Asset Transfer Transactions. All of the Asset Transfer Transactions shall have been duly consummated pursuant to the terms of this Agreement and the Asset Transfer Documents.
Asset Transfer Transactions. 2.6.1 Schedule 2.6 attached hereto sets forth the steps and conditions required to cause each Transferred Subsidiary Asset and Transferred Asset to be transferred to the applicable Buyer Party or Buyer Designee and the allocable portion of the Cash Purchase Price and the ERPOP Equity Consideration or the AVB Equity Consideration to be paid in exchange for each such Transferred Subsidiary Asset. Immediately prior to the Initial Closing (as described in Section 2.1.1), or at any Extension Closing Date (with respect to any Deferred Closing Asset for which an Extension Closing will occur), Seller shall (and LBHI shall cause Seller and the applicable Archstone Entities to) take all applicable actions set forth on Schedule 2.6, including the execution and delivery of all resolutions, bills of sale, deeds, assignments, and other conveyance documents contemplated by the transactions set forth on Schedule 2.6, in form and substance reasonably satisfactory to Seller (the “Asset Transfer Documents”), provided that the Buyer Parties shall deliver proposed forms of all such documents a reasonable period in advance of the Initial Closing and the Asset Transfer Documents shall comply in all respects with Section 2.6.3.
Asset Transfer Transactions. Seller shall have taken, or shall have caused the applicable Archstone Entities to have taken, and LBHI shall have caused Seller or the applicable Archstone Entities to have taken, all actions required by Section 2.6 immediately prior to the Initial Closing in all material respects (it being agreed that the actions provided for in Section 2.6 to be taken by Seller, the Xxxxxx Entities and the Archstone Entities shall be deemed to have been performed in all material respects if the applicable Buyer Parties or their respective Buyer Designees, as set forth in Schedule 2.6, receive, in the sequence provided in Schedule 2.6, the benefit of the assets intended to be conveyed to each of them pursuant to Schedule 2.6); provided, however, that if (a) the condition set forth in this Section 10.1.4 would not be satisfied, and (b) the Losses as a result of the failure of such condition to be satisfied constitute Quantified Losses in an amount less than $250,000,000 (considered together with the cumulative amount of Losses resulting from the failure of the conditions in Sections 10.1.1(a), 10.1.2 and 10.1.6 to be satisfied), then, at Seller’s option in its sole discretion, Seller may reduce the Cash Purchase Price in the amount of all such Quantified Losses and the condition set forth in this Section 10.1.4 shall be deemed to be satisfied (and, for the avoidance of doubt, without any corresponding adjustment to the ERPOP Equity Consideration or the AVB Equity Consideration, but the result of the decreased Cash Purchase Price shall be a corresponding decrease in the Purchase Price).
Asset Transfer Transactions. The applicable Buyer Party or Buyer Designee shall have cooperated with Seller, the Xxxxxx Entities or the applicable Archstone Entities with respect to, and to the extent applicable, have taken all actions set forth on Schedule 2.6 immediately prior to the Initial Closing in all material respects provided that all requested actions satisfy the requirements of Section 2.6; provided, however, that if (a) the condition set forth in this Section 11.1.4 would not be satisfied, and (b) the Losses as a result of the failure of such condition to be satisfied constitute Quantified Losses in an amount less than $250,000,000 (considered together with the cumulative amount of Losses resulting from the failure of the conditions in Sections 11.1.1(a), 11.1.2 and 11.1.6 to be satisfied), then, at the Buyer Parties’ option in their sole discretion, the Buyer Parties may increase the Cash Purchase Price in the amount of all such Quantified Losses and the condition set forth in this Section 11.1.4 shall be deemed to be satisfied (and, for the avoidance of doubt, without any corresponding adjustment to the ERPOP Equity Consideration or the AVB Equity Consideration, but the result of the increased EQR Cash Purchase Price Portion or AVB Cash Purchase Price Portion shall be a corresponding increase in the Purchase Price).
Asset Transfer Transactions. As soon as practicable after the date hereof, but in no event more than 15 days after the date hereof Seller will cause Target to contribute or otherwise transfer to Christiana OREO, LLC all of the Transferred Assets and all right, title and interests related thereto. Immediately prior to Closing, Seller will (i) cause Target to distribute or otherwise transfer to Seller or its Affiliates all of Target’s equity interests in Christiana OREO, LLC and (ii) simultaneously with such distribution or other transfer, Seller will transfer $3,525,000, in cash, to Target. At Buyer’s option and upon its request, at Closing Seller will purchase from Target receivables for trust account fees or similar fees reflected on the books and records of Target that are more than 90 days past due and payable as of the Closing Date. The transactions referred to in the preceding three sentences of this Section 5.02 shall be referred to collectively herein as the “Asset Transfer Transactions.”
