Common use of Real Estate Documents Clause in Contracts

Real Estate Documents. The Shareholders shall have delivered to the Buyer, at the Shareholders' expense, each of the following, in form and substance reasonably satisfactory to the Buyer, covering the Owned Real Estate and/or the Elko Real Property, as the case may be: 4.12.1. At the Closing, an ALTA 1990 owner's title policy (including extended coverage over the standard printed exceptions, access, location, environmental lien, survey and comprehensive endorsements) insuring title in the Company and the Buyer of each parcel of Owned Real Estate and the Elko Real Property and all recorded easements appurtenant thereto upon Closing, subject only to the Permitted Liens and Encumbrances, from First American Title Company of Nevada (the "Title Insurance Company") in the amount set forth with respect to such parcel of Business Real Estate on Schedule 4.12 attached hereto, together in each case with any title insurance affidavit signed by the Company or the Landlord required by the Title Insurance Company and copies of all documents referenced in the policy as exceptions (collectively, the "Title Insurance Policies"). 4.12.2. At least five (5) days prior to the Closing Date, an as-built survey relating to each parcel of Owned Real Estate and the Elko Real Property from a surveyor duly licensed in Nevada which survey shall: (i) be certified to the Company, the Buyer, the Title Insurance Company and to such other parties as the Buyer may indicate, (ii) indicate the location, legal description and area and square feet of each parcel of Owned Real Estate and the Elko Real Property, (iii) locate all easements, utilities (including connections to public streets), parking facilities, covenants and restrictions and rights of way, (iv) indicate adjoining streets, building lines, surface improvements, encroachments, vehicular access and parking requirements, (v) identify which portions of the Owned Real Estate and the Elko Real Property are located in a 100 year flood plain area as identified under the National Flood Insurance Program and (vi) satisfy the Minimum Standard Detail Requirements for ALTA/ACSM (1997) Land Title Surveys, including Table A requirements 3, 4, 6, 7, 8, 9, 10, 11 and 13. 4.12.3. At the Closing, stamped general warranty deeds relating to the Elko Real Property, duly executed and acknowledged by the Landlord, free and clear of all Liens and Encumbrances and leases and any other matters affecting title, except the Permitted Liens and Encumbrances. 4.12.4. A written certification(s) in accordance with section 1445 of the Code certifying that the Landlord is not a "foreign person" as defined in section 1445 of the Code and that the Landlord is therefore exempt from the withholding requirements of said section. 4.12.5. All keys, key cards, combinations, access devices, manuals (if any) and instructional materials (if any) necessary to obtain full access to and use of the Owned Real Estate and the Elko Real Property. 4.12.6. Such other documents as may be reasonably necessary to consummate the Company's acquisition of the Owned Real Estate and the Elko Real Property effected through a "New York style" closing, including, but not limited to, escrow instructions, any releases and settlement agreements from existing creditors of the Landlord which may be necessary to assure delivery of title to the Elko Real Property, subject only to the Permitted Liens and Encumbrances.

Real Estate Documents. The Shareholders shall have delivered (A) Originals or true copies of all surveys, reports, plans, warranties and guarantees and other data and information relating to the physical aspects of the Leased Real Property as are in Seller's possession (provided that Seller may deliver any of said items by allowing Buyer access to same at Seller's offices); (B) ▇▇▇▇(s) of sale for all Tangible Property related to the Leased Real Property; (C) An assignment of Seller's rights under the Leases to Buyer or Buyer's designee (including without limitation Seller's rights in any security deposits), together with (at the Shareholders' expenseoption of Buyer) a memorandum thereof sufficient for recording, each in such form as is deemed reasonably sufficient for such purposes by Buyer's counsel; (D) A current UCC Report showing no financing statements by Seller as Debtor covering any property included within or related to the Leased Real Property; (E) A written certification from the Landlord(s) under the Leases, (i) consenting to the transfer of the followingtenant's interests and rights to Buyer or Buyer's designee without the requirement for any payment or modification of terms (except such payment as shall be paid solely by Seller), (ii) stating that the tenant is not in form default under the Lease(s) and substance reasonably satisfactory setting forth the amounts and latest dates to which rent and additional rent under the Lease(s) have been paid; and (iii) confirming the date of the Lease(s), all amendments thereto, as well as the commencement and expiration dates; (F) An executed original or true copy of (i) each or the Lease, and all amendments and modifications thereto, and (ii) all Contracts to be transferred to Buyer or Buyer's designee relating to the Leased Real Property; (G) Letters to the vendors or other contract parties under all Contracts pertaining to the Leased Real Property which are transferred to Buyer or Buyer's designee, covering notifying them of the Owned change in ownership; (H) To the extent in Seller's possession, all master and duplicate keys and lock combinations to the locks of all doors on the Leased Real Estate and/or Property, all plans and specifications, and all technical and service manuals relating to the Elko operation and maintenance of the Leased Real Property, as the case may be: 4.12.1. At the Closing, an ALTA 1990 owner's title policy (including extended coverage over the standard printed exceptions, access, location, environmental lien, survey well as all records and comprehensive endorsements) insuring title in the Company and the Buyer files of each parcel of Owned Real Estate and the Elko Real Property and all recorded easements appurtenant thereto upon Closing, subject only Seller pertaining to the Permitted Liens operation and Encumbrances, from First American Title Company maintenance of Nevada (the "Title Insurance Company") in the amount set forth with respect to such parcel of Business Real Estate on Schedule 4.12 attached hereto, together in each case with any title insurance affidavit signed by the Company or the Landlord required by the Title Insurance Company and copies of all documents referenced in the policy as exceptions (collectively, the "Title Insurance Policies"). 4.12.2. At least five (5) days prior to the Closing Date, an as-built survey relating to each parcel of Owned Real Estate and the Elko Real Property from a surveyor duly licensed in Nevada which survey shall: (i) be certified to the Company, the Buyer, the Title Insurance Company and to such other parties as the Buyer may indicate, (ii) indicate the location, legal description and area and square feet of each parcel of Owned Real Estate and the Elko Leased Real Property, (iii) locate all easements, utilities (including connections to public streets), parking facilities, covenants and restrictions and rights of way, (iv) indicate adjoining streets, building lines, surface improvements, encroachments, vehicular access and parking requirements, (v) identify which portions of the Owned Real Estate and the Elko Real Property are located in a 100 year flood plain area as identified under the National Flood Insurance Program and (vi) satisfy the Minimum Standard Detail Requirements for ALTA/ACSM (1997) Land Title Surveys, including Table A requirements 3, 4, 6, 7, 8, 9, 10, 11 and 13. 4.12.3. At the Closing, stamped general warranty deeds relating to the Elko Real Property, duly executed and acknowledged by the Landlord, free and clear of all Liens and Encumbrances and leases and ; provided that Seller may deliver any other matters affecting title, except the Permitted Liens and Encumbrances. 4.12.4. A written certification(s) in accordance with section 1445 of the Code certifying that the Landlord is not a "foreign person" as defined in section 1445 of the Code and that the Landlord is therefore exempt from the withholding requirements of said section. 4.12.5. All keys, key cards, combinations, access devices, manuals (if any) and instructional materials (if any) necessary to obtain full items by allowing Buyer access to and use of the Owned Real Estate and the Elko Real Propertysame at Seller's offices. 4.12.6. Such other documents as may be reasonably necessary to consummate the Company's acquisition of the Owned Real Estate and the Elko Real Property effected through a "New York style" closing, including, but not limited to, escrow instructions, any releases and settlement agreements from existing creditors of the Landlord which may be necessary to assure delivery of title to the Elko Real Property, subject only to the Permitted Liens and Encumbrances.

Real Estate Documents. The Shareholders shall have delivered At or prior to the BuyerClosing, at the Shareholders' expenseSellers shall deliver or cause to be delivered, to Buyer each of the following, in form and substance reasonably satisfactory to the Buyer, covering the Owned Business Real Estate and/or the Elko Real Property, as the case may beEstate: 4.12.1. At 2.20.1 The Title Insurance Policies, in the Closingform of Exhibit L hereto, an ALTA 1990 owner's title policy issued by Fidelity National Title Insurance Company (including extended coverage over the standard printed exceptions, access, location, environmental lien, survey "Title Insurance Company") and comprehensive endorsements) insuring title in the Company and the Buyer of each parcel of Owned Real Estate and the Elko Real Property and all recorded easements appurtenant apurtenant thereto upon Closing, subject only to Permitted Encumbrances and the Permitted Liens and Encumbrances, from First American Title Company of Nevada (the "Title Insurance Company") in 's standard exceptions and consistent with the amount set forth with respect to such parcel of Business Real Estate on Schedule 4.12 attached heretoTitle Insurance Commitments, together in each case with any title insurance affidavit in the form of Exhibit L-1 signed by the Company Sellers as reasonably or the Landlord customarily required by the Title Insurance Company and copies of all documents referenced in the policy as exceptions (collectively, the "Title Insurance Policies")exceptions. 4.12.2. At least five (5) days prior to 2.20.2 The Surveys, in the Closing Dateform of Exhibit M hereto, an as-built survey relating to each parcel of Owned Real Estate and the Elko Real Property from a surveyor duly licensed in Nevada which survey shall: (i) be certified to the Company, the Buyer, the Title Insurance Company and to such other parties as the Buyer may indicate, (ii) indicate the location, legal description and area and square feet of each parcel of Owned Real Estate and the Elko Real Property, (iii) locate all easements, utilities (including connections to public streets), parking facilities, covenants and restrictions and rights of way, (iv) indicate adjoining streets, building lines, surface improvements, encroachments, vehicular access and parking requirements, (v) identify which portions of the Owned Real Estate and the Elko Real Property are located in a 100 year flood plain area as identified under the National Flood Insurance Program and (vi) satisfy the Minimum Standard Detail Requirements for ALTA/ACSM (1997) Land Title Surveys, including Table A requirements 3, 4, 6, 7, 8, 9, 10, 11 and 13Estate. 4.12.3. At the Closing, stamped general warranty deeds relating to the Elko Real Property, duly executed and acknowledged by the Landlord, free and clear of all Liens and Encumbrances and leases and any other matters affecting title, except the Permitted Liens and Encumbrances. 4.12.4. A written certification(s) in accordance with section 1445 of the Code certifying that the Landlord is not a "foreign person" as defined in section 1445 of the Code and that the Landlord is therefore exempt from the withholding requirements of said section. 4.12.5. 2.20.3 All keys, key cards, combinations, access devices, manuals (if any) and instructional materials (if any) necessary to obtain full access to and use of the Business Real Estate. 2.20.4 A special warranty deed to the Owned Real Estate, duly executed and acknowledged by that Seller which holds title to the Owned Real Estate and in proper form for recording, conveying to Buyer fee simple title to the Elko Owned Real PropertyEstate, free and clear of all Liens and leases and any other matters affecting title, except the Permitted Encumbrances. 4.12.6. 2.20.5 A written certification in accordance with section 1445 of the Code certifying that that Seller which holds title to the Owned Real Estate is not a "foreign person" as defined in section 1445 of the Code and that Seller is therefore exempt from the withholding requirements of said section. 2.20.6 Such other documents as may be reasonably necessary to consummate the CompanyBuyer's acquisition of the Owned Real Estate and the Elko Real Property effected through a "New York style" escrow closing, includingas set forth on Schedule 2.20.6. 2.20.7 With respect to each parcel of Leased Real Estate set forth in Schedule 2.20.7, but not limited toa written landlord estoppel and consent, escrow instructionsin a customary form, any releases executed by the landlord of said parcel of Leased Real Estate pursuant to which such landlord shall, among other things, consent to the change of control under the Merger Agreement and settlement agreements from existing creditors to the assignment of the Landlord which may be necessary applicable lease to assure delivery of title to the Elko Real Property, subject only to the Permitted Liens and EncumbrancesBuyer hereunder.