Jointly Executed Documents Sample Clauses

Jointly Executed Documents. Each Seller and Purchaser shall, on the Closing Date, each execute, acknowledge (as appropriate) and exchange the following documents: (i) the returns required under the Transfer Tax Laws, if any, and any other tax laws applicable to the transactions contemplated herein; (ii) an Assignment and Assumption of Leases and Contracts in the form of Exhibit 18(c)(ii) hereof; (iii) a General Assignment and Assumption Agreement in the form of Exhibit 18(c)(iii); (iv) [INTENTIONALLY DELETED]; (v) the Loan Assignment and Assumption Document, together with any other documents required by Lender to effectuate the assignment and assumption of the Existing Financing, including all of Sellers' right, title and interest in any cash escrows held by Lender under the Loan Documents; (vi) the Assignment and Assumption of the Ground Lease in the form of Exhibit 18(c)(vi); (vii) any other affidavit, document or instrument required to be delivered by Sellers or Purchaser or reasonably requested by the Title Company, pursuant to the terms of this Agreement or applicable law in order to effectuate the transfer of beneficial ownership to each of the Property, together with the legal ownership of each Property; (viii) letters to all tenants under all of the Leases at such Seller's Property in the form of Exhibit 18(c)(viii), it being acknowledged and agreed that Purchaser shall be responsible for delivery of same to tenants; (ix) an Assignment and Assumption of the TIF Agreement in the form of Exhibit 18(c)(ix); (x) an Assignment and Assumption of the Westbrook II Contract in the form of Exhibit 18(c)(x) hereof; and (x▇) ▇ ▇▇▇▇ing statement consistent with the terms of this Agreement.

Jointly Executed Documents. Seller and Purchaser shall, on the Closing Date, each execute, acknowledge (as appropriate) and exchange the following documents: (i) Any transfer tax returns required under any tax laws applicable to the transactions contemplated herein; (ii) An Assignment and Assumption of Leases and Contracts in substantially the form attached hereto as Exhibit 8; (iii) A General Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit 9; (iv) The Preliminary Closing Statement; and (v) Any other affidavit, document or instrument required to be delivered by Seller or Purchaser pursuant to the terms of this Agreement.

Jointly Executed Documents. Seller and Purchaser shall, on the Closing Date, each execute, acknowledge (as appropriate) and exchange the following documents: (i) The ▇▇▇▇▇; (ii) An Assignment and Assumption of Leases and Contracts (the “Assignment of Leases and Contracts”) in the form of Exhibit 6 and an Assignment and Novation Agreement in the form of Exhibit 6-1 with respect to each Assumed Contract; (iii) An Omnibus Assignment and Assumption Agreement (the “Omnibus Assignment and Assumption Agreement”) in the form of Exhibit 7; (iv) Any other affidavit, document or instrument required to be delivered by Seller or Purchaser or reasonably requested by the Title Company in order to effectuate the transfer of title to the Premises; (v) If Purchaser elects to assume the Property Management Agreement pursuant to Section 8(b)(xi), the duly executed Property Manager Assumption Documents; (vi) An assignment and assumption of Seller’s right, title, and interest under the Ground Lease substantially in the form of Exhibit 11 attached hereto and incorporated herein by this reference (“Assignment and Assumption of Ground Lease”); and (vii) An assignment and assumption of Seller’s right, title, and interest under the Airspace Lease substantially in the form of Exhibit 12 attached hereto and incorporated herein by this reference (“Assignment and Assumption of Airspace Ground Lease”).

Jointly Executed Documents. Seller and Buyer shall, on the Closing Date, each execute, acknowledge (as appropriate), and exchange the following documents:

Jointly Executed Documents. Seller and Purchaser shall, on the Closing Date, each execute, acknowledge (as appropriate) and exchange the following documents with respect to the Premises: (i) the returns required under the Transfer Tax Laws, if any, and any other tax laws applicable to the transactions contemplated herein; (ii) an Omnibus Assignment and Assumption Agreement in the form of Exhibit H; and (iii) any other affidavit, document or instrument required to be delivered by Seller or Purchaser or reasonably requested by the Title Company (so long as such request does not add additional warranties or covenants to Seller), pursuant to the terms of this Agreement or applicable law in order to effectuate the transfer of title to the Premises.

Jointly Executed Documents. Seller and Purchaser shall, on the Closing Date, each execute, acknowledge (as appropriate) and exchange the following documents: (i) Any transfer tax returns required under any tax laws applicable to the transactions contemplated herein (if any); and (ii) A duly executed Agreement of Assignment, Withdrawal and Amendment substantially in the form attached hereto as Exhibit 2. (iii) If Purchaser obtains Seller Financing, the Seller Financing Documents. (iv) The Servicing Agreement. (v) The Professional Services Agreement.

Jointly Executed Documents. Seller and Purchaser shall, on the Closing Date, each execute, acknowledge (as appropriate) and exchange the following documents: (i) The returns required under the Transfer Tax Laws, if any, and any other tax laws applicable to the transactions contemplated herein; (ii) A General Assignment and Assumption Agreement in the form of Exhibit 7; (iii) A Zoning Lot Development Agreement, substantially in the form attached hereto as Exhibit 6 (the “ZLDA”), with such changes and additions as may be required by the Title Company or required to comply with the requirements of any governmental authority having jurisdiction over Lot 58, provided that such changes and additions are ministerial and do not materially adversely affect Seller or the development potential or value of Seller’s Retained Property based on the ZLDA as originally contemplated; (iv) A Declaration of Zoning Lot Restrictions, substantially in the form attached hereto as Exhibit 8, with such changes and additions as may be required by the Title Company or required to comply with the requirements of any governmental authority having jurisdiction over Lot 58, provided that such changes and additions are ministerial and do not materially adversely affect Seller of the development potential or value of Seller’s Retained Property; and (v) Any other affidavit, document or instrument required to be delivered by Seller or Purchaser pursuant to the terms of this Agreement or reasonably requested by the Title Company.

Jointly Executed Documents. 17 ARTICLE 8 PRORATIONS.........................................................................................18 Section 8.1 General Apportionment of Income and Expenses..........................................18 Section 8.2

Jointly Executed Documents. On the Closing Date with respect to each Individual Premises, each of the following parties shall execute, acknowledge (as appropriate) and exchange the following documents: (i) Seller and Purchaser (or appropriate Subsidiary Owners, as applicable) shall execute, acknowledge (as appropriate) and exchange the returns required under the Transfer Tax Laws, if any, and any other tax laws applicable to the transactions contemplated herein. (ii) Seller and Purchaser (or appropriate Subsidiary Owners, as applicable) shall execute, acknowledge (as appropriate) and exchange an Assignment and Assumption of Leases and Contracts in the form of Exhibit F for such Individual Premises. (iii) Seller and Purchaser (or appropriate Subsidiary Owners, as applicable) shall execute, acknowledge (as appropriate) and exchange an Assignment Agreement in the form of Exhibit G for such Individual Premises. (iv) Seller and Purchaser (or appropriate Subsidiary Owners, as applicable) shall execute, acknowledge (as appropriate) and exchange an Assignment and Assumption of Brokerage Agreements in the form of Exhibit H for such Individual Premises. (v) In the case of the Closing for the 540 Madison Premises, 540 Madison Fee Owner and Purchaser (or appropriate Subsidiary Owner, as the applicable) shall execute, acknowledge (as appropriate) and exchange an Assignment and Assumption of Ground Lease (lessor’s interest) in the form of Exhibit I-1. (vi) In the case of the Closing for the 540 Madison Premises, 540 Madison Leasehold Owner and Purchaser (or appropriate Subsidiary Owner, as applicable) shall execute, acknowledge (as appropriate) and exchange an Assignment and Assumption of Ground Lease (lessee’s interest) in the form of Exhibit I-2. (vii) Seller and Purchaser (or appropriate Subsidiary Owners, as applicable) shall execute, acknowledge (as appropriate) and exchange one or more Assignment and Assumptions of Union Contract in the form of Exhibit J for such Individual Premises. (viii) Seller and Purchaser shall execute, acknowledge (as appropriate) and exchange one or more Post-Closing Escrow Agreements in the form of Exhibit K. (ix) If applicable pursuant to the provisions of Section 20(d) below, Seller and Purchaser shall execute, acknowledge (as appropriate) and exchange one or more Escrow Agreements in the form of Exhibit K.