Conveyance. (a) At the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section. (b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions. (ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto. (iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property. (iv) The original of any and all assignable licenses and permits related to the Property. (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code. (vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof. (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession. (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey. (ix) A closing statement. (x) A termination of any and all contracts related to the Property. (xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement. (xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby. (c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required): (i) The Down Payment, Note and Deed of Trust. (ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing. (iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity. (d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase Price.
Appears in 1 contract
Sources: Real Estate Sale and Purchase Agreement (Rainwire Partners Inc /De/)
Conveyance. Quest shall convey, by special warranty deed, good and indefeasible fee simple title to the Property free and clear of all liens and encumbrances except for the Permitted Liens (a) At the Closingas defined below). As used herein, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the term "Permitted Exceptions") and deliver to Purchaser Liens" shall mean any of the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
following: (i) General Warranty Deed liens for taxes not yet due and payable, (ii) easements, encroachments and encumbrances listed in the draft title commitment dated November 4, 1997 issued by Lawyers Title Insurance Corporation, a copy of which is attached hereto as EXHIBIT C (the "DeedTitle Commitment"), (iii) conveying title liens in favor of MetLife if assumed by Buyer in accordance with paragraph 5 below, and (iv) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the Property. Quest covenants that, except as otherwise disclosed in the Title Commitment, it has not assigned or conveyed and will not assign or convey any interest, including, without limitation, any easement or leasehold interest, in the Property or permit any liens or other encumbrances to attach thereto prior to the Land and Improvements subject only Property Closing. If there should be filed against the Property any such lien or encumbrance or if, any exception to title appears in the Title Commitment other than a Permitted Exceptions.
Lien, Buyer may elect either (i) to rescind this Option or (ii) An assignment of any to close the purchase and all contracts sale transaction without regard to such title objections but with a mutually-agreed upon adjustment to the Purchase Price. If the parties are unable to agree upon such adjustment, then such dispute shall be resolved by arbitration as provided in paragraph 11 below. Liens affecting the Property, together with any security or Property (other deposits pertaining thereto.
(iiithan the Permitted Liens) Blanket assignment and transfer which are dischargeable by the payment of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which money shall be duly executedpaid by Quest at the Property Closing. Additionally, sealedQuest covenants to maintain the Property in good condition and repair, witnessed normal wear and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officerstear excepted. In the event that Purchaser is an entity other than of a corporationbreach of the foregoing covenant, Purchaser shall deliver certifications equivalent Buyer may elect either (i) to those required by rescind this Option or (ii) to close the preceding sentence with respect purchase and sale transaction without regard to such entity.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward damage but with a mutually-agreed upon reduction in the Purchase Price. If the parties are unable to agree upon such adjustment, then such dispute shall be resolved by arbitration as provided in paragraph 11 below.
Appears in 1 contract
Conveyance. (a) At the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At Closing, Seller shall convey to Purchaser insurable and marketable fee simple title to the Property by means of a duly executed and acknowledged grant deed in the form of Exhibit C attached hereto and made a part hereof (the "Grant Deed"). Evidence of delivery of insurable fee simple title shall be the issuance by Title Company of an ALTA Owner's Policy of Title Insurance (Form B, rev. 10/17/70) in an amount not less than the Purchase Price insuring fee simple title to the Property in Purchaser, subject only to such exceptions as Purchaser shall have expressly approved pursuant to Section 4.1.1 above, general real estate taxes and assessments for the Permitted Survey Exceptions then applicable tax fiscal year in which the Closing occurs, general real estate taxes and assessments for subsequent years not yet due and payable and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed Seller Lease (the "DeedTitle Policy") conveying ). Said policy shall provide full coverage against mechanics' or materialmen's liens arising out of the construction, repair or alteration of any of the Improvements or any tenant improvements and shall contain such special endorsements as Purchaser may reasonably require. The Closing shall mean the date that the Grant Deed is recorded in the official records of San Diego County and possession of the Property is delivered to Purchaser. Title shall be free and clear of all liens, encumbrances, easements and restrictions except those expressly accepted by Purchaser. Seller hereby covenants and agrees that from and after the Agreement Date, Seller shall not sell, assign, encumber or create any right, title or interest in the Property, or any part thereof, or permit to exist, any lien, encumbrance or charge thereon, without the prior written consent of Purchaser. Notwithstanding anything to the Land and Improvements subject only contrary contained herein, Seller shall remove or cause to be removed by the Permitted Exceptions.
(ii) An assignment of Closing any and all contracts monetary liens or encumbrances affecting the Property, together with any security or Property other deposits pertaining thereto.
(iii) Blanket assignment than current taxes and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller assessments for which a lien is not a "foreign person" for withholding purposes under the Internal Revenue Codeyet due or payable.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase Price.
Appears in 1 contract
Conveyance. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Administrative Agent and the Lenders, hereby agree to sell, assign and convey to Purchaser and Purchaser hereby agrees to (a) At purchase and accept from Administrative Agent and the ClosingLenders, all of the parties will execute Lenders’ right, title and deliver interest in and to the obligations under the Credit Agreement and Loan Documents, including but without limitation all deeds Loans and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
Commitments and (b) At Closing, Seller shall convey accept and assume all obligations of the Property subject only to administrative agent under the Permitted Survey Exceptions Credit Agreement and the Permitted Title Exceptions Loan Documents, all subject to and in accordance with the terms and provisions of this Letter Agreement (collectivelythe “Purchase Transaction”). In connection with the Purchase Transaction, Platinum Partners Value Arbitrage Fund, L.P. (“Parent”), the "Permitted Exceptions"parent of the Purchaser, and certain material subsidiaries of the Parent have agreed to executed a guaranty of even date herewith to secure the obligations of the Purchaser hereunder. The Purchase Transaction shall close on August 30, 2013 (the “Closing Date”) and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following Administrative Agent, for the Lenders, the Purchase Price and the Credit Agreement Expenses (all each as defined below) by wire transfer of which shall be duly executedimmediately available funds by 2:00 p.m. Houston time on August 30, sealed2013. Notwithstanding the foregoing, witnessed Administrative Agent, the Lenders and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by Purchaser acknowledge that the Secretary of State of California, dated within thirty (30) days prior Borrower is working to Closing.
(iii) A copy of a Resolution obtain refinancing of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officersCredit Agreement from other financial institutions. In the event that Borrower is able to obtain and close a refinancing of the Credit Agreement, acceptable to the Administrative Agent and the Lenders, prior to August 30, 2013, the Administrative Agent’s and the Lenders’ obligations hereunder to sell and assign the Loans and Commitments and Plantinum’s obligation to purchase the Loans and Commitments and assume the obligations under the Credit Agreement as described herein shall terminate; provided, except as provided in Section 2 below, the Purchase Fee (as defined below) shall not be refunded to Purchaser is an entity other than a corporation, and Purchaser shall deliver certifications equivalent to those required by remain liable for payment of the preceding sentence with respect to such entityLetter Agreement Expense.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase Price.
Appears in 1 contract
Sources: Credit Agreement (Black Elk Energy Offshore Operations, LLC)
Conveyance. (a) At 4 of the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions Lease is hereby deleted and the Permitted Title Exceptions following is inserted in its place: "The Property and the skybridge (collectively, the "Permitted Exceptions"described in Section 47.3.4) and deliver to Purchaser the following documents (all of which shall be duly executedconveyed by Lessor to Lessee by Statutory Special Warranty Deed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions.
. The trust deeds in favor of Principal Mutual Life Insurance Company listed as exceptions 50, 51 and 52 in the 6th Supplemental Preliminary Title Report dated March 18, 1998, Title Number W186736H issued by Transnation Title Insurance Company shall not be Permitted Exceptions as to the conveyance of the Property or the skybridge but shall be permitted exceptions as to the appurtenant rights acquired by Lessee under a separate skybridge easement agreement to be entered into between Lessor, Lessee and, if applicable, Lessee's designee. The conveyance shall allow Lessee and its successors to continue to enjoy rights and obligations with respect to the common areas (ii) An assignment of any as set forth in the Covenants, Conditions, and all contracts affecting Restrictions then encumbering the Property) after the Closing, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment equivalent to those prevailing before the Closing, provided Lessee and transfer of any its successors pay all common area assessments and abide by all assignable warranties and guarantees from any contractorsConditions, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liensCovenants, and rights of parties Restrictions in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related force from time to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency time with respect to such officerscommon areas. In At Lessee's request, Lessor shall convey title to the event that Purchaser is Property to an entity institutional lender or trustee providing synthetic lease financing or other than institutional financing to Lessee in connection with its acquisition of the Property; provided, however, use of such designee will not affect (or operate as a corporationrelease of) Lessee's obligations or liability under the Lease, Purchaser shall deliver certifications equivalent including the Option to those required by Purchase provisions of the preceding sentence with respect to such entityLease.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase Price."
Appears in 1 contract
Sources: Lease Agreement (Sequent Computer Systems Inc /Or/)
Conveyance. (a) At On the ClosingClosing Date, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At Closing, Seller Sellers shall convey the Property subject only title to the Permitted Survey Exceptions and the Permitted Title Exceptions Properties by special or limited warranty deeds (collectively, the "“Deeds” and individually a “Deed”), free and clear of all liens and encumbrances, except the following (collectively, the “Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
”): (i) General Warranty Deed (the "Deed") conveying title to the Land all real estate taxes and Improvements subject only to the Permitted Exceptions.
assessments, both general and special, not yet due and payable; (ii) An assignment declarations, conditions, covenants, restrictions, easements, rights of any way and all contracts affecting other matters of record, including without limitation, those items shown on the subdivision plat of the Property, together with any security which are not objected to or other deposits pertaining thereto.
waived by Buyer pursuant to Section 3.2 herein; (iii) Blanket assignment zoning and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
building ordinances; (iv) The original the rights of any tenants in possession as tenants only; and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under those matters which would be disclosed by any accurate survey of the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based Property. Also on the Updated Survey.
Closing Date, Sellers shall transfer and assign its interest in and to that certain Centerpoint Ground Lease dated June 24, 2002, as amended (ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by “▇▇▇. ▇▇▇▇ Ground Lease”) by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that ▇▇, as landlord and CAP Easely, LLC, as tenant, pursuant to an assignment of ground lease (the representations and warranties “Assignment of Seller set forth herein are true and correct Ground Lease”) in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such recordable form, which shall, among other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closingthings, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
provide for: (i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior an indemnification from Sellers to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency Buyer with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity.
(d) At Closing, Escrow Agent will apply Sellers’ performance of any of its obligations under the ▇▇▇▇▇▇▇ Money toward Ground Lease arising prior to the Purchase PriceClosing Date; and (ii) an indemnification from Buyer to Sellers with respect to its performance of its obligations under the ▇▇▇▇▇▇▇ Ground Lease on and after the Closing Date. Such indemnifications in the Assignment of Ground Lease shall survive Closing and shall not be limited by any of the limitations on other indemnifications set forth in this Agreement. Transfer of Sellers’ interest as landlord under the leases of the Properties set forth on Exhibit “C” attached hereto and made a part hereof (the “Leases”) shall be made by Assignment and Assumption Agreements (individually an “Assignment of Leases” and collectively the “Assignments of Leases”), substantially in the form of the Assignment of Leases attached hereto as Exhibit “D” and made a part hereof, to be executed by Sellers and Buyer effective as of the Closing Date. In addition, Sellers shall assign to Buyer at Closing all license agreements and other temporary occupancy agreements then in effect with respect to the Properties (collectively, the “Temporary Occupancy Agreements”). At Closing, Sellers shall also assign and convey to Buyer all personal property located upon the Properties and owned by Sellers and to the extent assignable all warranties, guaranties, indemnities and intangible rights associated with each of the Properties, if any, including the name used to identify each Property, such assignment to be made by appropriate instruments.
Appears in 1 contract
Sources: Purchase Agreement (Phillips Edison - ARC Shopping Center REIT Inc.)
Conveyance. (a) At On the Closing Date, and upon payment by CCA to or on behalf of the Authority of the consideration set out in Section 2.3(i) and (ii) below, the Authority will convey to CCA the Land, buildings and improvements comprising the Facility by Warranty Deed, in the same form attached hereto as Exhibit B, and the machinery, equipment and other items of personal property comprising the Facility by Bill ▇▇ Sale and Assignment, in the same form attached hereto as Exhibit C. The Bill ▇▇ Sale and Assignment will include an assignment of all right, title and interest of the Authority under (i) the Monitor Agreement, dated as of August 29, 1995, between the Authority and Norr▇▇ & ▇ssociates, Inc., and (ii) the Marketing Services Agreement, dated as of August 29, 1995, between the Authority and Capitol Consultants relating to the Facility, and an assumption by CCA of all obligations of the Authority under said agreements from and after the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At ClosingCCA may obtain, Seller shall convey the Property subject only to the Permitted Survey Exceptions at its option and the Permitted Title Exceptions (collectivelyat its expense, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "Deed") conveying an owner's title insurance commitment from a title insurance company of its choice to issue a title insurance policy insuring marketable fee simple title to the Land and Improvements subject Facility to CCA, which will contain only to those title exceptions described in the Permitted Exceptions.
Warranty Deed attached hereto as Exhibit B, (ii) An assignment an as-built survey for the Facility prepared by an Oklahoma registered land surveyor of any and all contracts its choice, which will disclose no matters affecting the PropertyFacility other than those described in the Warranty Deed attached hereto as Exhibit B, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer a Phase I environmental site assessment report for the Facility from an environmental engineer of any and all assignable warranties and guarantees from any contractorsits choice, subcontractorswhich will disclose no adverse or material environmental matters affecting the Facility other than those matters caused or created by CCA, suppliers, manufacturers or distributors relating to the Property.
and/or (iv) a going concern appraisal. The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized Authority agrees to execute and deliver to the title company issuing said title insurance policy on or before the Closing such documents on behalf of Purchaserresolutions, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporationconsents, Purchaser shall deliver notices and title affidavits and certifications equivalent to those reasonably requested or customarily required by the preceding sentence title company in order to enable the title company to issue its title policy to CCA, upon payment of the premium therefor, without title exceptions or requirements other than those title exceptions contained in the Warranty Deed attached hereto as Exhibit B and with respect to such entitythe standard preprinted title exceptions deleted therefrom.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase Price.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Corrections Corporation of America)
Conveyance. (a) At Seller shall convey the Real Property to Purchaser by good and sufficient warranty deed following the Maine statutory short form (the “Deed”). If requested by Purchaser, Seller agrees to convey the Real Property utilizing a description prepared from a survey procured by Purchaser. Seller shall convey and assign the Permits and Approvals, if any, and the Warranties, if any, to Purchaser by one or more good and sufficient assignment instruments in form and substance reasonably satisfactory to Purchaser. Title to the Premises shall be good and marketable, free of all encumbrances, and subject only to the Permitted Exceptions (as such term is defined below). Seller shall have the right to use the Purchase Price paid at Closing to satisfy any indebtedness secured by the Premises or any portion thereof provided that all payments related thereto are made at Closing and provided that discharges or terminations of all mortgages of and security interests in the Premises are executed, acknowledged, and delivered by the holder(s) of such indebtedness at Closing (or commercially reasonable arrangements acceptable to Purchaser and its title insurance company have been made for the execution, acknowledgment, and delivery of such discharges and terminations have been made at or prior to Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section).
(b) At ClosingWithout limiting the generality of Section 4(a), Seller the Premises shall convey not be considered to be in compliance with the provisions of this Agreement with respect to title unless title to the Real Property is insurable for the benefit of Purchaser at ordinary rates under the 2006 ALTA form of owner’s title insurance policy by a title insurance company of Purchaser’s selection, with so-called “extended coverage,” and including such reasonable endorsements as Purchaser shall require and subject only to the Permitted Survey Exceptions (as that term is hereafter defined). As used herein, the term “Permitted Exceptions” shall mean (i) environmental, and other laws and governmental rules, regulations, ordinances or bylaws as may affect the use, maintenance or ownership of the Property; (ii) such property taxes for the then current municipal fiscal year as are not yet due and payable on the Closing Date (but subject to pro-ration thereof as provided in this Agreement); (iii) any liens for municipal betterments assessed after the Closing Date; (iv) subject to the provisions of the following paragraph, easements, special permits, and restrictions of record as of the date hereof; and (v) subject to the provisions of the following paragraph, any state of facts existing on any existing or current survey of the Real Property. On or before the expiration of the Due Diligence Period (as such term is defined below), Purchaser shall review title to the Property and deliver to Seller a written notice (“Title Objection Notice”) of any title matters existing of record existing as of the effective date of the title insurance commitment or survey matters existing as of the date of such survey (with the effective date of the title commitment and the date of the surveying being hereinafter referred to as the “Title Effective Date”), which written notice shall be given no later than 5:00 p.m. on the last day of the Due Diligence Period (other than Permitted Exceptions (i) through (iii) above) which shall be cured or otherwise addressed to Purchaser’s satisfaction prior to Closing (“Title Exceptions Objections”). Any Title Objection Notice shall provide a summary description of the nature of the Title Objections referenced therein. If Purchaser fails to timely deliver a Title Objection Notice to Seller on or before the expiration of the Due Diligence Period, any right of Purchaser to claim any Title Objections with respect to title matters existing of record as of the Title Effective Date and survey matters existing as of the Title Effective Date shall be deemed waived for all purposes, and, subject to the terms hereof, Purchaser shall be deemed satisfied with the state of title and survey to the Property as of the Title Effective Date. If Purchaser delivers a timely Title Objection Notice prior to the expiration of the Due Diligence Period, any title matters existing of record as of the Title Effective Date and any survey matters existing as of the Title Effective Date, in either case which would properly constitute Title Objections, and which Purchaser fails to call to Seller’s attention in the Title Objection Notice shall be deemed to constitute a “Permitted Exception” for purposes of this Agreement and Purchaser shall be deemed satisfied with the state of title and survey to the Property as of the Title Effective Date, except only for the Title Objections stated in the Title Objection Notice so delivered and except for Monetary Liens. Seller shall have ten (10) days (the “Cure Notice Period”) after the timely receipt of a Title Objection Notice to give Purchaser written notice (a “Cure Notice”) as to which, if any, Title Objections Seller agrees to cure on or before the Closing Date (the “Cured Title Objections”); provided, however, that Seller shall cure any mortgage liens, mechanics liens and any other voluntary monetary liens or encumbrances affecting the Property (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which “Monetary Liens”). If Seller does not give a Cure Notice within such period, Seller shall be duly executeddeemed to have elected not to cure any of the Title Objections. If Seller does not give a Cure Notice, sealedor if Seller gives Purchaser a Cure Notice within such period but does not agree therein to cure all Title Objections (or Seller’s proposed efforts to cure are not satisfactory to Purchaser), witnessed and notarized where required):
then Purchaser may elect to either (i) General Warranty Deed (the "Deed") conveying title proceed to the Land and Improvements Closing subject only to the Permitted Exceptions.
, specifically including any Title Objections which Seller has elected not to cure, and without reduction of the Purchase Price; or (ii) An assignment terminate this Agreement by giving Seller written notice of any and all contracts affecting such election within ten (10) days after the Property, together with any security expiration of the Cure Notice Period or other deposits pertaining thereto.
ten (iii10) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation days after Purchaser’s receipt of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient ’s Cure Notice. If Purchaser so elects to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liensterminate this Agreement, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated then this Agreement shall terminate as of the date of Purchaser’s termination notice, whereupon the Deposit, less the sum of $100.00 (the “Independent Consideration”), shall be promptly returned to Purchaser, the Independent Consideration shall be paid to Seller in consideration of this Agreement, and this Agreement shall become void and without recourse to the parties hereto. Seller shall use commercially reasonable efforts prior to Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions to cure any Title Objections referenced in the Agreement.
(xii) Such other documentation as Cure Notice in a manner reasonably satisfactory to Purchaser, and may be reasonably required of Seller extend the time for Closing up to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within an additional thirty (30) days as necessary; provided, however, that notwithstanding the foregoing, in no event shall Seller be obligated to expend more than Ten Thousand Dollars ($10,000.00) (the “Title Cap”), in the aggregate, in using reasonable efforts to cure or otherwise resolve any Title Objections or additional objections to title which would properly be the subject of a Title Objection as described below; provided further that the Title Cap shall in no event be deemed to limit the expenditures required by Seller to discharge and release Monetary Liens. Purchaser shall have the right prior to Closing.
Closing to make additional objections to title and/or survey with respect to any matters which would properly be the subject of a Title Objection, but which first appear of record after the Title Effective Date and, in any such event, Seller shall use commercially reasonable efforts prior to Closing to cure any such additional objections which would properly be the subject of a Title Objection, subject to the limitations and extension rights set forth above, including the Title Cap. If Purchaser’s diligence of the Property discloses judgments, bankruptcies or other returns against other persons or entities having names the same as or similar to that of Seller, Seller, on request, shall deliver to Purchaser or the Title Company affidavits to the effect that such judgments, bankruptcies or other returns are not against Seller. If the title commitment issued by the Title Company discloses exceptions (other than the Permitted Exceptions) which (i) may be removed solely by delivery of an affidavit, reasonably requested by the Title Company, which can be delivered by Seller or by reference to Seller’s existing title policy, or (ii) Seller voluntarily created subsequent to the Effective Date, or (iii) A copy may be removed or satisfied by the payment of a Resolution liquidated sum of money not in excess of the Board of DirectorsTitle Cap in the aggregate, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver then Seller shall remove such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entityexceptions.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase Price.
Appears in 1 contract
Conveyance. i. In accordance with the terms and conditions contained in this conveyance deed and in consideration of the total price including EDC & IDC ………………. (aRupees only ) At paid by the Closingallottee and received by the promoter (as per details mentioned in the payment schedule- hereunder), the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by promoter ▇▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying , convey, assign and transfer unto the allottee by way of sale, the said COMMERCIAL SPACE of the said project free from all encroachments, charges and encumbrances together with all ways, paths, passages, rights, liberties, privileges and easements, whatsoever to the said COMMERCIAL SPACE or in any way appended therewith usually held as part and parcel thereof. And now it shall be lawful for the allottee for all times hereafter to occupy/posses the said COMMERCIAL SPACE and hold and enjoy the same and every part thereof without any interruption, disturbance, claim or demand from the promoter subject to the terms and conditions of this conveyance deed and the declaration. The promoter agree that they shall from time to time and at all times hereafter, upon every reasonable request and at the cost of the allottee, make, acknowledge, execute and perfect with all proper dispatch, all such further and other lawful and reasonable acts, deeds, matters and things whatsoever necessary for assuring the said COMMERCIAL SPACE unto the allottee in the manner mentioned in this conveyance deed. The promoter covenant that this conveyance deed is executed in all its entirety and that the representations and warranties of Seller set forth herein are true and correct in all material respects as promoter has received full sale price of the Closing Date and that Seller has fulfilled all said COMMERCIAL SPACE.
ii. The Total Price of the conditions COMMERCIAL SPACE as per approved demarcation/ zoning plan is ` (Rupees only) ("Total Price") (Give break up and description): Block No. CARPET Area of COMMERCIAL SPACE in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation sq. Fts Rate per sq. fts. Basic Price of the transactions contemplated hereby.
COMMERCIAL SPACE GST (cif applicable) At Closing, Purchaser shall deliver to Seller the following EDC (all of which shall be duly executed, sealed, witnessed and notarized where required):As Applicable) IDC (As Applicable) Total price (in rupees)
(i) The Down Payment, Note and Deed of Trust.Total Price as mentioned above includes the booking amount paid by the allottee to the Promoter towards the COMMERCIAL SPACE;
(ii) A copy The Total Price as mentioned above includes Taxes (GST and Cess or any other taxes/ fees/ charges/ levies etc. which has been levied, in connection with the development/ construction of a good standing certificate regarding Oasis certified the Project(s)) paid/ payable by the Secretary Promoter up to the date of State handing over the possession of Californiathe COMMERCIAL SPACE to the allottee(s) or the competent authority, dated within thirty (30) days prior to Closing.as the case may be, after obtaining the necessary approvals from competent authority for the purposes of such possession:
(iii) A copy of a Resolution The Promoter has provided to the Allottee(s) the details of the Board of Directors, Managing Member taxes/ fees/ charges/ levies etc. paid or General Partner of Purchaser authorizing demanded along with the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, acts/ rules/ notifications together with a Certificate of Incumbency with respect to dates from which such officerstaxes/ fees/ charges/ levies etc. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity.have been imposed or become effective;
(div) At ClosingThe Total Price of COMMERCIAL SPACE includes recovery of price of land, Escrow Agent will apply development/ construction of the ▇▇▇▇▇▇▇ Money toward Common Areas (if applicable), internal development charges, infrastructure augmentation charges, external development charges, taxes/ fees/ levies etc., fire detection and firefighting equipment in the Purchase Price.common areas, maintenance charges for a period of 5 years and includes cost for providing all other facilities, amenities and specifications to be provided in the Colony..
Appears in 1 contract
Sources: Conveyance Deed
Conveyance. It is expressly acknowledged and agreed that:
(a) At The Transfer of the ClosingUnit shall be prepared by the Vendor’s solicitors and delivered to the Purchaser’s solicitors. The Purchaser shall pay the cost of registration of the Transfer and the Purchaser’s first mortgage on the Unit (if any), the parties will execute including any mortgage insurance and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.related application fee(s);
(b) At ClosingIf a new mortgage, Seller as arranged by the Purchaser, is contemplated, the Purchaser shall convey make a bona fide effort to secure such new mortgage. The proposed terms and conditions of such mortgage shall be set out in a mortgage commitment signed by the Property subject only mortgagee with a copy delivered to the Permitted Survey Exceptions and Vendor if requested by the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.Vendor;
(c) At ClosingThe Purchaser agrees to irrevocably assign the proceeds of such new mortgage to the Vendor to secure payment of the Purchase Price;
(d) If the net proceeds of the mortgage are less than the sum agreed to be assigned to the Vendor, the Purchaser shall deliver forthwith on demand pay to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):Vendor the amount necessary to make up such deficiency;
(ie) The Down PaymentIn the event at the Closing Date there remains unadvanced a portion of the funds to be advanced under the mortgage, Note the Purchaser shall pay all other amounts due to the Vendor on such date and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified shall execute such documentation as required by the Secretary Vendor to secure payment to the Vendor of State of California, dated within thirty (30) days such unadvanced funds. If title to the Unit is transferred to the Purchaser prior to Closing.
(iii) A copy of a Resolution the Vendor receiving the full purchase proceeds, including any mortgage funds, then, at the option of the Board Vendor, as security for payment of Directorsthe full Purchase Price, Managing Member or General Partner a Caveat may be registered by the Vendor to give notice as to the amount of the Purchase Price unpaid. The Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized also agrees to execute and deliver such documents on behalf to his solicitor, prior to the final Closing Date, a Tenancy-at-Will Agreement and a properly executed Transfer Back of Purchaserthe Unit from the Purchaser to the Vendor. The Transfer Back will be held in trust until the full purchase monies, including any mortgage funds, have been released to the Vendor hereunder, however, should the Vendor not receive the full purchase monies together with a Certificate any interest thereon within ten (10) days after delivery of Incumbency with respect the Transfer, the Vendor shall be at liberty to such officers. In use the Transfer Back to restore title to the Unit to the name of the Vendor, and the Purchaser shall be responsible for clearing the title of all encumbrances registered the source of which is attributable to the Purchaser;
(f) Subject to 2(e) above, in the event that the total purchase proceeds, including mortgage proceeds, are not advanced and released to the Vendor on the date that title is transferred to the Purchaser is an entity other than a corporationfor any reason whatsoever, the Purchaser shall deliver certifications equivalent pay interest to those required the Vendor upon such unreleased amount, until paid and released to the Vendor, at the interest rate equal to twelve (12%) percent per annum;
(g) Notwithstanding (e) and (f) above, if the Vendor has not received all monies due and owing to the Vendor herein on the date that title is transferred to the Purchaser or, in the case of mortgage funding delay pursuant to clause 2(e) above, within ten (10) days of the date when such funds are generally releasable, the Vendor shall be at liberty to consider the Purchaser in default and terminate this Purchase Agreement in consequence of such default, in which event all monies paid by the preceding sentence with respect Purchaser to the Vendor shall be subject to forfeiture, however, such entity.forfeiture shall not be deemed to be all inclusive liquidated damages and shall not preclude any further claims or remedies at law or equity by the Vendor against the Purchaser arising pursuant thereto; and
(dh) At ClosingThe Vendor shall have no responsibility whatsoever to the Purchaser to assist in obtaining, Escrow Agent will apply maintaining, or preserving the ▇▇▇▇▇▇▇ Money toward terms of the Purchase PricePurchaser’s mortgage, including, without limitation to the foregoing, preservation of the interest rate chargeable thereunder in consequence of any delay or in any postponement of the Closing Date.
Appears in 1 contract
Sources: Real Estate Purchase Contract
Conveyance. (a) At 4.1 Seller shall deliver to Buyer at the Closing, Closing recordable Corporate Warranty Deed conveying merchantable title to the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this sectionSale Property.
4.2 Seller shall deliver to Buyer at the Closing a completed Real Estate Transfer Declaration signed by Seller or Seller’s agent in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois. Seller shall pay for any transfer tax imposed on the recording of the deed of conveyance. Buyer shall be responsible for the cost of recording the deed of conveyance.
4.3 At least twenty-one (b21) At days prior to Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser Buyer, at Seller’s expense, evidence of good and merchantable title in the following documents (all Premises by delivering a written commitment for an Owner's Title Guaranty Policy issued by a title insurance company duly qualified in the State of Illinois, which shall be duly executed, sealed, witnessed covers the Premises and notarized where required):
(i) General Warranty Deed (the "Deed") conveying which commits to insure Buyer's title to the Land Premises for the amount of the purchase price. Such title insurance company to be mutually agreed upon by the parties. Buyer shall pay for charges relating to (a) post- closing title updates or title searches and Improvements subject only (b) any mortgagee endorsement to the Permitted Exceptions.
(ii) An assignment of title insurance policy. Seller shall pay any and all contracts affecting the Property, together with any security title premium or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to cost associated with the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as issuance of the Closing Date signed Owner’s Title Guarantee Policy insuring Buyer after Closing, other than the foregoing charges payable by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that . Said title commitment shall be conclusive evidence of good title as therein shown as to all matters insured by the representations and warranties of Seller set forth herein are true and correct policy, subject only to general exceptions normally contained in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreementsuch a commitment.
4.4 If the title commitment discloses title defects which materially affect the title, (xii) Such other documentation as may be reasonably required of "Defects"), Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within have thirty (30) days prior from the date of notice by Buyer of the Defects to Closing.
have the Defects removed or to have the title insurer commit to insure against loss or damage that may be occasioned by the Defects. If Seller fails to have the Defects removed or, in the alternative, to obtain the commitment for title insurance specified above as to such Defects within said thirty (iii30) A copy day period, Buyer may terminate this Contract or may elect, upon notice to Seller within ten (10) days after the expiration of said thirty (30) day period, to take title as it then is with the right to deduct from the purchase price liens or encumbrances of a Resolution definite or ascertainable amount. If Buyer does not so elect, this Contract shall become and be null and void without further action of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution parties and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase PriceMoney, if any, shall be promptly returned to Buyer.
Appears in 1 contract
Sources: Contract for Sale of Real Estate
Conveyance. Quest shall convey, by special warranty deed, good and indefeasible fee simple title to the Property free and clear of all liens and encumbrances except for the Permitted Liens (a) At the Closingas defined below). As used herein, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the term "Permitted Exceptions") and deliver to Purchaser Liens" shall mean any of the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
following: (i) General Warranty Deed liens for taxes not yet due and payable, (ii) easements, encroachments and encumbrances listed in the draft title commitment dated November 4, 1997 issued by Lawyers Title Insurance Corporation, a copy of which is attached hereto as Exhibit C (the "DeedTitle Commitment"), (iii) conveying title liens in favor of MetLife if assumed by Buyer in accordance with paragraph 5 below, and (iv) zoning, entitlement, building and other land use regulations imposed by Governmental Authorities having jurisdiction over the Property. Quest covenants that, except as otherwise disclosed in the Title Commitment, it has not assigned or conveyed and will not assign or convey any interest, including, without limitation, any easement or leasehold interest, in the Property or permit any liens or other encumbrances to attach thereto prior to the Land and Improvements subject only Property Closing. If there should be filed against the Property any such lien or encumbrance or if, any exception to title appears in the Title Commitment other than a Permitted Exceptions.
Lien, Buyer may elect either (i) to rescind this Option or (ii) An assignment of any to close the purchase and all contracts sale transaction without regard to such title objections but with a mutually-agreed upon adjustment to the Purchase Price. If the parties are unable to agree upon such adjustment, then such dispute shall be resolved by arbitration as provided in paragraph 11 below. Liens affecting the Property, together with any security or Property (other deposits pertaining thereto.
(iiithan the Permitted Liens) Blanket assignment and transfer which are dischargeable by the payment of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which money shall be duly executedpaid by Quest at the Property Closing. Additionally, sealedQuest covenants to maintain the Property in good condition and repair, witnessed normal wear and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officerstear excepted. In the event that Purchaser is an entity other than of a corporationbreach of the foregoing covenant, Purchaser shall deliver certifications equivalent Buyer may elect either (i) to those required by rescind this Option or (ii) to close the preceding sentence with respect purchase and sale transaction without regard to such entity.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward damage but with a mutually-agreed upon reduction- in the Purchase Price. If the 2 parties are unable to agree upon such adjustment, then such dispute shall be resolved by arbitration as provided in paragraph 11 below.
Appears in 1 contract
Sources: Option Agreement for the Purchase and Sale of Real Property (Atrion Corp)
Conveyance. On the Closing Date, subject to the terms and conditions of this Agreement, Seller shall deliver, or cause to be delivered, the Deed, the ▇▇▇▇ of Sale and Assignment and such other instruments as shall be necessary to convey, assign or grant to Buyer good and marketable fee title to the Property, free and clear of all liens, claims and encumbrances (except for Permitted Encumbrances). Buyer will assume liability for any loans securing any vehicles included within the Property transferred at Closing. Seller acknowledges and agrees that as a condition to Buyer’s obligation to close, Title Insurer shall be irrevocably committed to issue to Buyer a policy of title insurance showing good and indefeasible title to the real property comprising the Facility in fee simple vested in Buyer as of the Closing, subject only to the Permitted Encumbrances applicable to the Property (the “Title Policy”). Each party shall execute and deliver such instruments and take such actions as either party may reasonably request in order to effectuate the purposes of this Agreement.
(a) At The Deed shall be sufficient to convey good and indefeasible fee simple title to Buyer the Closingportion of the Property constituting real property and shall be duly executed, acknowledged and in recordable form. The Deed shall be deemed to include all appurtenances to the parties will execute subject real property conveyed thereby, including all right, title and deliver all deeds interest, if any, of the grantor in and other documents necessary to consummate any land lying in the transactions contemplated by this Agreementbed of any street adjoining the Property to the center line thereof, as more specifically set forth in this sectionand any existing improvements located on the Property.
(b) At Closing, Seller The ▇▇▇▇ of Sale and Assignment shall be sufficient to convey the Property subject only good and marketable fee title to the Permitted Survey Exceptions Personal Property to Buyer and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed. In addition, sealed, witnessed Seller will execute or obtain and notarized where required):
(i) General Warranty Deed (deliver to Buyer on the "Deed") conveying Closing Date all other proper instruments for the conveyance of such title to the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Personal Property.
(ivc) The original Seller shall deliver (i) a “FIRPTA” certificate in form and substance satisfactory to Buyer and in conformance with Section 1445(b)(2) of any and all assignable licenses and permits related the Code, to the Property.
(v) An affidavit establishing effect that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
person and (viii) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such such other documentation affidavits or certificates as may be reasonably required of Seller under applicable law in order to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents confirm that Buyer is not required to effectuate such, and designating withhold taxes from the person authorized payment of sale proceeds to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entitySeller.
(d) At Closing, Escrow Agent will apply Each party shall execute and deliver any state and/or county real estate transfer tax declaration of real estate value or other affidavit required in connection with the ▇▇▇▇▇▇▇ Money toward recordation of the Purchase PriceDeed.
Appears in 1 contract
Conveyance. (a) At 1.1. In consideration of the Closing, payment of the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this sectionentire consideration of Rs.
(b1.2. The Allottee(s) At Closing, Seller shall convey have the Property subject only right to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):as mentioned below:
(i) General Warranty Deed (The Allottee(s) shall have exclusive ownership of the "Deed") conveying title to the Land and Improvements subject only to the Permitted ExceptionsSaid Unit.
(ii) An assignment The Allottee(s) shall have right to use the Common Areas. Since the share/ interest of the Allottee(s) in the Common Areas is undivided and cannot be divided or separated, the Allottee(s) shall use the Common Areas along with other occupants, maintenance staff, etc., without causing any inconvenience or hindrance to them.
1.3. The Allottee(s) agrees and undertakes that the Said Unit shall be treated as a single indivisible Unit for all purposes and that common areas / services / facilities of the Project (as mentioned in Schedule III hereto) shall be available for use and enjoyment of all allottees / flat owners of the Project. The Allottee(s) hereby further agrees that irrespective of location of any of the facilities of amenities within the Project, occupier of each building / Tower shall be entitled to jointly use and enjoy the common areas / services / facilities
1.4. The Promoter has paid / is liable for all contracts affecting outgoings upto the Propertycompletion date (including land cost, together with any security municipal or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractorslocal taxes, subcontractorscharges for water or electricity, suppliersmaintenance charges, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits which are related to the PropertyProject). All outgoings from the Completion Date in respect of the Said Unit is the sole liability of the Allottee(s), irrespective of whether the same has accrued or not, levied or leviable in future.
(v1.5. The Allottee(s) An affidavit establishing agrees and undertakes that Seller is not a "foreign person" the covenants, restrictions, obligations and undertaking as referred in the Agreement for withholding purposes under Sale shall be binding upon the Internal Revenue Code.
(viAllottee(s) A reaffirmation and all transferees of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that Allottee(s). The covenants contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which this Deed shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trustcovenants running with the land.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase Price.
Appears in 1 contract
Sources: Deed of Conveyance
Conveyance. (a) At On the ClosingClosing Date, the parties will execute DDA shall convey and deliver transfer to the Developer by covenant deed, fee simple title to the Development Parcel free of all deeds mortgages and other documents necessary liens, but subject to consummate the transactions contemplated right of reversion of the DDA set forth herein, the conditions, covenants and restrictions contained in this Development Agreement and all restrictions of record, easements, building and use codes, regulations and restrictions, zoning ordinances, encroachments, matters which would be revealed from an inspection and/or survey of the Development Parcel and real estate taxes and special assessments not yet due and payable (collectively “Permitted Restrictions”). Any easements of record created after the date of this Agreement by the DDA shall be subject to the approval of the Developer. It is the intent of the DDA and Developer that the conveyance of the Development Parcel to the Developer shall be a fee simple determinable, with the DDA retaining a possibility of reverter which shall automatically ripen into a fee simple interest in the DDA upon the failure of the Developer to Commence Construction of the Project as and when required by this AgreementDevelopment Agreement due to a Developer Default (a “Reversion Event”). Upon the occurrence of a Reversion Event, as more specifically set forth the DDA shall provide the Developer with written notice (“Reversion Default Notice”) that it intends to record a notice with the Oakland County Register of Deeds (which notice shall be in this section.
(b) At Closingaccordance with MCLA § 565.451(a)), Seller shall convey confirming the Property subject only Reversion of the Development Parcel to the Permitted Survey Exceptions and DDA due to the Permitted Title Exceptions Developer’s Default (collectively“Reversion Notice”), unless the Developer’s Default is cured within ten (10) business days after the Reversion Default Notice. If the Developer’s default if not cured within ten (10) business days after the Reversion Default Notice, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which DDA shall be duly executed, sealed, witnessed and notarized where required):
entitled to record the Reversion Notice. Upon the occurrence of a Reversion Event which is not cured with ten (10) business days after the Reversion Default Notice: (i) General Warranty Deed (the "Deed") conveying fee simple title to the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions Development Parcel shall automatically revest in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect DDA without the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified need for any action by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of DDA or the Board of Directors, Managing Member or General Partner of Purchaser authorizing Developer and without the transactions contemplated herein, need for the execution and delivery of all documents required any deed or other document and (ii) the DDA shall refund to effectuate such, and designating the person authorized to execute and deliver such documents on behalf Developer within sixty (60) days after the Reversion Default Notice the amount of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required Purchase Price less the reasonable costs incurred by the preceding sentence with respect DDA in securing and readying (including demolition of site improvements if appropriate) the Development Parcel for sale. The recording of the Reversion Notice by the DDA shall provide record notice of the reversion of the Property to such entitythe DDA. The covenant deed shall be in the form attached hereto as Exhibit 5.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase Price.
Appears in 1 contract
Sources: Development Agreement
Conveyance. (a) At ABS hereby, on each Purchase Date, as evidenced by the Closingexecution and delivery by ABS and the Obligors of a Sale Agreement Supplement, sells, transfers, assigns, sets over, contributes, quitclaims and otherwise conveys to the Obligors (collectively, the parties will execute "Conveyance") all of ABS' right, title and deliver all deeds interest in, to and other documents necessary under the related Conveyed Assets, whether in existence at the Purchase Date or thereafter arising. The Conveyed Assets conveyed to consummate each of the transactions contemplated by this Agreement, respective Obligors shall be as more specifically set forth in this sectionthe related Sale Agreement Supplement. Each such transfer of Conveyed Assets by ABS shall be without representation, warranty or recourse except as expressly provided in Section 3.01.
(b) At Closing, Seller shall convey The purchase price for the Property subject only Conveyed Assets conveyed pursuant to this Master Sale Agreement and the amount of such Conveyed Assets which will be contributed to the Permitted Survey Exceptions Obligors shall be determined by ABS and the Permitted Title Exceptions (collectively, Obligors at the "Permitted Exceptions") time of the execution and deliver delivery of such related Sale Agreement Supplement. The amount paid to Purchaser ABS for the following documents (all of which Conveyed Assets sold on a Purchase Date shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (paid by the "Deed") conveying title Obligors to or at the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment direction of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated ABS as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions provided in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated herebyrelated Sale Agreement Supplement.
(c) At ClosingIn connection with each such Conveyance, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
each related Purchase Date, ABS agrees to record and file, at its own expense, financing statements (iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency thereafter timely continuation statements with respect to such officers. In financing statements) with respect to the event related Conveyed Assets, meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary or reasonably desirable to perfect and to maintain the perfection of, the conveyance of the related Conveyed Assets from ABS to the Obligors and the pledge of such related Conveyed Assets from the Obligors to the Trustee, and to deliver a copy of such financing statements or other evidence of such filings to the Obligors on or prior to the related Purchase Date; provided, however, that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those except as required by the preceding sentence Master Agreement, no financing statements will be recorded or filed with respect to the sale or transfer of the Equipment owned by ABS unless (i) ABS, as Servicer shall determine to file UCC-3 statements or similar statements with respect to such entityEquipment in order to exercise remedies with respect to Defaulted Contracts to which such Equipment relates or (ii) such Equipment has a value in excess of $25,000; and provided further that the Contract Files will not be physically delivered to the Obligors or to the Trustee, but instead will be held by the Servicer (or its designated custodian) on behalf of the Trustee and the Contract Files will be marked as required by the Master Agreement.
(d) At ClosingIn connection with each such Conveyance, Escrow Agent will apply ABS shall, at its own expense, (i) cause its books and records to be marked to show that the ▇▇▇▇related Conveyed Assets have been transferred to the Obligors in accordance with this Master Sale Agreement, and that the related Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement on or prior to the related Purchase Date and (ii) deliver to the Obligors or at their direction the related List of Contracts on the related Purchase Date. Each Obligor agrees (i) to mark ▇▇▇ Money toward books and records to show the Purchase Price.acquisition of the Conveyed Assets and that such Conveyed Assets have been pledged to the Trustee in accordance with the Master Agreement and a specified Series Supplement and (ii) to deliver to the Trustee the related List of Contracts on the related Purchase
Appears in 1 contract
Sources: Master Sale and Contribution Agreement (Advanta Business Services Corp)
Conveyance. (a) At the Closing, Seller will convey good, marketable and insurable fee simple title to the parties will execute Real Property and deliver the Improvements to Purchaser by the Deed and title to the Personal Property and the Intangible Property by the ▇▇▇▇ of Sale (as hereinafter defined), free and clear of any and all deeds of trust, mortgages or other liens or indebtedness; subject, however, to the following (collectively, the “Permitted Exceptions”):
(a) General real estate taxes for the year in which the Closing occurs and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this sectionsubsequent years not yet due and payable.
(b) At ClosingAll easements, Seller shall convey restrictions, rights-of-way, party wall agreements, encroachments, covenants, reservations, agreements, leases, tenancies, licenses, conditions and other matters affecting all or any portion of the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
extent (i) General Warranty Deed (the "Deed") conveying title reflected on Schedule B to the Land and Improvements subject only Title Commitment (other than the standard printed exceptions on Schedule B to the Permitted Exceptions.
Title Commitment); (ii) An assignment of any all matters reflected on the Survey, as recertified, and all contracts affecting not disapproved by Purchaser during the Property, together with any security or other deposits pertaining thereto.
Review Period; (iii) Blanket assignment all matters created by or consented and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers agreed to in writing by Purchaser prior to or distributors relating to at the Property.
Closing; and/or (iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained those matters set forth in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any K attached hereto and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed incorporated herein by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated herebyreference.
(c) At ClosingThe rights of tenants, as tenants only, under unrecorded written leases delivered by Seller to Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to the Closing.
(iiid) A copy Notwithstanding the forgoing, Purchaser acknowledges that the Property is currently subject to the terms of a Resolution promissory note (the “Note”), which is secured by a mortgage or deed of trust on the Property, security agreement and other loan documents (collectively with the Note, the “Loan Documents”) in favor of American Family Life Insurance Company (the “Lender”), which Loan Documents permit the Lender to accept any prepayment of the Board Note made prior to August , 2015 at the Lender’s sole option. No later than fifteen (15) days following the Effective Date (the “Approval Period”), Seller agrees to use reasonable, good faith efforts to obtain the approval of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency Lender with respect to such officersthe prepayment of the Note and release of the Loan Documents at Closing (the “Prepayment Approval”). Upon receipt of the Prepayment Approval prior to the expiration of the Approval Period, Seller shall be obligated to deliver the Deed and title to the Personal Property and the Intangible Property free and clear of the Loan Documents. In the event that Seller is unable to obtain the Prepayment Approval, Seller shall deliver notice of such failure to Purchaser is an entity other than a corporationprior to 5:00 p.m., Tampa, Florida time, on the expiration of the Approval Period (the “Prepayment Notice”) and Purchaser shall deliver certifications equivalent have the right, but not the obligation to those required assume the obligations of Seller under the Loan Documents at Closing on terms and conditions acceptable to Purchaser, in its sole and absolute discretion and subject to Lender’s approval as to the assumption by Purchaser of the preceding sentence with respect to such entity.
Loan Documents at Closing (d) At the “Assumption Approval”). If assumed by Purchaser at Closing, Escrow Agent will apply the Loan Documents shall be Permitted Exceptions. Notwithstanding anything contained in Section 8.02 to the contrary, in the event that Purchaser fails to obtain the Assumption Approval, prior to the Closing, on terms and conditions acceptable to Purchaser, in its sole and absolute discretion, then Purchaser shall have the right, as Purchaser’s sole and exclusive remedy as to this Section 5.01, to terminate this Contract upon written notice to Seller and to request the Title Company to return the ▇▇▇▇▇▇▇ Money toward Deposit, together with all accrued interest thereon, to Purchaser. In the event that Seller fails to deliver the Prepayment Notice, Seller shall be deemed to have obtained the Prepayment Approval and will be obligated to deliver the Deed and title to the Personal Property and the Intangible Property free and clear of the Loan Documents. Notwithstanding the foregoing, if Seller secures the Prepayment Approval from Lender prior to the end of the Approval Period but Lender refuses to accept the prepayment of the Note and release the Loan Documents at Closing, then the same shall not be deemed to be a default of Seller under the terms of this Agreement, however, Purchaser shall have the right to (i) terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money Deposit upon written notice to Seller, or (ii) Purchaser, at Purchaser’s option, shall have the right to assume the Note and the Purchase PricePrice shall be reduced by an amount equal to any prepayment penalty that Seller would have had to pay in order to prepay the Note.
Appears in 1 contract
Sources: Purchase Agreement (Carter Validus Mission Critical REIT, Inc.)
Conveyance. It is expressly acknowledged and agreed that:
(a) At The Transfer of the ClosingUnit shall be prepared by the Vendor’s solicitors and delivered to the Purchaser’s solicitors. The Purchaser shall pay the cost of registration of the Transfer and the Purchaser’s first mortgage on the Unit (if any), the parties will execute including any mortgage insurance and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.related application fee(s);
(b) At ClosingIf a new mortgage, Seller as arranged by the Purchaser, is contemplated, the Purchaser shall convey make a bona fide effort to secure such new mortgage. The proposed terms and conditions of such mortgage shall be set out in a mortgage commitment signed by the Property subject only mortgagee with a copy delivered to the Permitted Survey Exceptions and Vendor if requested by the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.Vendor;
(c) At ClosingThe Purchaser agrees to irrevocably assign the proceeds of such new mortgage to the Vendor to secure payment of the Purchase Price;
(d) If the net proceeds of the mortgage are less than the sum agreed to be assigned to the Vendor, the Purchaser shall deliver forthwith on demand pay to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):Vendor the amount necessary to make up such deficiency;
(ie) The Down PaymentIn the event at the Closing Date there remains unadvanced a portion of the funds to be advanced under the mortgage, Note the Purchaser shall pay all other amounts due to the Vendor on such date and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified shall execute such documentation as required by the Secretary Vendor to secure payment to the Vendor of State of California, dated within thirty (30) days such unadvanced funds. If title to the Unit is transferred to the Purchaser prior to Closing.
(iii) A copy of a Resolution the Vendor receiving the full purchase proceeds, including any mortgage funds, then, at the option of the Board Vendor, as security for payment of Directorsthe full Purchase Price, Managing Member or General Partner a Caveat may be registered by the Vendor to give notice as to the amount of the Purchase Price unpaid. The Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized also agrees to execute and deliver such documents on behalf to his solicitor, prior to the final Closing Date, a Tenancy-at-Will Agreement and a properly executed Transfer Back of Purchaserthe Unit from the Purchaser to the Vendor. The Transfer Back will be held in trust until the full purchase monies, including any mortgage funds, have been released to the Vendor hereunder, however, should the Vendor not receive the full purchase monies together with a Certificate any interest thereon within ten (10) days after delivery of Incumbency with respect the Transfer, the Vendor shall be at liberty to such officers. In use the Transfer Back to restore title to the Unit to the name of the Vendor, and the Purchaser shall be responsible for clearing the title of all encumbrances registered the source of which is attributable to the Purchaser;
(f) Subject to 2(e) above, in the event that the total purchase proceeds, including mortgage proceeds, are not advanced and released to the Vendor on the date that title is transferred to the Purchaser is an entity other than a corporationfor any reason whatsoever, the Purchaser shall deliver certifications equivalent pay interest to those required the Vendor upon such unreleased amount, until paid and released to the Vendor, at the interest rate equal to twelve (12%) percent per annum;
(g) Notwithstanding (e) and (f) above, if the Vendor has not received all monies due and owing to the Vendor herein on the date that title is transferred to the Purchaser or, in the case of mortgage funding delay pursuant to clause 2(e) above within ten (10) days of the date when such funds are generally releasable, the Vendor shall be at liberty to consider the Purchaser in default and terminate this Purchase Agreement in consequence of such default, in which event all monies paid by the preceding sentence with respect Purchaser to the Vendor shall be subject to forfeiture, however, such entity.forfeiture shall not be deemed to be all inclusive liquidated damages and shall not preclude any further claims or remedies at law or equity by the Vendor against the Purchaser arising pursuant thereto; and
(dh) At ClosingThe Vendor shall have no responsibility whatsoever to the Purchaser to assist in obtaining, Escrow Agent will apply maintaining, or preserving the ▇▇▇▇▇▇▇ Money toward terms of the Purchase PricePurchaser’s mortgage, including, without limitation to the foregoing, preservation of the interest rate chargeable thereunder in consequence of any delay or in any postponement of the Closing Date.
Appears in 1 contract
Sources: Purchase Agreement
Conveyance. (a) At the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At Closing, Seller shall convey to Purchaser insurable, ---------- indefeasible and marketable fee simple title to the Property (excluding the Personal Property), by means of a duly executed and acknowledged grant deed in substantially the form of Exhibit E attached hereto and made a part hereof (the --------- "Grant Deed"). Evidence of delivery of insurable fee simple title shall be the issuance by Title Company of an ALTA Owner's Policy of Title Insurance (Form B, rev. 10/17/70) in an amount not less than the Purchase Price insuring fee simple title to the Property (excluding the Personal Property) in Purchaser, subject only to such exceptions as Purchaser shall have expressly approved pursuant to Section 4.1.1 above, general real estate taxes and assessments for the Permitted Survey Exceptions then applicable tax fiscal year in which the Closing occurs, general real estate taxes and assessments for subsequent years not yet due and payable, the IPAC Lease, the Leases approved by Purchaser hereunder, and the Permitted Title Exceptions Loan Assumption Documents (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "DeedALTA Title Policy") conveying title ). Said policy shall provide full coverage against mechanics' or materialmen's liens arising out of the construction, repair or alteration of any of the Improvements or any tenant improvements and shall contain such special endorsements as Purchaser may require. Additionally, at the Closing, concurrently with the issuance of the ALTA Title Policy to Purchaser, the Title Company shall be irrevocably committed to issue to the Land and Improvements Lender an ALTA Loan Policy of title insurance, with the limit of liability being the principal amount of the Loan, subject only to the Permitted Exceptions.
(ii) An assignment of any , in form and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating content reasonably acceptable to the Property.
Lender (iv) the "Lender's Title Policy"). The original Closing shall mean the date that the Grant Deed is recorded in the official records of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇Santa ▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations County and warranties of Seller set forth herein are true and correct in all material respects as possession of the Closing Date Property is delivered to Purchaser. Title shall be free and clear of all liens, encumbrances, easements and restrictions except those expressly accepted by Purchaser. Seller hereby covenants and agrees that from and after the Agreement Date, Seller has fulfilled all of the conditions shall not sell, assign, encumber or create any right, title or interest in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller Property, or any part thereof, or permit to effect exist, any lien, encumbrance or charge thereon, without the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase Price.written consent
Appears in 1 contract
Sources: Purchase and Sale Agreement (Integrated Packaging Assembly Corp)
Conveyance. (a) At On the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At ClosingClosing Date, Seller shall convey transfer its leasehold interest as lessee under the Ground Lease by an Assignment and Assumption of Ground Lease in recordable form and substantially in the form of Exhibit “J” attached hereto and made a part hereof (“Ground Lease Assignment”), and Buyer shall assume the Ground Lease by the Ground Lease Assignment, releasing Seller from any and all further obligations or liability to the Ground Lessor accruing under or in connection with the Ground Lease from and after Closing. Buyer and Seller hereby agree that the terms of the Ground Lease, and, in particular, Section 5 thereof, require Ground Lessor’s consent for the Ground Lease Assignment to be effective. It shall be a condition precedent to Seller’s obligations to close under this Agreement that it receive both (i) the consent of Ground Lessor to undertake the assignment to Buyer as contemplated by the Ground Lease Assignment and (ii) confirmation of its release as to further obligations under the Ground Lease following Closing. The transfer by Seller of its leasehold interests under the Ground Lease and in the Property subject only pursuant to the Permitted Survey Exceptions Ground Lease Assignment shall be free and clear of all liens and encumbrances, except the Permitted Title Exceptions following (collectively, the "“Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
”): (i) General Warranty Deed (the "Deed") conveying title to terms and conditions set forth in the Land Ground Lease and Improvements subject only to the Permitted Exceptions.
Ground Lease Assignment; (ii) An assignment real estate taxes and assessments, both general and special, not yet due and payable; (iii) declarations, conditions, covenants, restrictions, easements, rights of way and other matters of record, including without limitation, those items shown on any and all contracts affecting subdivision plat of the Property, together with any security which are not objected to or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating are waived by Buyer pursuant to the Property.
Section 3.2 herein; (iv) The original of any zoning and all assignable licenses and permits related to the Property.
building ordinances; (v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under those matters disclosed by the Internal Revenue Code.
Survey or which would be disclosed by any accurate survey of the Property; (vi) A reaffirmation matters of Seller's representations record as of the Effective Date not objected to by Buyer or which were Objections and warranties Buyer elected to waive in Paragraph 10 hereof.
accordance with Section 3.2 above; (vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and the rights of parties tenants in possession.
possession as tenants only under the Leases; and (viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination rights of any third-party pursuant to any unrecorded cable agreement more particularly described on Exhibit “C” attached hereto (the “Cable Agreements”), if any, and all contracts related any licensees and/or temporary occupants under any license agreements or other temporary occupancy agreements then in effect with respect to the Property.
Property (xicollectively, the “Temporary Occupancy Agreements”), if any. The leases in effect with respect to the Property (collectively, the “Leases”) A certificate dated as of the Effective Date are more particularly described on Exhibit “C” attached hereto and made a part hereof. Seller shall assign to Buyer its interest in the Leases, Temporary Occupancy Agreements and Cable Agreements in effect as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that an Assignment and Assumption Agreement (the representations “Assignment of Leases”), substantially in the form of the Assignment of Leases and warranties of Guaranties attached hereto as Exhibit “D” and made a part hereof, to be executed by Seller set forth herein are true and correct in all material respects Buyer effective as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase Price.
Appears in 1 contract
Conveyance. ▇▇▇▇▇▇▇▇ agrees to convey (aor shall cause the applicable Eligible Recipient to convey) At the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liensProvider, and rights of parties in possession.
Provider agrees (viiior shall cause an Affiliate to agree) If the Survey has a legal description different than that contained in Exhibit Ato accept, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by Commencement Date, all of ▇▇▇▇▇▇▇▇'▇ (or the applicable Eligible Recipient's) right, title and interest in and to the Acquired Assets. In consideration for such conveyance, Provider agrees to pay ▇▇▇▇▇▇▇▇ or the applicable Eligible Recipient on the Commencement Date the Acquired Assets Credit specified in this Agreement. The Acquired Asset Credit shall be paid in the local currency of the country in which the asset is located or, at ▇▇▇▇▇▇▇▇'▇ option, in the United States dollars, using the exchange rates specified in SCHEDULE J. In addition, Provider shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, goods and services and other similar taxes arising out of the conveyance of the Acquired Assets. ▇▇▇▇▇▇▇▇ ▇▇represents and warrants to Provider that Provider (or its Affiliates) shall take good title to the Acquired Assets as of the Commencement Date, free and clear of all liens. The conveyance of the Acquired Assets shall be effected by the delivery of each Acquired Asset to the Provider where possible or, where this is not possible, by the delivery of a general assignment and ▇▇▇▇ certifying that of sale in substantially the representations and warranties of Seller form set forth herein are true and correct in all material respects EXHIBIT 3. Except as of the Closing Date and that Seller has fulfilled all of the conditions otherwise expressly provided in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closingthis SECTION 6.8, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇▇ Money toward the Purchase Price.OR THE APPLICABLE ELIGIBLE RECIPIENT CONVEYS THE ACQUIRED ASSETS TO PROVIDER ON AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS" BASIS. ▇▇▇▇▇▇▇▇ HEREBY DISCLAIMS ALL Final Confidential and Proprietary Information of IBM and ▇▇▇▇▇▇▇▇ WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY VENDOR TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Final Confidential and Proprietary Information of IBM and ▇▇▇▇▇▇▇▇
Appears in 1 contract
Sources: Master Professional Services Agreement (Williams Companies Inc)
Conveyance. (a) At 2.01 ` DSISD and CODS shall enter into a Real Estate Contract in the Closingsubstantially same form as Exhibit “B”: and the DSISD shall deed, through a warranty deed, to CODS the DSISD Administration Property as generally shown in Exhibit “A”.
2.02 ``The priority of both the CODS and the DSISD is to transfer properties between the two parties if possible. If a transfer of property is not feasible, the parties will execute and deliver all deeds and other documents necessary enter into a Real Estate Contract (Exhibit “B”) for the DSISD Administration property for an amount to consummate the transactions contemplated by be agreed upon pursuant to this Agreement.
2.03 ` The CODS and the DSISD agree to each pay fifty percent (50%) of the total cost of the appraisals of the DSISD Administration Property and CODS Property if the properties are exchanged. If the CODS purchases the DSISD Administration Property, the CODS and the DSISD agree to pay fifty percent (50%) of the total cost of the appraisals of the DSISD Administration as more specifically set forth required by Section 2.07. Each party shall pay its own survey and title expenses as described in this sectionthe Real Estate Contract attached as Exhibit “B”.
2.04 The CODS and the DSISD agree to make these exchanges of property and/or money on or before July 1, 2022. The final real estate contract shall be entered into by May 1, 2022 in same format as shown in Exhibit “B” and as described in Section 2.07.
(a) If the CODS and DSISD determine that a transfer is not feasible and a purchase is required, the CODS and the DSISD agree to determine the final price for the DSISD Administration Property by April 1, 2022 based on fair market value to be determined by either: (1) an appraisal by an appraiser agreed to by both parties; or (2) the average of three appraisals. If three appraisals are done to determine fair market value, one appraiser each shall be chosen by the Buyer and the Seller with the third appraiser chosen from a list of appraisers who are Certified General Appraiser in ▇▇▇▇ County.
(b) At Closing, Seller shall convey The appraisal will determine the Property subject only to fair market value by: determining the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as fair market value of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that property without improvements but the representations and warranties of Seller set forth herein are true and correct in all material respects as cost of the Closing Date and that Seller has fulfilled all demolition will be subtracted. determining the fair market value of the conditions in property with improvements and considering any demolition or remediation that must be completed for the Agreement.
(xii) Such other documentation as may property to be reasonably required usable for the purposes of Seller to effect the consummation of the transactions contemplated hereby.new civic buildings. [LM1]
(c) At ClosingBy May 1, Purchaser shall deliver to Seller 2022, the following (all of which shall be duly executed, sealed, witnessed CODS and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of the DSISD will enter into a good standing certificate regarding Oasis certified by final agreement for the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution property what the final price of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required property will be as determined by the preceding sentence with respect to such entityfair market value described above.
(d) At ClosingBy July 1, Escrow Agent 2022, the DSISD will apply deed the ▇▇▇▇▇▇▇ Money toward property to the Purchase PriceCODS and the CODS will make payment as described in the final agreement for the property.
(e) The form of the final agreement is attached as Exhibit “B”.
2.06 Title documentation, closing documents, and other matters shall be handled in accordance with Exhibit “B”, the Real Estate Contract, except as agreed in writing by both parties.
Appears in 1 contract
Sources: Interlocal Agreement
Conveyance. (a) At the Closing, Seller will convey fee simple title to the parties will execute Real Property and deliver the Improvements to Purchaser or Purchaser’s assignee or nominee by the Deed and title to the Personal Property and the Intangible Property by the ▇▇▇▇ of Sale (as hereinafter defined), free and clear of any and all deeds of trust, mortgages or other liens or indebtedness; subject, however, to the following (collectively, the “Permitted Exceptions”):
(a) General real estate taxes for the year in which the Closing occurs and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this sectionsubsequent years not yet due and payable.
(b) At ClosingAll easements, Seller shall convey restrictions, rights-of-way, party wall agreements, encroachments, covenants, reservations, agreements, leases, tenancies, licenses, conditions and other matters affecting all or any portion of the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
extent (i) General Warranty Deed reflected on Exhibit B attached hereto and incorporated by reference herein (the "Deed") conveying title to the Land and Improvements subject only to the Permitted “Existing Exceptions.
”), (ii) An assignment of any items other than the Existing Exceptions reflected on Schedule B to the Title Commitment (other than the standard printed exceptions on Schedule B to the Title Commitment) and all contracts affecting which Seller has not otherwise agreed in writing during the PropertyReview Period to remove; (ii) items other than the Existing Exceptions reflected on the Survey, together with any security or other deposits pertaining thereto.
as recertified, and which Seller has not otherwise agreed in writing during the Review Period to remove; and/or (iii) Blanket assignment created by or consented and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers agreed to in writing by Purchaser prior to or distributors relating to at the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Closing. If Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer agrees to remove standard printed exceptions such items in its title policy for mechanic's lienswriting, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days must remove such items at or prior to Closing.
(iiic) A copy The rights of a Resolution tenants, as tenants only, under unrecorded written leases delivered by Seller to Purchaser at the start of the Board of Directors, Managing Member Review Period or General Partner of Purchaser authorizing the transactions contemplated executed thereafter as provided herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity.
(d) At ClosingNotwithstanding Purchaser’s delivery of a Waiver Notice, Escrow Agent will apply or anything else to the ▇▇▇▇▇▇▇ Money toward contrary in this Contract, Seller must remove at or prior to the Purchase PriceClosing any mortgages and mechanics and materialmen liens created, suffered or incurred by, through or under Seller against the Property.
Appears in 1 contract
Sources: Purchase Agreement (Carter Validus Mission Critical REIT, Inc.)
Conveyance. (a) At the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At Closing, Seller shall convey the Property subject only to the Permitted Survey Exceptions and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇Charles B. Hicks certifying that the representations ▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties ▇▇▇▇s of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trusttotal purchase price.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of CaliforniaTennessee, dated within thirty (30) days prior to Closing, in the event of an Assignment by Purchaser to Oasis Group, Inc. or any entity related thereto or affiliated therewith.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers, only if necessary. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity, only if necessary.
(d) At Closing, Escrow the Closing Agent will apply the ▇▇▇▇▇▇▇ Earnest Money toward the Purchase Price.
Appears in 1 contract
Sources: Real Estate Sale and Purchase Agreement (Rainwire Partners Inc /De/)
Conveyance. (a) At Vendor, for the Closingpayment to Vendor by Purchaser of 50% of the Purchase Price (as defined in the Vermilion PSA) payable by Vendor under the Vermilion PSA (the “Purchase Price”), the parties will execute receipt of which is hereby acknowledged by Vendor, hereby sells, assigns, transfers, conveys and deliver sets over to Purchaser, and Purchaser hereby purchases from Vendor, 50% of the right, title, estate and interest of Vendor (whether absolute or contingent, legal or beneficial) in and to the Assets, TO HAVE AND TO HOLD the same, together with all deeds benefit and other documents necessary advantage to consummate be derived therefrom, absolutely, subject to the transactions contemplated by terms of this Agreement, as more specifically set forth in this section.
(b) At Closing, Seller The Parties shall convey allocate the Property subject only to the Permitted Survey Exceptions Purchase Price as follows: Petroleum and the Permitted Title Exceptions (collectively, the "Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.Natural Gas Rights 90% Tangibles 10% less $10.00 Miscellaneous Interests $10.00
(c) At Closing, Vendor acknowledges the receipt of the GST payable in respect of the Assets from Purchaser. Vendor shall remit the GST according to law. The GST registration number of Vendor is 74733 0488 RT0001. The GST registration number of Purchaser is ●. Purchaser shall deliver be solely responsible for all sales taxes, transfer taxes, fees, charges, levies or similar assessments which may be imposed by any governmental authority and pertaining to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution its acquisition of the Board Assets or to the circulation and registration of Directors, Managing Member or General Partner of Purchaser authorizing any specific conveyances necessitated hereby and shall remit any such amounts to the transactions contemplated herein, the execution and delivery of all documents required applicable governmental authority according to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entitylaw.
(d) At ClosingFor the avoidance of doubt, Escrow Agent the Parties acknowledge that:
(i) the amount and the scope of the Abandonment and Reclamation Obligations and the Environmental Liabilities associated with the Assets are not capable of being quantified at the time of the conveyance of the Assets herein and depend upon numerous unknowable factors that are not within the control of the Parties;
(ii) under Applicable Law, the Abandonment and Reclamation Obligations and the Environmental Liabilities associated with the Assets are inextricably linked with such Assets so that Purchaser will apply be liable for Abandonment and Reclamation Obligations and Environmental Liabilities associated with the ▇▇▇▇▇▇▇ Money toward Assets in the absence of the specific assumption of such obligations by Purchaser in this Agreement or otherwise;
(iii) the Parties have taken the fact that the Assets and any associated Abandonment and Reclamation Obligations and Environmental Liabilities are inextricably linked into account in reaching this Agreement and in establishing the Purchase PricePrice for the Assets;
(iv) neither the existence nor the amount of any accounting reserves for site reclamation costs or similar matters associated with the Assets in the financial statements or accounting records of either Party has been of any relevance to either Party in determining any matter under this Agreement, including the Purchase Price for the Assets;
(v) as a result of the foregoing, the Parties agree to attribute no value to the assumption of the Abandonment and Reclamation Obligations and the Environmental Liabilities, nor the indemnities provided for in Articles 6 and 7, associated with the Assets; and
(vi) the Parties agree that the Purchase Price shall not be adjusted hereunder for any reason in relation to the Abandonment and Reclamation Obligations and the Environmental Liabilities.
Appears in 1 contract
Sources: Petroleum, Natural Gas and General Rights Conveyance (Petrolia Energy Corp)
Conveyance. (a) Seller shall convey to Purchaser title to the Premises by a good and sufficient warranty deed warranting that said Premises are free and clear of all encumbrances whatsoever except current real estate taxes and assessments, both general and special, regulations imposed by zoning ordinances and restrictions, conditions and easements of record, if any, approved by Purchaser. Seller agrees not to hereafter place any restriction, conditions, easement, mortgage or lien on the Premises unless approved in advance by Purchaser. At the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At Closingclosing, Seller shall convey the Property subject only provide to the Permitted Survey Exceptions Purchase an Owner's Fee Policy in the amount of the purchase price insuring the title in the Purchaser, free and clear of all liens and encumbrances whatsoever except those liens and encumbrances excepted in the warranty deed as permitted hereunder. Seller and Purchase shall share the cost of the policy equally. No less than thirty (30) days from the date hereof, Purchaser shall cause a title commitment to be issued by the Continental Title Company and shall deliver the same to Seller. If the title commitment reflects that title to the Premises is subject to any exceptions other than the exceptions referred to in this Section 4 above, then Purchaser shall notify Seller in writing of the exceptions to which Purchaser objects, within thirty (30) days after Purchaser's receipt of the title commitment. If Purchaser receives notice or otherwise discovers additional exceptions after delivery of the title commitment and prior to the closing date, Purchaser shall notify Seller in writing of the additional exceptions to which Purchaser objects within ten (10) days after Purchaser receives notice of such additional exceptions. Seller shall be required to cure or remove prior to the closing date, all exceptions which can be cured or removed by the payment of money. Seller shall have a period of sixty (60) days after notice from the Purchaser to use Seller's best efforts to cure any exceptions which are not curable by the payment of money and the Permitted Title Exceptions closing date shall be postponed if necessary to afford Seller the full sixty (collectively60) days to cure such exceptions. Purchaser may also obtain an ALTA/ASCM survey of the Premises and shall have thirty (30) days after receipt thereof to approve same. Purchaser shall notify Seller of any survey objections within such thirty (30) days and Seller shall have a period of sixty (60) days to cure such objections and the closing shall be postponed for such sixty (60) days. If Seller is unable to cure all of the exceptions or survey objections within the time period provided, Purchaser shall have the "Permitted Exceptions"following options:
A. Purchaser may postpone the closing date for up to an additional six (6) months to afford Seller time to cure the additional exceptions, or
B. Purchaser may waive the uncured exceptions and deliver accept title in its existing condition, or
C. Purchaser may terminate this Agreement by sending written notice to the Seller. Seller shall return to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇earn▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as ey deposit. Each party shall be responsible for their own costs. The cost of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which title work performed shall be duly executed, sealed, witnessed paid by Purchaser and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member neither Purchaser nor Seller shall have any further rights or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officersobligations hereunder. In the event the closing date is postponed to afford Seller additional time to cure the additional exceptions, the closing shall take place twenty (20) days after Seller delivers to Purchaser written notice that Purchaser is an entity other than a corporationall exceptions have been eliminated, Purchaser shall deliver certifications equivalent to those required by the preceding sentence together with respect to such entityevidence of same.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase Price.
Appears in 1 contract
Sources: Purchase Agreement (Leisure Time Casinos & Resorts Inc)
Conveyance. (a) At On the Closing, the parties will execute and deliver all deeds and other documents necessary to consummate the transactions contemplated by this Agreement, as more specifically set forth in this section.
(b) At ClosingClosing Date, Seller shall convey title to the Property subject only to by special or limited warranty deed (“Deed”), free and clear of all liens and encumbrances, except the Permitted Survey Exceptions and the Permitted Title Exceptions following (collectively, the "“Permitted Exceptions") and deliver to Purchaser the following documents (all of which shall be duly executed, sealed, witnessed and notarized where required):
”): (i) General Warranty Deed (the "Deed") conveying title to the Land real estate taxes and Improvements subject only to the Permitted Exceptions.
assessments, both general and special, not yet due and payable; (ii) An assignment declarations, conditions, covenants, restrictions, easements, rights of any way and all contracts affecting other matters of record, including without limitation, those items shown on the subdivision plat of the Property, together with any security if any, which are not objected to or other deposits pertaining thereto.
are waived by Buyer pursuant to Section 3.2 herein; (iii) Blanket assignment zoning and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
building ordinances; (iv) The original those matters which would be disclosed by an accurate survey of any and all assignable licenses and permits related the Property which are not objected to the Property.
or are waived by Buyer pursuant to Section 3.2 herein; (v) An affidavit establishing that Seller is matters of record as of the Effective Date which are not a "foreign person" for withholding purposes under the Internal Revenue Code.
objected to or are waived by Buyer pursuant to Section 3.2 herein; and (vi) A reaffirmation the rights of Seller's representations and warranties tenants in Paragraph 10 hereof.
possession as tenants only. If requested by Buyer, Seller shall also deliver at Closing a quit claim deed (vii“Quit Claim Deed”) An affidavit sufficient transferring the Property to cause Purchaser's title insurer Buyer pursuant to remove standard printed exceptions the legal description in its title policy for mechanic's liensthe Survey; provided, broker's lienshowever, that in no event shall Seller provide any representation or warranty to Buyer with respect to the accuracy of any such legal description, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of no event shall Seller have any and all contracts related liability to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.
(c) At Closing, Purchaser shall deliver to Seller the following (all of which shall be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified by the Secretary of State of California, dated within thirty (30) days prior to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency Buyer with respect to such officerslegal description. Transfer of Seller’s interest as landlord under the leases of the Property set forth on Exhibit “C” attached hereto and made a part hereof (the “Leases”) shall be made by an Assignment and Assumption Agreement (“Assignment of Leases”), substantially in the form of the Assignment of Leases and Guaranties attached hereto as Exhibit “D” and made a part hereof, to be executed by Seller and Buyer effective as of Closing. In the event that Purchaser is an entity addition, Seller shall assign to Buyer at Closing all license agreements and other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence temporary occupancy agreements then in effect with respect to such entitythe Property (collectively, the “Temporary Occupancy Agreements”), including the Temporary Occupancy Agreements set forth on Exhibit “C-2” attached hereto and made a part hereof.
(d) At Closing, Escrow Agent will apply the ▇▇▇▇▇▇▇ Money toward the Purchase Price.
Appears in 1 contract
Sources: Purchase Agreement (Wheeler Real Estate Investment Trust, Inc.)
Conveyance. On or before 4:00 pm on the Trust Completion Date (as may be extended hereunder):
(a) At the ClosingSeller will first deliver to the Buyer’s Solicitors the ▇▇▇▇ of Sale naming the Buyer as the purchaser thereunder, and immediately thereafter, the parties Assignment naming the Buyer as the assignee thereunder, both duly executed by the Seller, and in the case of the Assignment, in a form registrable in the Indian Lands Registry and the Buyer will execute and deliver all deeds and other documents necessary make available to consummate the transactions contemplated by this Agreement, as more specifically set forth Seller the undertakings of the Buyer’s Solicitors not to submit the Assignment for registration or otherwise deal with the Assignment or the ▇▇▇▇ of Sale until the obligations of the Buyer provided for in this section.subsections 4(b) to 4(e) have been fulfilled;
(b) At Closing, the Seller shall convey the Property subject only will deliver to the Permitted Survey Exceptions Buyer’s Solicitors, and the Permitted Title Exceptions (collectivelyBuyer will sign and return to the Seller, the "Permitted Exceptions") and deliver to Purchaser the following documents (all Seller’s statement of which shall be duly executed, sealed, witnessed and notarized where required):
(i) General Warranty Deed (the "Deed") conveying title to the Land and Improvements subject only to the Permitted Exceptions.
(ii) An assignment of any and all contracts affecting the Property, together with any security or other deposits pertaining thereto.
(iii) Blanket assignment and transfer of any and all assignable warranties and guarantees from any contractors, subcontractors, suppliers, manufacturers or distributors relating to the Property.
(iv) The original of any and all assignable licenses and permits related to the Property.
(v) An affidavit establishing that Seller is not a "foreign person" for withholding purposes under the Internal Revenue Code.
(vi) A reaffirmation of Seller's representations and warranties in Paragraph 10 hereof.
(vii) An affidavit sufficient to cause Purchaser's title insurer to remove standard printed exceptions in its title policy for mechanic's liens, broker's liens, and rights of parties in possession.
(viii) If the Survey has a legal description different than that contained in Exhibit A, a quitclaim deed based on the Updated Survey.
(ix) A closing statement.
(x) A termination of any and all contracts related to the Property.
(xi) A certificate dated as of the Closing Date signed by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ certifying that the representations and warranties of Seller set forth herein are true and correct in all material respects as of the Closing Date and that Seller has fulfilled all of the conditions in the Agreement.
(xii) Such other documentation as may be reasonably required of Seller to effect the consummation of the transactions contemplated hereby.adjustments;
(c) At Closing, Purchaser shall the Buyer will deliver to the Seller a certificate evidencing the following (all of which shall insurance required to be duly executed, sealed, witnessed and notarized where required):
(i) The Down Payment, Note and Deed of Trust.
(ii) A copy of a good standing certificate regarding Oasis certified obtained by the Secretary of State of California, dated within thirty (30) days prior Buyer pursuant to Closing.
(iii) A copy of a Resolution of the Board of Directors, Managing Member or General Partner of Purchaser authorizing the transactions contemplated herein, the execution and delivery of all documents required to effectuate such, and designating the person authorized to execute and deliver such documents on behalf of Purchaser, together with a Certificate of Incumbency with respect to such officers. In the event that Purchaser is an entity other than a corporation, Purchaser shall deliver certifications equivalent to those required by the preceding sentence with respect to such entity.Sublease;
(d) At Closingthe Buyer will authorize the release of the Deposit to the Seller; and
(e) subject to section 5, Escrow Agent the Buyer will apply pay the ▇▇▇▇▇▇▇ Money toward balance of the Final Total Purchase PricePrice as shown on the approved Seller's statement of adjustments by delivering a certified cheque or bank draft in the said amount to the Seller. Immediately following the Trust Completion Date, the Buyer will, at the Buyer’s cost and expense, use diligent and commercially reasonable efforts to ensure that the Assignment and any new mortgage required by the Buyer to finance the Final Total Purchase Price will be promptly registered in the Indian Lands Registry. The Buyer will provide the Seller with a copy of the Assignment, along with its registration particulars, on or before the Final Completion Date. The Buyer will make available to the Seller’s Solicitors undertakings of the Buyer’s Solicitors to carry out the obligations of the Buyer provided for in the preceding two sentences.
Appears in 1 contract
Sources: Contract of Purchase and Sale