Common use of Escrow and Closing Clause in Contracts

Escrow and Closing. 7.1 Seller and Buyer agree to use commercially reasonable efforts to perform with reasonable dispatch the acts to be done by each of them to satisfy the conditions precedent to the Closing. (a) Concurrently with the execution of this Contract and the deposit of the sum set forth in 1.1(b)(i), each party shall execute such separate escrow instructions with Escrowee as may be required by Escrowee for the administration of the Deposit (as provided in 10) and as are consistent with the terms of this Contract. (b) On or before the business day before the date of Closing, Seller and Buyer shall complete, execute and deposit into escrow the amounts, instruments and documents described in 1.1(b), 7.3 and 7.4, execute their respective Closing escrow instructions to Escrowee and advise Escrowee of the prorations and credits for all items referred to in 1.1(b) and 8, except Escrowee shall prorate real estate taxes and allocate the costs of the title insurance premiums and other closing costs as provided in this Contract. ▇▇▇▇ Lakes Sale Contract Final July 20, 2015 (c) Buyer shall deposit immediately available funds required to complete the Closing in form ready for wiring by Escrowee by the opening of business on the date of Closing. Escrowee shall complete Closing by recording and delivering the deposited documents and distributing the funds in accordance with the escrow instructions. 7.3 Seller shall deliver the following: (a) A limited warranty deed, substantially in the form of Schedule 7.3(a), conveying Good Title to the Premises to Buyer subject to Permitted Encumbrances and other matters of record, executed in form for recording. (b) An assignment, substantially in the form of Schedule 7.3(b), of Seller's rights under (x) the Leases and Service Contracts to be assigned pursuant to this Contract (y) to the extent assignable, the governmental permits, licenses and certificates relating to the Premises, the warranties and guarantees of contractors and manufacturers, and all marketing, advertising, promotional material and photographs therefor; and at the Premises the documents in Seller's possession relating to each of the foregoing. (c) A rent roll for the Premises (the "Rent Roll"), in the same form as Schedule 3.1(d), dated no earlier than three (3) days before Closing, and the lease records. (d) An affidavit containing the information required by Section 1445 of the Internal Revenue Code to establish that Seller is not a foreign person for purposes of that Section. (e) A notice to the tenant of the change in ownership and the transfer of security deposits (if any). (f) An affidavit in respect of mechanics liens and parties in possession in reasonable and customary form sufficient to remove (or to limit to the rights of tenants) the standard title insurance exceptions for such matters. (g) Any other documents expressly required by the terms of this Contract. 7.4 Buyer shall execute and deliver the following: (a) An assumption of Seller's obligations under the Leases and Service Contracts transferred to Buyer as provided in 7.3(b). (b) Any other documents expressly required by the terms of this Contract. 7.5 Each party shall deliver to the other party and to Escrowee such duly executed and acknowledged or verified certificates, affidavits and other documents respecting the power and authority to perform the obligations hereunder and as to the due authorization thereof by appropriate trust, corporate, partnership or other proceedings and as to the authority of the officer, partner or other representatives acting for it, as counsel for the other party or the Title Company may reasonably request. ▇▇▇▇ Lakes Sale Contract Final July 20, 2015 7.6 Escrowee shall serve as the "real estate reporting person" (as such term is defined in Section 6045(e) of the Internal Revenue Code of 1986, as amended) and shall file the requisite Form 1099-S with the Internal Revenue Service in accordance with said Section 6045(e) and the regulations issued thereunder. This Contract shall constitute the designation agreement described in those regulations, the name and address of Seller as transferor and Buyer as transferee in the transaction contemplated hereby appear in 12 (as amended by any notice given under 12 and, in case of any permissible assignment by Buyer, by the notice of such assignment) and Seller, Buyer and Escrowee agree to retain a copy of this Contract for a period of four (4) years following the end of the calendar year in which the Closing occurs. The provisions of this paragraph shall survive the Closing. 7.7 At any time and from time to time after the Closing, Buyer and Seller agree to execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered such additional instruments or documents and to take or cause to be taken such further action as the other party may reasonably request to evidence and effectuate the transactions contemplated under this Contract.

Escrow and Closing. 7.1 Seller ▇▇▇▇▇▇ and Buyer agree to use commercially reasonable efforts to perform with reasonable dispatch the acts to be done by each of them to satisfy the conditions precedent to the Closing. (a) Concurrently with the execution of this Contract and the deposit of the sum set forth in 1.1(b)(i), each party shall execute such separate escrow instructions with the Escrowee as may be required by the Escrowee for the administration of the Deposit (as provided in 10) and as are consistent with the terms of this Contract. (b) On or before the business day before the date of Closing, Seller and Buyer shall complete, execute and deposit into escrow the amounts, instruments and documents described in 1.1(b), 7.3 and 7.4, execute their respective Closing escrow instructions to the Escrowee and advise the Escrowee of the prorations and credits for all items referred to in 1.1(b) and 8, except the Escrowee shall prorate real estate taxes and allocate the costs of the title insurance premiums and other closing costs as provided in this Contract. ▇▇▇▇ Lakes Eagle IV Business Centre Sale Contract Final Execution version July 2014, 20152022 (c) Buyer shall deposit immediately available funds required to complete the Closing in form ready for wiring by the Escrowee by the opening of business on the date of Closing. Escrowee shall complete Closing by recording and delivering the deposited documents and distributing the funds in accordance with the escrow instructions. 7.3 Seller shall deliver the following: (a) A limited warranty deed, substantially in the form of Schedule 7.3(a), conveying Good Title to the Premises to Buyer subject to Permitted Encumbrances and other matters of record, executed in form for recording. (b) An assignment, substantially in the form of Schedule 7.3(b), of Seller's rights under (x) the Leases leases and Service Contracts to be assigned pursuant to this Contract (y) to the extent assignable, the governmental permits, licenses and certificates relating to the Premises, the warranties and guarantees of contractors and manufacturers, and all marketing, advertising, promotional material and photographs thereforContract; and at the Premises the documents in Seller's possession relating to each of the foregoing. (c) A rent roll for the Premises (the "Rent Roll"), in the same form as Schedule 3.1(d), dated no earlier than three (3) days before Closing, and the lease records. (d) An affidavit containing the information required by Section 1445 of the Internal Revenue Code to establish that Seller is not a foreign person for purposes of that Section. (e) A notice Notices to the tenant tenants of the change in ownership and the transfer of security deposits (if any). (f) An affidavit in respect of mechanics liens and parties in possession in reasonable and customary form sufficient to remove (or to limit to the rights of tenants) the standard title insurance exceptions for such matters. (g) A Minnesota Certificate of Real Estate Value. (h) At or prior to the Decision Date, an estoppel certificate executed by the Tenant, substantially in the form of Schedule 7.3(h). (i) An assignment of all Warranties and Guaranties and Governmental Approvals, if any, being conveyed hereunder (the “Warranties and Guaranties Assignment”), in the form of Exhibit 7.3(i); (j) Any other documents expressly required by the terms of this Contract. 7.4 Buyer shall execute and deliver the following: (a) An assumption of Seller's obligations under the Leases leases and Service Contracts transferred to Buyer as provided in 7.3(b). ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Contract Execution version July 14, 2022 (b) A Minnesota Certificate of Real Estate Value. (bc) Any other documents expressly required by the terms of this Contract. 7.5 Each party shall deliver to the other party and to the Escrowee such duly executed and acknowledged or verified certificates, affidavits and other documents respecting the power and authority to perform the obligations hereunder and as to the due authorization thereof by appropriate trust, corporate, partnership or other proceedings and as to the authority of the officer, partner or other representatives acting for it, as counsel for the other party or the Title Company may reasonably request. ▇▇▇▇ Lakes Sale Contract Final July 20, 2015. 7.6 The Escrowee shall serve as the "real estate reporting person" (as such term is defined in Section 6045(e) of the Internal Revenue Code of 1986, as amended) and shall file the requisite Form 1099-S with the Internal Revenue Service in accordance with said Section 6045(e) and the regulations issued thereunder. This Contract shall constitute the designation agreement described in those regulations, the name and address of Seller as transferor and Buyer as transferee in the transaction contemplated hereby appear in 12 hereof (as amended by any notice given under 12 and, in case of any permissible assignment by Buyer▇▇▇▇▇, by the notice of such assignment) and Seller, Buyer ▇▇▇▇▇ and Escrowee agree to retain a copy of this Contract for a period of four (4) years following the end of the calendar year in which the Closing occurs. The provisions of this paragraph shall survive the Closing. 7.7 At any time and from time to time after the Closing, Buyer ▇▇▇▇▇ and Seller agree to execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered such additional instruments or documents and to take or cause to be taken such further action as the other party may reasonably request to evidence and effectuate the transactions contemplated under this Contract.