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SEC Filings

10-K
AMAZON COM INC filed this Form 10-K on 01/30/2013
Entire Document
 


8.2.1 Closing Documents. Seller shall execute, acknowledge (if necessary) and deliver (or caused to be executed and/or delivered) originals of the following documents:

8.2.1.1 Statutory Warranty Deed substantially in the form of Exhibit D hereto (“Deed”);

8.2.1.2 Bill of Sale, substantially in the form of Exhibit E hereto;

8.2.1.3 Assignment and Assumption Agreement with respect to the Leases and Licenses, substantially in the form of Exhibit F-1 hereto;

8.2.1.4 Assignment and Assumption Agreement with respect to the Contracts, substantially in the form of Exhibit F-2 hereto (“Assignment and Assumption Agreement”);

8.2.1.5 Certificate of Non-Foreign Status, substantially in the form of Exhibit G hereto;

8.2.1.6 Tenant Estoppels from each tenant under the Leases and each licensee under the Licenses as required by Section 6.4 above, and in the event the tenant refuses to provide one, then the Seller shall provide a Landlord Estoppel for such tenant;

8.2.1.7 Letters to each tenant under the Leases and each licensee under the Licenses, substantially in the form of Exhibit H hereto, notifying tenants and licensees of the conveyance of the Property to Purchaser and advising them that, after the Closing Date, all future payments of rent are to be made to Purchaser or at Purchaser’s direction;

8.2.1.8 Settlement statement prepared by Escrow Agent showing all of the payments, adjustments and prorations provided for in Section 8.5 of this Agreement or otherwise agreed upon by Seller and Purchaser (the “Settlement Statement”);

8.2.1.9 Such transfer tax forms as may be required as a condition to the recordation of the Deed or as may be required in connection with the transfer of the Property, including a Real Estate Excise Tax Affidavit with respect to the real estate excise taxes applicable to the purchase and sale transaction and a Sales/Use Tax Return with respect to the sales/use tax due on the tangible Personal Property;

8.2.1.10 Subject to Section 7.1.3 of this Agreement, a certificate signed by Seller stating that each of Seller’s representations and warranties contained in Section 5.1 of this Agreement is true and correct in all material respects, provided, however, that if any of the representations and warranties have changed since the Effective Date, then Seller shall revise the representations and warranties to conform to the changed circumstances and shall set forth such changed representations and warranties in such certificate;

 

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