Common use of Conveyances and Deliveries at Closing Clause in Contracts

Conveyances and Deliveries at Closing. On the Closing Date, the following documents shall be delivered: 7.2.1 Seller will deliver to Purchaser an affidavit to the effect that (i) to the best of Seller’s knowledge, there are no parties in, or having any right or claim to, possession of the Property, and (ii) no improvements or repairs have been made by, or for the account of or at the instance of, the Company to or on the Property for which payment in full has not been made or will be made from Closing proceeds. 7.2.2 Seller will deliver to the Purchaser a duly executed Assignment of Partnership Interests and any other documents representing the transfer of the Partnership Interests in a form acceptable to Purchaser. 7.2.3 Seller will deliver, or cause to be delivered to Purchaser: (a) consents executed by OLF, Inc., OLF II and OCC to the sale and assignment of the Partnership Interests to Purchaser, (b) waivers executed by OLF, Inc., OLF II and OCC of any and all provisions of the Joint Venture Agreement which purport to control, restrict or govern the terms of the assignment and sale of the Partnership Interests by Seller to Purchaser, or which could be interpreted to mean that an Event of dissolution has occurred with respect to the Company. 7.2.4 Seller will deliver to Purchaser such duly executed and acknowledged verified certificates, affidavits, consents and other documents respecting the power and authority to perform the obligations hereunder and as to the due authorization thereof by appropriate Seller proceedings and as to the authority of persons acting for Seller. 7.2.5 Seller will deliver a certificate of the Secretary of OLF, Inc., dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, as to: (i) amendments to the Joint Venture Agreement of the Company since a specified date; (ii) resolutions of the joint venturers of the Company authorizing the execution and performance of this Agreement, the Other Agreements and the transactions contemplated herein; and (iv) incumbency and signatures of the officers of the Seller and the joint venturers executing this Agreement and any Other Agreements. 7.2.6 Seller will deliver an executed affidavit satisfying the requirements of the foreign investors real property tax act (“FIRPTA”). 7.2.7 Seller will deliver a certificate of Seller representing that all warranties and representations made in Section 5 of this Agreement are true and correct in all material respects as of the Closing Date. Purchaser shall deliver a certificate of Purchaser representing that all warranties and representations made in Section 6 of this Agreement are true and correct as of the Closing Date. 7.2.8 Seller shall deliver possession of the Property, including, without limitation, the originals of all Contracts. 7.2.9 Seller shall terminate the Services Contract currently in effect between Seller and the Management Company. A new Services Agreement (as described in Section 11.1 hereof) shall become effective as of the Closing Date.

Conveyances and Deliveries at Closing. On the Closing Date, the following documents shall be delivered: 7.2.1 Seller will deliver to Purchaser and the Title Insurer an affidavit to the effect that (i) to the best of Seller’s knowledge, there are no parties in, or having any right or claim to, possession of the Property, and (ii) no improvements or repairs have been made by, or for the account of or at the instance of, the Company to or on the Property for which payment in full has not been made or will be made from Closing proceeds. 7.2.2 Seller will deliver to the Purchaser a the original Stock Certificates representing the Shares, together with duly executed Assignment of Partnership Interests stock transfer powers in blank and any other documents representing the transfer all of the Partnership Interests Shares in a form acceptable to Purchaser. 7.2.3 Seller will deliver, or cause to be delivered to Purchaser: (a) consents executed by OLF, Inc., OLF II and OCC to the sale and assignment deliver a certificate of good standing of the Partnership Interests to Purchaser, Company issued as of a date within ten (b10) waivers executed days before the Closing Date by OLF, Inc., OLF II and OCC of any and all provisions the State Corporation Commission of the Joint Venture Agreement which purport to control, restrict or govern the terms Commonwealth of the assignment and sale of the Partnership Interests by Seller to Purchaser, or which could be interpreted to mean that an Event of dissolution has occurred with respect to the CompanyVirginia. 7.2.4 Seller will deliver to Purchaser such duly executed and acknowledged verified certificates, affidavits, consents and other documents respecting the power and authority to perform the obligations hereunder and as to the due authorization thereof by appropriate Seller proceedings and as to the authority of persons acting for Seller. 7.2.5 Seller will deliver a certificate of the Secretary of OLF, Inc.the Company, dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, as to: (i) amendments to the Joint Venture Agreement Articles of Incorporation of the Company since a specified date; (ii) bylaws of the Company being true and correct and unmodified since a specific date; (iii) resolutions of the joint venturers Board of Directors of the Company and its Shareholders authorizing the execution and performance of this Agreement, the Other Agreements and the transactions contemplated herein; and (iv) incumbency and signatures of the officers of the Seller and the joint venturers Company executing this Agreement and any Other Agreements. 7.2.6 Seller will deliver an executed affidavit satisfying the requirements of the foreign investors real property tax act (“FIRPTA”). 7.2.7 Seller will deliver a certificate of Seller representing that all warranties and representations made in Section 5 of this Agreement are true and correct in all material respects as of the Closing Date. Purchaser shall deliver a certificate of Purchaser representing that all warranties and representations made in Section 6 of this Agreement are true and correct as of the Closing Date. 7.2.8 Seller shall deliver possession of the Property, including, without limitation, the originals of all ContractsContracts and all keys in the possession of Seller. 7.2.9 Seller shall terminate the Services Contract currently in effect between Seller and the Management Company. A new Services Agreement (as described in Section 11.1 hereof) shall become effective as of the Closing Date. 7.2.10 Seller shall deliver the resignations of all directors and officers of the Company as directed by Purchaser, effective as of the Closing Date. 7.2.11 Seller shall deliver the stock books, stock ledgers, minute books, corporate seal and other books and records of the Company. 7.2.12 Seller shall deliver such other documents and instruments as may be required to accommodate the transactions contemplated in this Agreement. 7.2.13 Concurrently with Seller’s deliveries at the Closing, Purchaser will pay to Seller the cash portions of the Purchase Price required to be paid at Closing pursuant to Section 3 hereof. 7.2.14 Purchaser shall deliver a certificate of good standing of Purchaser issued as of a date within ten (10) days before the Closing Date by the Delaware Secretary of State. 7.2.15 Purchaser shall deliver a Certificate of the Purchaser, dated the Closing Date, in form and substance reasonably satisfactory to Seller as to (i) resolutions of the managers and members of the Purchaser authorizing the execution and performance of this Agreement, the Other Agreements and the transactions contemplated herein; and (ii) incumbency and signatures of the officers of the Purchaser executing this Agreement and any Other Agreements.

Conveyances and Deliveries at Closing. On the Closing Date, the following documents shall be delivered: 7.2.1 9.2.1 Seller will deliver to Purchaser and the Title Insurer an affidavit to the effect that (i) to the best of Seller’s knowledge, there are no parties in, or having any right or claim to, possession of the Property, except tenants listed on the Rent Roll delivered pursuant to Subsection 9.2.5, and subject to the Permitted Exceptions, and (ii) no improvements or repairs have been made by, or for the account of or at the instance of, the Company to or on the Property for which payment in full has not been made or will be made from Closing proceeds. 7.2.2 9.2.2 Seller will deliver to the Purchaser a duly executed Assignment of Partnership Interests and any other documents representing the transfer all of the Partnership Membership Interests in a substantially the form acceptable to Purchaser.attached hereto as Exhibit D. 7.2.3 9.2.3 Seller will deliver, assign or cause to be delivered to Purchaser: (a) consents executed by OLF, Inc., OLF II assigned and OCC transferred to the sale Company, by such assignments and assignment of the Partnership Interests transfers as may be reasonably acceptable to Purchaser, (b) waivers executed all monies and sums deposited with and/or paid to or held by OLFany third party as tenant deposits and refundable fees, Inc., OLF II and OCC of any and including all provisions of the Joint Venture Agreement which purport security deposits required to control, restrict or govern be held by Seller under the terms of the assignment and sale of the Partnership Interests by Seller to Purchaser, any Tenant Leases or which could be interpreted to mean that an Event of dissolution has occurred with respect to the Companyany applicable law. 7.2.4 9.2.4 Seller will deliver to Purchaser such duly executed and acknowledged verified certificates, affidavits, consents and other documents respecting the power and authority to perform the obligations hereunder and as to the due authorization thereof by appropriate Seller proceedings and as to the authority of persons acting for Seller. 7.2.5 9.2.5 Seller will deliver a certificate certified Rent Roll meeting the requirements of the Secretary of OLF, Inc., dated the Closing Date, in form and substance reasonably satisfactory to Purchaser, as to: (i) amendments to the Joint Venture Agreement of the Company since a specified date; (ii) resolutions of the joint venturers of the Company authorizing the execution and performance of this Agreement, the Other Agreements and the transactions contemplated herein; and (iv) incumbency and signatures of the officers of the Seller and the joint venturers executing this Agreement and any Other AgreementsSubsection 6.8. 7.2.6 9.2.6 Seller will deliver an executed affidavit satisfying the requirements of the foreign investors real property tax act (“FIRPTA”). 7.2.7 9.2.7 Seller will deliver a certificate of Seller representing that all warranties and representations made in Section 5 6 of this Agreement are true and correct in all material respects as of the Closing Date. Purchaser shall deliver a certificate of Purchaser representing that all warranties and representations made in Section 6 7 of this Agreement are true and correct as of the Closing Date. 7.2.8 9.2.8 Seller shall execute and deliver to Purchaser, or cause the Company and Management Company to execute and deliver to Purchaser, Notices to Tenants advising them of any changes in the payment of rent, ownership, or operation of the Property. 9.2.9 Seller shall deliver possession of the Property, including, without limitation, the originals of Tenant Leases, Service Contracts, Documents and all Contractskeys in the possession of Seller. 7.2.9 9.2.10 Seller shall terminate amend the Services Contract Management Agreement currently in effect between Seller and the Management CompanyCompany to terminate the Management Agreement as to the Property. A new Services The New Management Agreement (as described in Section 11.1 hereofsuch term is defined herein) shall become effective as of the Closing Date.