Common use of Deliveries and Actions at Closing Clause in Contracts

Deliveries and Actions at Closing. (a) At Closing, the Real Property Seller shall terminate the Lease and deliver possession of the Real Property to the Purchaser. The Real Property Seller shall also deliver the following at Closing, which, if a document, shall be duly executed and in recordable form if intended to be recorded: (1) A Warranty deed conveying fee simple title to the Real Property, free and clear of all liens, restrictions and encumbrances except the Permitted Exceptions (the “Warranty Deed”). The Warranty Deed shall be in the form attached hereto as Exhibit B. (2) Such documents as are reasonably required by the Title Company as a condition to insuring title to the Real Property without exceptions, other than the Permitted Exceptions, including the Real Property Seller's affidavit that no improvements, additions, alterations or repairs whatsoever have been made to the Real Property by the Real Property Seller within the last ninety-five (95) days immediately preceding Closing, or if there have been any such improvements, additions, alterations or repairs that the providers thereof have been paid in full. Provided, however, that if any such improvements, additions, alterations or repairs have been made with Purchaser’s prior agreement to pay for the same (the “Purchaser Improvements”) and Purchaser has not paid for the Purchaser Improvements at or before Closing, the Purchaser shall pay for the same at Closing and if Purchaser does not so pay for the same at Closing the inability of the Real Property Seller to provide such affidavit as to the Purchaser Improvements shall not be a default of the Real Property Seller under this Agreement and the failure of the Title Company to issue insurance as a result of such failure of Purchaser shall not be a condition precedent which will otherwise excuse Purchaser from its obligation to purchase the Real Property at Closing. (3) The Real Property Seller's certificate that the Real Property Seller's representations and warranties set forth herein are true and correct as of Closing. (4) An affidavit that the Real Property Seller is not a foreign person within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as amended. (5) The Real Property Seller's affidavit establishing that no amounts are required to be withheld at the Closing for Georgia income taxes (and in the event such affidavit is not provided, the Real Property Seller authorizes the closing agent or attorney to withhold any applicable amounts from the Real Property Seller's net proceeds and pay them to the Georgia Department of Revenue). (b) At Closing, the Purchaser shall deliver to the Real Property Seller the Note, the Security Deed and the Security Agreement, all duly executed and with the Security Deed in recordable form, shall provide such assurances to the Real Property Seller as shall be reasonably requested by the Real Property Seller and its counsel that the Security Deed is and will be a first priority lien against the Real Property, and shall deliver copies of resolutions of the Board of Directors of Purchaser, certified as true and correct by the Secretary of Purchaser, authorizing and approving the execution of this Agreement by Purchaser and the purchase of the Real Property hereunder and authorizing and approving the execution of the Note, the Security Deed and the Security Agreement and all other agreements, documents and instruments required under this Agreement. (c) At Closing, the Escrow Money shall be delivered in accordance with the provisions of the Escrow Agreement. (d) Property taxes, utilities and similar amounts shall be prorated as of the Closing Date. If the current year's taxes are not known on the Closing Date, the proration shall be based upon the previous year's taxes. (e) The parties hereto authorize any participant in the transaction contemplated hereby to file any informational return required by the Internal Revenue Code of 1986, as amended.

Deliveries and Actions at Closing. (a) At Closing, the Real Property Seller shall terminate the Lease and deliver possession of the Real Property to the Purchaser. The Real Property Seller shall also deliver the following at Closing, which, if a document, shall be duly executed and in recordable form if intended to be recorded: (1) A Warranty deed conveying fee simple title to the Real Property, free and clear of all liens, restrictions and encumbrances except the Permitted Exceptions (the “Warranty Deed”). The Warranty Deed shall be in the form attached hereto as Exhibit B. (2) Such documents as are reasonably required by the Title Company as a condition to insuring title to the Real Property without exceptions, other than the Permitted Exceptions, including the Real Property Seller's affidavit that no improvements, additions, alterations or repairs whatsoever have been made to the Real Property by the Real Property Seller within the last ninety-five (95) days immediately preceding Closing, or if there have been any such improvements, additions, alterations or repairs that the providers thereof have been paid in full. Provided, however, that if any such improvements, additions, alterations or repairs have been made with Purchaser’s prior agreement to pay for the same (the “Purchaser Improvements”) and Purchaser has not paid for the Purchaser Improvements at or before Closing, the Purchaser shall pay for the same at Closing and if Purchaser does not so pay for the same at Closing the inability of the Real Property Seller to provide such affidavit as to the Purchaser Improvements shall not be a default of the Real Property Seller under this Agreement and the failure of the Title Company to issue insurance as a result of such failure of Purchaser shall not be a condition precedent which will otherwise excuse Purchaser from its obligation to purchase the Real Property at Closing. (3) The Real Property Seller's certificate that the Real Property Seller's representations and warranties set forth herein are true and correct as of Closing. (4) An affidavit that the Real Property Seller is not a foreign person within the meaning of Section 1445(f) of the Internal Revenue Code of 1986, as amended. (5) The Real Property Seller's affidavit establishing that no amounts are required to be withheld at the Closing for Georgia income taxes (and in the event such affidavit is not provided, the Real Property Seller authorizes the closing agent or attorney to withhold any applicable amounts from the Real Property Seller's net proceeds and pay them to the Georgia Department of Revenue). (b) At Closing, the Purchaser shall deliver to the Real Property Seller the Note, the Security Deed and the Security Agreement, all duly executed and with the Security Deed in recordable form, shall provide such assurances to the Real Property Seller as shall be reasonably requested by the Real Property Seller and its counsel that the Security Deed is and will be a first priority lien against the Real Property, and shall deliver copies of resolutions of the Board of Directors of Purchaser, certified as true and correct by the Secretary of Purchaser, authorizing and approving the execution of this Agreement by Purchaser and the purchase of the Real Property hereunder and authorizing and approving the execution of the Note, the Security Deed and the Security Agreement and all other agreements, documents and instruments required under this Agreement. (c) At Closing, the Escrow Money shall be delivered in accordance with the provisions of the Escrow Agreement. (d) Property taxes, utilities and similar amounts shall be prorated as of the Closing Date. If the current year's taxes are not known on the Closing Date, the proration shall be based upon the previous year's taxes. (e) The parties hereto authorize any participant in the transaction contemplated hereby to file any informational return required by the Internal Revenue Code of 1986, as amended.