At Closing Clause Samples

At Closing. (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property. (2) Buyer shall pay the Sales Price in good funds acceptable to the escrow agent. (3) Seller and ▇▇▇▇▇ shall execute and deliver any notices, statements, certificates, affidavits, releases, loan documents and other documents reasonably required for the closing of the sale and the issuance of the Title Policy. (4) There will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing the payment of any loans assumed by Buyer and assumed loans will not be in default. (5) If the Property is subject to a residential lease, Seller shall transfer security deposits (as defined under §92.102, Property Code), if any, to Buyer. In such an event, ▇▇▇▇▇ shall deliver to the tenant a signed statement acknowledging that the Buyer has acquired the Property and is responsible for the return of the security deposit, and specifying the exact dollar amount of the security deposit.

At Closing. (a) Contributor shall execute and deliver an Assignment of Membership Interests, transferring all of its Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreement. (c) Contributor shall amend the operating agreement of the Holding Company to provide for its withdrawal from the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding Company. (d) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect), and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the endorsements required by SCOLP. (e) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (f) Contributor shall deliver to Owner and SCOLP originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner. (g) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by ▇▇▇▇▇▇ ▇▇▇...

At Closing. (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property. (2) Buyer shall pay the Sales Price in good funds acceptable to the Escrow Agent. (3) Seller and ▇▇▇▇▇ shall execute and deliver any notices, statements, certificates, affidavits, releases, loan documents, transfer of any warranties, and other documents reasonably required for the closing of the sale and the issuance of the Title Policy. (4) There will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing the payment of any loans assumed by Buyer and assumed loans will not be in default. (5) Private transfer fees (as defined by Chapter 5, Subchapter G of the Texas Property Code) will be the obligation of Seller unless provided otherwise in this contract. Transfer fees assessed by a property owners’ association are governed by the Addendum for Property Subject to Mandatory Membership in a Property Owners Association.

At Closing. Seller shall deliver: (a) A special warranty deed conveying the Property to Buyer (the "Deed") subject to the exceptions set forth in the Title Commitment and, if applicable, the Permitted Exception under Section 3.7 and, if the Existing Financing is paid pursuant to Section 3.7, deleting title exceptions securing the Existing Financing. (b) An affidavit or qualifying statement which satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Non-Foreign Affidavit"). (c) Two original counterparts of a bill of sale and assignment (the "Bill of Sale"), ▇uly executed by Seller, assign▇▇▇ and conveying to Buyer all of Seller's right, title and interest in and to the Personal Property. The Bill of Sale shall be in the form of EXHIBIT F ▇▇▇▇ched hereto. (d) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption Agreement") duly executed by Seller assigning all of Seller's right, title and interest in and to the Leases, security deposits and in and to all warranties applicable to the Project, if any. The Assignment and Assumption Agreement shall be in the form of EXHIBIT "G" attached hereto. (e) Two original counterparts of an assignment and assumption agreement (the "Assignment and Assumption of Service Contracts") duly executed by Seller assigning all of Seller's right, title and interest in and to the Service Contracts. The Assignment and Assumption of Service Contracts shall be in the form of EXHIBIT "H" attached hereto. (f) Such documents as may be required by PFC Corporation and HUD to evidence the assumption of the Existing Financing or, if applicable, to pay in full the Existing Financing pursuant to Section 3.7. (g) Such other documents as may be reasonably required by the Title Company, in a form reasonably acceptable to Seller (provided, however, in no event shall Seller be obligated to indemnify the Title Company or Buyer from or against any claims except as may be set forth herein). (h) Copies of the personnel files of all employees employed at the Property and becoming employees of Buyer after the Closing. (i) A termination of any management agreements relating to the Property and a termination of any Service Contracts which by their terms are terminable without premium and which Buyer elects not to assume. (j) A current Rent Roll certified as of the date of Closing which shall include a correct list of all Tenants, all rental obligatio...

At Closing. Buyer and Seller shall enter into the lease agreements described on Schedule 1.2(h) pursuant to leases in the form of Exhibit A attached hereto.

At Closing. Borrower shall execute and deliver to Lender a promissory note evidencing Borrower's unconditional obligation to repay Lender for Revolving Credit Loans, advances, and other extensions of credit made under the Loan, in the form of Exhibit A to this Agreement (the "Note"), dated the date hereof, payable to the order of Lender in accordance with the terms thereof. The Note shall bear interest from the date thereof until repaid, with interest payable monthly in arrears on the first Business Day of each month, at a rate per annum (on the basis of the actual number of days elapsed over a year of 360 days) equal to the Base Rate, provided that after an Event of Default such rate shall be equal to the Default Rate. Each Revolving Credit Loan, advance and other extension of credit shall be deemed evidenced by the Note, which is deemed incorporated by reference herein and made a part hereof.

At Closing. Seller shall execute, acknowledge and deliver to Buyer for recording, a separate right of first offer agreement, prepared by Buyer, acceptable to Seller (and Seller agrees that the right of first offer agreement shall be acceptable to it to the extent that its provisions are substantially the same as those set forth below; and Seller further agrees to be reasonable in granting or withholding its acceptance to the right of first offer agreement), setting forth the following terms and provisions but subject in all events to the qualifications set forth in Section 21(c) of this Agreement (the "Right of First Offer Agreement"): (i) Seller shall not at any time during the Right of First Offer Term sell or convey or agree to sell or convey all or any portion of the Right of First Offer Parcel without first having complied with the requirements of the Right of First Offer Agreement. (ii) If Seller shall during the Right of First Offer Term desire to sell or convey all or part of the Right of First Offer Parcel, Seller shall deliver to Buyer written notice (the "First Offer Notice") setting forth the price and other material terms on which Seller would be willing to sell the Right of First Offer Parcel. Buyer shall have fifteen (15) days from receipt of the First Offer Notice in which to elect to purchase the Right of First Offer Parcel pursuant to the terms of the First Offer Notice. If Buyer elects to purchase the Right of First Offer Parcel pursuant to the terms of the First Offer Notice, Buyer shall give to Seller written notice thereof ("Acceptance Notice") within said fifteen (15) day period and closing shall be held within 90 days after the date of the Acceptance Notice, whereupon Seller shall convey the Right of First Offer Parcel to Buyer. At closing, Seller shall deliver to Buyer a special warranty deed, sufficient to convey to Buyer fee simple title to the Right of First Offer Parcel free and clear of all liens, restrictions and encumbrances, except for those subject to which the Right of First Offer Parcel was to have been conveyed in accordance with the terms of the First Offer Notice. (iii) In the event Buyer shall elect not to purchase all or part of the Right of First Offer Parcel pursuant to a First Offer Notice, Seller may thereafter sell the property which was the subject of the First Offer Notice in accordance with the terms of the First Offer Notice. If Seller has not sold that portion of the Right of First Offer Parcel which was the subject o...

At Closing. (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property. (2) Buyer shall pay the Sales Price in good funds acceptable to the escrow agent. Contract Concerning Page 6 of 11 11-10-2020 (Address of Property) (3) Seller and ▇▇▇▇▇ shall execute and deliver any notices, statements, certificates, affidavits, releases, loan documents and other documents reasonably required for the closing of the sale and the issuance of the Title Policy. (4) There will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing the payment of any loans assumed by Buyer and assumed loans will not be in default.

At Closing. (1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property. (2) Buyer shall pay the Sales Price in good funds acceptable to the escrow agent. (3) Seller and ▇▇▇▇▇ shall execute and deliver any notices, statements, certificates, affidavits, releases, loan documents and other documents required of them by this contract, the Commitment or law necessary for the closing of the sale and the issuance of the Title Policy.