Common use of Transactions to be Effected Clause in Contracts

Transactions to be Effected. At each individual Closing: (a) The applicable Seller shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent (collectively, the “Seller Closing Documents”): (i) a limited or special warranty deed in a form reasonably acceptable to Sellers and Buyer, subject to the Permitted Exceptions; (ii) a ▇▇▇▇ of sale in a form of Exhibit B attached hereto; (iii) an assignment and assumption agreement as to the Leases, in the form of Exhibit C attached hereto (the “Assignment of Leases”); (iv) an assignment and assumption agreement as to the Contracts and Intangible Property, in the form of Exhibit D attached hereto (the “General Assignment”); (v) a certificate stating such Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; (vi) a notice, which Buyer may send to each of the tenants of an Acquired Property informing the tenants of the sale of the Property and directing that all rent and other sums payable under such tenant's lease or sublease is to be paid as set forth in the notice; (vii) a vendor’s certificate in form acceptable to Seller and sufficient for the Title Company to delete the standard "non-survey" exceptions from each owner's policy of title insurance; such evidence of such Seller’s power and authority; and such other documents and agreements as the Title Company may reasonably require in order to issue each owner’s policy of title insurance; (viii) a closing statement; (ix) all keys, access codes or combinations applicable to the Property; (x) a rent roll for each Acquired Property certified as of the applicable Closing as true and correct to Seller’s knowledge prepared by Seller; (xi) a certificate (the "Closing Survey Certificate") stating that, since the Merger Date, Seller has not modified the boundaries of the Property or materially modified the exterior of any buildings on the Property, or to the extent that such modifications have been made, a disclosure statement regarding the same; (xii) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located (including, as applicable, (i) all transfer declarations, (ii) such forms, if any, as may be required to provide for withholding from Sellers net proceeds of sale as required to comply with taxation requirements of each jurisdiction in which a Property is located, and (iii) a bulk sales stop order (or like documentation) issued by the Department of Revenue of each state); (xiii) as applicable to such Closing, the documentation required to be executed and delivered in connection with the assumption by Buyer of any Assumed Financing; (xiv) a certificate reaffirming as of the applicable Closing the representations and warranties of such Seller set forth in this Agreement, subject to any disclosures or modifications; and (xv) such other documents and certificates as Buyer or its counsel may reasonably request at no material cost or liability to Sellers to consummate the transactions contemplated by this Agreement. (b) Buyer shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent (collectively, the “Buyer Closing Documents”): (i) a certificate reaffirming as of the applicable Closing the representations and warranties of Buyer set forth in this Agreement, subject to any disclosures or modifications; (ii) a counterpart to each Assignment of Leases; (iii) a counterpart to each General Assignment; (iv) a closing statement; (v) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located; (vi) as applicable to such Closing, the documentation required to be executed and delivered in connection with the assumption by Buyer of any Assumed Financing; and (vii) such other documents and certificates as Sellers or their counsel may reasonably request at no material cost or liability to Buyer to consummate the transactions contemplated by this Agreement. (c) Buyer and Sellers shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent such documents as the Title Company may reasonably require to establish the authority of Buyer and Sellers, respectively, to complete the Closing.

Transactions to be Effected. At each individual Closing: (a) The applicable Seller shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent (collectively, the “Seller Closing Documents”): (i) a limited or special warranty deed in a form reasonably acceptable to Sellers and Buyer, subject to the Permitted Exceptions; (ii) a ▇▇▇▇ of sale in a form of Exhibit B attached hereto; (iii) an assignment and assumption agreement as to the Leases, in the form of Exhibit C attached hereto (the “Assignment of Leases”); (iv) an assignment and assumption agreement as to the Contracts and Intangible Property, in the form of Exhibit D attached hereto (the “General Assignment”); (v) a certificate stating such Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; (vi) a notice, which Buyer may send to each of the tenants of an Acquired Property informing the tenants of the sale of the Property and directing that all rent and other sums payable under such tenant's ’s lease or sublease is to be paid as set forth in the notice; (vii) a vendor’s certificate in form acceptable to Seller and sufficient for the Title Company to delete the standard "“non-survey" ” exceptions from each owner's ’s policy of title insurance; such evidence of such Seller’s power and authority; and such other documents and agreements as the Title Company may reasonably require in order to issue each owner’s policy of title insurance; (viii) a closing statement; (ix) all keys, access codes or combinations applicable to the Property; (x) a rent roll for each Acquired Property certified as of the applicable Closing as true and correct to Seller’s knowledge prepared by Seller; (xi) a certificate (the "“Closing Survey Certificate"”) stating that, since the Merger Date, Seller has not modified the boundaries of the Property or materially modified the exterior of any buildings on the Property, or to the extent that such modifications have been made, a disclosure statement regarding the same; (xii) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located (including, as applicable, (i) all transfer declarations, (ii) such forms, if any, as may be required to provide for withholding from Sellers net proceeds of sale as required to comply with taxation requirements of each jurisdiction in which a Property is located, and (iii) a bulk sales stop order (or like documentation) issued by the Department of Revenue of each state); (xiii) as applicable to such Closing, the documentation required to be executed and delivered in connection with the assumption by Buyer of any Assumed Financing; (xiv) a certificate reaffirming as of the applicable Closing the representations and warranties of such Seller set forth in this Agreement, subject to any disclosures or modifications; and (xv) such other documents and certificates as Buyer or its counsel may reasonably request at no material cost or liability to Sellers to consummate the transactions contemplated by this Agreement. (b) Buyer shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent (collectively, the “Buyer Closing Documents”): (i) a certificate reaffirming as of the applicable Closing the representations and warranties of Buyer set forth in this Agreement, subject to any disclosures or modifications; (ii) a counterpart to each Assignment of Leases; (iii) a counterpart to each General Assignment; (iv) a closing statement; (v) any additional documents Title Company may reasonably require for the proper consummation of the transactions contemplated by this Agreement or that may be usual and customary in closing similar transactions in the state in which such Property is located; (vi) as applicable to such Closing, the documentation required to be executed and delivered in connection with the assumption by Buyer of any Assumed Financing; and (vii) such other documents and certificates as Sellers or their counsel may reasonably request at no material cost or liability to Buyer to consummate the transactions contemplated by this Agreement. (c) Buyer and Sellers shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, to the Escrow Agent such documents as the Title Company may reasonably require to establish the authority of Buyer and Sellers, respectively, to complete the Closing.