Common use of Closing Deliveries at Closing Clause in Contracts

Closing Deliveries at Closing. (a) Seller shall convey to Buyer all of its right, title and interest in and to the Interest, free and clear of all liens, claims, encumbrances, security and other adverse interests (“Liens”), and thereupon Seller shall cease to be a Member of, or have any interest in, the Company; (b) Buyer shall pay to Seller the balance of the Purchase Price as contemplated in Section 2(b) above; (c) Buyer and each of the Seller Parties and Key Principals shall each execute and deliver to the other an assignment and assumption agreement in the form attached hereto as Exhibit A and made a part hereof (an “Assignment Agreement”) pursuant to which, among other things, Existing Manager shall resign as “Manager” of the Company, whereupon Buyer shall automatically and without any further action or approval become (or have the right to select) the new Manager of the Company, and Existing Manager shall cease to have any interest in, or rights to distributions from, the Company; (d) The Key Principals shall execute and deliver to Buyer Guarantor an indemnification agreement in the form attached hereto as Exhibit B and made a part hereof (an “Indemnification Agreement”); (e) Buyer and each Seller Party shall deliver reasonable evidence of such party’s authority to enter into the transactions contemplated herein; (f) The Seller Parties and Key Principals shall each execute and deliver a written certificate to the Buyer recertifying and remaking the warranties and representations contained in Section 6 below as of the Closing Date; (g) Buyer shall execute and deliver a written certificate to Seller recertifying and remaking the warranties and representations contained in Section 7 below as of the Closing Date; (h) Seller shall execute and deliver to Buyer a customary non-foreign person affidavit pursuant to Section 1445 and 1446 of the Internal Revenue Code, as amended (i) To the extent so required by Lender, the parties hereto shall execute and deliver the Lender Consent; and (j) Each party hereto shall execute and deliver such other documents and instruments that shall reasonably be required to consummate the transactions contemplated herein.

Closing Deliveries at Closing. 12.1. The closing of the transaction described in this Agreement ("Closing") shall take place at the offices of Closing Agent (or such other location on which Seller and Buyer may agree) at 10:00 a.m. (local time at the place of Closing) on the Closing Date. 12.2. At Closing, Seller shall deliver to Closing Agent the following (duly executed by or on behalf of Seller and, if appropriate, acknowledged or notarized): (a) Seller shall convey A notice, in substantially the form of Exhibit "E" or such other form as may be required by applicable law, for each tenant (if any) of the Real Property ("Notice to Buyer all of its right, title and interest in and to the Interest, free and clear of all liens, claims, encumbrances, security and other adverse interests (“Liens”Tenants"), and thereupon Seller shall cease to be a Member of, or have any interest in, the Company; (b) Buyer shall pay to Seller A special warranty deed in substantially the balance form of the Purchase Price as contemplated in Section 2(b) aboveExhibit "F" ("Deed"); (c) Buyer and each A ▇▇▇▇ of the Seller Parties and Key Principals shall each execute and deliver to the other an assignment and assumption agreement sale in substantially the form attached hereto as of Exhibit A and made a part hereof "G" (an “Assignment Agreement”) pursuant to which, among other things, Existing Manager shall resign as “Manager” "▇▇▇▇ of the Company, whereupon Buyer shall automatically and without any further action or approval become (or have the right to select) the new Manager of the Company, and Existing Manager shall cease to have any interest in, or rights to distributions from, the CompanySale"); (d) The Key Principals shall execute An Assignment and deliver to Buyer Guarantor an indemnification agreement Assumption Agreement in substantially the form attached hereto as of Exhibit B "H" ("Assignment and made a part hereof (an “Indemnification Assumption Agreement”"); (e) Buyer An affidavit, in a form acceptable to Seller and each Seller Party shall deliver reasonable evidence in favor of such party’s the Title Company, Closing Agent and Buyer, with respect to (i) compliance with the Foreign Investment in Real Property Tax Act (Internal Revenue Code +SEC 1445, as amended, and the regulations issued thereunder), (ii) the elimination of any standard or printed exceptions in Buyer's final policy of title insurance for unfiled mechanics' liens, and (iii) Seller's authority to enter into sell and convey the transactions contemplated herein;Property in accordance with this Agreement; and (f) The If applicable, the Environmental Remediation Agreement and the Remediation Escrow Agreement. At Closing, Seller Parties shall tender to Buyer (a) possession of the Real Property and Key Principals the Personal Property free and clear of all parties in possession, except under the Permitted Encumbrances or any other matter Buyer is required to accept under Section 6.1, and (b) all codes for the security devices (if any) of Seller upon the Property. Seller shall each execute and deliver a written certificate also make available to Buyer at the Property on the Closing Date (a) all keys in Seller's possession to the Buyer recertifying Property and remaking copies of all books and records in Seller's possession necessary for the warranties and representations contained in Section 6 below as orderly transition of operation of the Closing Date; Property, and (gb) Buyer shall execute all Leases, Contracts, Permits and deliver a written certificate to Seller recertifying and remaking the warranties and representations contained in Section 7 below as of the Closing Date; (h) Seller shall execute and deliver to Buyer a customary non-foreign person affidavit pursuant to Section 1445 and 1446 of the Internal Revenue Code, as amended (i) To the extent so required by Lender, the parties hereto shall execute and deliver the Lender Consent; and (j) Each party hereto shall execute and deliver such other documents and instruments that shall reasonably be required to consummate in Seller's possession constituting the transactions contemplated hereinIntangible Property.