Common use of Acquiror's Deliveries Clause in Contracts

Acquiror's Deliveries. At Closing, the Acquiror shall pay or deliver to the Contributor the following: (a) The Contribution Consideration. (b) The Assignment and Assumption Agreement. (c) The certificates representing Contributor's ownership of the Preferred Partnership Units described in Section 2.6. (d) The fully executed Acquiror's Second Amended Partnership Agreement. (e) A legal opinion from Hunton & Willxxxx xx a form satisfactory to Contributor's counsel stating that: (i) this Agreement, and each agreement referred to in this Agreement which Innkeepers shall execute and deliver in connection with the transaction contemplated by this Agreement, have been duly authorized by all necessary action on the part of Innkeepers, have been duly executed and delivered by the Innkeepers, constitute the valid and binding agreements of Innkeepers and are enforceable in accordance with their respective terms; (ii) that the Acquiror's Second Amended Partnership Agreement has been duly adopted and is in full force and effect; (iii) the Preferred Partnership Units are duly authorized, and will be validly issued and outstanding when delivered in accordance with this Agreement; and (iv) the appointment of Jack X. XxXxxx xx the Board of Trustees of Innkeepers is effective. (f) The opinion of Hunton & Willxxxx xx the form of Item 7 of the Master Addendum that, to the extent that the Contributor receives Preferred Partnership Units (as opposed to cash consideration pursuant to Section 6.4 or otherwise) in connection with the transfer of the Property to the Acquiror (i) such transfer will be characterized as a tax-free contribution to Acquiror by Contributor under Section 721 of the Code and (ii) for Contributor and those partners of Contributor who execute the Guaranty Agreement, such transfer will not result in the recognition of income or gain associated with the portion of any negative capital account balance allocable to the Preferred Partnership Units (as opposed to cash consideration) upon closing of the contribution (to the extent that the aggregate negative capital account balance for which tax deferral is sought does not exceed the aggregate amount of debt that is guaranteed pursuant to the Guaranty Agreement). (g) A fully executed copy of the lease of the Property to JF Hotel, Inc., or its Affiliate, substantially similar to the Innkeepers Lease, except with respect to rent formulas and term, set forth as Item 6 of the Master Addendum. (h) Any other document or instrument reasonably requested by the Contributor, provided at the expense of Contributor, except as to items set forth in Section 6.4, or required hereby.