Common use of Purchaser’s Obligations at Closing Clause in Contracts

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all ▇▇▇▇▇▇▇ Money, if Seller elected to deliver good funds pursuant to Section 1.5(a)), in immediately available wire transferred funds pursuant to Section 1.4 above, it being agreed that at Closing, (i) if Seller did not elect to deliver the Letter of Credit pursuant to Section 1.5(a), the ▇▇▇▇▇▇▇ Money shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”; (b) deliver to Seller a duly executed original counterpart of the Conveyance Document; (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a1) pay to Seller the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all ▇▇▇▇▇▇▇ Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))provided, in immediately available wire transferred federal funds pursuant to Section 1.4 1.5 above, it being agreed that at Closing, (i) if Seller did not elect to deliver the Letter of Credit pursuant to Section 1.5(a), Closing the ▇▇▇▇▇▇▇ Money shall be delivered to Seller and applied towards payment of the Purchase Price, and it being further understood that Seller shall receive such proceeds at its bank account no later than 3:00 p.m. Eastern time on the date of Closing, failing which the pro-rations shall be redetermined to coincide with the date on which said funds are received prior to 3:00 p.m. Eastern time (ii) if Seller elected time being of the essence with respect to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”this subparagraph); (b2) join Seller in execution of the instruments described in Sections 4.2(c), 4.2(d), and 4.2(f) above; (3) deliver to Seller a letter duly executed original counterpart by Purchaser, confirming that Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of the Conveyance DocumentEmployee Retirement Income Security Act of 1974 ("ERISA"), and, if Purchaser is unable or unwilling to make such a representation, then Purchaser shall be deemed to be in default hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the ▇▇▇▇▇▇▇ Money; (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable; (d4) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (e5) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all ▇▇▇▇▇▇▇ Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))provided, in immediately available wire transferred funds pursuant to Section 1.4 1.5 above, it being agreed that at Closing, (i) if Seller did not elect to deliver Closing the Letter of Credit pursuant to Section 1.5(a), the Earn▇▇▇ ▇▇▇▇▇▇▇ Money ey shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”; (b) deliver to join Seller a duly executed original counterpart in execution of the Conveyance Documentinstruments described in Sections 4.2(c), 4.2(d), and 4.2(f) above; (c) deliver to Seller a letter duly executed original counterpart by Purchaser, confirming that Purchaser is not acquiring the Property in whole or part with the assets of an employee benefit plan (an "Employee Benefit Plan") as defined in Section 3(3) of the Approved LeaseEmployee Retirement Income Security Act of 1974, if applicableas amended ("ERISA"), and, in the event Purchaser is unable or unwilling to make such a representation, Purchaser shall be deemed to be in default hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Earn▇▇▇ ▇▇▇ey; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all ▇▇▇▇▇▇▇ Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))provided, in immediately available wire transferred funds pursuant to the manner set forth in Section 1.4 above, it being agreed that at Closing, (i) if Seller did not elect to deliver the Letter of Credit pursuant to Section 1.5(a), the ▇▇▇▇▇▇▇ Money shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”hereof; (b) deliver to join Seller a duly executed original counterpart in the execution of the Conveyance DocumentAssignment and Assumption of Leases and the Assignment and Assumption of Contracts; (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser hereunder; (d) deliver to Seller such evidence as Seller may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and; (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.; (f) deliver the Real Estate Tax Returns duly executed and sworn to by Purchaser; (g) Purchaser shall pay all recording and other fees in connection with the recording of the Deed (and other documents to be recorded as part of the transaction contemplated herein) and other amounts required to be paid by Purchaser hereunder; and (h) join with Seller in the execution of an "ALTA Statement" or such other documentation as the Title Company may reasonably require to omit from the Owner's Title Policy mechanic's liens exceptions and to limit parties in possession to tenants under the Leases; Section 4.4

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all ▇▇▇▇▇▇▇ Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))provided, in immediately available wire transferred funds pursuant to Section 1.4 1.5 above, it being agreed that at Closing, (i) if Seller did not elect to deliver Closing the Letter of Credit pursuant to Section 1.5(a), the Earn▇▇▇ ▇▇▇▇▇▇▇ Money ey shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”; (b) deliver to join Seller a duly executed original counterpart in execution of the Conveyance Documentinstruments described in Sections 4.2(c), 4.2(d), and 4.2(f) above; (c) deliver to Seller a letter duly executed original counterpart by Purchaser in the form attached hereto as Schedule 4.3(c) , confirming that Purchaser is a Real Estate Operating Company under the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the Approved Leaseregulations promulgated thereunder, if applicableand, in the event Purchaser is unable or unwilling to make such a representation, Purchaser shall be deemed to be in default hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Earn▇▇▇ ▇▇▇ey; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shallwill: (a) pay to Seller the full amount balance of the Purchase Price as increased or decreased by prorations and adjustments as herein provided (includingPrice, without limitation, a proration credit for all ▇▇▇▇▇▇▇ Money, if Seller elected to deliver good funds pursuant to Section 1.5(a)), in immediately available wire transferred funds pursuant to Section 1.4 above, it being agreed that at Closing, (i) if Seller did not elect to deliver after application of the Letter of Credit pursuant to Section 1.5(a), the ▇E▇▇▇▇▇▇ Money shall be delivered and any interest earned thereon, in the manner and subject to Seller the adjustments and applied towards payment of the Purchase Price, credits described in Article 2 and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”Section 9.4; (b) deliver to join Seller a duly executed original counterpart in execution of the Conveyance Documentinstruments described in subsections 9.2(c), (d), (e), (g), (l), (n) and the Withholding Escrow Agreement described in (o); (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicableIntentionally deleted; (d) deliver to Seller the Certificate of Release in the form of Exhibit E; (e) deliver to Seller such evidence as Seller's ’s counsel and/or the Title Company Insurer may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (f) deliver to Seller a certificate of Purchaser, dated as of the Closing, certifying that the representations and warranties of Purchaser contained in Article 6 are true, complete and correct in all material respects as of the Closing; and (eg) deliver such additional documents as shall be are reasonably required to consummate the transaction contemplated by this Agreement, provided such additional documents do not impose upon Purchaser any additional obligations or expenses not otherwise provided for hereunder.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all ▇▇▇▇▇▇▇ Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))provided, in immediately available wire transferred funds pursuant to Section 1.4 1.5 above, it being agreed that at Closing, (i) if Seller did not elect to deliver Closing the Letter of Credit pursuant to Section 1.5(a), the Earn▇▇▇ ▇▇▇▇▇▇▇ Money ey shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”; (b) deliver to join Seller a duly executed original counterpart in execution of the Conveyance Documentinstruments described in Sections 4.2(c), 4.2(d), 4.2(e), and 4.2(g) above; (c) deliver to Seller a letter duly executed original counterpart by Purchaser, confirming that Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of the Approved LeaseEmployee Retirement Income Security Act of 1974 ("ERISA"), if applicableand, in the event Purchaser is unable or unwilling to make such a representation, Purchaser shall be deemed to be in default hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Earn▇▇▇ ▇▇▇ey; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller deposit with the Escrow Agent the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (includingprovided, without limitation, a proration credit for all ▇▇▇▇▇▇▇ Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))on the Closing Date, in immediately available federal funds to be wire transferred funds to Seller’s Account pursuant to Section 1.4 1.6 above, it being agreed that at Closing, (i) if Seller did not elect to deliver the Letter of Credit pursuant to Section 1.5(a), Closing the ▇▇▇▇▇▇▇ Money shall be delivered to Seller by wire transfer of immediately available funds to Seller’s Account and applied towards payment of the Purchase Price. If the full amount of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Creditas increased or decreased as provided herein, is not wire transferred by the Escrow Agent and credited to Seller’s Account no later than 4:00 p.m. (local time at the Property) on the Closing Date, then all income and expenses in connection with the operation of the Property shall return be re-apportioned, such re-apportionment to be conducted pursuant to the Letter terms of Credit Section 4.4, as of 12:01 a.m. (local time at the Property) on such day the funds are credited to Purchaser, marked “Canceled”the Seller’s Account; (b) deliver to join Seller a duly executed original counterpart in execution of the Conveyance Documentinstruments described in Sections 4.2(c), 4.2(e) and 4.2(g) above; (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable; (d) deliver to Seller such evidence as Seller's ’s counsel and/or the Title Company Agent may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (ed) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price Price, as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all ▇▇▇▇▇▇▇ Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))provided, in immediately available wire transferred funds pursuant to Section 1.4 1.5 above, it being agreed that at Closing, (i) if Seller did not elect to deliver Closing the Letter of Credit pursuant to Section 1.5(a), the Earn▇▇▇ ▇▇▇▇▇▇▇ Money ey shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”; (b) deliver to Seller a letter duly executed original counterpart by Purchaser, confirming that Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of the Conveyance DocumentEmployee Retirement Income Security Act of 1974 ("ERISA"), and, in the event Purchaser is unable or unwilling to make such a representation, Purchaser shall be deemed to be in default hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Earn▇▇▇ Money; (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (ed) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price as increased in cash or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all ▇▇▇▇▇▇▇ Money, if Seller elected to deliver good funds pursuant to Section 1.5(a)), in immediately available wire transferred funds pursuant to Section 1.4 abovefunds, it being agreed that at Closing, (i) if Seller did not elect to deliver the Letter of Credit pursuant to Section 1.5(a), the ▇E▇▇▇▇▇▇ Money shall be delivered to Seller at Closing and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”;. (b) deliver to join with Seller a duly executed original counterpart in execution (and acknowledgement, if applicable) of the Conveyance Documentinstruments described in sections 4.2(c), 4.2(d), and 4.2(e); (c) deliver to Seller an Agreement Regarding Disclaimers in the form of Exhibit J attached hereto and made a duly part hereof for all purposes executed original counterpart of the Approved Lease, if applicable;by Purchaser; and (d) deliver to Seller such evidence as Seller's counsel and/or and the Title Company may evidence reasonably require as satisfactory to the Title Company and Seller evidencing Purchaser’s existence and authority of to comply with the terms and conditions contained in this Agreement together with evidence that the person or persons executing the Closing documents on behalf of Purchaser; andhas full right, power and authority to do so; (e) if this Agreement has been assigned such that a party other than the original Purchaser is taking title to the Property at Closing, and if requested by Seller, execute and deliver to Seller an agreement identical in form and substance to that certain Earn-Out Agreement dated on or about the date of this Agreement executed between Seller and Purchaser. (f) deliver such additional other documents as shall may be reasonably required necessary or appropriate to consummate effect the transaction contemplated by consummation of the transactions which are the subject of this Agreement.

Purchaser’s Obligations at Closing. At Not later than one (1) business day prior to Closing (except for the funds described in Section 4.3(a), which shall be delivered on the day of the Closing), Purchaser shallshall deliver to Title Company: (a) pay to Seller the full amount of the Purchase Price applicable to each of the Properties which are the subject of such Closing (less a pro rata portion of the ▇▇▇▇▇▇▇ Money (based on the Purchase Price for the Properties which are the subject of the Closing as compared to the total Purchase Price for all of the Properties), as increased or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all ▇▇▇▇▇▇▇ Money, if Seller elected to deliver good funds pursuant to Section 1.5(a))provided, in immediately available wire transferred funds pursuant to Section 1.4 above1.5 hereof, it being agreed that at Closing, (i) if Seller did not elect to deliver the Letter Closing a pro rata portion of Credit pursuant to Section 1.5(a), the ▇▇▇▇▇▇▇ Money shall be delivered to Seller and applied towards payment of the Purchase Price, and Price (ii) if Seller elected with the balance of the ▇▇▇▇▇▇▇ Money to deliver be retained in Escrow for application to the Letter Purchase Price for the balance of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”Properties); (b) deliver to Seller a four (4) original counterparts of the instruments described in Sections 4.2(b), 4.2(c), 4.2(d) and 4.2(j) hereof duly executed original counterpart of the Conveyance Documentby Purchaser; (c) deliver to Seller a duly executed original counterpart of the Approved Lease, if applicable; (d) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; (d) the 12907 Loan Assumption Documents, duly executed by Purchaser; and (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.

Purchaser’s Obligations at Closing. At Closing, Purchaser shall: (a) pay to Seller the full amount of the Purchase Price as increased in cash or decreased by prorations and adjustments as herein provided (including, without limitation, a proration credit for all ▇▇▇▇▇▇▇ Money, if Seller elected to deliver good funds pursuant to Section 1.5(a)), in immediately available wire transferred funds pursuant to Section 1.4 1.5 above, it being agreed that at Closing, (i) if Seller did not elect to deliver Closing the Letter of Credit pursuant to Section 1.5(a), the Earn▇▇▇ ▇▇▇▇▇▇▇ Money ey shall be delivered to Seller and applied towards payment of the Purchase Price, and (ii) if Seller elected to deliver the Letter of Credit, the Escrow Agent shall return the Letter of Credit to Purchaser, marked “Canceled”; (b) deliver to join Seller a duly executed original counterpart in execution of the Conveyance Documentinstruments described in Sections 4.2(b), 4.2(c), 4.2(d) and 4.2(e) above; (c) deliver to Seller a duly Certificate Regarding Disclaimers in the form of Exhibit H attached hereto and made a part hereof, executed original counterpart of the Approved Lease, if applicableby Purchaser and its counsel; (d) deliver to Seller a separate letter in the form of Exhibit I attached hereto and made a part hereof, duly executed by Purchaser, confirming that Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), and, in the event Purchaser is unable or unwilling to make such a representation, Purchaser shall be deemed to be in default hereunder, and Seller shall have the right to terminate this Agreement and to receive and retain the Earn▇▇▇ ▇▇▇ey; and (e) deliver to Seller such evidence as Seller's counsel and/or the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and (e) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement.