Common use of DOCUMENTS FOR CLOSING Clause in Contracts

DOCUMENTS FOR CLOSING. Seller shall execute and/or deliver, as the case may be, the following documents at or prior to closing: (a) a special warranty deed, subject to the Permitted Exceptions and subject to zoning restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision and public utility easements of record; (b) a ▇▇▇▇ of sale, free of all liens and encumbrances and with warranty of title; (c) an assignment and assumption of the Leases, with an agreement that Seller is responsible for all claims arising or accruing under the Leases prior Closing and will indemnify, defend and save Buyer harmless from any action and claims made for acts or omissions which occurred or accrued prior to Closing; (d) an assignment and transfer of all prepaid funds, security deposits and cash escrows under the Leases; (e) the original signed Leases, commencement date agreements, if any, amendments to leases and all material correspondence with tenants in the possession of Seller; (f) an assignment of all service and maintenance contracts, and any other contracts and other documents affecting the Property, to the extent assignable and to the extent Buyer has agreed to assume same, together with an agreement that Seller is responsible for any claims arising or accruing under such contracts prior to Closing and will indemnify, defend and save Buyer harmless from any action and claims made for acts or omissions which occurred or accrued prior to Closing; (g) a seller’s affidavit, in form and substance reasonably satisfactory to Buyer’s attorneys, and including, but not limited to, provisions as to survey, possession, mechanic’s lien and title insurance gap matters; (h) all certificates of occupancy in Seller’s possession affecting the Property; (i) an incumbency certificate from an officer of the Seller; (j) all lien releases, waivers, corrective instruments and any other documents reasonably required by the title insurance company issuing the title insurance commitment; and (k) a certified rent roll. (l) tenant notice letters, authorizing the tenants to make rental payments to Buyer, in the form attached as Exhibit “F”; (m) a written certification by Seller that all representations and warranties herein remain true and correct as of Closing; (n) all keys and codes applicable to the Property; and (o) to the extent available, the originals of all documents, copies of which were provided to Buyer previously.

DOCUMENTS FOR CLOSING. Seller shall execute and/or deliverAt the Closing, the County, the Developer and the CRA, as the case may beapplicable, the following documents at or prior to closingshall furnish and deliver: (a1) a special warranty deed, subject to the Permitted Exceptions and subject to zoning restrictions, prohibitions and other requirements imposed by governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision and public utility easements of recordcertificate reaffirming any representations hereunder; (b2) a ▇▇▇▇ of sale, free of all liens and encumbrances and with warranty of titlenon-foreign affidavit; (c3) a standard and customary seller’s affidavit acceptable to the title insurer and Closing Agent, which is sufficient to (i) cause to be deleted from the Title Policy when issued all “standard exceptions” (including, without limitation, standard exceptions for taxes and assessments not shown in the public records, claims of unrecorded easements, parties in possession, construction liens and matters that would be disclosed by an assignment accurate and assumption current survey (only if a survey is provided by Developer, it being agreed that a more specific survey exception may be inserted into the Title Commitment and Title Policy), but excluding ad valorem real estate taxes for the year of the LeasesClosing), (ii) cause to be deleted all other “Schedule B-1 Requirements” set forth in the Title Commitment, and (iii) insure against the existence of defects in title between the most recent effective date of the Title Commitment and the recording of the Deed (as defined below) from the CRA to the Developer, and (iii) comply with an agreement that Seller is responsible for all claims arising or accruing under the Leases prior Closing and will indemnifyprovisions of §1445 of the Internal Revenue Code of 1954, defend and save Buyer harmless from any action and claims made for acts or omissions which occurred or accrued prior to Closingas amended; (d4) an assignment and transfer of all prepaid funds, security deposits and cash escrows under a deed in the Leasesform attached hereto as Appendix “N” (the “Deed”); (e5) the original signed Leases, commencement date agreements, if any, amendments to leases and all material correspondence with tenants in the possession of SellerForm DR-219; (f6) the Reserved Easements; (7) an assignment of all service and maintenance contracts, and any other contracts and other documents affecting development rights relating to the Redevelopment Property, whereby the CRA makes to Developer a full and complete assignment of any and all development rights to the extent assignable and assignable, possessed by the CRA that pertain to the extent Buyer has agreed Redevelopment Property, including, without limitation, any and all permits, approvals, entitlements, authorizations, licenses, applications, rights of the CRA under the Binding Letter and the Binding Letter Amendment, all of which are subject to assume sameGovernment Requirements and the terms and conditions of this Agreement, together with an agreement that Seller is responsible for any claims arising or accruing under such contracts prior which shall include, without limitation, the agreements contemplated to Closing and will indemnify, defend and save Buyer harmless from any action and claims made for acts or omissions which occurred or accrued prior be entered into pursuant to Closing; (g) a seller’s affidavit, this Agreement. Such assignment shall be in form and substance reasonably satisfactory to Buyer’s attorneys, and including, but not limited to, provisions attached hereto as to survey, possession, mechanic’s lien and title insurance gap matters;Appendix “Q” attached hereto. (h) all certificates of occupancy in Seller’s possession affecting the Property; (i) an incumbency certificate from an officer of the Seller; (j) all lien releases, waivers, corrective instruments and 8) any other documents instruments which may reasonably be required to complete the transaction(s) or required by the title insurance company issuing the title insurance commitmentinsurer or this Agreement; and (k9) a certified rent rollClosing statement and disbursement sheet. (l10) tenant notice lettersThe Developer, authorizing the tenants to make rental payments to Buyer, in the form attached as Exhibit “F”; County and CRA shall execute a certificate (mi) a written certification by Seller acknowledging that all representations of the conditions precedent, including the Purchase Conditions Precedent, have occurred or been met, or (ii) if Developer elects in its sole and warranties herein remain true absolute discretion to close notwithstanding that a Purchase Conditions Precedent has not been satisfied, identifying any unsatisfied matter and correct as of Closing; waiving same; or (niii) all keys if County elects in its sole and codes applicable absolute discretion to close notwithstanding that a condition precedent to the Property; and (o) County’s obligation to the extent availableclose, the originals of all documentsas specifically set forth in Article V hereof, copies of which were provided to Buyer previouslyhas not been satisfied, identifying any unsatisfied matter and waiving same.

DOCUMENTS FOR CLOSING. Prior to or at the time of Closing, the parties will execute and provide any and all documents necessary to effectuate the terms, conditions and intent of this Agreement. At Closing, Seller shall execute and/or deliver, as the case may be, and deliver each of the following documents at or prior in a form reasonably acceptable to closing:Buyer:‌ (aA) a A special warranty deeddeed (or deeds) (the “Deed”), subject conveying to Buyer or its assignee marketable and insurable fee simple title to the Permitted Exceptions Property free and clear of all mortgages, encumbrances and liens whatsoever and subject only to zoning restrictions, prohibitions and other requirements imposed exceptions to title as permitted by governmental authority; restrictions and matters appearing on the plat or otherwise common to the subdivision and public utility easements of recordthis Agreement; (bB) a ▇▇▇▇ An Affidavit attesting to the absence of saleany liens, free of all liens and encumbrances and with warranty of titleparties in possession, or other claims, which is also sufficient to insure the gap; (cC) an assignment and assumption of the Leases, with an agreement that Seller is responsible for all claims arising or accruing under the Leases prior Closing and will indemnify, defend and save Buyer harmless from any action and claims made for acts or omissions which occurred or accrued prior to ClosingA FIRPTA Affidavit; (dD) an assignment and transfer of all prepaid funds, security deposits and cash escrows under the Leases; (e) the original signed Leases, commencement date agreements, if any, amendments to leases and all material correspondence with tenants in the possession of Seller; (f) an An general assignment of all service and maintenance contractswater, and any other contracts sewer, transportation, school and other documents affecting impact fee credits or reservations associated with the Property, all of the permits and approvals and other rights or interests of Seller in or related to the extent assignable and to the extent Buyer has agreed to assume same, together with an agreement that Seller is responsible for any claims arising or accruing under such contracts prior to Closing and will indemnify, defend and save Buyer harmless from any action and claims made for acts or omissions which occurred or accrued prior to Closing; (g) a seller’s affidavit, in form and substance reasonably satisfactory to Buyer’s attorneysProperty, and including, but not limited to, provisions as to survey, possession, mechanic’s lien and title insurance gap matters; (h) all certificates of occupancy in Seller’s possession affecting development rights with respect to the Property; (iE) an incumbency certificate from an officer of the A Closing Statement in a form reasonably acceptable to Buyer and Seller; (jF) all lien releasesAny other documents required in this Agreement or reasonably requested by Title Company. At Closing, waivers, corrective instruments Buyer shall execute and deliver to Seller a Closing Statement in a form reasonably acceptable to Buyer and Seller and any other documents required in this Agreement or reasonably requested by Seller. In the event Owners provide a direct conveyance to Buyer as contemplated by Section 7.01(2), then all of the foregoing “Seller” documents listed in (A) through (F), above shall be provided by Owners to the extent required by the title insurance company issuing Title Company. In the title insurance commitment; and event two (k2) deeds are utilized for Closing, one deed shall be from Owners to Seller, and a certified rent roll. (l) tenant notice letters, authorizing the tenants to make rental payments second deed shall be from Seller to Buyer, in . All of the form attached as Exhibit “F”; (m) a written certification documents executed by Seller that all representations which are to be delivered to Buyer at Closing will be duly authorized, legal, valid and warranties herein remain true and correct as binding obligations of Seller, which, at the time of Closing; , will be sufficient to convey title (n) all keys if they purport to do so), and codes applicable do not, and at the time of Closing will not, violate any provisions of any agreement to which Seller is a party or to which it is subject. The parties agree to execute any other document, following Closing, as reasonably necessary to effectuate the Property; and (o) to the extent available, the originals intent of all documents, copies of which were provided to Buyer previouslyterms and conditions set forth in this Agreement.