Sellers’ Closing Documentation and Requirements Sample Clauses
The Sellers’ Closing Documentation and Requirements clause outlines the specific documents and actions that the seller must provide or complete at the closing of a transaction. Typically, this includes delivering deeds, affidavits, title documents, and any other materials necessary to transfer ownership and fulfill contractual obligations. By clearly listing these requirements, the clause ensures that all necessary legal and administrative steps are completed, thereby facilitating a smooth transfer of property and reducing the risk of post-closing disputes.
Sellers’ Closing Documentation and Requirements. At Closing, Seller shall deliver the following to Buyer:
9.2.1 a special warranty deed, duly executed and acknowledged, conveying to Buyer fee simple title to the Coliseum Centre One Land and the Coliseum Centre Two Land, together with the improvements located thereon and the easements and other rights and appurtenances thereto, in the form attached hereto as Exhibit I (provided that each applicable Seller shall provide a separate deed at Closing, and each deed shall be modified to the extent necessary to reflect the different ownership of different portions of the Real Property);
9.2.2 an assignment and assumption agreement for each of the One CC Leasehold Estate and the Two CC Leasehold Estate, including all interests of “lessor” and “lessee” under the One CC Ground Lease and the Two CC Ground Lease, in the form attached hereto as Exhibit J (the “Ground Lease Assignment”);
9.2.3 a Blanket Transfer, Assignment, and ▇▇▇▇ of Sale, duly executed and acknowledged, transferring to Buyer all of the Personal Property, Approvals, and Intangibles, in the form attached hereto as Exhibit F;
9.2.4 a lease assignment, duly executed and acknowledged, transferring to Buyer all of Seller’s interest in the Existing Leases, any Additional Leases, and all related guaranties, in the form attached hereto as Exhibit G (the “Lease Assignment”);
9.2.5 an affidavit of Seller stating that its United States taxpayer identification number and that it is not a “foreign person” as defined in Section 1445(f)(3) of the Code, and otherwise in the form prescribed by the Internal Revenue Service;
9.2.6 an updated Schedule of Leases for the Property, certified by Seller as being true and correct in all material respects to its actual knowledge, and a copy of Seller’s then current Rent Roll;
9.2.7 a certificate, dated as of the Closing, which is reasonably requested by Buyer and/or Title Company to evidence Seller’s authority to enter into the transaction and to execute and deliver the documents contemplated herein;
9.2.8 written notices, executed by Seller addressed to each tenant under the Existing and Additional Leases, indicating that the Property has been sold to Buyer and that all tenant security deposits have been transferred to Buyer;
9.2.9 all Tenant Estoppel Certificates obtained by Seller pursuant to Section 8.1.1;
9.2.10 an assignment and assumption of the Service Contracts (the “Assignment of Service Contracts”), duly executed and acknowledged, assigning and transferring to Buye...
Sellers’ Closing Documentation and Requirements. At the Closing, Seller shall deliver the following to Buyer:
11.2.1 a grant deed (the "Deed"), duly executed and acknowledged and in recordable form, conveying to Buyer fee simple title to the Property, subject to the Permitted Exceptions;
11.2.2 a b▇▇▇ of sale, duly executed and acknowledged, transferring to Buyer all of the Personal Property;
11.2.3 an assignment, duly executed and acknowledged, of those items referred to in Sections 3.1 and 3.4 through and including 3.11;
11.2.4 an affidavit stating, under penalty of perjury, Seller's United States taxpayer identification number and that Seller is not a "foreign person" as defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and otherwise in the form prescribed by the Revenue Service;
11.2.5 a certificate, dated as of the Closing, of the Secretary or an Assistant Secretary of the corporate general partner of MLHIRP VI with respect to (i) the resolutions adopted by the Board of Directors of the corporate general partner of MLHIRP VI approving this Agreement and the transaction contemplated hereby and (ii) the incumbency and specimen signature of each officer of the corporate general partner of MLHIRP VI executing this Agreement and the documents set forth in this Section 11.2; and
11.2.6 such other documents and instruments as Buyer may reasonably request in order to consummate the transaction contemplated hereby.
Sellers’ Closing Documentation and Requirements. At the Closing, ----------------------------------------------- Seller shall deliver the following documents ("Seller's Closing Documents")
Sellers’ Closing Documentation and Requirements. At the Closing, Seller shall deliver the following to Buyer:
9.2.1 two (2) quitclaim deeds or such other deed required by the title company issuing the Title Policy in order to obtain the minimum title insurance required to be delivered to Buyer pursuant to this Agreement, one duly executed on behalf of ACBA and the other duly executed on behalf of CPPI, each acknowledged and in recordable form, conveying to Buyer fee simple title to the Land and the Improvements, and each in substantially the form of Exhibit 9.2.1 attached hereto;
9.2.2 two (2) quitclaim bills of sale, one duly executed on behalf of ACBA and the other duly executed on behalf of CPPI, transferring to Buyer all of the Personal Property and each in substantially the form of Exhibit 9.2.2 attached hereto;
9.2.3 an assignment and assumption of the Designated Section 365 Items, including any security deposits and advance rentals and other deposits made thereunder which will be in substantially the form of Exhibit 9.2.3(a) attached hereto for leases and Exhibit 9.2.3(b) for contracts;
9.2.4 an assignment of Intangible Property, duly executed, of those items referred to in Sections 3.3, 3.4, 3.5, 3.6, 3.7 and 3.8 and in substantially the form of Exhibit 9.2.4 attached hereto;
9.2.5 an executed "Consent to Transfer" as required to be executed under the laws of the State of New Jersey to transfer the existing Permits relating to the distribution of liquor at the Property;
9.2.6 an affidavit executed by Seller stating, under penalty of perjury, its United States taxpayer identification number and that Seller is not a "foreign person" as defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and otherwise in the form prescribed by the Internal Revenue Service;
9.2.7 the State of New Jersey Affidavit of Consideration and Exemption;
9.2.8 an assignment and assumption of the Wraparound Mortgage and the Wraparound Mortgage Documents in substantially the form of Exhibit 9.2.8 attached hereto;
Sellers’ Closing Documentation and Requirements. At the Closing, Sellers shall deliver the following to Buyer:
9.2.1 bargain and sale deed, with covenants against grantor's acts, duly executed and acknowledged, conveying to Buyer fee simple title to the Property, subject to the Permitted Exceptions in the form attached hereto as Exhibit N;
9.2.2 a ▇▇▇▇ of sale, duly executed and acknowledged, transferring to Buyer all of the Personal Property in the form attached hereto as Exhibit F;