Seller’s Closing Documents Clause Samples

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. 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 Closing, Seller shall deliver to Escrow Holder for delivery to Buyer, as applicable, upon the Closing, all of the following documents (the "Closing Documents"): (a) the Deed, executed and acknowledged by Seller; (b) a certificate of non-foreign status in accordance with the requirements of Internal Revenue Code Section 1445, as amended (the "FIRPTA Certificate"), in substantially the form attached as Exhibit C hereto, executed by Seller; (c) evidence of authority of Seller reasonably satisfactory to the Title Company and a title affidavit in the form of Exhibit F hereto, executed by Seller; (d) two (2) counterparts of a ▇▇▇▇ of sale for the Property in the form of Exhibit D attached hereto, executed by Seller (each, a "▇▇▇▇ of Sale"); (e) two (2) counterparts of an assignment and assumption of the Leases, the Rents, the Tenant Security Deposit, the Service Contracts and the Plans and Approvals, if any, for the Property in the form attached as Exhibit E hereto, executed by Seller (each, a "General Assignment"); (f) such other documents as may be reasonably required by Escrow Holder or the Title Company to effect the Closing (provided, however, no such additional document shall expand any obligation, covenant, representation or warranty of Seller or result in any new or additional obligation, covenant, representation or warranty of Seller under this Agreement beyond those expressly set forth in this Agreement or any expressly agreed to by Seller to cure an Objection pursuant to Section 4.1.1 above); (g) a notice letter to tenants under Leases in the form attached as Exhibit I, executed by Seller (the “Tenant Notice Letter”); and (h) the Closing Statement, executed by Seller.

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. 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. Seller will have delivered to Purchaser the following documents: (i) an Officer's Certificate of Seller, dated the Closing Date, stating that the conditions specified in Sections 9.1(a) through (g), inclusive, have been fully satisfied; (ii) a copy of the resolutions duly adopted by Seller's board of directors and stockholders authorizing Seller's execution, delivery and performance of the Transaction Documents to which Seller is a party and the consummation of the Sale and all other transactions contemplated by the Transaction Documents, as in effect as of the Closing, certified by an officer of Seller; (iii) a certificate (dated not earlier than five business days prior to the Closing) of the Secretary of State of the state of incorporation of Seller as to the good standing of Seller in such state; (iv) a certificate (dated not earlier than five business days prior to the Closing) of the Secretary of State of each state wherein Seller has qualified to do business as a foreign corporation as to the good standing of Seller in such state ; (v) the Books and Records; (vi) such a ▇▇▇▇ of sale, warranty deeds, warranty assignments of leases and all other instruments of conveyance which are necessary or desirable to effect the Sale, including documents acceptable for recordation in the United States Patent and Trademark Office, the United States Copyright Office and any other similar Government Entity; (vii) copies of the Consents; and (viii) such other documents relating to the transactions contemplated by the Transaction Documents as Purchaser reasonably requests.

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

Seller’s Closing Documents. As part of the Closing, Seller will deliver to Purchaser: 8.6.1 the Deed, in the form of Schedule 8.6.1 8.6.2 an affidavit in customary form that Seller is not a foreign person within the meaning of Section 1445(e) of the Internal Revenue Code of 1986, in the form of Schedule 8.6.2; 8.6.3 such affidavits as are customarily required by Title Insurer in connection with issuance of the owner's basic title insurance policy, including a mechanics' lien and judgment affidavit; 8.6.4 an assignment of the Leases in the form of Schedule 8.6.4 ("Lease Assignment"); 8.6.5 an assignment of contracts and warranties in the form of Schedule 8.6.5 ("Contracts Assignment"), assigning to Purchaser all contracts listed on Schedule 5.1.5, other than those designated by Purchaser for termination by notice to Seller not less than thirty (30) days prior to Closing; 8.6.6 an assignment of intangibles in the form of Schedule 8.6.6 ("Intangibles Assignment"); 8.6.7 letters, in form to be supplied by Purchaser, to the tenants at the Property, instructing the tenants to pay rent to Purchaser and to recognize Purchaser as landlord under their Leases; 8.6.8 a ▇▇▇▇ of sale conveying all personal property of Seller, if any, located at the Property and used in connection with the maintenance or operation thereof (specifically excluding furniture, fixtures and equipment owned by RREEF Management Company and located in the RREEF Management Company office), in the form of Schedule 8.6.8; 8.6.9 a rent roll, certified by Seller as being true and correct, to Seller's knowledge, as of the Closing Date, in the form previously delivered to Purchaser; 8.6.10 a "bring down certificate" stating that Seller's representations and warranties are true and correct as of the Closing Date, in the form of Schedule 8.6.10; 8.6.11 estoppel certificates as required by Paragraph 6.2 herein; and 8.6.12 all other documents, instruments or writings which may be reasonably required to consummate the transactions contemplated herein.

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