Seller’s Closing Documents Clause Samples

Seller’s Closing Documents. On the Closing Date, Seller shall have executed and delivered or caused to be delivered to Buyer the following (collectively, “Seller’s Closing Documents”), all in form and content reasonably satisfactory to Buyer:

Seller’s Closing Documents. At the Closing, Seller shall deliver to Purchaser the following, in form and substance reasonably acceptable to Purchaser: (a) A special warranty deed executed by Seller (the “Deed”), in a form customary for the jurisdiction where the Property is located and otherwise satisfactory to Seller, Purchaser and Title Insurer, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character except the Permitted Encumbrances and the encumbrance of the Assumed Loan. (b) A ▇▇▇▇ of Sale, executed by Seller (the “▇▇▇▇ of Sale”) in the form attached hereto as Exhibit O, transferring, conveying and assigning and warranting to Purchaser, the Personal Property, free and clear of all liens, encumbrances, security interests, options and adverse claims of any kind or character other than the Permitted Encumbrances and the encumbrance of the Assumed Loan, together with the original certificates of title thereto, if any. (c) An assignment (the “Contract Assignment”) in the form attached hereto as Exhibit P, executed by Seller, to Purchaser, of (i) those of the Contracts which Purchaser has elected in writing to assume (the “Assigned Contracts”) with the agreement of Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Assigned Contracts and related to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing, (ii) any and all guarantees and warranties used or made in connection with the operation, construction, improvement, alteration or repair of the Property, and (iii) all right, title and interest of Seller and its agents in and to the Intangible Personal Property (including the Governmental Approvals to the extent assignable). (d) An assignment of lessor’s interest in the Leases (the “Lease Assignment”) in the form attached hereto as Exhibit Q executed by Seller, to Purchaser, together with an agreement by Seller to indemnify, protect, defend and hold Purchaser harmless from and against any and all claims, damages, losses, costs and expenses (including attorneys’ fees) arising in connection with the Leases relating to the period prior to the Closing and a comparable indemnity from Purchaser relating to the period following the Closing. (e) To the extent not previously delivered to Purchaser, originals of the Leases, the Co...

Seller’s Closing Documents. Seller shall deliver to the Title Company, pursuant to the Escrow, on or before the Closing Date, the following documents, all of which shall be subject to Purchaser's prior review and approval as to form, scope and substance, the delivery of all of which shall be a specific condition to Closing: (i) The Deed; (ii) All documents required by the Title Company in order to issue the Title Policy; (iii) A ▇▇▇▇ of sale executed by Seller in the form of Exhibit "E" attached to this Agreement, covering the Personal Property; (iv) An original executed assignment and assumption of all Project Contracts which Purchaser elects, by written notice to Seller given prior to the Closing Date, to assume (collectively, the "Assumed Contracts"), in the form of Exhibit "F" attached to this Agreement ("Assignment of Contracts"); (v) A fully-executed copy of an amendment to the existing lease between Seller and ▇▇▇▇ Son (the "▇▇▇▇ Son Lease"), relating to use of a portion of the Land for storage of equipment converting such lease into a sublease, in form and substance reasonably acceptable to Purchaser and Seller; which includes restoration language acceptable to Purchaser and a provision whereby ▇▇▇▇ Son acknowledges and agrees that the ▇▇▇▇ Son Lease shall terminate, at Purchaser’s election, upon the expiration or earlier termination of the Leaseback (as herein defined); (vi) A non‑foreign certificate in accordance with the provisions of Section 20 of this Agreement; (vii) All insurance certificates required from Seller as tenant under the Leaseback; 992507_9 6 (viii) A certificate from Seller in the form of Exhibit "G" attached to this Agreement stating that the representations and warranties set forth in Section 8 are true and correct as of the Closing Date; (ix) An original executed assignment of the Intangible Property (other than the Assumed Contracts) in the form of Exhibit "H" attached to this Agreement ("Assignment of Intangible Property"); (x) A certificate of Seller, in the form of Exhibit "I" attached to this Agreement, certifying to Purchaser: (a) a copy of all keys to the Project, (b) originals or certified copies of the Assumed Contracts, and (c) copies of all Intangible Property were delivered to Purchaser on or before the Closing Date; (xi) An ALTA closing statement or California equivalent; (xii) A personal "GAP" undertaking of Seller; (xiii) Such proof of Seller's authority and authorization to enter into this Agreement and perform Seller's obligations under...

Seller’s Closing Documents. On the Closing Date, Seller will execute and/or deliver to Buyer the following (collectively, “Seller’s Closing Documents”):

Seller’s Closing Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following (collectively, the “Seller’s Closing Documents”): (a) A duly executed and acknowledged deed executed in proper form for recording so as to convey title required by this Agreement, subject to all easements, restrictions, matters of record and any statutory right of redemption. (b) An Affidavit of Seller in a form acceptable to Seller.

Seller’s Closing Documents. At or before Closing, Seller shall prepare, and deposit or cause to be deposited with the closing attorney the following items: a. an executed limited warranty with respect to the Land in form sufficient to convey title to the Property in accordance with the requirements of this Contract, together with any State, County and local transfer tax declarations and forms required to be executed by Seller. b. an executed affidavit in the form sufficient to permit the title company to delete the requirements of the title commitment and insure title to the Property in accordance with the requirements of this Contract. c. an executed Purchaser - Seller Closing Statement reflecting all financial aspects of the transaction. d. evidence reasonably satisfactory to Purchaser and the title company reflecting that all documents executed by ▇▇▇▇▇▇▇▇▇ at Closing were duly authorized and executed. e. a standard FIRPTA affidavit. f. Such other documents as are reasonably requested by Purchaser in connection with the Closing.

Seller’s Closing Documents. At Closing, Seller shall execute and deliver the following documents ("Seller's Closing Documents") in accordance with Section 11.02:

Seller’s Closing Documents. The Sellers shall have delivered (or shall have caused to be delivered) to the Purchaser the following: -9- (a) With respect to each Property, a good and sufficient limited or special warranty deed with covenants against grantor's acts, or its local equivalent, in proper statutory form for recording, duly executed and acknowledged by the Sellers, conveying good and marketable title to the Properties, free from all liens and encumbrances other than the Permitted Encumbrances; (b) With respect to each Property, a ▇▇▇▇ of sale and assignment agreement, in form and substance reasonably satisfactory to the Sellers and the Purchaser, duly executed and acknowledged by the Sellers, with respect to all of the Sellers' right, title and interest in, to and under the FF&E, the Contracts, the Documents, the Intangible Property and the Tenant Leases with respect to the Properties and the Sellers' rights under all builder's warranties with respect to the Properties; (c) With respect to each Property, a copy of the final duly issued certificate of occupancy for such Property; (d) Duly executed counterparts of all of the Lease Documents and all other documents and sums required to be executed or delivered by the Tenant pursuant to the Lease Documents; (e) Duly executed counterparts of all of the Loan Documents and all other documents and sums required to be executed or delivered by the Borrower pursuant to the Loan Documents; (f) Certified copies of all charter documents, applicable corporate resolutions and certificates of incumbency with respect to the Sellers, the Tenant, the Borrower and Alterra; (g) Alterra shall have joined in the execution hereof and shall have delivered a duly executed counterpart of the Guaranty; and (h) Such other conveyance documents, certificates, deeds, affidavits and other instruments as the Purchaser or the Title Company may reasonably require to effectuate the transactions contemplated by this Agreement. -10- 5.

Seller’s Closing Documents. Seller shall have delivered to Buyer executed originals of each of the Sellers' closing documents.