Agmt10 Las Cruces Holdings, LLC - Laserfiche WebLink

Browse Search

(c) Owner's Representations and Warranties. Owner's representations and warranties as set forth in Paragraph 12 below shall be true and correct as of, and shall be deemed remade by Owner, as of the Agreement Date, as of the expiration of the Feasibility Period, and as the Closing Date. (d) Owner's Performance. Owner shall have performed, observed and complied with all material covenants, agreements and conditions required by this Agreement to be performed, observed and complied with on Owner's part at or prior to the Closing. (e) Title Policy. Escrow Holder shall be ready willing and able to issue to Optionee the Title Policy at the Closing. (f) Owner's Deliveries. Owner shall deliver into the Escrow the following documents (collectively, the "Closing Documents "): (i) the Grant Deed (in the Escrow Holder's standard form) for recordation and delivery to Optionee at the Closing, (ii) an affidavit as required by the Foreign Investment in Real Property Tax Act (in the Escrow Holder's standard form) and a form 593 -C as required by California law, (iii) escrow instructions in form and substance consistent with the requirements herein, (iv) an Assignment and Bill of Sale in the form of Exhibit C attached hereto (the "Assignment "), duly executed by Owner, (v) an Assignment and Assumption of Lease in the form attached hereto as Exhibit D (the "Assignment of Lease "), (vi) a notice letter to the Tenant advising the Tenant of the sale of the Property to Optionee and directing Tenant to pay to Optionee all rent and other sums accruing under the Lease for the period after the Closing executed by Owner, (vii) such duly executed owner's affidavits as may be required by the Escrow Holder to issue the Title Policy at Closing, (viii) all prorations, fees and other amounts to be paid by Owner at Closing, provided that in lieu of depositing such amounts in Escrow, such amounts shall be withheld from the Closing Payment delivered to Owner in accordance with Owner's approved closing statement; (ix) such evidence as the Escrow Holder may reasonably require as to the authority of the person or persons executing documents on behalf of Owner; and (x) such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement. (g) Estoppel Certificate. On or before November 15, 2010, Owner shall have obtained and delivered to Optionee an estoppel certificate in the form required by the Lease or, if the form is not specified in the Existing Lease, in substantially the form attached to this Agreement as Exhibit F, but not including any information or statements not required by the Lease, duly executed by the Tenant (the "Estoppel Certificate "). Prior to delivering the Estoppel Certificate to Tenant for review and execution, Owner shall deliver a draft of the Estoppel Certificates to Optionee for review and approval, and Optionee will have five (5) business days after receipt to review the draft Estoppel Certificate and to notify Owner of any requested corrections or additions thereto, provided Optionee shall not have the right to require any additions or changes that are not required by the Lease. The Estoppel Certificate shall be considered satisfactory only if is executed by the Tenant, is dated no earlier than November 30, 2010, and, in the reasonable opinion of Optionee, does not list any material events of default, describe any material differences in lease information from what is provided by Owner pursuant to this Agreement, or set forth any material adverse matter. Following delivery to Optionee of the executed Estoppel Certificate, if requested by Optionee Owner shall use commercially Option Agreement 50 Chemical 10.5.2010 v. 8 14