Purchaser’s Closing Obligations Sample Clauses
Purchaser’s Closing Obligations. On the Closing Date, Purchaser, at its sole cost and expense, will deliver the following items to Seller at Closing as provided herein:
(a) The Purchase Price, after all adjustments are made as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.3;
(b) A counterpart original of the Assignment of Leases, duly executed by Purchaser;
(c) A counterpart original of the Assignment, duly executed by Purchaser;
(d) Evidence reasonably satisfactory to Seller that the person executing the Assignment of Leases, the Assignment, and the Tenant Notice Letters on behalf of Purchaser has full right, power and authority to do so;
(e) Written notice, in the form of Exhibit K, executed by Purchaser and to be addressed and delivered to the Tenants by Purchaser in accordance with Section 10.6 herein, (i) acknowledging the sale of the Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Security Deposit (specifying the exact amount of the Security Deposit) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the "Tenant Notice Letters");
(f) A counterpart original of the Closing Statement, duly executed by Purchaser;
(g) Counterpart originals of the transfer tax declarations, each duly executed by Purchaser;
(h) A certificate, dated as of the date of Closing, stating that the representations and warranties of Purchaser contained in Section 8.2 are true and correct in all material respects as of the Closing Date (with appropriate modifications to reflect any changes therein) or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Purchaser be liable to Seller for, or be deemed to be in default hereunder if any representation or warranty is not true and correct in all material respects; provided, however, that such event shall constitute the non-fulfillment of the condition set forth in Section 9.2(c). If, despite changes or other matters described in such certificate, the Closing occurs, Purchaser's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate;
(i) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transaction which is ...
Purchaser’s Closing Obligations. At the Closing, Purchaser shall: §11.01. Deliver to Seller checks in payment of the portion of the Purchase Price payable at the Closing, as adjusted for apportionments under Section 12, plus the amount of escrow deposits, if any, assigned pursuant to §10.08. §11.02. Deliver to Seller the Purchase Money Mortgage, if any, in proper form for recording, the note secured thereby, financing statements covering personal property, fixtures and equipment included in this sale and replacements thereof, all properly executed, and Purchaser shall pay the mortgage recording tax and recording fees for any Purchase Money Mortgage.
Purchaser’s Closing Obligations. On or before the Deposit Time, Purchaser, at its sole cost and expense, will deliver the following items in escrow with the Title Company pursuant to Section 4.4, for delivery to Sellers at Closing as provided herein:
(a) The Purchase Price, after all adjustments are made at the Closing as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.3;
(b) Four (4) counterparts of the General Conveyance, duly executed by Purchaser;
(c) One (1) counterpart of the form of Tenant Notice Letters, duly executed by Purchaser;
(d) Evidence reasonably satisfactory to the Title Company that the person executing any financing documents on behalf of Purchaser has full right, power, and authority to do so; provided, however, that, notwithstanding anything to the contrary provided in this Agreement, no such evidence shall be made available or otherwise provided to Seller;
(e) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement, including, without limitation, the “Closing Statement” as that term is defined in Section 10.4 below, duly executed and delivered (provided the same do not increase in any material respect the costs to, or liability or obligations of, Purchaser in a manner not otherwise provided for herein); and
(f) Such other transfer and tax forms, if any, as may be required by state and local Authorities as part of the transfer of the Property.
Purchaser’s Closing Obligations. The Purchaser shall on Closing and subject to the transfer of the Interests:
(a) deliver or procure that there is delivered to the Vendor a certified copy of the minutes of a meeting of the directors of its general partner, authorising the execution of this Agreement and any other Transaction Document that it is to execute pursuant to this Agreement;
(b) pay to the Vendor the Consideration in accordance with Clause 3.2 (Payment of Consideration).
Purchaser’s Closing Obligations. At the Closing, Purchaser shall furnish and deliver to Seller, at Purchaser's expense, the following:
a. Federal Reserve, wire transfer funds or other immediately available collected funds, payable to the order of Seller representing the cash portion of the Purchase Price due in accordance with Section 3.1 herein.
b. The Closing Certificate and Lease, duly executed and acknowledged by Purchaser.
c. Such instruments or documents as are necessary, or reasonably required by Seller or the Title Company, to evidence the status and capacity of Purchaser and the authority of the person or persons who are executing the various documents on behalf of Purchaser in connection with the purchase and sale transaction contemplated hereby.
d. An Opinion of Purchaser's counsel, dated as of the Closing Date, in the form of Exhibit J-2, attached hereto.
e. Such other documents as are reasonably required by Seller to carry out the terms and provisions of this Agreement.
f. All necessary approvals, consents, certificates and the like of third parties to the validity and effectiveness of the transaction contemplated hereby.
Purchaser’s Closing Obligations. At the Closing, Purchaser shall: §11.01. Deliver to Seller checks or wire transfer of immediately available federal funds to Seller, in payment of the portion of the Purchase Price payable at the Closing, as adjusted for apportionments under Section 12, plus the amount of escrow deposits, if any, assigned pursuant to §10.08..
Purchaser’s Closing Obligations. On or before the Deposit Time (except with respect to the Purchase Price which shall be delivered in accordance with Section 3.3 above), Purchaser, at its sole cost and expense, will deliver the following items in escrow with the Title Company pursuant to Section 4.4, for delivery to Seller at Closing as provided herein:
(a) The Purchase Price, after all adjustments are made at the Closing as herein provided, by Federal Reserve wire transfer of immediately available funds, in accordance with the timing and other requirements of Section 3.3;
(b) Four (4) counterparts of the General Conveyance, duly executed by Purchaser;
(c) Four (4) counterparts of the ▇▇▇▇▇ TRS General Assignment, duly executed by Purchaser’s designee;
(d) One (1) counterpart of each of the Tenant Notice Letters, duly executed by Purchaser;
(e) Evidence reasonably satisfactory to Seller that the person executing the Closing Documents on behalf of Purchaser has full right, power, and authority to do so;
(f) Such other transfer and tax forms, if any, as may be required by state and local Authorities as part of the transfer of the Property; and
(g) Such other documents as may be reasonably necessary or appropriate to effect the consummation of the transactions which are the subject of this Agreement, including, without limitation, the “Closing Statement” as that term is defined in Section 10.4 below, duly executed and delivered.
Purchaser’s Closing Obligations. At Closing, Purchaser shall deliver to the Title Company for the benefit of Seller the following:
Purchaser’s Closing Obligations. At the Closing, Purchaser shall deliver to Seller, at Purchaser’s expense:
(1) The cash portion of the Purchase Price (with the Earne▇▇ ▇▇▇▇y being applied to the Purchase Price);
(2) The Note and the Deed of Trust, if Addendum B-2, SELLER FINANCING, is attached;
(3) An Assumption Agreement in recordable form agreeing to pay all commissions payable under any lease affecting the Property;
(4) Evidence of Purchaser’s authority and capacity to close this transaction; and
(5) All other documents reasonably required by the Title Company to close this transaction.
Purchaser’s Closing Obligations. On the Closing Date, the Purchaser shall deliver to the Seller a copy of the minutes of a meeting of the board of directors of the Purchaser authorising the Purchaser to enter into and perform its obligations under this Agreement (the "Purchaser's Closing Obligation").