Seller’s Deliveries Sample Clauses
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Seller’s Deliveries. At Closing, Seller shall execute and/or deliver to Purchaser the following items (referred to collectively herein as the “Seller’s Closing Items”):
(a) a limited warranty deed conveying to Purchaser good and insurable fee simple title to the Property, free and clear of all liens, encumbrances, restrictions, and easements, except for the Permitted Title Exceptions (the “Deed”);
(b) a quitclaim deed conveying the Property to Purchaser as described on the Survey, if required by Section 7.5 above;
(c) the Project Agreements;
(d) an owner’s affidavit in the form required by Title Company and such other documentation as may be required by Title Company to issue a standard 2006 ALTA Owner’s Policy with respect to the Property (hereinafter referred to as the “Title Policy”) free and clear of all liens, encumbrances, restrictions, and easements whatsoever except for the Permitted Title Exceptions and the “standard printed” survey exception;
(e) such documents, certificates and affidavits reasonably requested by Purchaser Or Title Company to evidence Seller’s authority to enter into this Agreement, perform its obligations hereunder and consummate the sale and purchase transaction contemplated hereby;
(f) a certificate and affidavit signed on behalf of Seller certifying that Seller is not a “foreign corporation”, “foreign partnership”, “foreign trust”, “foreign estate” or “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1954, as amended;
(g) a certificate in favor of Purchaser, its successors, assigns and lenders, certifying that all of the representations and warranties in Article 4 above are true and correct in all material respects as of the date of Closing;
(h) a closing statement, itemizing and approving all receipts and disbursements made in connection with Closing;
(i) a general assignment conveying to Purchaser, without representation or warranty and to the extent assignable, Seller’s rights with respect to any and all tangible and intangible rights, privileges and appurtenances pertaining to the Property, except for the Permitted Title Exceptions; and
(j) any and all other documents or items reasonably necessary or appropriate to complete the Closing, including, but not limited to, any transfer tax forms, affidavits, or broker lien waivers required by applicable law, rule, regulation or otherwise required by the Title Company for the removal of any and all “standard exceptions” on Purchaser’s Title Policy. All of the Seller’s Closi...
Seller’s Deliveries. Each of the deliveries required to be made to Buyer pursuant to Section 4.3 shall have been so delivered.
Seller’s Deliveries. At the Closing, Seller shall deliver the following to Purchaser in addition to all other items required to be delivered to Purchaser by Seller:
Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer, at Seller’s sole expense, each of the following items:
5.6.1 A special warranty deed (the “Deed”) duly executed and acknowledged by Seller, substantially in the form attached hereto as Exhibit “E”.
5.6.2 A ▇▇▇▇ of sale, general assignment and assignment and assumption of lease (the “▇▇▇▇ of Sale and Assignment”) in the form attached hereto as Exhibit “F” which shall transfer, convey, sell, assign and set over to Buyer all of Seller’s right, title and interest in and to the Personal Property, Lease, Tenant Deposit, Property Contracts, Intangible Property and Miscellaneous Property.
5.6.3 Originals of the Lease or any occupancy agreements (with all amendments and modifications thereto) in Seller’s possession or control relating to the Property, together with the Threshold Estoppel required under Section 5.4.3 of this Agreement and the SNDA required under Section 5.4.4 of this Agreement.
5.6.4 All keys in Seller’s possession to all locks on the Property and all documents in the possession of Seller pertaining to the tenant of the Property, including all applications, correspondence and credit reports relating to such tenant.
5.6.5 A non-foreign person affidavit sworn to by Seller as required by Section 1445 of the Code.
5.6.6 Such evidence, documents, affidavits and indemnifications as may be reasonably required by the Title Company as a precondition to the issuance of the Title Policy relating to: (i) mechanics’ or materialmen’s liens; (ii) parties in possession; (iii) the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property; or (iv) any other matter reasonably required to enable the Title Company to issue the Title Policy and endorsements thereto.
5.6.7 Originals of all Property Contracts assumed by Buyer and all other documents in the possession of Seller relating to the operation of the Property including all permits, licenses, approvals, plans, specifications, guaranties and warranties.
5.6.8 A duly executed closing statement reflecting the adjustments and prorations required by this Agreement (the “Closing Statement”).
5.6.9 Such evidence or documents as may reasonably be required by Buyer evidencing the power and authority of the Seller and its respective partners and the due authority of, and execution and delivery by, any person or persons who are executing ...
Seller’s Deliveries. (a) [Reserved]
(b) The Sellers shall deliver the following documents at the Closing:
(i) a duly executed Secretary’s Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying that such Seller has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended;
(ii) an executed Incumbency Certificate from each Seller (or the general partner or managing member of such Seller, where appropriate) certifying the authority of the officers of such Seller (or the general partner or managing member of such Seller, where appropriate) to execute this Agreement and the other documents delivered by such Seller to the Buyer at the Closing;
(iii) with respect to each Property that is not a Ground Leased Property, a special/limited warranty deed (a “Deed”) in substantially the form of Exhibit K attached hereto, duly executed by the relevant Seller, which deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the Property subject only to the Permitted Exceptions with reference to such Property;
(iv) with respect to each Ground Leased Property, an improvements only deed as required by Applicable Law (an “Improvement Deed”) in substantially the form of Exhibit L attached hereto, duly executed by the relevant Seller, which Improvement Deed, upon proper recording by the Buyer, shall be sufficient to transfer and convey to the Buyer (or a Designated Subsidiary) all of the relevant Seller’s rights in the improvements on the Ground Leased Property subject only to the Permitted Exceptions with reference to such Ground Leased Property;
(v) with respect to each Property:
(A) an Assignment of Leases, duly executed by the relevant Seller, together with the original Leases;
(B) a ▇▇▇▇ of sale (a “▇▇▇▇ of Sale”), duly executed by the relevant Seller, in substantially the form of Exhibit M attached hereto, relating to all fixtures, chattels, equipment and articles of personal property owned by the relevant Seller which as of the Closing Date are located upon or attached to the Property;
(C) an Assignment of Contracts, duly executed by the relevant Seller;
(D) an assignment of all warranties, permits, licenses and other Asset-Related Property in the for...
Seller’s Deliveries. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
Seller’s Deliveries. Seller shall have delivered to or for the benefit of Purchaser, on or before the Closing Date, all of the documents required of Seller pursuant to Sections 6.2 and 6.4 hereof.
Seller’s Deliveries. At the Closing, Seller shall deliver to Purchaser the following:
(a) the Deed, signed by Seller in recordable form;
(b) the ▇▇▇▇ of Sale, signed by Seller;
(c) the Lease Assignment, signed by Seller;
(d) the Assignment and Assumption Agreement-Contracts and General Intangibles, signed by Seller;
(e) the Non-Foreign Affidavit, signed by Seller;
(f) a certificate executed by Seller, dated as of the Closing Date, pursuant to which Seller shall have certified to Purchaser that Seller’s representations and warranties in Article 6 are true and correct in all material respects as of the Closing Date as if such representations and warranties were made on and as of the Closing Date or, if and to the extent any of such representations and warranties is not so true and correct, shall identify with reasonable particularity the nature and extent to which any such representation or warranty is not so true and correct;
(g) an owner/seller affidavit and “gap indemnity ”in the form attached hereto as Exhibit H, signed by Seller;
(h) other affidavits and other instruments, including all organizational documents of Seller and Seller’s general partner, and good standing certificates reasonably requested by Title Company, evidencing the power and authority of Seller to enter into this Agreement and to consummate the transactions contemplated by this Agreement;
(i) the Closing Statement, signed by Seller;
(j) the Seller Closing Documents and all other documents, instruments, agreements and certificates required by this Agreement to be signed by Seller or delivered to Purchaser at the Closing;
(k) all required transfer and other tax declarations and returns duly executed and acknowledged by Seller; and
(l) such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.
Seller’s Deliveries. On or before the Closing Date, Seller shall deliver the following to Closing Agent (“Seller’s Deliveries”):
(i) The transfer deed warranting against title defects arising by, through or under Seller (in the form customarily used for similar transactions in the state where the Property is located) (“Deed”) signed by Seller and acknowledged in accordance with the laws of the state in which the Property is located.
(ii) A Non-Foreign Transferor Declaration signed by Seller or evidence reasonably acceptable to Closing Agent and Buyer that Seller is exempt from the withholding requirements of the Foreign Investment in Real Property Tax Act (FIRPTA), Internal Revenue Code Section 1445.
(iii) Any and all other instruments reasonably required by ▇▇▇▇▇’s lender, Closing Agent or otherwise necessary to Close the transactions contemplated by this Agreement.
Seller’s Deliveries. On the Closing Date, the Seller will deliver or cause to be delivered to the Buyer the following items (all documents will be duly executed and acknowledged where required):