Closing Procedure. (a) At least three (3) business days prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) If Purchaser assigns its rights as permitted hereunder, similar evidence as appropriate of any such assignee or nominee, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each of the acts of Purchaser and of such assignee performed pursuant to the provisions hereof; (ii) The Purchase Price in the manner set forth in Paragraph 2; (iii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. (b) At least three (3) business days prior to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Seller hereunder: (i) A deed (the "Grant Deed"), duly executed and acknowledged by Seller, and a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent, (ii) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property; (iii) A certified copy of resolutions of Seller authorizing the within transaction; (iv) Any information reasonably required to enable Purchaser to take possession of the Property upon Closing. Seller agrees to deliver all keys to the Property to Purchaser promptly upon Closing; (c) Provided that Escrow Agent confirms to Purchaser on the day prior to the Closing Date that, but for the delivery to it of the cash portion of the Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered to Escrow Agent by noon, Portland Oregon time, on the Closing Date, the balance of the Purchase Price in the manner set forth in Paragraph 2 and such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon delivery of said sums of money, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded in the Official Records of Sonoma County, California, and immediately to issue the Title Policy.
Appears in 1 contract
Sources: Purchase and Sale Agreement (United Grocers Inc /Or/)
Closing Procedure. (a) 16.1 At least three (3) one business days day prior to the date of Closing, Purchaser Buyer shall have delivered to Escrow Agent Holder counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser Buyer hereunder:: 16.
(i) If Purchaser assigns its rights as permitted hereunder, similar evidence as appropriate of any such assignee or nominee, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each of the acts of Purchaser and of such assignee performed pursuant to the provisions hereof;
(ii) 1.1 The Purchase Price in the manner set forth in Paragraph 2;Section 5; 16.
(iii) 1.2 Such funds as may be necessary to comply with PurchaserBuyer's obligations hereunder regarding prorations, costs and expenses; and 16.
1.3 A signed counterpart of the Assignment and Assumption of Leases (bthe "Assignment of Leases") and a ssigned counterpart of the Assignment and Assumption of Contracts (the "Assignment of Contracts").
16.2 At least three (3) one business days day prior to the date of Closing, Seller shall have delivered to Escrow Agent Holder counterpart executed originals of the following documents documents: 16.
2.1 The Grant Deed in the form of Exhibit "G" attached hereto and the following sums forming a part hereof; 16.
2.2 A transferor's certification of money required to be delivered non- foreign status ("FIRPTA Certificate") duly executed by Seller hereunder:
(i) A deed (in the "Grant Deed"), duly executed and acknowledged by Sellerform of, and a separate declaration upon the terms contained in, Exhibit "H" attached hereto; 16.
2.3 Notices to each of documentary transfer tax in form satisfactory to Escrow Agent,
the tenants and occupants (iiTenant Notification Letter) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property;
(iii) A certified copy of resolutions of Seller authorizing the within transaction;
(iv) Any information reasonably required to enable Purchaser to take possession of the Property upon Closing. Seller agrees to deliver all keys to of the transfer of the Property to Purchaser promptly upon Closing;
(c) Provided that Escrow Agent confirms to Purchaser on the day prior to the Closing Date that, but for the delivery to it of the cash portion of the Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered to Escrow Agent by noon, Portland Oregon time, on the Closing Date, the balance of the Purchase Price Buyer in the manner set forth in Paragraph 2 and such funds form attached hereto as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. Exhibit "I"; 16.3 Upon delivery of said the foregoing sums of moneyand documents, Escrow Agent Holder shall cause Title Company to cause the Grant Deed to be recorded (by a special recording if necessary) in the Official Records of Sonoma Los Angeles County and Ventura County, California, and immediately to issue the each Title Policy.
16.4 At least one business day prior to the date of Closing, Seller shall deliver to Buyer, outside of Escrow, the following documents: 16.
4.1 An original of each of the Service Contracts, Leases and keys to the Property if in Seller's possession or under its control; 16.
4.2 To the extent they are in Seller's possession, a complete set of all plans, specifications and as- built drawings, and all building permits, certificate of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; 16.
4.3 All warranties and operating manuals that Seller may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon; and
Appears in 1 contract
Closing Procedure. 27.1 On or before the Completion Date, the Purchaser will pay to the Purchaser’s Solicitors in trust the amount provided for in Section 4.1(c), less the amount to be advanced to the Purchaser on the Completion Date under any mortgage financing arranged by the Purchaser.
27.2 Forthwith following receipt by the Purchaser’s Solicitors of the payment pursuant to Section 27.1 and the documents and items referred to in Section 26.1, the Purchaser will cause the Purchaser’s Solicitors to file the Transfer in the appropriate Land Title Office on the Completion Date concurrently with any security documents applicable to any mortgage financing arranged by the Purchaser in connection with the purchase of the Property.
27.3 Forthwith following the filing referred to in Section 27.2 and upon the Purchaser’s Solicitors being satisfied as to the Purchaser’s pending title to the Lands after conducting a post-filing check of the property index disclosing only the following:
(a) At least three (3the existing title number(s) business days prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder:
(i) If Purchaser assigns its rights as permitted hereunder, similar evidence as appropriate of any such assignee or nominee, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each of the acts of Purchaser and of such assignee performed pursuant to the provisions hereofLands;
(ii) The Purchase Price in the manner set forth in Paragraph 2;
(iii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses.
(b) At least three (3) business days prior to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Seller hereunder:
(i) A deed (the "Grant Deed"), duly executed and acknowledged by Seller, and a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent,
(ii) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property;
(iii) A certified copy of resolutions of Seller authorizing the within transaction;
(iv) Any information reasonably required to enable Purchaser to take possession of the Property upon Closing. Seller agrees to deliver all keys to the Property to Purchaser promptly upon ClosingPermitted Encumbrances;
(c) Provided that Escrow Agent confirms the pending number assigned to the Transfer;
(d) pending numbers assigned to any charges granted by the Purchaser including any security documents applicable to any mortgage financing arranged by the Purchaser in connection with the purchase of the Property; and
(e) any charges with respect to which the Vendor’s Solicitors have extended undertakings satisfactory to the Purchaser and the Purchaser’s Solicitors regarding the discharge and release of the same, the Purchaser will cause the Purchaser’s Solicitors, forthwith upon receipt by them of the proceeds of any financing arranged by the Purchaser in connection with the sale and purchase of the Property, to deliver to the Vendor’s Solicitors on the day Completion Date any document referred to in Section 26.1 or Section 26.2 not previously provided to the Vendor and any other documents reasonably required by the Vendor or the Vendor’s Solicitors pursuant to Section 26.2, in each case in a form executed by the Purchaser, and a wire transfer for the balance due to the Vendor pursuant to Section 4.1(c), and to release the Deposit, to the extent held by the Purchaser’s Solicitors, to the Vendor’s Solicitors. Notwithstanding any provision of this Agreement, the parties agree that, with respect to payment of the amount payable to the Vendor’s Solicitors pursuant to the agreed upon Vendor’s statement of adjustments (the “Amount”), if the Purchaser is:
(f) relying on mortgage financing to assist with the purchase of the Property, and if the Purchaser’s Solicitors have: (i) received the net mortgage proceeds from the mortgage lender or its solicitors and continue to hold the Amount in their trust account but are unable to deposit the net mortgage proceeds to the Vendor’s Solicitors trust account because their financial institution’s hours of operation do not permit the same; or (ii) received written confirmation from the Purchaser’s mortgage lender that it is holding the net mortgage proceeds and the same are unconditionally available to the Purchaser; or
(g) paying the Amount by way of wire transfer, and if the Purchaser and the Purchaser’s Solicitors have: (i) used commercially reasonable efforts to ensure that the Vendor’s Solicitors will receive the Amount on or before 5:00 p.m. on the Completion Date and provided evidence that such wire transfer was initiated prior to such time to the Closing Date thatVendor’s Solicitors, but for the delivery to it any reason outside of the cash portion of Purchaser’s control (excluding any event which is a default by the Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered to Escrow Agent under this Agreement) the Vendor’s Solicitors do not receive the Amount by noon, Portland Oregon such time, on the Closing Date, the balance of the Purchase Price in the manner set forth in Paragraph 2 and such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon delivery of said sums of money, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded in the Official Records of Sonoma County, California, and immediately to issue the Title Policy.,
Appears in 1 contract
Closing Procedure. (a) At least three (3) business days prior 7.01 The Purchaser will cause the Purchaser’s Solicitor to hold the Transfer and other documents delivered pursuant to section 6.02 in trust to be dealt with in accordance with this Article.
7.02 The Purchaser’s Solicitor, or the solicitor’s agent, will conduct a pre-registration search of title to the date of ClosingLand and, Purchaser shall have delivered upon being satisfied that title to Escrow Agent counterpart executed originals the Land is registered in the name of the following documents Vendor free and clear of all liens, charges and encumbrances except the following sums of money required Permitted Encumbrances, the Purchaser’s Solicitor, or the solicitor’s agent, will apply to be delivered by Purchaser hereunder:register the Transfer in the land title office.
(i) If Purchaser assigns its rights as permitted hereunder7.03 After applying to register the Transfer in the land title office in accordance with section 7.02, similar evidence as appropriate of any such assignee the Purchaser’s Solicitor, or nomineethe solicitor’s agent, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each will conduct a post-deposit search of the acts of Purchaser and of such assignee performed pursuant title to the provisions hereof;
(ii) The Purchase Price Land and, upon confirming that in the manner set forth normal course of procedure in Paragraph 2;
(iii) Such funds the land title office the Purchaser will be registered as may be necessary to comply with owner in fee simple of the Land free and clear of all liens, charges and encumbrances except the Permitted Encumbrances, the Purchaser's obligations hereunder regarding prorations’s Solicitor, costs and expenses.
(b) At least three (3) business days prior at the Purchaser’s expense, will deliver to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of Vendor the following documents and the following sums of money required to be delivered by Seller hereunder:
(i) A deed (the "Grant Deed"), duly executed and acknowledged by Seller, and a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent,
(ii) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property;
(iii) A certified copy of resolutions of Seller authorizing the within transaction;
(iv) Any information reasonably required to enable Purchaser to take possession of the Property upon Closing. Seller agrees to deliver all keys to the Property to Purchaser promptly upon Closing;
(c) Provided that Escrow Agent confirms to Purchaser on the day prior to the Closing Date that, but for the delivery to it of the cash portion balance of the Purchase Price, Escrow Agent is readyand GST if any, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered remitted to Escrow Agent by noonthe Vendor in accordance with section 3.02, Portland Oregon timea copy of the Transfer with registration particulars noted on it.
7.04 If the Purchaser is relying upon a new mortgage to finance the Purchase Price, the Purchaser, while still required to pay the Purchase Price on the Closing Date, may wait to pay the balance Purchase Price to the Vendor until after the Transfer and new mortgage documents have been lodged for registration in the land title office, but only if, before such lodging, the Purchaser has:
(a) made available for tender to the Vendor that portion of the Purchase Price in not secured by the manner set forth in Paragraph 2 new mortgage;
(b) fulfilled all the new mortgagee’s conditions for funding except lodging the mortgage for registration; and
(c) made available to the Vendor the Purchaser’s Solicitor’s undertaking to pay the Purchase Price upon the lodging of the Transfer and such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon delivery of said sums of money, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded in the Official Records of Sonoma County, California, and immediately to issue the Title Policynew mortgage documents.
Appears in 1 contract
Sources: Offer to Purchase
Closing Procedure. (a) At least three (3) business days prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder:
(i) If Purchaser assigns its rights as permitted hereunder, similar evidence as appropriate of any such assignee 10.01 On or nominee, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each of the acts of Purchaser and of such assignee performed pursuant to the provisions hereof;
(ii) The Purchase Price in the manner set forth in Paragraph 2;
(iii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses.
(b) At least three (3) business days prior to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Seller hereunder:
(i) A deed (the "Grant Deed"), duly executed and acknowledged by Seller, and a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent,
(ii) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property;
(iii) A certified copy of resolutions of Seller authorizing the within transaction;
(iv) Any information reasonably required to enable Purchaser to take possession of the Property upon Closing. Seller agrees to deliver all keys to the Property to Purchaser promptly upon Closing;
(c) Provided that Escrow Agent confirms to Purchaser on the day prior to the Closing Date that, but for the delivery to it of the cash portion of the Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered to Escrow Agent by noon, Portland Oregon time, on before the Closing Date, the Purchaser will pay to the Purchaser’s solicitors in trust the amount due to the Vendor pursuant to Section 2.03(b) as adjusted pursuant to sections 2.06 and 2.07, less the amount to be advanced to the Purchaser on the Closing Date under any mortgage financing arranged by the Purchaser. 10.02 Forthwith following the payment in Section 10.01 and after receipt by the Purchaser’s solicitors of the documents and items referred to in section 9.01, executed by the Vendor and confirmation that all requirements for any mortgage financing arranged by the Purchaser have been satisfied or waived other than for the filing for registration of security therefor, the Purchaser will cause the Purchaser’s solicitors to file the Transfer in the LTO concurrently with any security documents applicable to any mortgage financing arranged by the Purchaser in connection with the purchase of the Property. The Vendor acknowledges that the Purchaser may be using mortgage proceeds to pay the balance of the Purchase Price due on the Closing Date, and the Vendor agrees to permit the Purchaser’s solicitors to submit the related security documents for registration in the manner set forth in Paragraph 2 and such funds as may be necessary LTO prior to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon the delivery of said sums the balance of moneythe Purchase Price due on the Closing Date, Escrow Agent shall cause Title Company provided such security documents are submitted for registration on undertakings and trust conditions satisfactory to the Vendor’s solicitors and the Purchaser’s solicitors, both acting reasonably.
10.03 Forthwith following the filings referred to in section 10.02 and upon the Purchaser’s solicitors being satisfied as to the title to the Lands after conducting a post filing for registration check of the property index for the Lands disclosing only the following:
(a) the existing title numbers to the Lands;
(b) Permitted Encumbrances;
(c) pending number assigned to the Transfer;
(d) pending numbers assigned to any security documents applicable to any mortgage financing arranged by the Purchaser in connection with its purchase of the Property; and
(e) pending numbers assigned to any other charges granted by the Purchaser against the Lands, and a satisfactory search of the Vendor in the Personal Property Registry, the Purchaser will cause the Grant Deed Purchaser’s solicitors forthwith upon receipt by them of the proceeds of any mortgage financing arranged by the Purchaser in connection with the purchase of the Property to be recorded the Vendor’s solicitors on the Closing Date a trust cheque for the amount due to the Vendor pursuant to Section 2.03(b) as adjusted pursuant to Sections 2.06 and 2.07, copies of any documents referred to in Section 9.01 which have been executed by the Official Records of Sonoma County, CaliforniaPurchaser and the GST Certificate referred to in Section 2.09 executed by the Purchaser, and immediately to issue release the Title Policydocuments referred to in section 9.01 to the Purchaser. Concurrently therewith, the Vendor’s solicitors will release the Deposit to the Vendor.
Appears in 1 contract
Sources: Property Purchase Agreement
Closing Procedure. (a) At least three (3) business days prior On or before the Completion Date, the Purchaser will pay to the date Purchaser’s solicitors in trust the amount provided for in subsection 3(c) of Closingthis Offer to Purchase, less the amount to be advanced to the Purchaser shall have delivered to Escrow Agent counterpart executed originals on the Completion Date under any mortgage financing arranged by the Purchaser. Forthwith following receipt by the Purchaser’s solicitors of the following payment pursuant to subsection 13(a) and the documents and items referred to in subsection 12(a), the Purchaser will cause the Purchaser’s solicitors to file the Transfer in the appropriate Land Title Office on the Completion Date concurrently with any security documents applicable to any mortgage financing arranged by the Purchaser in connection with the purchase of the Lands. Forthwith following sums the filing referred to in subsection 13(b) and upon the Purchaser’s solicitors being satisfied as to the Purchaser’s pending title to the Lands after conducting a post filing registration check of money required the property index disclosing only the following: the existing title number(s) to be delivered the Lands; the Permitted Encumbrances; pending number assigned to the Transfer; pending numbers assigned to any charges granted by the Purchaser hereunder:
(i) If including any security documents applicable to any mortgage financing arranged by the Purchaser assigns its rights as permitted hereunderin connection with the purchase of the Lands; and any charges with respect to which the Vendor’s solicitors have extended satisfactory undertakings regarding the discharge and release of the same; the Purchaser will cause the Purchaser’s solicitors, similar evidence as appropriate forthwith upon receipt by them of the proceeds of any such assignee or nominee, evidencing authorization mortgage financing arranged by the Purchaser in connection with the sale and approval of execution by Purchaser and of such assignee of this Agreement and each purchase of the acts of Purchaser and of such assignee performed pursuant Lands, to deliver to the provisions hereof;
(ii) The Purchase Price Vendor’s solicitors on the Completion Date any document referred to in the manner set forth in Paragraph 2;
(iii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorationssubsection 12(a), costs and expenses.
(b) At least three (3) business days prior not previously provided to the date of Closing, Seller shall have delivered to Escrow Agent counterpart Vendor in a form executed originals of by the following documents and the following sums of money required to be delivered by Seller hereunder:
(i) A deed (the "Grant Deed"), duly executed and acknowledged by SellerPurchaser, and a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent,
(ii) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (trust cheque for the "Bill of Sale") covering th▇ ▇▇rsonal Property;
(iii) A certified copy of resolutions of Seller authorizing the within transaction;
(iv) Any information reasonably required to enable Purchaser to take possession of the Property upon Closing. Seller agrees to deliver all keys balance due to the Property Vendor pursuant to Purchaser promptly upon Closing;
(c) Provided that Escrow Agent confirms subsection 3(c), and to Purchaser instruct the Brokerage to release the Deposit to the Vendor or the Vendor’s solicitors and all accrued interest on the day prior Deposit to the Closing Date that, but for the delivery to it of the cash portion of the Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered to Escrow Agent by noon, Portland Oregon time, on the Closing Date, the balance of the Purchase Price in the manner set forth in Paragraph 2 and such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon delivery of said sums of money, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded in the Official Records of Sonoma County, California, and immediately to issue the Title Policy.
Appears in 1 contract
Sources: Offer to Purchase
Closing Procedure. (a) At least Not later than three (3) business days prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder:
(i) If Purchaser assigns its rights as permitted hereunder, similar evidence as appropriate of any such assignee or nominee, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and after each of the acts items described in Sections 3.3 and 3.4 have been deposited into Escrow, all conditions to Close of Purchaser Escrow have been satisfied, and Title Company is prepared to issue the title policies described herein below, Escrow Holder shall do all of such assignee performed pursuant the following:
A) Record (in the following order) in the Office of the County Recorder the Grant Deed, the Deed of Trust and the SNDAs;
B) Deliver the following to STATE:
1) The Closing Principal Payment under the Note as set forth above, less STATE's share of all escrow costs, prorations and closing costs;
2) The original executed Note;
3) A conformed copy of the recorded Grant Deed, indicating the recording information;
4) Conformed copies of the recorded Deed of Trust and the SNDAs, indicating the recording information;
5) The original executed Security Agreement;
6) A conformed copy of the filed UCC-1 Financing statement, indicating the filing information; and
7) A lender’s policy of title insurance issued by Escrow Holder covering and insuring the priority of the Deed of Trust as a first lien against the Real Property, subject only to non-monetary liens and encumbrances of record as of the Close of Escrow and to taxes and assessments against the Real Property not then yet delinquent, if any.
C) Deliver the following to BUYER:
1) A copy of the executed Note;
2) A conformed copy of the recorded Grant Deed, indicating the recording information;
3) Conformed copies of the recorded Deed of Trust and the SNDAs, indicating the recording information;
4) A CLTA owners' policy of title insurance issued by Escrow Holder covering the Real Property with coverage equal to the provisions hereof;
(ii) The Purchase Price in the manner set forth in Paragraph 2;
(iii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses.
(b) At least three (3) business days prior insuring title to the date Real Property vested in BUYER subject only to covenants, conditions, restrictions, easements, reservations, rights, rights-of-way and other matters of Closingrecord reflected in that certain issued Preliminary Title Report dated January 8, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents 2010 and the following sums of money required to be delivered issued by Seller hereunder:
(i) A deed Fidelity National Title Company (the "Grant Deed"), duly executed and acknowledged by Seller, and a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent,
(ii“Prelim”) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property;
(iii) A certified copy of resolutions of Seller authorizing the within transaction;
(iv) Any information reasonably required to enable Purchaser to take possession of for the Property upon Closing. Seller agrees to deliver all keys or discoverable by inspection or survey, matters affecting the condition of title to the Property created by or with the written consent of BUYER, and the lien of the Deed of Trust; provided that notwithstanding anything to Purchaser promptly upon Closingthe contrary set forth above, STATE shall be obligated to remove, at STATE’s sole cost and expense, all monetary liens from the Property, excluding taxes and assessments not yet delinquent;
(c5) Provided that Escrow Agent confirms to Purchaser on the day prior to the Closing Date that, but for the delivery to it A conformed copy of the cash portion filed UCC-1 Financing statement, indicating the filing information;
6) A fully executed original of each of the Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered to Escrow Agent by noon, Portland Oregon time, on the Closing Dategeneral assignment, the balance assignment of contracts and the Purchase Price in assignment of leases; and
7) If required, a fully executed Trademark Assignment that BUYER can process with the manner set forth in Paragraph 2 United States Patent and such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon delivery of said sums of money, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded in the Official Records of Sonoma County, California, and immediately to issue the Title PolicyTrademark Office (if same has not been previously filed).
Appears in 1 contract
Sources: Purchase and Sale Agreement
Closing Procedure. Escrowee acknowledges that Purchaser has the right under the Park Agreement and the Home and Loan Agreement to exclude certain Properties, Inventory Homes (as such term is defined in the Home and Loan Agreement) and Manufactured Home Loans (as such term is defined in the Home and Loan Agreement) from the Closing of the Transaction (all such Properties that are not excluded by Purchaser are referred to herein as the “Included Properties”; all such Included Properties together with all Inventory Homes and Manufactured Home Loans that are not excluded by Purchaser are referred to herein collectively as the “Included Assets”). At 9:00 a.m. (CST) on the Closing Date, provided that all of the Closing Conditions have been satisfied, Escrowee is then hereby authorized and directed to promptly proceed as follows with respect to only the Included Assets:
(a) At least three (3) business days prior to the date of Closing, Purchaser shall have delivered issue to Escrow Agent counterpart executed originals Purchasers marked and signed versions of the following documents and the following sums of money required to be delivered by Purchaser hereunder:
(i) If Purchaser assigns its rights as permitted hereunder, similar evidence as appropriate of any such assignee or nominee, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each of the acts of Purchaser and of such assignee performed pursuant to the provisions hereof;
(ii) The Purchase Price in the manner set forth in Paragraph 2;
(iii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expensesPro-Forma Policies.
(b) At least three (3) business days prior to the date of Closing, Seller shall have delivered disburse the Escrow Funds to those persons and in those amounts described in the Closing Statement attached hereto as Exhibit B and return any excess Escrow Agent counterpart executed originals of the following documents and the following sums of money required Funds to be delivered by Seller hereunder:
(i) A deed (the "Grant Deed"), duly executed and acknowledged by Seller, and a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent,
(ii) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property;
(iii) A certified copy of resolutions of Seller authorizing the within transaction;
(iv) Any information reasonably required to enable Purchaser to take possession of the Property upon Closing. Seller agrees to deliver all keys to the Property to Purchaser promptly upon Closing;Purchaser.
(c) Provided that Escrow Agent confirms Promptly after Closing, purchase and affix to Purchaser on each of the day prior Deeds with respect to the Included Properties the appropriate transfer stamps.
(d) Promptly after Closing Date thatrecord in the following order with the appropriate clerk of courts, but county recorder or other appropriate real estate filing office each of the: (i) Deeds for the delivery Included Properties, along with the state and/or local transfer tax declarations and withholding tax forms; (ii) all other documents as required with respect to it the Included Assets.
(e) Promptly after the completion of the cash portion of the Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered to Escrow Agent by noon, Portland Oregon time, on the Closing Date, the balance of the Purchase Price in the manner recordings set forth in Paragraph 2 Section 7(D) hereof, deliver recorded copies of all Deeds to Attorney for Sellers and such funds as may be necessary Attorney for Purchasers.
(f) Promptly after the completion of the recordings set forth in Section 7(D) hereof, issue to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon delivery Purchasers Owner’s Policies for each of said sums of money, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded Included Properties in the Official Records form of Sonoma Countythe Pro-Forma Policies (as marked) with an effective date as of the recording of the Deeds.
(g) Promptly after Closing deliver to the Purchasers and Sellers, Californiaas applicable, all original Michigan Loan Assignments and immediately Other Closing Documents (or copies thereof if originals are not available) with respect to issue the Title PolicyIncluded Properties. Escrowee shall hold all other Other Closing Documents for future Closings unless directed by Sellers and Purchaser to do so otherwise.
(h) Promptly after the completion of the recording of all applicable Deeds, provide to Attorney for Sellers and Attorney for Purchasers an accounting of all Escrow Funds.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Equity Lifestyle Properties Inc)
Closing Procedure. (a) At least three (3) one business days day prior to the date of Closing, Purchaser Arden shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser Arden hereunder:
(i) If Purchaser assigns its rights as permitted hereunder, similar evidence as appropriate of Sale Price and any such assignee or nominee, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each of the acts of Purchaser and of such assignee performed pursuant to the provisions hereof;
(ii) The Purchase Price other amount due from Arden hereunder in the manner set forth in Paragraph 2;
(iiiii) Such funds as may be necessary to comply with PurchaserArden's obligations hereunder regarding prorations, costs and expenses; and
(iii) A signed counterpart of the Assignment of Leases, a signed counterpart of the Assignment of Service Contracts and a signed counterpart of the Amendment to Limited Partnership Agreement executed by all required partners (with the "Agreed Value of Contributed Property" column of Paragraph 4 of such Amendment to Limited Partnership Agreement being the "Contribution Value" provided for in this Agreement).
(b) At least three (3) one business days day prior to the date of Closing, Seller the CalTwin Parties shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Seller hereunderdocuments:
(i) A deed (The Grant Deeds in the form of Exhibit "Grant Deed"), duly executed F" attached hereto and acknowledged by Seller, and forming a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent,part hereof;
(ii) A Bill of Bi▇▇ ▇f Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Bi▇▇ ▇f Sale") in the form of Exhibit "G" attached hereto covering th▇ ▇▇rsonal the Personal Property;
(iii) A certified copy An Assignment and Assumption of resolutions Leases and Security Agreements (the "Assignment of Seller authorizing Leases") substantially in the within transactionform and substance of Exhibit "H" attached hereto and forming a part hereof;
(iv) Any information reasonably required to enable Purchaser to take possession An Assignment and Assumption of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts") substantially in the form and substance of Exhibit "I" attached hereto and forming a part hereof;
(v) An original counterpart of the Property upon Closing. Seller agrees Amendment to deliver all Limited Partnership Agreement;
(vi) An original counterpart of each of the Service Contracts, Leases and keys to the Property if in the CalTwin Parties' possession or under its control;
(vii) Notices to Purchaser promptly upon Closingeach of the tenants and occupants of the Property of the transfer of the Property to Arden;
(viii) To the extent they are in the CalTwin Parties' possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements;
(ix) All warranties and operating manuals that the CalTwin Parties may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon; and
(x) To the extent necessary, cash in the sum of the Security Deposits, the net prorations owing to Arden and the CalTwin Parties' share of the costs and expenses of the transaction (it being understood that the CalTwin Parties may elect to cause all such amounts to be credited to Arden and debited against the Purchase Price).
(c) Provided that Escrow Agent confirms to Purchaser on the day prior to the Closing Date that, but for the delivery to it of the cash portion of the Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered to Escrow Agent by noon, Portland Oregon time, on the Closing Date, the balance of the Purchase Price in the manner set forth in Paragraph 2 and such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon delivery of said the foregoing sums of moneyand documents, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded (by a special recording if necessary) in the Official Records of Sonoma CountyKe▇▇ ▇ounty, California, and immediately to issue the Title Policy.
(d) Notwithstanding anything to the contrary contained herein, Arden hereby agrees that the CalTwin Parties may cause the Property to be direct deeded to Arden by any entity holding record title to the Property as of the Closing Date.
Appears in 1 contract
Closing Procedure. (With respect to the closing procedure, the following procedure is agreed:
a) At least three One
(31) business days Banking Day prior to the date of Closing, Purchaser closing Buyers / Buyers Bank shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder:
(i) If Purchaser assigns its rights as permitted hereunder, similar evidence as appropriate of any such assignee or nominee, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each of the acts of Purchaser and of such assignee performed pursuant to the provisions hereof;
(ii) The Purchase Price in the manner set forth in Paragraph 2;
(iii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses.
(b) At least three (3) business days prior to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Seller hereunder:
(i) A deed (the "Grant Deed"), duly executed and acknowledged by Seller, and a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent,
(ii) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property;
(iii) A certified copy of resolutions of Seller authorizing the within transaction;
(iv) Any information reasonably required to enable Purchaser to take possession of the Property upon Closing. Seller agrees to deliver all keys to the Property to Purchaser promptly upon Closing;
(c) Provided that Escrow Agent confirms to Purchaser on the day prior to the Closing Date that, but for the delivery to it of the cash portion of the Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered to Escrow Agent by noon, Portland Oregon time, on the Closing Date, remit the balance of the Purchase Price in plus sufficient funds for lubeoils and other monies payable pursuant to Clause 7 of this Agreement (together the manner set forth in Paragraph 2 and Other Funds) to Sellers Bank, such funds as to be held by Sellers Bank in trust / suspense for the Buyers / Buyers’ Bank and for credit to the Sellers upon presentation of a Release Letter duly signed by the Buyers. Any balance is to be returned to the Buyers / Buyers’ Bank.
b) At the beginning of the closing the Deposit Holder and Sellers’ Bank will confirm to the parties that the funds are available and may be necessary paid out to comply the Sellers upon receipt of a Joint Release Letter (in respect of the Deposit) and the Release Letter (in respect of the Other Funds). Further the Deposit Holder and Sellers’ Bank shall check Sellers and Buyers / Buyers’ Bank’s representatives identity and confirm that they have sufficient authority to release the Deposit and the Other Funds. For this purpose, Buyers / Buyers’ Bank and Sellers representatives to present original passport or identity card if and as required by the Deposit Holder and/or Sellers’ Bank.
c) Sellers will table all closing documents except for the Certificate of Ownership and Freedom of Encumbrances and except for the Deletion Certificate from the Bareboat Registry.
d) Buyers will table their closing documents except for the Joint Release Letter and the Release Letter.
e) (If required) Buyers and/or Sellers to check with Purchaser's obligations hereunder regarding prorations, costs the Vessel and expenses. Upon any third parties not present at the closing that they are ready to proceed with the delivery of said sums the Vessel. Sellers to check with the German Registry that (i) the recorded mortgage(s) will be deleted and the certificate of moneyfreedom from encumbrances issued immediately after the mortgagee(s) give instructions, Escrow Agent shall cause Title Company to cause (ii) the Grant Deed to Vessel will be recorded in deleted immediately after submission of the Official Records signed protocol of Sonoma County, Californiadelivery and acceptance, and immediately (iii) that the relevant certificates will be provided by fax or email to issue the Title Policyclosing meeting.
f) The mortgagee(s) to confirm that they are ready to discharge the mortgage(s).
Appears in 1 contract
Sources: Memorandum of Agreement (Seanergy Maritime Holdings Corp.)
Closing Procedure. (With respect to the closing procedure, the following procedure is agreed:
a) At least three One
(31) business days Banking Day prior to the date of Closing, Purchaser closing Buyers / Buyers’ Bank shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder:
(i) If Purchaser assigns its rights as permitted hereunder, similar evidence as appropriate of any such assignee or nominee, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each of the acts of Purchaser and of such assignee performed pursuant to the provisions hereof;
(ii) The Purchase Price in the manner set forth in Paragraph 2;
(iii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses.
(b) At least three (3) business days prior to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Seller hereunder:
(i) A deed (the "Grant Deed"), duly executed and acknowledged by Seller, and a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent,
(ii) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property;
(iii) A certified copy of resolutions of Seller authorizing the within transaction;
(iv) Any information reasonably required to enable Purchaser to take possession of the Property upon Closing. Seller agrees to deliver all keys to the Property to Purchaser promptly upon Closing;
(c) Provided that Escrow Agent confirms to Purchaser on the day prior to the Closing Date that, but for the delivery to it of the cash portion of the Purchase Price, Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall deliver or cause to be delivered to Escrow Agent by noon, Portland Oregon time, on the Closing Date, remit the balance of the Purchase Price in plus sufficient funds for bunkers, lubeolls and other monies payable pursuant to Clause 7 of this Agreement (together the manner set forth in Paragraph 2 and Other Funds) to Sellers’ Bank„ such funds as to be held by Sellers’ Bank in trust / suspense for the Buyers / Buyers’ Bank and for credit to the Sellers upon presentation of a Release Letter duly signed by the Buyers. Any balance is to be returned to the Buyers / Buyers’ Bank.
b) At the beginning of the closing the Deposit Holder and Sellers’ Bank will confirm to the parties that the funds are available and may be necessary paid out to comply the Sellers upon receipt of a Joint Release Letter (in respect of the Deposit) and the Release Letter (in respect of the Other Funds). Further the Deposit Holder and Sellers’ Bank shall check Sellers and Buyers / Buyers’ Banks representatives identity and confirm that they have sufficient authority to release the Deposit and the other Funds. For this purpose, Buyers / Buyers’ Bank and Sellers’ representatives to present original passport or identity card if and as required by the Deposit Holder and/or Sellers’ Bank.
c) Sellers will table all closing documents except for the Certificate of Ownership and Freedom of Encumbrances and except for the Deletion Certificate from the Bareboat Registry.
d) Buyers will table their closing documents except for the Joint Release Letter and the Release Letter.
e) (If required) Buyers and/or Sellers to check with Purchaser's obligations hereunder regarding prorations, costs the Vessel and expenses. Upon any third parties not present at the closing that they are ready to proceed with the delivery of said sums the Vessel. Sellers to check with the German Registry that (i) the recorded mortgage(s) will be deleted and the certificate of moneyfreedom from encumbrances issued immediately after the mortgagee(s) give instructions, Escrow Agent shall cause Title Company to cause (ii) the Grant Deed to Vessel will be recorded in deleted immediately after submission of the Official Records signed protocol of Sonoma County, Californiadelivery and acceptance, and immediately (iii) that the relevant certificates will be provided by fax or email to issue the Title Policyclosing meeting.
f) The mortgagee(s) to confirm that they are ready to discharge the mortgage(s).
Appears in 1 contract
Sources: Memorandum of Agreement (Seanergy Maritime Holdings Corp.)