereto as Exhibit E ("General Assignment") with respect to the applicable Lots.

Closing Procedures. Unless Purchaser and Seller otherwise agree, Closing shall be effected through an escrow closing and neither Purchaser nor Seller need be present. Title Company shall act as the closing agent and shall collect and disburse documents and payments necessary to effect the Closing. At Closing, all of Purchaser’s 's funds and documents shall be delivered to Title Company unless otherwise directed by Seller▇▇▇▇▇▇. At the Closing, the parties shall take the following actions: (i) Seller shall deliver to Purchaser an executed and acknowledged special warranty deed to the Unit subject only to the Permitted Exceptions and statutory exceptions. Promptly following the date of Closing, the deed will be recorded by the Title Company in the Records; (ii) Seller shall convey its title to any personal property and fixtures installed within the Unit, without warranty, by a ▇▇▇▇ bill of sale; (iii) Seller shall deliver an executed assignment of Appliance warranties pursuant to Paragraph 19; (iv) Purchaser shall pay the balance of the Purchase Price as required by, and subject to the credits specified in, Paragraph 4 above and the parties shall execute settlement statements prepared in accordance with the terms of this Agreement; (v) If Purchaser is an entity or is comprised of more than one individual, Purchaser shall deliver a designation of owner representative pursuant to the Bylaws of the Residence Association; (vi) Purchaser shall deliver any documents to be delivered required hereunder; and (vii) Purchaser and Seller shall execute and deliver such other documents and take such other actions as may be requested by the Title Company or necessary to accomplish the Closing and carry out their obligations under this Agreement.