Landlord’s Closing Deliveries. At the Closing, Landlord shall deliver, or cause to be delivered, to Tenant the following duly executed by Landlord where appropriate: (i) a Special Warranty Deed, in recordable form, conveying the Premises to Tenant subject to the Permitted Exceptions (as hereinafter defined); (ii) a Quitclaim Xxxx of Sale conveying all of Landlord’s interest in and to any tangible personal property located on the Premises which is owned by Landlord and used by Landlord solely in connection with the Premises; (iii) an Affidavit of Title in form and substance reasonably acceptable to the Title Company; (iv) a closing statement (the “Closing Statement”) conforming to the prorations and other relevant provisions of this Addendum; (v) an Entity Transfer Certification confirming that Landlord is a “United States Person” within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; (vi) such evidence of the authority and good standing of Landlord as the Title Company shall reasonably require as a condition to the issuance of the Title Policy, and (vii) an assignment of all leases, contracts, etc. on the or pertaining to the Premises that will survive the Closing or as otherwise requested by Tenant.
Landlord’s Closing Deliveries. At Closing, Landlord shall deliver the following to Tenant: Deed of Conveyance. A fully executed, witnessed and acknowledged Connecticut form of Special Warranty Deed in the form attached hereto as Exhibit C, subject to, and without limitation: (a) any and all provisions of any ordinance, municipal regulation, or public or private law; (b) any declarations, restrictions, covenants, matters and easements of record; (c) any state of facts which an accurate survey or personal inspection of the Premises might reveal; (d) property taxes; (e) those encumbrances listed on Tenant’s title report to the extent applicable; and (f) rights of tenants and parties in possession. As an inducement to Tenant to accept the exclusion set forth in subsection (f) immediately preceding this sentence, Landlord represents and warrants to Tenant that as of the date hereof (and as of the date of Closing unless otherwise agreed to by Tenant), that Landlord has not and shall not enter any leases or other agreements permitting occupancy of the Premises to any party other than Tenant and those claiming by or through Tenant (excluding any matter as of record may appear as of the date hereof, if any), and this representation shall survive consummation of the Closing. Tenant shall have sixty (60) days following the date of Exercise of the Purchase Option to perform an initial examination of title and shall provide a copy of such initial examination to Landlord not later than the expiration of said sixty (60) day period. If Landlord’s title is not good and marketable fee simple title, then Tenant shall notify Landlord thereof not later than three (3) days following the expiration of the said sixty (60) day period, and Landlord shall have ninety (90) days thereafter to attempt to cure such defect (although Landlord shall be under no obligation to so cure). In addition, if Tenant shall thereafter perform a subsequent title examination and title to the Premises has, subsequent to Tenant’s initial examination, been further encumbered by a matter not of record as of the date of Tenant’s initial title examination referenced above, and on account thereof title is unmarketable, then Tenant shall give prompt notice thereof to Landlord together with a copy of such subsequent title examination together with details of the alleged defect, and Landlord shall have the same rights as aforesaid to endeavor to cure the same (although Landlord shall be under no obligation to do so) and to extend the Closing ...
