Common use of Deposit of Documents Clause in Contracts

Deposit of Documents. (a) At or before the applicable Closing, the Contributors shall deposit into escrow the following items: (i) a duly executed and acknowledged Deed for each Fee Property, Leasehold Improvements and Ground Lease Parcel Improvements; (ii) four (4) duly executed and acknowledged counterparts of an Assignment of Contribution Ground Lease for each Leasehold Estate; (iii) four (4) duly executed counterparts of the Assignment of Partnership Interests; (iv) four (4) duly executed counterparts of a Bill ▇▇ Sale for each Fee Property, each Leasehold Property and the Ground Lease Parcel Improvements in the form attached hereto as Exhibit S (each, a "Bill ▇▇ Sale"); (v) four (4) duty executed counterparts of an Assignment and Assumption of Leases for each Contribution Property in the form attached hereto as Exhibit T (each, an "Assignment of Leases"); (vi) four (4) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property for each Contribution Property in the form attached hereto as Exhibit U (each, an "Assignment of Contracts"); (vii) four (4) duly executed counterparts of the Mich▇▇▇▇▇ ▇▇▇ignment Agreement; (viii) four (4) duly executed counterparts of such disclosures and reports (including withholding certificates, such as, for example, CA Form 590-RE) as are required by applicable state and local law in connection with the conveyance of the Properties; (ix) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Spie▇▇▇ ▇▇ entitled to rely, that no Contributor is a "foreign person" within the meaning of Section 1445(f)(3) of the Code; (x) four

Deposit of Documents. (a) At or before the applicable Closing, the Contributors Seller shall deposit into escrow with the Title Company the following items: (i) a one (1) duly executed and acknowledged Deed for each Fee Property, Leasehold Improvements and Ground Lease Parcel Improvementsoriginal Deed; (ii) four three (4) duly executed and acknowledged counterparts of an Assignment of Contribution Ground Lease for each Leasehold Estate; (iii) four (43) duly executed counterparts of the Assignment ▇▇▇▇ of Partnership InterestsSale; (iviii) four three (4) duly executed counterparts of a Bill ▇▇ Sale for each Fee Property, each Leasehold Property and the Ground Lease Parcel Improvements in the form attached hereto as Exhibit S (each, a "Bill ▇▇ Sale"); (v) four (4) duty executed counterparts of an Assignment and Assumption of Leases for each Contribution Property in the form attached hereto as Exhibit T (each, an "Assignment of Leases"); (vi) four (4) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property for each Contribution Property in the form attached hereto as Exhibit U (each, an "Assignment of Contracts"); (vii) four (43) duly executed counterparts of the Mich▇▇▇▇▇ ▇▇▇ignment AgreementLease Assignment; (viii) four (4) duly executed counterparts of such disclosures and reports (including withholding certificates, such as, for example, CA Form 590-RE) as are required by applicable state and local law in connection with the conveyance of the Properties; (ixiv) an affidavit pursuant to Section 1445(b)(2) of the Internal Revenue Code (the "Code") in a form complying with the requirements of the Code, and on which Spie▇▇▇ ▇▇ Buyer is entitled to rely, that no Contributor Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code; (xv) fourwith respect to any service contract to be assumed by Buyer, to the extent in Seller's actual possession, the original of each service contract relating to the Property; (vi) all original licenses, permits and certificates of occupancy relating to the Property in Seller's actual possession, if any; (vii) all original as-built plans and specifications relating to the Property in Seller's actual possession, if any; and (viii) all keys to the Improvements in Seller's actual possession. (b) At or before Closing, Buyer shall deposit into escrow with the Title Company and/or cause the Title Company to issue and deliver to Seller the following items: (i) funds necessary to close this transaction, subject to any adjustments to be made pursuant to the terms and provisions of this Agreement; (ii) three (3) duly executed counterparts of the ▇▇▇▇ of Sale; and (iii) three (3) duly executed counterparts of the Lease Assignment. (c) Buyer and Seller shall each deposit such other instruments as are reasonably required by the Title Company, including evidence of organization and authorization, required to close the purchase and sale of the Property in accordance with the terms hereof, including, without limitation, an agreement (the "Designation Agreement") designating the Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Code and the regulations promulgated thereunder, and executed by Seller, Buyer and the Title Company. The Designation Agreement shall be substantially in the form attached hereto as Exhibit "E" and, in any event, shall comply with the requirements of Section 6045(e) of the Code and the regulations promulgated thereunder.

Deposit of Documents. (a) At or before the applicable Closing, the Contributors Seller shall deposit into escrow the following items: (i1) a the duly executed and acknowledged Deed for each Fee Property, Leasehold Improvements and Ground Lease Parcel Improvementsconveying the Real Property to Buyer subject only to the Conditions of Title; (ii) four (4) duly executed and acknowledged counterparts of an Assignment of Contribution Ground Lease for each Leasehold Estate; (iii2) four (4) duly executed counterparts of the Assignment of Partnership Interests; (iv) four (4) duly executed counterparts of a Bill ▇▇ Sale for each Fee Property, each Leasehold Property and the Ground Lease Parcel Improvements in the form attached hereto as Exhibit S G (each, a the "Bill ▇▇ Sale"); (v) four (4) duty executed counterparts of an Assignment and Assumption of Leases for each Contribution Property in the form attached hereto as Exhibit T (each, an "Assignment of Leases"); (vi3) four (4) duly executed counterparts of an Assignment and Assumption of ContractsLeases, Service Contracts and Warranties and Guaranties and Other Intangible Property for each Contribution Property in the form attached hereto as Exhibit U H pursuant to the terms of which Buyer shall assume all of Seller's obligations under the leases identified on the rent roll, new leases approved by Buyer pursuant to Section 7.1 and the Service Contracts (each, an the "Assignment of ContractsLeases"); (vii4) four (4) duly executed counterparts of the Mich▇▇▇▇▇ ▇▇▇ignment Agreementlease between PeopleSoft, Inc., an affiliate of Seller, as tenant and Buyer, as landlord attached hereto as Exhibit C; (viii) four (4) duly executed counterparts of such disclosures and reports (including withholding certificates, such as, for example, CA Form 590-RE) as are required by applicable state and local law in connection with the conveyance of the Properties; (ix5) an affidavit pursuant to Section 1445(b)(2) of the Code, and on which Spie▇▇▇ ▇▇ Buyer is entitled to rely, that no Contributor Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code; (x6) fourCalifornia 590 Certificate; (7) tenant notice letters for all tenants at the Property informing them of the sale of the Property and assignment of the Leases to Buyer in the form of attached Exhibit I; (8) instructions to Title Company to deduct Seller's share of the closing costs as described in Section 8.8 from the Purchase Price; and

Deposit of Documents. (a) At or before the applicable Closing, the Contributors Seller shall deposit into escrow the following items: (i1) a the duly executed and acknowledged Deed for each Fee Property, Leasehold Improvements and Ground Lease Parcel Improvementsconveying the Real Property to Buyer subject to the Conditions of Title; (ii2) four (4) a duly executed and acknowledged counterparts of an Assignment of Contribution Ground Lease for each Leasehold Estate; (iii) four (4) duly executed counterparts counterpart of the Assignment of Partnership Interests; (iv) four (4) duly executed counterparts of a Bill ▇▇▇▇ of Sale for each Fee Property, each Leasehold Property and the Ground Lease Parcel Improvements in the form attached hereto as Exhibit S D (each, a the "Bill ▇▇▇▇ of Sale"); (v) four (4) duty executed counterparts of an Assignment and Assumption of Leases for each Contribution Property in the form attached hereto as Exhibit T (each, an "Assignment of Leases"); (vi) four (4) duly executed counterparts of an Assignment and Assumption of Contracts, Warranties and Guaranties and Other Intangible Property for each Contribution Property in the form attached hereto as Exhibit U (each, an "Assignment of Contracts"); (vii) four (4) duly executed counterparts of the Mich▇▇▇▇▇ ▇▇▇ignment Agreement; (viii) four (4) duly executed counterparts of such disclosures and reports (including withholding certificates, such as, for example, CA Form 590-RE) as are required by applicable state and local law in connection with the conveyance of the Properties; (ix3) an affidavit pursuant to Section 1445(b)(2) of the United States Internal Revenue Code of 1986, as amended (the "Federal Code") in the form attached hereto as Exhibit E, and on which Spie▇▇▇ ▇▇ Buyer is entitled to rely, that no Contributor Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Federal Code; and (4) if legally required, a properly executed California Form 597-W. (b) At or before Closing, Buyer shall deposit into escrow the following items: (1) funds necessary to close this transaction; and (2) a duly executed counterpart of the ▇▇▇▇ of Sale; (xc) fourBuyer and Seller shall each deposit such other instruments as are reasonably required by the Title Company or otherwise required to close the escrow and consummate the purchase and sale of the Property in accordance with the terms hereof including, but not limited to, the easement documents referred to in Section 9.16 below. Buyer and Seller hereby designate Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Federal Code and the regulations promulgated thereunder. (d) Seller shall deliver to Buyer originals (or to the extent originals are not available, copies) of any other items which Seller was required to furnish Buyer copies of or make available at the Property pursuant to Section 2.1 above, within five (5) business days after the Closing Date. Seller shall deliver to Buyer a set of keys to the Property on the Closing Date.