Common use of Provisions with Respect to Settlement Clause in Contracts

Provisions with Respect to Settlement. At settlement: (a) Seller shall deliver to Buyer a Special Warranty Deed for the Property, duly executed and acknowledged and in proper form for recording, so as to convey good and marketable and insurable title to the Property subject only to the terms set forth in Section 4 hereof. In addition, if requested by Buyer, Seller will provide Buyer with a ▇▇▇▇ of Sale, duly executed and acknowledged, for any of the Seller’s personal property located on the Property (including personal property attached to the real property which by state law is still considered personal property). (b) Buyer shall deliver to Seller the purchase price as described in Subsection 2 hereof. (c) All realty transfer taxes, if any, shall be paid in equal shares by Buyer and Seller. Costs of recording (other than for the recording of any release or satisfaction of mortgage) and notary fees shall be borne by Buyer. (d) Real estate taxes, water and sewer rents and any other lienable municipal services shall be equitably pro-rated as of the settlement date based on the fiscal year of the levying authority. (e) Seller shall deliver to Buyer the original or a true and correct copy of Seller’s Use and Occupancy Permit, if in Seller’s possession, and copies of all other licenses, permits, authorizations and approvals in Seller’s possession. (f) Seller shall deliver to Buyer an assignment of all transferable licenses, permits, certificates and approvals existing in connection with the Property and in Seller’s possession, if any, and only to the extent assignable, provided that the actual and reasonable cost of such transfer or assignment shall be borne by Buyer. (g) Seller shall deliver an assignment to Buyer of any remaining warranties or guaranties, in Seller’s possession, of any general contractors, subcontractors, materialmen and equipment suppliers performing any work on, or supplying any material to, the Property, together with the original, executed copies of any such warranties and guaranties, to the extent assignable and provided that the actual and reasonable cost of such transfer or assignment shall be borne by Buyer. (h) Seller shall deliver to Buyer the original of (or a copy of, if the original is unavailable) and an assignment of all rights and interest of Seller in and to the Tangible Personal Property and all contracts, agreements, building plans, blueprints, surveys and any other documents, of whatever nature, in any way relating to the occupancy or operation of the Property, to the extent such documents are in Seller’s possession, and to the extent assignable and provided that the actual and reasonable cost of such transfer or assignment shall be borne by Buyer. (i) Each party shall execute and deliver to the other such documents as are reasonably requested to effectuate the transaction contemplated by this Agreement, provided that the form of such documents shall be reasonably satisfactory to the party asked to provide such document.

Provisions with Respect to Settlement. At settlementSettlement, Seller shall deliver, or cause to be delivered, to Buyer, at Seller's sole cost and expense, each of the following: (a) Seller shall deliver to Buyer a A Special Warranty Deed for conveying title to the Property, Premises subject to the Permitted Liens duly executed and acknowledged and by Seller in proper form for recording, so as to convey good and marketable and insurable title to the Property subject only to the terms set forth in Section 4 hereof. In addition, if requested by Buyer, Seller will provide Buyer with a ▇▇▇▇ of Sale, duly executed and acknowledged, for any of the Seller’s personal property located on the Property (including personal property attached to the real property which by state law is still considered personal property)recordable form. (b) Buyer shall deliver A Bill of Sale without warranty, c▇▇▇▇ying title to Seller the purchase price as personal property described in Subsection 2 Section 1 hereof. (c) All realty transfer taxesPossession of the Premises, if any, shall be paid in equal shares by Buyer unoccupied and Seller. Costs of recording (other than for the recording free and clear of any release leases, tenancies, claims to or satisfaction rights of mortgage) and notary fees shall be borne by Buyeruse or possession. (d) Real estate taxes, water and sewer rents and any other lienable municipal services shall be equitably pro-rated as The Affidavit or Qualifying Statement required pursuant to the terms of the settlement date based on the fiscal year of the levying authoritySection 18 hereof. (e) Seller Affidavits and other documents as are reasonably required by the Title Insurer for (i) the elimination of any standard or printed exceptions in Section B-1 of Buyer's Title Insurance Commitment, and (ii) the satisfaction of any Internal Revenue Service disclosure and reporting requirements, including, but not limited to, Form 1099B. All such affidavits and other documents shall deliver be in form and substance reasonably satisfactory to Buyer and Buyer's Title Insurer. (f) Originals of the original following instruments (or a copies if originals are unavailable, except where originals are specified below), all certified by Seller as true and correct copy of Seller’s Use and Occupancy Permitcomplete: (i) To the extent legally assignable, if in Seller’s possession, and copies an assignment of all other certificates of occupancy (and any required governmental approvals in connection with the transfer of the Premises), licenses, plans permits, authorizations and approvals required by law and issued by all governmental authorities having jurisdiction over the Premises; (ii) All documents, plans and surveys in Seller’s possession.'s possession or control with respect to the Premises; (fiii) To the extent that Seller shall deliver to Buyer an assignment can produce, each bill for unpaid real estate taxe▇, ▇ewer charges and assessments, water charges and other utilities, together with proof of all transferable licenses, permits, certificates and approvals existing in connection with the Property and in Seller’s possession, if any, and only payment thereof (to the extent assignable, provided that the actual same have been paid); and (iv) All assignable guaranties and reasonable cost of such transfer or assignment shall be borne by Buyerwarranties in Seller's possession. (g) Seller shall deliver an assignment to Buyer of any remaining warranties or guarantiesTo the extent not previously delivered, in Seller’s possession, of any general contractors, subcontractors, materialmen and equipment suppliers performing any work on, or supplying any material to, the Property, together with the original, executed copies of any such warranties and guaranties, all keys to the extent assignable Premises (and provided that each part thereof), all combinations to locks located at the actual Premises, all codes and reasonable cost passwords to all security systems at the Premises, all plans, specifications, as-built drawings, surveys, site plans, equipment manuals, technical data and other documentation relating to the building systems, equipment and any other personal property forming part of such transfer the Premises or assignment shall be borne by Buyerany portion thereof in the possession of Seller or any property manager(s). (h) Seller shall deliver to Buyer Owner's Articles of Incorporation, By-Laws, a current good standing certificate from the original Commonwealth of (or a copy of, if the original is unavailable) Pennsylvania and an assignment of all rights and interest of Seller in and to the Tangible Personal Property and all contracts, agreements, building plans, blueprints, surveys and any other documents, of whatever nature, in any way relating to the occupancy or operation of the Property, to the extent such documents are in Seller’s possession, and to the extent assignable and provided that the actual and reasonable cost of such transfer or assignment shall be borne by Buyer. (i) Each party shall execute and deliver to the other such documents as are reasonably requested to effectuate resolutions approving the transaction contemplated by this Agreement. Equitable Owner's Certificate of Formation, provided By-Laws, resolutions approving the transaction contemplated by this Agreement and evidence that the form Merger has been properly filed in the State of Delaware and the Commonwealth of Pennsylvania certified by the Secretary of State of each such jurisdiction. (i) A copy of the Order certified as a true and correct copy by the Clerk of the Bankruptcy Court. (j) A certificate from an executive officer of the Equitable Owner that such officer has reviewed the representations and warranties set forth in Sections 19(a) and 20 hereof and has no reason to believe that any of them is not true and correct. (k) All additional documents shall that may be reasonably satisfactory necessary or appropriate to carry out the party asked provisions of this Agreement, including without limitation, all easements to provide such documentbe granted to Buyer hereunder in recordable form.