Common use of Action Prior to the Closing Date by Purchaser Clause in Contracts

Action Prior to the Closing Date by Purchaser. Subject to Section 5.1.1, Purchaser agrees that on or before 1:00 p.m. on the Closing Date, Purchaser will deposit with Escrow Agent the Closing Payment and, in addition, the following items and instruments (executed and acknowledged, if appropriate): 5.3.1 To the extent that applicable law requires that the Deeds, transfer tax or other tax forms, or recording forms be executed by the grantee, such instruments, executed by Purchaser and acknowledged in the presence of a Notary Public in accordance with the laws of the state in which the applicable Property is located; 5.3.2 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Contracts, executed by Purchaser; 5.3.3 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Leases, executed by Purchaser; 5.3.4 An executed counterpart of the Consolidated Closing Statement and each Individual Closing Statement; 5.3.5 Such other instruments or documents as are expressly required by this Agreement to be delivered by Purchaser at Closing or as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Purchaser pursuant to this Agreement; and 5.3.6 All affidavits, gap indemnity agreements and other documents consistent with the express provisions of this Agreement and reasonably required by the Title Company (including without limitation, evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction contemplated hereby have been obtained by the Purchaser), each in form and substance reasonably acceptable to the Purchaser.

Action Prior to the Closing Date by Purchaser. Subject to Section 5.1.1, Purchaser agrees that on or before 1:00 p.m. (Eastern Time) on the Closing Date, Purchaser will deposit with Escrow Agent the Closing Payment and, in addition, the following items and instruments all documents (executed and acknowledged, if appropriate):) necessary to comply with the terms of this Agreement, including without limitation: 5.3.1 (a) To the extent that applicable law requires that the DeedsDeed, transfer tax or other tax forms, or recording forms be executed by the grantee, such instruments, instruments shall be executed by Purchaser and acknowledged in the presence of a Notary Public in accordance with the laws of the state in which the applicable Property is locatedState of Texas; 5.3.2 For (b) If applicable, pursuant to Section 14.4 below, for each Property, two (2) fully executed duplicate originals of the applicable Assignment of Contracts, Purchase Contract to Applicable Property executed by PurchaserPurchaser and its assignee in the form and content attached hereto as Exhibit “K”; 5.3.3 (c) For each Property, two (2) fully executed duplicate originals of the applicable Assignment and Assumption of LeasesIntangible Property, executed by Purchaser; 5.3.4 (d) For each Property, two (2) duplicate originals of the Assignment and Assumption of Leases and Contracts executed by Purchaser; (e) For each Property, two (2) duplicate originals of the Assignment and Assumption of Resident Agreements executed by Purchaser; (f) A Bringdown Certificate executed by a duly authorized officer of Purchaser certifying to each Seller that, as of the Closing Date, the representations and warranties made by Purchaser set forth in Section 9.1 of the Agreement remain true and correct in all material respects. (g) An executed counterpart of the Consolidated Closing Statement and each Individual Closing Statement;; and 5.3.5 (h) Such other funds, instruments or documents as are expressly required by this Agreement to be delivered by Purchaser at Closing or as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Purchaser pursuant to this Agreement; and 5.3.6 All affidavits, gap indemnity agreements and other documents consistent with the express provisions of this Agreement and reasonably required by the Title Company (including without limitation, evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction contemplated hereby have been obtained by the Purchaser), each in form and substance reasonably acceptable to the Purchaser.

Action Prior to the Closing Date by Purchaser. Subject to Section 5.1.1, Purchaser agrees that on or before 1:00 p.m. on the Closing Date, Purchaser will deposit with Escrow Agent the Closing Payment and, in addition, the following items and instruments (executed and acknowledged, if appropriate): 5.3.1 To the extent that applicable law requires that the DeedsDeed, transfer tax or other tax forms, or recording forms be executed by the grantee, such instruments, executed by Purchaser and acknowledged in the presence of a Notary Public in accordance with the laws of the state in which the applicable Property is located; 5.3.2 For each Property, two Two (2) fully executed duplicate originals of the applicable Assignment of Contracts, if applicable, executed by Purchaser; 5.3.3 For each Property, two Two (2) fully executed duplicate originals of the applicable Assignment of Leases, executed by Purchaser; and Two (2) fully executed duplicate originals of the Ground Lease Assignment, executed by Purchaser’s designee; 5.3.4 An executed counterpart of the Consolidated Closing Statement and each Individual Closing Statement; 5.3.5 Such other instruments or documents as are expressly required by this Agreement to be delivered by Purchaser at Closing or as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Purchaser pursuant to this Agreement; and 5.3.6 All affidavits, gap indemnity agreements and other documents consistent with the express provisions of this Agreement and reasonably required by the Title Company (including without limitation, evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction contemplated hereby have been obtained by the Purchaser), each in form and substance reasonably acceptable to the Purchaser.

Action Prior to the Closing Date by Purchaser. Subject to Section 5.1.1, Purchaser agrees that on or before 1:00 p.m. (Eastern Time) on the Closing Date, Purchaser will deposit with Escrow Agent the Closing Payment and, in addition, the following items and instruments all documents (executed and acknowledged, if appropriate):) necessary to comply with the terms of this Agreement, including without limitation: 5.3.1 (a) To the extent that applicable law requires that the DeedsDeed, transfer tax or other tax forms, or recording forms be executed by the grantee, such instruments, instruments shall be executed by Purchaser and acknowledged in the presence of a Notary Public in accordance with the laws of the state in which the applicable Property is locatedState of Texas; 5.3.2 For each Property(b) If applicable, pursuant to Section 14.4 below, two (2) fully executed duplicate originals of the applicable Assignment of ContractsPurchase Contract executed by Purchaser and its assignee in the form and content attached hereto as Exhibit “I”; (c) Two (2) duplicate originals of the Assignment and Assumption of Intangible Property, executed by Purchaser; 5.3.3 For each Property, two (d) Two (2) fully executed duplicate originals of the applicable Assignment and Assumption of Leases, Contracts executed by Purchaser; 5.3.4 (e) A Bringdown Certificate executed by a duly authorized officer of Purchaser certifying to Seller that, as of the Closing Date, the representations and warranties made by Purchaser set forth in Section 9.1 of the Agreement remain true and correct in all material respects. (f) An executed counterpart of the Consolidated Closing Statement and each Individual Closing Statement;; and 5.3.5 (g) Such other funds, instruments or documents as are expressly required by this Agreement to be delivered by Purchaser at Closing or as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Purchaser pursuant to this Agreement; and 5.3.6 All affidavits, gap indemnity agreements and other documents consistent with the express provisions of this Agreement and reasonably required by the Title Company (including without limitation, evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction contemplated hereby have been obtained by the Purchaser), each in form and substance reasonably acceptable to the Purchaser.

Action Prior to the Closing Date by Purchaser. Subject to Section 5.1.1, Purchaser agrees that on or before 1:00 2:00 p.m. on the Closing Date, Purchaser will deposit with Escrow Agent the Closing Payment and, in addition, the following items and instruments (executed and acknowledged, if appropriate): 5.3.1 To the extent that applicable law requires that the Deeds, transfer tax or other tax forms, or recording forms be executed by the grantee, such instruments, executed by Purchaser and acknowledged in the presence of a Notary Public in accordance with the laws of the state in which the applicable Property is located; 5.3.2 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of ContractsContracts and Licenses, executed by Purchaser; 5.3.3 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Leases, executed by Purchaser; 5.3.4 An executed counterpart of the Consolidated Closing Statement and each Individual Closing Statement; 5.3.5 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Intangibles, executed by Purchaser; 5.3.6 For each Property, two (2) fully executed duplicate originals of the applicable ▇▇▇▇ of Sale, executed by Purchaser; 5.3.7 Such other instruments or documents as are expressly required by this Agreement to be delivered by Purchaser at Closing or as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Purchaser pursuant to this Agreement; 5.3.8 A certification in the form attached hereto as Exhibit O-2 executed by the Purchaser; and 5.3.6 5.3.9 All affidavits, gap indemnity agreements and other documents consistent with the express provisions of this Agreement and reasonably required by the Title Company (including without limitation, evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction contemplated hereby have been obtained by the Purchaser), each in form and substance reasonably acceptable to the Purchaser.

Action Prior to the Closing Date by Purchaser. Subject to Section 5.1.1, Purchaser agrees that on or before 1:00 2:00 p.m. on the Closing Date, Purchaser will deposit with Escrow Agent the Closing Payment and, in addition, the following items and instruments (executed and acknowledged, if appropriate): 5.3.1 To the extent that applicable law requires that the Deeds, transfer tax or other tax forms, or recording forms be executed by the grantee, such instruments, executed by Purchaser and acknowledged in the presence of a Notary Public in accordance with the laws of the state in which the applicable Property is located;; ACTIVE/85729224.2 5.3.2 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of ContractsContracts and Licenses, executed by Purchaser; 5.3.3 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Leases, executed by Purchaser; 5.3.4 An executed counterpart of the Consolidated Closing Statement and each Individual Closing Statement; 5.3.5 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Intangibles, executed by Purchaser; 5.3.6 For each Property, two (2) fully executed duplicate originals of the applicable ▇▇▇▇ of Sale, executed by Purchaser; 5.3.7 Such other instruments or documents as are expressly required by this Agreement to be delivered by Purchaser at Closing or as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Purchaser pursuant to this Agreement; 5.3.8 A certification in the form attached hereto as Exhibit O-2 executed by the Purchaser; 5.3.9 In respect of the Property commonly known as ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, two (2) fully executed duplicate originals of the 6110 License, executed by Purchaser; and 5.3.6 5.3.10 All affidavits, gap indemnity agreements and other documents consistent with the express provisions of this Agreement and reasonably required by the Title Company (including without limitation, evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction contemplated hereby have been obtained by the Purchaser), each in form and substance reasonably acceptable to the Purchaser.

Action Prior to the Closing Date by Purchaser. Subject to Section 5.1.1, Purchaser agrees that on or before 1:00 p.m. 10:00 a.m. on the Closing Date, Purchaser will deposit with Escrow Agent the Closing Payment and, in addition, the following items and instruments (executed and acknowledged, if appropriate): 5.3.1 To the extent that applicable law requires that the Deeds, transfer tax or other tax forms, or recording forms be executed by the grantee, such instruments, executed by Purchaser and acknowledged in the presence of a Notary Public in accordance with the laws of the state in which the applicable Property is located; 5.3.2 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Contracts, executed by Purchaser; 5.3.3 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Leases, executed by Purchaser; 5.3.4 An executed counterpart of the Consolidated Closing Statement and each Individual Closing Statement; 5.3.5 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Intangibles, executed by Purchaser; 5.3.6 For each Property, two (2) fully executed duplicate originals of the applicable ▇▇▇▇ of Sale, executed by Purchaser; 5.3.7 The Releases, as defined in Section 4.2.1 above, executed by the DBP II Lender; 5.3.8 Such other funds, instruments or documents as are expressly required by this Agreement to be delivered by Purchaser at Closing or as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Purchaser pursuant to this Agreement; and 5.3.6 5.3.9 All affidavits, gap indemnity agreements and other documents consistent with the express provisions of this Agreement and reasonably required by the Title Company (including without limitation, evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction contemplated hereby have been obtained by the Purchaser), each in form and substance reasonably acceptable to the Purchaser.

Action Prior to the Closing Date by Purchaser. Subject to Section 5.1.1, Purchaser agrees that on or before 1:00 p.m. on the Closing Date, Date Purchaser will deposit with Escrow Agent the Closing Payment (as required pursuant to Section 2.2.2) and, in addition, the following items and instruments (executed and acknowledged, if appropriate): 5.3.1 To the extent that applicable law requires that the Deeds, transfer tax or other tax forms, or recording forms be executed by the grantee, such instruments, executed by Purchaser and acknowledged in the presence of a Notary Public in accordance with the laws of the state in which the applicable Property is located; 5.3.2 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Contracts, executed by Purchaser; 5.3.3 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Leases, executed by Purchaser; 5.3.4 An executed counterpart of the Consolidated Closing Statement and each Individual Closing Statement; 5.3.5 Such other instruments or documents as are expressly required by this Agreement to be delivered by Purchaser at Closing or as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Purchaser pursuant to this Agreement; and 5.3.6 All affidavits, gap indemnity agreements and other documents consistent with the express provisions of this Agreement and reasonably required by the Title Company (including without limitation, evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction contemplated hereby have been obtained by the Purchaser), each in form and substance reasonably acceptable to the Purchaser.

Action Prior to the Closing Date by Purchaser. Subject to Section 5.1.1, Purchaser agrees that that, provided Seller has complied with its obligations under Section 5.2 hereof, on or before 1:00 3:00 p.m. Eastern Time on the Closing Date, Purchaser will deposit with Escrow Agent the Closing Payment and, in addition, the following items and instruments (executed and acknowledged, if appropriate): 5.3.1 5.3.1. To the extent that applicable law requires that the Deeds, transfer tax tax, disclosures or reports or other tax forms, or recording forms be executed by the grantee, such instruments, executed by Purchaser and acknowledged in the presence of a Notary Public in accordance with the laws of the state in which the applicable Property is located; 5.3.2 For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Contracts, executed by Purchaser; 5.3.3 5.3.2. For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Leases, executed by Purchaser; 5.3.4 5.3.3. An executed counterpart of the Consolidated Closing Statement and each Individual Closing Statement; 5.3.5 5.3.4. For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Intangibles, executed by Purchaser; 5.3.5. For each Property, two (2) fully executed duplicate originals of the applicable ▇▇▇▇ of Sale, executed by Purchaser; 5.3.6. Such other funds, instruments or documents as are expressly required by this Agreement to be delivered by Purchaser at Closing or as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Purchaser pursuant to this Agreement; and; 5.3.6 All affidavits, gap indemnity agreements and other 5.3.7. Other documents consistent with the express provisions of this Agreement and reasonably required by the Title Company (including without limitation, evidence reasonably satisfactory to the Title Company that all necessary authorizations of the transaction contemplated hereby have been obtained by the Purchaser), each in form and substance reasonably acceptable to the Purchaser; and 5.3.8. A certificate executed by Purchaser certifying that such Purchaser’s representations and warranties contained herein remain true and accurate in all material respects as of the Closing Date.