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

Action Prior to the Closing Date by Purchaser. Purchaser agrees that on or before 1:00 p.m. EST on the Closing Date, Purchaser will deposit with Escrow Agent the Closing Payment and all documents (executed and acknowledged, if appropriate) necessary to comply with the terms of this Agreement, including without limitation: (a) 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 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 particular Property is located; (b) For each Property, two (2) fully executed duplicate originals of the Assignment of Purchase Contract to Applicable Property executed by Purchaser and its assignee in the form and content attached hereto as Exhibit “D”; (c) For each Property, two (2) fully executed duplicate originals of the Assignment of Contracts executed by Purchaser; (d) For each Property, two (2) fully executed duplicate originals of the Assignment of Resident Agreements executed by Purchaser; (e) An executed Closing Statement; (f) For each Property, two (2) fully executed duplicate originals of the Assignment of Intangibles executed by Purchaser; (g) For each Property, two (2) fully executed duplicate originals of the ▇▇▇▇ of Sale executed by Purchaser; (h) Two (2) fully executed duplicate originals of the Assignment of Ground Lease executed by Purchaser; (i) For each Property (if necessary pursuant to Section 6.4.2 below), two (2) fully executed duplicate originals of the Bridging Lease executed by Purchaser; (j) For each Property (if necessary pursuant to Section 6.4.2 below), two (2) fully executed duplicate originals of the Bridging Management Agreement executed by Purchaser; (k) Two (2) duplicate originals of the Post-Closing Escrow Agreement, as set forth in Section 7.3 below, executed by Purchaser; (l) The Releases, as defined in Section 4.2.3 above, executed by the applicable lender(s); and (m) Such other funds, instruments or documents as may be reasonably necessary to effect or carry out the covenants and obligations to be performed by Purchaser pursuant to this Agreement.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Sunrise Senior Living Inc)

Action Prior to the Closing Date by Purchaser. Purchaser agrees that on or before 1:00 p.m. EST on the Closing Date, Purchaser will deposit with Escrow Agent the Closing Payment and, in addition, the following items and all documents instruments (executed and acknowledged, if appropriate) necessary ): V.3.1. For the ▇▇▇▇ ▇ ▇▇▇▇▇▇ Property only, an Assignment of Leasehold Interest, executed by Purchaser, together with such evidence as may be required by the ground lessor under the Ground Lease as to comply with the terms net worth and credit standing of this AgreementPurchaser, including without limitation:in addition to any other requirements described in the Ground Lease; (a) V.3.2. To the extent that applicable law requires that the DeedsDeeds or the Assignment of Leasehold Interest, transfer tax or other tax forms, or recording forms be executed by the grantee, such instruments shall be (including, but not limited to, with respect to each of the DC Properties, a Real Property Recordation and Transfer Tax Form FP-7-C), executed by Purchaser and acknowledged in the presence of a Notary Public in accordance with the laws of the state in which the particular applicable Property is located; (b) V.3.3. For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Purchase Contract to Applicable Property Contracts and Licenses, executed by Purchaser and its assignee in the form and content attached hereto as Exhibit “D”Purchaser; (c) V.3.4. For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Contracts Leases, executed by Purchaser; (d) V.3.5. An executed counterpart of the Consolidated Closing Statement and each Individual Closing Statement; V.3.6. For each Property, two (2) fully executed duplicate originals of the applicable Assignment of Resident Agreements Intangibles, executed by Purchaser; (e) An executed Closing Statement; (f) V.3.7. For each Property, two (2) fully executed duplicate originals of the Assignment of Intangibles executed by Purchaser; (g) For each Property, two (2) fully executed duplicate originals of the applicable ▇▇▇▇ of Sale executed by Purchaser; (h) Two (2) fully executed duplicate originals of the Assignment of Ground Lease executed by Purchaser; (i) For each Property (if necessary pursuant to Section 6.4.2 below), two (2) fully executed duplicate originals of the Bridging Lease executed by Purchaser; (j) For each Property (if necessary pursuant to Section 6.4.2 below), two (2) fully executed duplicate originals of the Bridging Management Agreement executed by Purchaser; (k) Two (2) duplicate originals of the Post-Closing Escrow Agreement, as set forth in Section 7.3 belowSale, executed by Purchaser; (l) The Releases, as defined in Section 4.2.3 above, executed by the applicable lender(s); and (m) V.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; V.3.9. A closing certification in the form attached hereto as Exhibit O-2 executed by the Purchaser; and V.3.10. All 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.

Appears in 1 contract

Sources: Purchase and Sale Agreement (Washington Real Estate Investment Trust)