Common use of Sellers’ Closing Documentation and Requirements Clause in Contracts

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 Buyer all right, title and interest of Seller in and to, and all post-Closing obligations of the owner of the Property under, the Service Contracts to be assumed by Buyer pursuant to the terms of Section 3.4, in the form set forth on Exhibit K attached hereto, as the same may be reasonably modified to address any Service Contracts that cover both the Property and other property within Coliseum Centre Office Park; 9.2.11 all good standing certificates and other governmental certificates (if any) required of Seller under the Title Commitment; 9.2.12 a written notice to Escrow Agent pursuant to Section 3.1 of the Escrow Agreement; 9.2.13 affidavits as may be reasonably required by the Title Company in connection with issuance of the Title Policy (i) attesting to the absence of any unrecorded mechanics’ or materialmen’s liens arising from work performed at the direction of Seller at the Property and (ii) certifying that to its knowledge there are no tenants in possession of the Property under unrecorded leases for less than three (3) years (other than the tenants under leases identified in the Lease Assignment and subtenants of such tenants), and such other documents as may reasonably be required by the Title Company that are customary for similar transactions in the Charlotte, North Carolina market in order for the Title Company to issue the Title Policy subject only to the Permitted Exceptions; provided Seller shall not be required to provide any indemnities unless it elects to do so in its sole and absolute discretion; 9.2.14 a closing statement which memorializes the financial transactions contemplated in this Agreement; 9.2.15 the Parking Deck Completion Materials; 9.2.16 the Escrow Assignment Agreement (as hereinafter defined); 9.2.17 the Parking Deck Punch-List Completion Documents; and 9.2.18 the Post-Closing Holdback/Escrow Agreement, if applicable.

Sellers’ Closing Documentation and Requirements. At the 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 LandProperty, 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 subject only to the extent necessary to reflect the different ownership of different portions of the Real Property)Permitted Exceptions; 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 Salesale, duly executed and acknowledged, transferring to Buyer all of the Personal Property, Approvals, and Intangibles, Property in the form attached hereto as Exhibit FG; 9.2.4 9.2.3 a lease assignmentassignment and assumption, duly executed and acknowledged, transferring to Buyer all of Seller’s interest in the Existing Leases, any Additional Leases, and all related guaranties, Lease in the form attached hereto as Exhibit G H (the “Lease Assignment”); 9.2.5 9.2.4 an affidavit of Seller stating that stating, under penalty of perjury, 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 9.2.5 a current Schedule of Leases the Lease for the Property, Property certified by Seller as being true Seller; 9.2.6 executed original or certified copies of the Lease and correct in all material respects the Service Contracts, to its actual knowledge, and a copy of the extent within Seller’s then current Rent Rollpossession or subject to Seller’s control; 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 noticesnotice, executed by Seller addressed to each tenant under the Existing and Additional Leases, Tenant indicating that the Property has been sold to Buyer and that all the tenant security deposits have deposit under the Lease has been transferred to Buyer; 9.2.9 all 9.2.8 the Tenant Estoppel Certificates Certificate obtained by Seller pursuant to Section 8.1.1; 9.2.10 9.2.9 an assignment and assumption of the Service Contracts (the “Assignment of Service Contracts”), duly executed and acknowledged, assigning and transferring to Buyer all right, title and interest of Seller in and to, and all post-Closing closing obligations of the owner of the Property under, the Service Contracts (excluding any Service Contracts terminated prior to be assumed by Closing); 9.2.10 an assignment of the Intangible Property (the “Assignment of Intangible Property”), assigning and transferring to Buyer pursuant all right, title and interest of Seller in and to the terms of Section 3.4, Intangible Property in the form set forth on attached as Exhibit K attached hereto, as the same may be reasonably modified to address any Service Contracts that cover both the Property and other property within Coliseum Centre Office ParkI; 9.2.11 all good standing certificates and other governmental certificates (if any) required of Seller under the Title Commitment; 9.2.12 a written notice to Escrow Agent pursuant to Section 3.1 of the Escrow Agreement; 9.2.13 affidavits as an Affidavit of Property Value, duly executed and acknowledged; 9.2.14 a Seller’s executed ALTA statement, Owner’s Affidavit or similar statement which may be reasonably required by the Title Company in connection with issuance of the Title Policy (i) attesting to the absence of any unrecorded mechanics’ or materialmen’s liens arising from work performed at the direction of Seller at the Property and (ii) certifying that to its knowledge there are no tenants in possession of the Property under unrecorded leases for less than three (3) years (other than the tenants under leases identified in the Lease Assignment and subtenants of such tenants), and such other documents as may reasonably be required by the Title Company that are customary for similar transactions in the Charlotte, North Carolina market in order for to omit from the Title Policy any exceptions for unfiled mechanics’, materialmen’s or similar liens, and parties in possession (other than Tenant); 9.2.15 such other Seller’s affidavits acceptable to Title Company as it may reasonably require to issue the Title Policy subject only to the Permitted Exceptions; provided Seller shall not be required to provide any indemnities unless it elects to do so in its sole and absolute discretion; 9.2.14 a closing statement which memorializes the financial transactions contemplated in this Agreement; 9.2.15 the Parking Deck Completion Materials; 9.2.16 the Escrow Assignment Agreement (as hereinafter defined); 9.2.17 the Parking Deck Punch-List Completion DocumentsPolicy; and 9.2.18 9.2.16 such other documents and instruments as Buyer may reasonably request in order to consummate the Post-Closing Holdback/Escrow Agreement, if applicabletransaction contemplated hereby.

Sellers’ Closing Documentation and Requirements. At the Closing, Seller Sellers shall deliver the following to Buyer: 9.2.1 a special warranty bargain and sale deed, with covenants against grantor's acts, duly executed and acknowledged, conveying to Buyer fee simple title to the Coliseum Centre One Land 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 H; 9.2.3 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer the landlord’s interest under the Occupancy Leases and the Coliseum Centre Two Land, together with the improvements located thereon and the easements and other rights and appurtenances theretoAdditional Occupancy Leases (if any), 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 “Assignment of different portions of the Real PropertyOccupancy Leases”); 9.2.2 an 9.2.4 a lease assignment and assumption agreement for each of assumption, duly executed and acknowledged, transferring to Buyer the One CC Leasehold Estate and the Two CC Leasehold Estate, including all interests of “lessor” and “lessee” landlord’s interest under the One CC Ground Lease and the Two CC Ground Land Lease, in the form attached hereto as Exhibit J (the “Ground Landlord’s Land Lease Assignment”); 9.2.3 9.2.5 a Blanket Transfer, Assignment, lease assignment and ▇▇▇▇ of Saleassumption, duly executed and acknowledged, transferring to Buyer all of the Personal Property, Approvals, and Intangiblestenant’s interest under the Building Lease, in the form attached hereto as Exhibit FK (the “Tenant’s Building Lease Assignment”); 9.2.4 9.2.6 a lease assignmentassignment and assumption, duly executed and acknowledged, transferring to Buyer all of SellerBuyer’s Tax Exemption Entity, the tenant’s interest in under the Existing Leases, any Additional Leases, and all related guarantiesLand Lease, in the form attached hereto as Exhibit G L (the “Tenant’s Land Lease Assignment”); 9.2.5 9.2.7 a lease assignment and assumption, duly executed and acknowledged, transferring to Buyer’s Tax Exemption Entity, the landlord’s interest under the Building Lease, in the form attached hereto as Exhibit M (the “Landlord’s Building Lease Assignment”); 9.2.8 an assignment and assumption, duly executed and acknowledged, transferring to Tax Exemption Entity, RT Urban’s interest under the Financial Agreement, in the form attached hereto as Exhibit N (the “Financial Agreement Assignment”); 9.2.9 an affidavit of Seller stating that Sellers stating, under penalty of perjury, 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 9.2.10 executed originals or certified copies of the Occupancy Leases, the Additional Occupancy Leases for (if any), the PropertyLand Lease, certified by Seller as being true the Building Lease, the Financial Agreement and correct in all material respects to its actual knowledge, and a copy of Seller’s then current Rent Rollthe Service Contracts; 9.2.7 9.2.11 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 noticesnotice, executed by Seller Sellers and addressed to each tenant the tenants under the Existing Occupancy Leases and the Additional Leases, Occupancy Leases (if any) indicating that the Property has been sold to Buyer and that all tenant any security deposits have deposit under the Occupancy Leases and the Additional Occupancy Leases (if any) has been transferred to Buyer; 9.2.9 all 9.2.12 the Tenant Estoppel Certificates obtained by Seller Sellers pursuant to Section 8.1.1; 9.2.10 9.2.13 an assignment and assumption of the Service Contracts (the “Assignment of Service Contracts”), duly executed and acknowledged, assigning and transferring to Buyer all right, title and interest of Seller Sellers in and to, and all post-Closing closing obligations of the owner of the Property under, the Service Contracts (excluding any Service Contracts terminated prior to be assumed by Buyer pursuant to the terms of Section 3.4Closing), in the form set forth on attached hereto as Exhibit K attached hereto, as O (the same may be reasonably modified to address any “Assignment of Service Contracts that cover both the Property and other property within Coliseum Centre Office ParkContracts”); 9.2.11 9.2.14 all documents required of ▇▇ ▇▇▇▇▇▇ and Guarantor by Existing Lender in connection with the satisfaction of the Loan Assumption Condition. 9.2.15 all good standing certificates and other governmental certificates (if any) required of Seller Sellers under the Title Commitment; 9.2.12 9.2.16 a written notice to Escrow Agent pursuant to Section 3.1 of the Escrow Agreement; and 9.2.17 an estoppel certificate from the property owners’ association under the Declaration of Covenants and Restrictions for Colgate Center (such Declaration, as amended, the “Declaration”), dated within thirty (30) days of the Closing Date, certifying that: (i) no fees or assessments levied against the Property pursuant to the Declaration are unpaid, (ii) to the knowledge of the certifying party, the Property is not in violation of the Declaration and (iii) the Declaration is in full force and effect. If Sellers are unable to obtain the foregoing estoppel, then Sellers shall execute and deliver to Buyer a substitute certificate, certifying to the matters described in clauses (i)-(iii) of this Section 9.2.17 (such certificate, a “Sellers Declaration Estoppel”). The Sellers Declaration Estoppel shall survive the Closing for one (1) year, and any liability of the Sellers thereunder shall be subject to the limitations and other conditions contained in Section 18 below. The Sellers Declaration Estoppel delivered to Buyer hereunder shall be deemed revoked, null and void, if Sellers subsequently receive, and deliver to Buyer, the estoppel certificate executed by the property owners’ association as described above in this Section 9.2.17; 9.2.13 affidavits 9.2.18 with respect to the letters of credit listed in Exhibit D hereto 9.2.19 (the “Letters of Credit”), deliver to Buyer the Letters of Credit together with an assignment of the Letters of Credit and such other instruments as the issuer(s) of the Letters of Credit shall reasonably require; 9.2.20 such other documents and instruments as Buyer or the Title Company may reasonably request, or as may be reasonably required by the Title Company in connection with issuance of the Title Policy (i) attesting to the absence of any unrecorded mechanics’ or materialmen’s liens arising from work performed at the direction of Seller at the Property and (ii) certifying that to its knowledge there are no tenants in possession of the Property under unrecorded leases for less than three (3) years (other than the tenants under leases identified in the Lease Assignment and subtenants of such tenants)law, and such other documents as may reasonably be required by the Title Company that are customary for similar transactions in the Charlotte, North Carolina market in order for to consummate the Title Company to issue the Title Policy subject only to the Permitted Exceptions; provided Seller shall not be required to provide any indemnities unless it elects to do so in its sole and absolute discretion; 9.2.14 a closing statement which memorializes the financial transactions transaction contemplated in this Agreement; 9.2.15 the Parking Deck Completion Materials; 9.2.16 the Escrow Assignment Agreement (as hereinafter defined); 9.2.17 the Parking Deck Punch-List Completion Documents; and 9.2.18 the Post-Closing Holdback/Escrow Agreement, if applicablehereby.