9-9-19 Special Meeting - Laserfiche WebLink

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(a) Place and Date of Closing. The consummation of the transactions contemplated under this Agreement (the "Closing") shall occur within forty-five (45) days of the Effective Date of this Agreement (the "Closing Date"), at the offices of Buyer's Attorney; provided, however, Buyer may close at any time following the Effective Date of this Agreement upon five (5) days prior written notice to Seller of Buyer's election to close. Time is of the essence with respect to the Closing Date. (b) Seller's Instruments. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following items: (i) A general warranty deed executed by Seller conveying to Buyer fee simple title to the Property (the "Deed"), subject only to (A) ad valorem real property taxes and assessments for the year of Closing and for subsequent years, (B) all easements, covenants, conditions, restrictions and other agreements of record, (C) all matters which would be disclosed by a recent and accurate survey of the Property, and (D) municipal, zoning and subdivision laws and ordinances. The Deed shall convey the Property by the legal description of the Property as acquired by Seller. (ii) A non -foreign status affidavit executed by Seller. (iii) A closing statement duly executed by Seller setting forth the prorations and adjustments required by this Agreement or otherwise agreed to by Buyer and Seller. (iv) A certificate containing the information necessary to complete a 1099-S Form. (v) An NCLTA Form lien waiver covering periods during Seller's ownership of the Property. (vi) A warranty bill of sale (the `Bill of Sale"), as applicable, conveying any personal property to be conveyed to Buyer hereunder. (vii) A transfer and assignment of any assignable Permits (provided that Buyer pays any applicable transfer fees). (viii) A transfer and assignment of all assignable Warranties. Seller shall use commercially reasonable efforts to cause the applicable service and material providers to acknowledge the assignment to Buyer to the extent required by the terms of any applicable warranty or guaranty, such as the roof warranty. (ix) A resolution or other evidence satisfactory to Buyer's title company of the approval of this transaction by the managers of Seller, and Seller's authority to execute and deliver the closing documents and an order of any court, including any bankruptcy court with jurisdiction over the Seller or Seller's property, approving the sale to Buyer. (x) A statement certifying that all of the representations and warranties contained in Paragraph 9 are true and correct as of the Closing Date. (xi) Any other documents reasonably required by Buyer or Buyer's title company. (c) Buyer's Instruments. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following items: 999999.009-2231269v3 4