Common use of At Closing Clause in Contracts

At Closing. (a) Contributor shall execute and deliver an Assignment of Membership Interests, transferring all of its Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreement. (c) Contributor shall amend the operating agreement of the Holding Company to provide for its withdrawal from the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding Company. (d) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect), and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the endorsements required by SCOLP. (e) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (f) Contributor shall deliver to Owner and SCOLP originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner. (g) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalf. (m) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx Entities. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor shall execute and deliver an Assignment of Membership Interests, transferring all of its Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreement. (c) Contributor shall amend the operating agreement of the Holding Company to provide for its withdrawal from the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding Company. (d) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect), and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the endorsements required by SCOLP. (e) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (f) Contributor shall deliver to Owner and SCOLP originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner. (g) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalf. (m) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx Entities. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In , or in the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver satisfactory waivers or releases of any rights of first refusal or options to purchase provided under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor Buyer shall execute and deliver an Assignment of Membership Interests, transferring all of its Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreement. (c) Contributor shall amend the operating agreement of the Holding Company to provide for its withdrawal from the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding Company. (d) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect), and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the endorsements required by SCOLP. (e) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (f) Contributor shall deliver to Owner and SCOLP originals of: (i) deliver to Seller the Tenant Leasesbalance of the Purchase Price in accordance with Paragraph 3(b), including all amendments thereto above; and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans execute and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project deliver, or Owner. (g) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement cause to be executed by and delivered, to Seller (and Title Company, as appropriate) the Xxxxxx Xxxxxx Entities pursuant following, in addition to Section 7.4 herein.all other documents mentioned elsewhere in this Agreement (collectively, Buyer’s Closing Documents”): (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c).To the Title Company: (jA) SCOLP such title affidavit and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution reasonable and delivery customary affidavits and other instruments, organizational documents of this Agreement and all documents to be executed and delivered by SCOLP hereunderBuyer, have been authorized by SCOLP and that all persons partner, member or entities who have executed documents on behalf of SCOLP shareholder consents (if required in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered any instance by the Contributor organizational documents of Buyer or by any governing statute) and good standing certificates, reasonably requested by the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized Title Company evidencing the power and that all persons or entities who have executed documents on behalf authority of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority Buyer to act on their behalf. (m) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as accept conveyance of title to the due authorizationProperty as required under this Agreement, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx Entities. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from insure such statutetitle as contemplated in Paragraph 4 of this Agreement. (oii) Contributor To Seller: (A) Intentionally omitted. (B) Intentionally omitted. (C) Intentionally omitted. (D) Intentionally omitted. (E) Intentionally omitted. (F) Intentionally omitted. (G) [Release of Leasehold Mortgage]. (H) The Office Lease. (I) The Lease Termination Agreement. (J) The License Assignment. (K) The Easement Agreement. (L) The Overlook/ Main Parking Lot License Agreement. (M) The Mountain Pass License Agreement. (N) The Road “C” License Agreement. (O) The Road “G” License Agreement. (P) The Lakeside Parking License Agreement. (Q) Intentionally Omitted. (R) The Equipment Area License Agreement. (S) The Memorandum of Right of First Refusal. (T) In the event the interest of Buyer under this Agreement shall be assigned in any manner permitted under this Agreement, Buyer and such assignee shall deliver to SCOLP Seller an original counterpart of a written assignment and to the Title Company such affidavits, certifications and statements assumption of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitmentthis Agreement. (pU) Contributor, Owner, A settlement statement setting forth the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, Price and all documents to be executed credits and delivered pursuant theretoadjustments. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor Buyer shall execute pay to Seller the Purchase Price and deliver an Assignment of Membership Interests, transferring all of its Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreement. (c) Contributor shall amend the operating agreement of the Holding Company to provide for its withdrawal from the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding Company. (d) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect), and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the endorsements required by SCOLP. (e) Owner and Contributor shall deliver to SCOLP a certificate confirming Seller the truth following documents: i. Certificates representing the 950,000 common shares with transfer signature and accuracy medallion guarantee ii. executed counterparts of their representations the Assignment; iii. executed counterparts of the Closing Statement; and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (f) Contributor shall deliver to Owner and SCOLP originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and iv. such other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned as may be reasonably requested by Owner; and (v) all other documentation currently used in the operation of the Project or Owner. (g) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP Seller in connection with the transaction consummation of the transactions contemplated by this Agreement. Delivery and Condition of the Purchased Assets. Immediately upon completion of the Closing, Seller shall be deemed to have due authority fully and completely transferred to act on Buyer all his rights, title and interest, if any, in, as well as possession, custody and control of, the Purchased Assets. Seller shall not be liable or responsible for any liabilities or obligations of any kind or nature whatsoever arising out of, under, or related to the Purchased Assets from and after the Closing. Buyer agrees that it is purchasing and shall take possession of the Purchased Assets in their behalf. (l) Contributor shall deliver AS IS, WHERE IS condition and acknowledges that it has previously been given the opportunity to SCOLP certificates and has conducted such investigations and inspections of the Purchased Assets as it has deemed necessary or such other instruments reasonably necessary to evidence that appropriate for the execution and delivery purposes of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunderAgreement. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx EntitiesSELLER DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS, in connection with the transaction have due authority to act on their behalfSTATEMENTS, WARRANTIES, OR CONDITIONS OF ANY KIND OR NATURE WHATSOEVER CONCERNING THE PURCHASED ASSETS, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THE FOREGOING) ANY WARRANTIES REGARDING THE OWNERSHIP, CONDITION, QUANTITY AND/OR QUALITY OF ANY OR ALL OF THE PURCHASED ASSETS AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. (m) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx Entities. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor Buyer shall execute and deliver an Assignment of Membership Interests, transferring all of its Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreement. (c) Contributor shall amend the operating agreement of the Holding Company to provide for its withdrawal from the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding Company. (d) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect), and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the endorsements required by SCOLP. (e) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (f) Contributor shall deliver to Owner and SCOLP originals of: (i) deliver to Seller the Tenant Leasesbalance of the Purchase Price in accordance with Paragraph 3(b), including all amendments thereto above; and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans execute and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project deliver, or Owner. (g) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement cause to be executed by and delivered, to Seller (and Title Company, as appropriate) the Xxxxxx Xxxxxx Entities pursuant following, in addition to Section 7.4 herein.all other documents mentioned elsewhere in this Agreement (collectively, Buyer’s Closing Documents”): (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c).To the Title Company: (jA) SCOLP such title affidavit and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution reasonable and delivery customary affidavits and other instruments, organizational documents of this Agreement and all documents to be executed and delivered by SCOLP hereunderBuyer, have been authorized by SCOLP and that all persons partner, member or entities who have executed documents on behalf of SCOLP shareholder consents (if required in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered any instance by the Contributor organizational documents of Buyer or by any governing statute) and good standing certificates, reasonably requested by the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized Title Company evidencing the power and that all persons or entities who have executed documents on behalf authority of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority Buyer to act on their behalf. (m) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as accept conveyance of title to the due authorizationProperty as required under this Agreement, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx Entities. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from insure such statutetitle as contemplated in Paragraph 4 of this Agreement. (oii) Contributor To Seller: (A) Intentionally Omitted; (B) Intentionally Omitted; (C) Intentionally Omitted; (D) Intentionally Omitted; (E) Intentionally Omitted; (F) Intentionally Omitted; (G) Release of Leasehold Mortgage; (H) The Office Lease; (I) The Lease Termination Agreement; (J) The License Assignment; (K) The Easement Agreement; (L) The Overlook Area Parking License Agreement; (M) The Overlook Area/ Lodge Area Ski License Agreement; (N) Tubing Area Parking License Agreement (O) Equipment Area One License Agreement (P) Equipment Area Two License Agreement (Q) The Memorandum of Right of First Refusal; (R) In the event the interest of Buyer under this Agreement shall be assigned in any manner permitted under this Agreement, Buyer and such assignee shall deliver to SCOLP Seller an original counterpart of a written assignment and to the Title Company such affidavits, certifications and statements assumption of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitmentthis Agreement. (pS) Contributor, Owner, A settlement statement setting forth the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, Price and all documents to be executed credits and delivered pursuant theretoadjustments. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor Seller shall execute and deliver an Assignment a Special Warranty Deed in recordable form conveying to Purchaser marketable and insurable title to the Land and Improvements, subject only to the Permitted Exceptions. (b) Seller shall execute and deliver a Warranty Xxxx of Membership Interests, transferring all of its Membership Interests Sale conveying the Personal Property to SCOLPPurchaser, free and clear of all liensany liens or encumbrances other than the Permitted Exceptions, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor Seller shall execute and deliver an amendment to Purchaser, in proper form for transfer, the Partnership Agreement and an amendment Certificates of Title pertaining to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreementall vehicles, if any, being conveyed to Purchaser hereunder. (c) Contributor Seller shall amend execute and deliver to Purchaser, in form and content satisfactory to Purchaser and pursuant to Sections 7.1, 7.2 and 7.3 hereof, an Assignment, transferring to Purchaser all of Seller's right, title and interest in and to: (i) the operating agreement of Tenant Leases and all deposits relating thereto; (ii) the Holding Company Project Contracts which Purchaser has elected to provide for its withdrawal from have assigned; and (iii) the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding CompanyIntangible Property. (d) Contributor Purchaser shall cause the Commitment referred to in Section paragraph 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect)Closing Date, and shall cause the policy of title insurance to be issued to Owner Purchaser pursuant to such updated Commitment together with the such endorsements required by SCOLPthereto as Purchaser shall request, at Seller's sole cost. (e) Owner and Contributor Purchaser shall deliver to SCOLP Seller any documents, instruments or authorizations necessary so as to cause the Escrow Agent to forward the Deposit, and all interest earned thereon, to Seller by wire transfer. (f) Purchaser shall deliver to Seller the Purchase Price adjusted as provided in this Agreement, by certified or cashier's check or wire transfer of immediately available funds to Seller's designated financial institution. (g) Seller shall deliver to Purchaser a certificate confirming the truth and accuracy of their Seller's representations and warranties hereunder, and the Rent Roll, updated to the Contribution Closing Date, shall be certified as true and correct in all respects. (fh) Contributor Seller and Purchaser shall execute and cause to be delivered to tenants under the Tenant Leases and all other interested parties written notice of the sale of the Project to Purchaser together with such other information or instructions as Purchaser shall deem appropriate. (i) Seller shall deliver to Owner and SCOLP Purchaser originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project ContractsContracts assigned to Purchaser; (iii) all architectural plans and specifications and other documents in Seller's possession pertaining to the development of the Project; and (iv) certificates of title for all mobile homes collection, expense and vehicles owned by Owner; business records and (v) all such other documentation currently used in reasonably necessary for Purchaser to continue the operation of the Project or OwnerProject. (gj) Contributor Seller shall deliver to SCOLP Purchaser certified copies of resolutions of members holding a majority of the membership interests of the Seller, authorizing and approving the transaction contemplated by this Agreement, and authorizing and directing the execution and delivery of this Agreement and all documents and instruments to be executed and delivered by the Seller pursuant to the terms hereof, certified by an affidavit authorized officer of Seller as being true and correct, together with an incumbency certificate from the officer, certifying as to the members of Seller who have executed documents in connection with the transactions contemplated herein. (k) Seller shall deliver to Purchaser an affidavit, in form acceptable to Purchaser, executed by the Seller, certifying that it the Seller and all persons or entities holding an interest in Contributor the Seller are not non‑resident non-resident aliens or foreign entities, as the case may be, such that Contributor the Seller and such interest holders are not subject to withholding tax under the Foreign Investment and Real Property Tax Act of 1980. (hl) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP Purchaser shall deliver to Contributor Seller certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP Purchaser hereunder, have been authorized by SCOLP Purchaser and that all persons or entities who have executed documents on behalf of SCOLP Purchaser in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalfPurchaser. (m) Contributor’s legal counsel Seller shall execute and deliver to SCOLP Purchaser a legal opiniondiscontinuation of any assumed name certificate whereby Seller has reserved the right to conduct business under the name “North Lake Estates” or any variation thereof and, if necessary, in form and substance satisfactory order for Purchaser to SCOLPuse the name “North Lake Estates”, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx EntitiesSeller shall change its name. (n) Contributor’s special legal counsel Seller shall deliver execute and deliver, and cause the Restricted Parties to SCOLP execute and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternativedeliver, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under non-competition covenant described in Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute32 hereof. (o) Contributor The Seller and Purchaser each shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (qp) Contributor Seller and SCOLP Purchaser shall either both execute and deliver or cause their respective affiliates that certain escrow agreement between Seller, Purchaser and Title Company to execute and deliver govern delivery of the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all above-referenced closing documents to be executed and delivered pursuant theretothe Title Company by the Escrow Date. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor shall execute and deliver an Assignment of Membership Interests, transferring all of its Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreement. (c) Contributor shall amend the operating agreement of the Holding Company to provide for its withdrawal from the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding Company. (d) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect), and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the endorsements required by SCOLP. (e) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (f) Contributor shall deliver to Owner and SCOLP originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner. (g) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalf. (m) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx Entities. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In , or in the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver satisfactory waivers or releases of any rights of first refusal or options to purchase provided under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor Associates and/or the Limited Partners shall execute and deliver an Assignment of Membership Partnership Interests, transferring all of its Membership the Partnership Interests in the Owner to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor Associates shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreement. (c) Contributor Associates shall amend the operating partnership agreement of the Holding Company Owner to provide for its withdrawal from the Holding Company Owner and the release of any claims it it, the Limited Partners or its their predecessors in interest might have against the Holding Company Owner and SCOLP and, if SCOLP elects, a designated affiliate shall be admitted as the sole member partners of the Holding CompanyOwner. (d) Contributor Associates shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect), and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the endorsements required by SCOLP. (e) Owner and Contributor Associates and the Limited Partners shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (f) Contributor Associates shall deliver to Owner and SCOLP originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner. (g) Contributor Associates and the Limited Partners shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor Associates are not non‑resident aliens or foreign entities, as the case may be, such that Contributor Associates and such interest holders are not subject to withholding under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP SCOLP, Associates and the Contributor Limited Partners as appropriate shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor Associates certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf. (l) Contributor Associates and/or the Limited Partners shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by Associates, the Contributor Limited Partners and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of Associates, the Contributor Limited Partners or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalf. (m) Contributor’s Associates’ legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx Entities. (n) Contributor’s Associates’ special legal counsel shall deliver to SCOLP and Contributor Associates (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In , or in the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver satisfactory waivers or releases of any rights of first refusal or options to purchase provided under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor Associates shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s Associates’ special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) ContributorAssociates, Owner, the Holding Company Limited Partners and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor Associates and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement Agreements and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor shall execute and deliver an Assignment of Membership InterestsInterest, transferring all of its Contributed Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreementwhatsoever. (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as transactions provided for in this Agreement. (c) SCOLP and Contributor shall amend the enter into an amended and restated operating agreement of the Holding Company to provide for its the withdrawal from the Holding Company of Contributor and the release admission of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding CompanyCompany in place of Contributor, such operating agreement to be in form and content provided by SCOLP. (d) SUI and Contributor shall enter into the Registration Rights Agreement in the form attached to the Master Contribution Agreement. (e) SCOLP shall deliver the Agreed Value in accordance with Section 2.1 hereof. (f) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect)Date, and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the such endorsements required by SCOLPthereto. (eg) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (fh) Contributor shall deliver to Owner and SCOLP to the extent in its possession, originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner. (gi) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident non-resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding tax under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalf. (mk) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx EntitiesContributor. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (pl) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor shall execute and deliver an Assignment of Membership InterestsInterest, transferring all of its Contributed Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreementwhatsoever. (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as transactions provided for in this Agreement. (c) SCOLP and Contributor shall amend the enter into an amended and restated operating agreement of the Holding Company to provide for its the withdrawal from the Holding Company of Contributor and the release admission of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding CompanyCompany in place of Contributor, such operating agreement to be in form and content provided by SCOLP. (d) SUI and Contributor shall enter into the Registration Rights Agreement in the form attached to the Master Contribution Agreement. (e) SUI and Contributor shall enter into the Registration Rights Agreement in the form attached to the Master Contribution Agreement. (f) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect)Date, and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the such endorsements required by SCOLPthereto. (eg) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (fh) Contributor shall deliver to Owner and SCOLP to the extent in its possession, originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner. (gi) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident non-resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding tax under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalf. (mk) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx EntitiesContributor. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (pl) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor Seller shall execute and deliver an Assignment a Special Warranty Deed in recordable form conveying to Purchaser marketable and insurable title to the Land and Improvements, subject only to the Permitted Exceptions. (b) Seller shall execute and deliver a Warranty Xxxx of Membership Interests, transferring all of its Membership Interests Sale conveying the Personal Property to SCOLPPurchaser, free and clear of all liensany liens or encumbrances other than the Permitted Exceptions, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor Seller shall execute and deliver an amendment to Purchaser, in proper form for transfer, the Partnership Agreement and an amendment Certificates of Title pertaining to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreementall vehicles, if any, being conveyed to Purchaser hereunder. (c) Contributor Seller shall amend execute and deliver to Purchaser, in form and content satisfactory to Purchaser and pursuant to Sections 7.1, 7.2 and 7.3 hereof, an Assignment, transferring to Purchaser all of Seller's right, title and interest in and to: (i) the operating agreement of Tenant Leases and all deposits relating thereto; (ii) the Holding Company Project Contracts which Purchaser has elected to provide for its withdrawal from have assigned; and (iii) the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding CompanyIntangible Property. (d) Contributor Purchaser shall cause the Commitment referred to in Section paragraph 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect)Closing Date, and shall cause the policy of title insurance to be issued to Owner Purchaser pursuant to such updated Commitment together with the such endorsements required by SCOLPthereto as Purchaser shall request, at Seller's sole cost. (e) Owner and Contributor Purchaser shall deliver to SCOLP Seller any documents, instruments or authorizations necessary so as to cause the Escrow Agent to forward the Deposit, and all interest earned thereon, to Seller by wire transfer. (f) Purchaser shall deliver to Seller the Purchase Price adjusted as provided in this Agreement, by certified or cashier's check or wire transfer of immediately available funds to Seller's designated financial institution. (g) Seller shall deliver to Purchaser a certificate confirming the truth and accuracy of their Seller's representations and warranties hereunder, and the Rent Roll, updated to the Contribution Closing Date, shall be certified as true and correct in all respects. (fh) Contributor Seller and Purchaser shall execute and cause to be delivered to tenants under the Tenant Leases and all other interested parties written notice of the sale of the Project to Purchaser together with such other information or instructions as Purchaser shall deem appropriate. (i) Seller shall deliver to Owner and SCOLP Purchaser originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project ContractsContracts assigned to Purchaser; (iii) all architectural plans and specifications and other documents in Seller's possession pertaining to the development of the Project; and (iv) certificates of title for all mobile homes collection, expense and vehicles owned by Owner; business records and (v) all such other documentation currently used in reasonably necessary for Purchaser to continue the operation of the Project or OwnerProject. (gj) Contributor Seller shall deliver to SCOLP Purchaser certified copies of resolutions of members holding a majority of the membership interests of the Seller, authorizing and approving the transaction contemplated by this Agreement, and authorizing and directing the execution and delivery of this Agreement and all documents and instruments to be executed and delivered by the Seller pursuant to the terms hereof, certified by an affidavit authorized officer of Seller as being true and correct, together with an incumbency certificate from the officer, certifying as to the members of Seller who have executed documents in connection with the transactions contemplated herein. (k) Seller shall deliver to Purchaser an affidavit, in form acceptable to Purchaser, executed by the Seller, certifying that it the Seller and all persons or entities holding an interest in Contributor the Seller are not non‑resident non-resident aliens or foreign entities, as the case may be, such that Contributor the Seller and such interest holders are not subject to withholding tax under the Foreign Investment and Real Property Tax Act of 1980. (hl) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP Purchaser shall deliver to Contributor Seller certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP Purchaser hereunder, have been authorized by SCOLP Purchaser and that all persons or entities who have executed documents on behalf of SCOLP Purchaser in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalfPurchaser. (m) Contributor’s legal counsel Seller shall execute and deliver to SCOLP Purchaser a legal opiniondiscontinuation of any assumed name certificate whereby Seller has reserved the right to conduct business under the name “Club Naples” or any variation thereof and, if necessary, in form and substance satisfactory order for Purchaser to SCOLPuse the name “Club Naples”, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx EntitiesSeller shall change its name. (n) Contributor’s special legal counsel Seller shall deliver execute and deliver, and cause the Restricted Parties to SCOLP execute and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternativedeliver, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under non-competition covenant described in Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute32 hereof. (o) Contributor The Seller and Purchaser each shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (qp) Contributor Seller and SCOLP Purchaser shall either both execute and deliver or cause their respective affiliates that certain escrow agreement between Seller, Purchaser and Title Company to execute and deliver govern delivery of the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all above-referenced closing documents to be executed and delivered pursuant theretothe Title Company by the Escrow Date. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor The Contributors shall execute and deliver an Assignment Warranty Deeds in recordable form conveying to Sun marketable and insurable title to the Land and Improvements, subject only to the Permitted Exceptions. (b) The Contributors shall execute and deliver Warranty Bills of Membership Interests, transferring all of its Membership Interests Sale conveying the Personal Property to SCOLPSun, free and clear of all liensany liens or encumbrances other than the Permitted Exceptions, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor Contributors shall execute and deliver an amendment to Sun, in proper form for transfer, the Partnership Agreement Certificates of Title pertaining to all vehicles and an amendment manufactured homes, if any, being conveyed to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this AgreementSun hereunder. (c) Contributor The Contributors shall amend the operating agreement execute and deliver to Sun, in form and content satisfactory to Sun and pursuant to Sections 7.1, 7.2 and 7.3 hereof, Assignments transferring to Sun all of the Holding Company Contributors' right, title and interest in and to: (i) the Tenant Leases and all deposits relating thereto; (ii) the Project Contracts which Sun has elected to provide for its withdrawal from have assigned; and (iii) the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding CompanyIntangible Property. (d) Contributor The Contributors shall deliver to Sun payoff letters from the Lender that are sufficient to cause the Title Company to remove the exceptions for the Mortgages from the Commitment upon payment of the amount set forth in such payoff letters. (e) The Contributors shall cause the Commitment referred to in Section paragraph 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect)Date, and shall cause the policy of title insurance to be issued to Owner Sun pursuant to such updated Commitment together with the such endorsements required by SCOLPthereto as Sun shall request, at Sun's sole cost. (ef) Owner The Contributors and Contributor Sun shall execute and deliver to the Title Company for recording the Restrictive Covenant Agreement and Option and Right of First Refusal Agreement attached hereto as Exhibits "17.1(a)" and "17.1(b)", respectively. (g) The Contributors and Sun shall execute and deliver the Easement Agreement to the Title Company for recording. (h) The REIT and the Contributors shall execute and deliver amendments to the Sun Partnership Agreement and Sun's Restated Certificate of Limited Partnership admitting the Contributors as limited partners of Sun and issuing the Common OP Units to the Contributors, upon the terms and subject to the conditions contained herein. (i) The Contributors and the REIT shall enter into the Registration Rights Agreement in the form of Exhibit "2.5(b)" attached hereto, and each Contributor, and the partners of the Contributors which are partnerships, shall execute and deliver such investment and subscription documents as Sun shall reasonably require in connection with the issuance of the Common OP Units and reaffirm the representations and warranties contained in Section 9.1(v) hereof. (j) The Contributors shall deliver to SCOLP Sun a certificate confirming the truth and accuracy of their the Contributors' representations and warranties hereunder, and the Rent RollRolls, updated to the Contribution Date, and each prospectus for any Project then in effect, shall be certified as true and correct in all respects. (fk) Contributor The Contributors and Sun shall execute and cause to be delivered to tenants under the Tenant Leases and all other interested parties written notice of the transfer of the Projects to Sun together with such other information or instructions as Sun shall deem appropriate. (l) The Contributors shall deliver to Owner and SCOLP Sun originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project ContractsContracts assigned to Sun; (iii) all architectural plans and specifications and other documents in the Contributors' possession pertaining to the development of the ProjectProjects; and (iv) certificates of title for all mobile homes collection, expense and vehicles owned by Owner; business records and (v) all such other documentation currently used in reasonably necessary for Sun to continue the operation of the Project or OwnerProjects. (gm) Each Contributor which is a partnership shall deliver to SCOLP Sun certified copies of resolutions of the partners of such partnership authorizing and approving the transaction contemplated by this Agreement, and authorizing and directing the execution and delivery of this Agreement and all documents and instruments to be executed and delivered by such Contributor pursuant to the terms hereof, certified by an affidavit authorized partner of such Partner as being true and correct, together with an incumbency certificate from the partner, certifying as to the partners of such Contributor who have executed documents in connection with the transactions contemplated herein. (n) The Contributors shall deliver to Sun an affidavit, in form acceptable to Sun, executed by the Contributors, certifying that it the Contributors and all persons or entities holding an interest in Contributor the Contributors are not non‑resident non-resident aliens or foreign entities, as the case may be, such that Contributor the Contributors and such interest holders are not subject to withholding tax under the Foreign Investment and Real Property Tax Act of 1980. (ho) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP Sun shall deliver to Contributor the Contributors certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP Sun hereunder, have been authorized by SCOLP Sun and that all persons or entities who have executed documents on behalf of SCOLP Sun in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalf. (m) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx Entities. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the CommitmentSun. (p) ContributorThe Contributors shall execute and deliver to Sun a discontinuation of any assumed name certificate whereby the Contributors have reserved the right to conduct business under the names "Continental Estates Manufactured Home Community", Owner"Continental North Manufactured Home Community", the Holding Company "Davixxx Xxxt Manufactured Home Community", and SCOLP all variations thereof. (q) The Contributors and Sun shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor Seller shall execute and deliver an Assignment a Special Warranty Deed in recordable form conveying to Purchaser marketable and insurable title to the Land and Improvements, subject only to the Permitted Exceptions. (b) Seller shall execute and deliver a Warranty Xxxx of Membership Interests, transferring all of its Membership Interests Sale conveying the Personal Property to SCOLPPurchaser, free and clear of all liensany liens or encumbrances other than the Permitted Exceptions, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor Seller shall execute and deliver an amendment to Purchaser, in proper form for transfer, the Partnership Agreement and an amendment Certificates of Title pertaining to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreementall vehicles, if any, being conveyed to Purchaser hereunder. (c) Contributor Seller shall amend execute and deliver to Purchaser, in form and content satisfactory to Purchaser and pursuant to Sections 7.1, 7.2 and 7.3 hereof, an Assignment, transferring to Purchaser all of Seller's right, title and interest in and to: (i) the operating agreement of Tenant Leases and all deposits relating thereto; (ii) the Holding Company Project Contracts which Purchaser has elected to provide for its withdrawal from have assigned; and (iii) the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding CompanyIntangible Property. (d) Contributor Purchaser shall cause the Commitment referred to in Section paragraph 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect)Closing Date, and shall cause the policy of title insurance to be issued to Owner Purchaser pursuant to such updated Commitment together with the such endorsements required by SCOLPthereto as Purchaser shall request, at Seller's sole cost. (e) Owner and Contributor Purchaser shall deliver to SCOLP Seller any documents, instruments or authorizations necessary so as to cause the Escrow Agent to forward the Deposit, and all interest earned thereon, to Seller by wire transfer. (f) Purchaser shall deliver to Seller the Purchase Price adjusted as provided in this Agreement, by certified or cashier's check or wire transfer of immediately available funds to Seller's designated financial institution. (g) Seller shall deliver to Purchaser a certificate confirming the truth and accuracy of their Seller's representations and warranties hereunder, and the Rent Roll, updated to the Contribution Closing Date, shall be certified as true and correct in all respects. (fh) Contributor Seller and Purchaser shall execute and cause to be delivered to tenants under the Tenant Leases and all other interested parties written notice of the sale of the Project to Purchaser together with such other information or instructions as Purchaser shall deem appropriate. (i) Seller shall deliver to Owner and SCOLP Purchaser originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project ContractsContracts assigned to Purchaser; (iii) all architectural plans and specifications and other documents in Seller's possession pertaining to the development of the Project; and (iv) certificates of title for all mobile homes collection, expense and vehicles owned by Owner; business records and (v) all such other documentation currently used in reasonably necessary for Purchaser to continue the operation of the Project or OwnerProject. (gj) Contributor Seller shall deliver to SCOLP Purchaser certified copies of resolutions of members holding a majority of the membership interests of the Seller, authorizing and approving the transaction contemplated by this Agreement, and authorizing and directing the execution and delivery of this Agreement and all documents and instruments to be executed and delivered by the Seller pursuant to the terms hereof, certified by an affidavit authorized officer of Seller as being true and correct, together with an incumbency certificate from the officer, certifying as to the members of Seller who have executed documents in connection with the transactions contemplated herein. (k) Seller shall deliver to Purchaser an affidavit, in form acceptable to Purchaser, executed by the Seller, certifying that it the Seller and all persons or entities holding an interest in Contributor the Seller are not non‑resident non-resident aliens or foreign entities, as the case may be, such that Contributor the Seller and such interest holders are not subject to withholding tax under the Foreign Investment and Real Property Tax Act of 1980. (hl) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP Purchaser shall deliver to Contributor Seller certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP Purchaser hereunder, have been authorized by SCOLP Purchaser and that all persons or entities who have executed documents on behalf of SCOLP Purchaser in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalfPurchaser. (m) Contributor’s legal counsel Seller shall execute and deliver to SCOLP Purchaser a legal opiniondiscontinuation of any assumed name certificate whereby Seller has reserved the right to conduct business under the name “Three Lakes” or any variation thereof and, if necessary, in form and substance satisfactory order for Purchaser to SCOLPuse the name “Three Lakes”, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx EntitiesSeller shall change its name. (n) Contributor’s special legal counsel Seller shall deliver execute and deliver, and cause the Restricted Parties to SCOLP execute and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternativedeliver, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under non-competition covenant described in Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute32 hereof. (o) Contributor The Seller and Purchaser each shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (qp) Contributor Seller and SCOLP Purchaser shall either both execute and deliver or cause their respective affiliates that certain escrow agreement between Seller, Purchaser and Title Company to execute and deliver govern delivery of the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all above-referenced closing documents to be executed and delivered pursuant theretothe Title Company by the Escrow Date. (r) The Deposit shall be returned to SCOLP.

At Closing. Seller or the applicable Seller Subsidiary ("Sublandlord", and collectively, the "Sublandlords") and Buyer or the applicable Buyer Purchaser ("Subtenant", and collectively, the "Subtenants") shall enter into the following subleases (the "Subleases"): (a) Contributor a sublease, in the form referred to on Annex 1.1 as the "Technology Park Sublease", pursuant to which Sublandlord will sublease to Subtenant certain space in the office building located at 000 Xxxxxxxxxx Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx; (b) a sublease, in form reasonably acceptable to both Seller and Buyer and containing the terms summarized in Annex 6.12.1(b), pursuant to which Sublandlord will sublease to Subtenant certain space in the office building located at 0000 Xxxxxxxx Xxxxxx, XxXxxx, Xxxxxxxx; and (c) a sublease, in form reasonably acceptable to both Seller and Buyer and containing the terms summarized in Annex 6.12.1(c), pursuant to which Sublandlord will sublease to Subtenant certain space in the office building located at 00 Xxxxx xx xx Xxxxxxx, Xxxxxxxxx, Xxxxxx. Sublandlord shall execute use reasonable efforts to obtain, prior to Closing, and shall deliver an Assignment to Subtenant of Membership InterestsClosing or at such later time that any such consent shall be obtained, transferring if at all, all of its Membership Interests consents required to SCOLP, free validly consummate the Subleases. Sublandlord shall be responsible for and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from shall promptly pay any and all matters whatsoever excepting only matters costs associated with obtaining and delivering such consents, and Subtenant shall reasonably cooperate with Sublandlord in obtaining such consents, provided that Subtenant shall not be required to make any payment associated with obtaining such consent. The obtaining of such consents with respect to any particular Sublease shall not be a condition to Closing, but from and after the date of Closing, as provided in Article IX, Seller shall indemnify, defend and hold the Buyer Indemnified Parties harmless from and defend the Buyer Indemnified Parties, on an after-tax basis, from and against any and all Loss and Litigation Expense, which they or any of them may suffer or incur as a result of or arising under this Agreement from Seller's failure to seek or documents delivered pursuant to this Agreement. (b) SUI and Contributor shall execute and deliver an amendment to obtain the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance consent of the Units as provided for in this Agreement. (c) Contributor shall amend the operating agreement of the Holding Company to provide for its withdrawal from the Holding Company and the release of any claims it landlord, sublandlord or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding Company. (d) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect), and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the endorsements other party whose consent is required by SCOLP. (e) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (f) Contributor shall deliver to Owner and SCOLP originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner. (g) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf making of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalfSublease. (m) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx Entities. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor shall execute and deliver an Assignment of Membership Interests, transferring all of its Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreement. (c) Contributor shall amend the operating agreement of the Holding Company to provide for its withdrawal from the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding Company. (d) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect), and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the endorsements required by SCOLP. (e) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (f) Contributor shall deliver to Owner and SCOLP originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner. (g) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalf. (m) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx Entities. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In , or in the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver satisfactory waivers or releases of any rights of first refusal or options to purchase provided under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor Seller shall execute and deliver an Assignment a Special Warranty Deed in recordable form conveying to Purchaser marketable and insurable title to the Land and Improvements, subject only to the Permitted Exceptions. (b) Seller shall execute and deliver a Warranty Xxxx of Membership Interests, transferring all of its Membership Interests Sale conveying the Personal Property to SCOLPPurchaser, free and clear of all liensany liens or encumbrances other than the Permitted Exceptions, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor Seller shall execute and deliver an amendment to Purchaser, in proper form for transfer, the Partnership Agreement and an amendment Certificates of Title pertaining to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreementall vehicles, if any, being conveyed to Purchaser hereunder. (c) Contributor Seller shall amend execute and deliver to Purchaser, in form and content satisfactory to Purchaser and pursuant to Sections 7.1, 7.2 and 7.3 hereof, an Assignment, transferring to Purchaser all of Seller's right, title and interest in and to: (i) the operating agreement of Tenant Leases and all deposits relating thereto; (ii) the Holding Company Project Contracts which Purchaser has elected to provide for its withdrawal from have assigned; and (iii) the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding CompanyIntangible Property. (d) Contributor Purchaser shall cause the Commitment referred to in Section paragraph 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect)Closing Date, and shall cause the policy of title insurance to be issued to Owner Purchaser pursuant to such updated Commitment together with the such endorsements required by SCOLPthereto as Purchaser shall request, at Seller's sole cost. (e) Owner and Contributor Purchaser shall deliver to SCOLP Seller any documents, instruments or authorizations necessary so as to cause the Escrow Agent to forward the Deposit, and all interest earned thereon, to Seller by wire transfer. (f) Purchaser shall deliver to Seller the Purchase Price adjusted as provided in this Agreement, by certified or cashier's check or wire transfer of immediately available funds to Seller's designated financial institution. (g) Seller shall deliver to Purchaser a certificate confirming the truth and accuracy of their Seller's representations and warranties hereunder, and the Rent Roll, updated to the Contribution Closing Date, shall be certified as true and correct in all respects. (fh) Contributor Seller and Purchaser shall execute and cause to be delivered to tenants under the Tenant Leases and all other interested parties written notice of the sale of the Project to Purchaser together with such other information or instructions as Purchaser shall deem appropriate. (i) Seller shall deliver to Owner and SCOLP Purchaser originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project ContractsContracts assigned to Purchaser; (iii) all architectural plans and specifications and other documents in Seller's possession pertaining to the development of the Project; and (iv) certificates of title for all mobile homes collection, expense and vehicles owned by Owner; business records and (v) all such other documentation currently used in reasonably necessary for Purchaser to continue the operation of the Project or OwnerProject. (gj) Contributor Seller shall deliver to SCOLP Purchaser certified copies of resolutions of members holding a majority of the membership interests of the Seller, authorizing and approving the transaction contemplated by this Agreement, and authorizing and directing the execution and delivery of this Agreement and all documents and instruments to be executed and delivered by the Seller pursuant to the terms hereof, certified by an affidavit authorized officer of Seller as being true and correct, together with an incumbency certificate from the officer, certifying as to the members of Seller who have executed documents in connection with the transactions contemplated herein. (k) Seller shall deliver to Purchaser an affidavit, in form acceptable to Purchaser, executed by the Seller, certifying that it the Seller and all persons or entities holding an interest in Contributor the Seller are not non‑resident non-resident aliens or foreign entities, as the case may be, such that Contributor the Seller and such interest holders are not subject to withholding tax under the Foreign Investment and Real Property Tax Act of 1980. (hl) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP Purchaser shall deliver to Contributor Seller certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP Purchaser hereunder, have been authorized by SCOLP Purchaser and that all persons or entities who have executed documents on behalf of SCOLP Purchaser in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalfPurchaser. (m) Contributor’s legal counsel Seller shall execute and deliver to SCOLP Purchaser a legal opiniondiscontinuation of any assumed name certificate whereby Seller has reserved the right to conduct business under the name “Blueberry Hill” or any variation thereof and, if necessary, in form and substance satisfactory order for Purchaser to SCOLPuse the name “Blueberry Hill”, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx EntitiesSeller shall change its name. (n) Contributor’s special legal counsel Seller shall deliver execute and deliver, and cause the Restricted Parties to SCOLP execute and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternativedeliver, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under non-competition covenant described in Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute32 hereof. (o) Contributor The Seller and Purchaser each shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (qp) Contributor Seller and SCOLP Purchaser shall either both execute and deliver or cause their respective affiliates that certain escrow agreement between Seller, Purchaser and Title Company to execute and deliver govern delivery of the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all above-referenced closing documents to be executed and delivered pursuant theretothe Title Company by the Escrow Date. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) The Contributor shall execute and deliver an Assignment of Membership Interestsa Warranty Deed in recordable form conveying to Sun marketable and insurable title to the Land and Improvements, transferring all of its Membership Interests subject only to SCOLPthe Permitted Exceptions. (b) The Contributor shall execute and deliver a Warranty Bill xx Sale conveying the Personal Property to Sun, free and clear of all liensany liens or encumbrances other than the Permitted Exceptions, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor shall execute and deliver an amendment to Sun, in proper form for transfer, the Partnership Agreement Certificates of Title pertaining to all vehicles and an amendment manufactured homes, if any, being conveyed to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this AgreementSun or SHS hereunder. (c) The Contributor shall amend the operating agreement execute and deliver to Sun, in form and content satisfactory to Sun and pursuant to Sections 7.1, 7.2, 7.3 and 17.1 hereof, an Assignment transferring to Sun all of the Holding Company Contributor's right, title and interest in and to: (i) the Tenant Leases and all deposits relating thereto; (ii) the Project Contracts which Sun has elected to provide for its withdrawal from have assigned; (iii) the Holding Company Intangible Property, and (iv) the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding CompanyHome Leases. (d) The Contributor shall cause the Commitment referred to in Section paragraph 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect)Date, and shall cause the policy of title insurance to be issued to Owner Sun pursuant to such updated Commitment together with the such endorsements required by SCOLPthereto as Sun shall request, at Sun's sole cost. (e) Owner The REIT and the Contributor shall execute and deliver amendments to the Sun Partnership Agreement and Sun's Restated Certificate of Limited Partnership admitting the Contributor as a limited partner of Sun and issuing the Common OP Units to the Contributor, upon the terms and subject to the conditions contained herein. (f) The Contributor and the REIT shall enter into the Registration Rights Agreement in the form of Exhibit "2.5(b)" attached hereto, and the Contributor shall execute and deliver such investment and subscription documents as Sun shall reasonably require in connection with the issuance of the Common OP Units and reaffirm the representations and warranties contained in Section 9.1(s) hereof. (g) The Contributor shall deliver to SCOLP Sun a certificate confirming the truth and accuracy of their the Contributor's representations and warranties hereunder, and the Rent RollRolls, updated to the Contribution Date, and the prospectus for the Project then in effect, shall be certified as true and correct in all respects. (fh) The Contributor and Sun shall deliver execute and cause to Owner and SCOLP originals of: (i) be delivered to tenants under the Tenant Leases, including Leases and all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development interested parties written notice of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation transfer of the Project or Owner. (g) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor certificates or Sun together with such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons information or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf. (l) Contributor instructions as Sun shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalf. (m) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx Entities. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.deem

At Closing. (a) Contributor shall execute and deliver an Assignment of Membership InterestsInterest, transferring all of its Contributed Membership Interests to SCOLP, free and clear of all liens, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreementwhatsoever. (b) SUI and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as transactions provided for in this Agreement. (c) SCOLP and Contributor shall amend the enter into an amended and restated operating agreement of the Holding Company to provide for its the withdrawal from the Holding Company of Contributor and the release admission of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding CompanyCompany in place of Contributor, such operating agreement to be in form and content provided by SCOLP. (d) SUI and Contributor shall enter into the Registration Rights Agreement in the form attached to the Master Contribution Agreement. (e) SCOLP shall deliver the Agreed Value in accordance with Section 2.1 here of. (f) Contributor shall cause the Commitment referred to in Section 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect)Date, and shall cause the policy of title insurance to be issued to Owner pursuant to such updated Commitment together with the such endorsements required by SCOLPthereto. (eg) Owner and Contributor shall deliver to SCOLP a certificate confirming the truth and accuracy of their representations and warranties hereunder, and the Rent Roll, updated to the Contribution Date, shall be certified as true and correct in all respects. (fh) Contributor shall deliver to Owner and SCOLP to the extent in its possession, originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project Contracts; (iii) all architectural plans and specifications and other documents pertaining to the development of the Project; (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all other documentation currently used in the operation of the Project or Owner. (gi) Contributor shall deliver to SCOLP an affidavit certifying that it and all persons or entities holding an interest in Contributor are not non‑resident non-resident aliens or foreign entities, as the case may be, such that Contributor and such interest holders are not subject to withholding tax under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP shall deliver to Contributor certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP hereunder, have been authorized by SCOLP and that all persons or entities who have executed documents on behalf of SCOLP in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalf. (mk) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx EntitiesContributor. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (pl) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor Seller shall execute and deliver an Assignment a Special Warranty Deed in recordable form conveying to Purchaser marketable and insurable title to the Land and Improvements, subject only to the Permitted Exceptions. (b) Seller shall execute and deliver a Warranty Xxxx of Membership Interests, transferring all of its Membership Interests Sale conveying the Personal Property to SCOLPPurchaser, free and clear of all liensany liens or encumbrances other than the Permitted Exceptions, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor Seller shall execute and deliver an amendment to Purchaser, in proper form for transfer, the Partnership Agreement and an amendment Certificates of Title pertaining to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreementall vehicles, if any, being conveyed to Purchaser hereunder. (c) Contributor Seller shall amend execute and deliver to Purchaser, in form and content satisfactory to Purchaser and pursuant to Sections 7.1, 7.2 and 7.3 hereof, an Assignment, transferring to Purchaser all of Seller's right, title and interest in and to: (i) the operating agreement of Tenant Leases and all deposits relating thereto; (ii) the Holding Company Project Contracts which Purchaser has elected to provide for its withdrawal from have assigned; and (iii) the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding CompanyIntangible Property. (d) Contributor Purchaser shall cause the Commitment referred to in Section paragraph 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect)Closing Date, and shall cause the policy of title insurance to be issued to Owner Purchaser pursuant to such updated Commitment together with the such endorsements required by SCOLPthereto as Purchaser shall request, at Seller's sole cost. (e) Owner and Contributor Purchaser shall deliver to SCOLP Seller any documents, instruments or authorizations necessary so as to cause the Escrow Agent to forward the Deposit, and all interest earned thereon, to Seller by wire transfer. (f) Purchaser shall deliver to Seller the Purchase Price adjusted as provided in this Agreement, by certified or cashier's check or wire transfer of immediately available funds to Seller's designated financial institution. (g) Seller shall deliver to Purchaser a certificate confirming the truth and accuracy of their Seller's representations and warranties hereunder, and the Rent Roll, updated to the Contribution Closing Date, shall be certified as true and correct in all respects. (fh) Contributor Seller and Purchaser shall execute and cause to be delivered to tenants under the Tenant Leases and all other interested parties written notice of the sale of the Project to Purchaser together with such other information or instructions as Purchaser shall deem appropriate. (i) Seller shall deliver to Owner and SCOLP Purchaser originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project ContractsContracts assigned to Purchaser; (iii) all architectural plans and specifications and other documents in Seller's possession pertaining to the development of the Project; and (iv) certificates of title for all mobile homes collection, expense and vehicles owned by Owner; business records and (v) all such other documentation currently used in reasonably necessary for Purchaser to continue the operation of the Project or OwnerProject. (gj) Contributor Seller shall deliver to SCOLP Purchaser certified copies of resolutions of members holding a majority of the membership interests of the Seller, authorizing and approving the transaction contemplated by this Agreement, and authorizing and directing the execution and delivery of this Agreement and all documents and instruments to be executed and delivered by the Seller pursuant to the terms hereof, certified by an affidavit authorized officer of Seller as being true and correct, together with an incumbency certificate from the officer, certifying as to the members of Seller who have executed documents in connection with the transactions contemplated herein. (k) Seller shall deliver to Purchaser an affidavit, in form acceptable to Purchaser, executed by the Seller, certifying that it the Seller and all persons or entities holding an interest in Contributor the Seller are not non‑resident non-resident aliens or foreign entities, as the case may be, such that Contributor the Seller and such interest holders are not subject to withholding tax under the Foreign Investment and Real Property Tax Act of 1980. (hl) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP Purchaser shall deliver to Contributor Seller certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP Purchaser hereunder, have been authorized by SCOLP Purchaser and that all persons or entities who have executed documents on behalf of SCOLP Purchaser in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalfPurchaser. (m) Contributor’s legal counsel Seller shall execute and deliver to SCOLP Purchaser a legal opiniondiscontinuation of any assumed name certificate whereby Seller has reserved the right to conduct business under the name “Naples Gardens” or any variation thereof and, if necessary, in form and substance satisfactory order for Purchaser to SCOLPuse the name “Naples Gardens”, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx EntitiesSeller shall change its name. (n) Contributor’s special legal counsel Seller shall deliver execute and deliver, and cause the Restricted Parties to SCOLP execute and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternativedeliver, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under non-competition covenant described in Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute32 hereof. (o) Contributor The Seller and Purchaser each shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (qp) Contributor Seller and SCOLP Purchaser shall either both execute and deliver or cause their respective affiliates that certain escrow agreement between Seller, Purchaser and Title Company to execute and deliver govern delivery of the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all above-referenced closing documents to be executed and delivered pursuant theretothe Title Company by the Escrow Date. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor Seller shall execute and deliver an a Warranty Deed in recordable form conveying to Purchaser marketable and insurable title to the Land and Improvements, subject only to the Permitted Exceptions. (b) Seller shall execute and deliver a Xxxx of Sale and Assignment of Membership Interests, transferring all of its Membership Interests and Assumption Agreement conveying the Personal Property to SCOLPPurchaser, free and clear of any liens or encumbrances other than the Permitted Exceptions, and transferring to Purchaser all liensof Seller's right, claims title and encumbrances whatsoever interest in and releasing to: (i) the Holding Company and Owner from any Tenant Leases and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. deposits relating thereto; (bii) SUI all Project Contracts, and Contributor shall execute and deliver an amendment to the Partnership Agreement and an amendment to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreement(iii) all Intangible Property. (c) Contributor shall amend the operating agreement of the Holding Company to provide for its withdrawal from the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding Company. (d) Contributor Seller shall cause the Commitment referred to in Section 4.1 5.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect)Closing Date, and shall cause the policy of title insurance to be issued to Owner Purchaser pursuant to such updated Commitment Commitment, at Seller's sole cost, together with such endorsements thereto as Purchaser shall request, at Purchaser's sole cost. (d) Purchaser shall deliver to Seller the endorsements required Purchase Price adjusted as provided in this Agreement, by SCOLPwire transfer of immediately available funds to Seller's designated financial institution. (e) Owner Seller and Contributor Purchaser shall deliver execute and cause to SCOLP a certificate confirming be delivered to tenants under the truth Tenant Leases and accuracy all other interested parties written notice of their representations and warranties hereunder, and the Rent Roll, updated sale of the Project to the Contribution Date, Purchaser together with such other information or instructions as Purchaser shall be certified as true and correct in all respectsdeem appropriate. (f) Contributor Seller shall deliver to Owner and SCOLP Purchaser originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project ContractsContracts assigned to Purchaser; (iii) all architectural plans and specifications and other documents in Seller's possession pertaining to the development of the Project; and (iv) certificates of title for all mobile homes and vehicles owned by Owner; and (v) all such other documentation currently used in the reasonably necessary for Purchaser to continue operation of the Project or Owneras may be reasonably required by Purchaser's counsel or the Title Company to consummate the transactions contemplated herein and/or to issue the policy of title insurance. (g) Contributor Seller shall deliver to SCOLP Purchaser certified copies of resolutions of (i) the general partner of Seller, KM, (ii) the general partner of KM, KM-GP Limited Partnership, and (iii) the general partner of KM-GP Limited Partnership, KM Eight Mile Group, Inc., authorizing and approving the transaction contemplated by this Agreement, and authorizing and directing the execution and delivery of this Agreement and all documents and instruments to be executed and delivered by the Seller pursuant to the terms hereof, certified by an affidavit authorized officer of KM Eight Mile Group, Inc. as being true and correct, together with an incumbency certificate from the officer, certifying as to the officers of KM Eight Mile Group, Inc. who have executed documents in connection with the transactions contemplated herein. (h) Seller shall deliver to Purchaser an affidavit, in form acceptable to Purchaser, executed by the Seller, certifying that it the Seller and all persons or entities holding an interest in Contributor the Seller are not non‑resident non-resident aliens or foreign entities, as the case may be, such that Contributor the Seller and such interest holders are not subject to withholding tax under the Foreign Investment and Real Property Tax Act of 1980. (h) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP Purchaser shall deliver to Contributor Seller certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP Purchaser hereunder, have been authorized by SCOLP Purchaser and that all persons or entities who have executed documents on behalf of SCOLP Purchaser in connection with the transaction have due authority to act on their behalfbehalf of the Purchaser. (lj) Contributor Seller shall execute and deliver to SCOLP certificates Purchaser a discontinuation of any assumed name certificate whereby Seller has reserved the right to conduct business under the name “Northville Crossing” or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunderany variation thereof and, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entitiesif necessary, in connection with order for Purchaser to use the transaction have due authority to act on their behalfname “Northville Crossing”, Seller shall change its name. (mk) Contributor’s legal counsel shall deliver to SCOLP a legal opinion, in form The Seller and substance satisfactory to SCOLP, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx Entities. (n) Contributor’s special legal counsel shall deliver to SCOLP and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternative, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute. (o) Contributor shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP Purchaser shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (q) Contributor and SCOLP shall either execute and deliver or cause their respective affiliates to execute and deliver the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all documents to be executed and delivered pursuant thereto. (r) The Deposit shall be returned to SCOLP.

At Closing. (a) Contributor Seller shall execute and deliver an Assignment a Special Warranty Deed in recordable form conveying to Purchaser marketable and insurable title to the Land and Improvements, subject only to the Permitted Exceptions. (b) Seller shall execute and deliver a Warranty Xxxx of Membership Interests, transferring all of its Membership Interests Sale conveying the Personal Property to SCOLPPurchaser, free and clear of all liensany liens or encumbrances other than the Permitted Exceptions, claims and encumbrances whatsoever and releasing the Holding Company and Owner from any and all matters whatsoever excepting only matters arising under this Agreement or documents delivered pursuant to this Agreement. (b) SUI and Contributor Seller shall execute and deliver an amendment to Purchaser, in proper form for transfer, the Partnership Agreement and an amendment Certificates of Title pertaining to the SCOLP certificate of limited partnership reflecting issuance of the Units as provided for in this Agreementall vehicles, if any, being conveyed to Purchaser hereunder. (c) Contributor Seller shall amend execute and deliver to Purchaser, in form and content satisfactory to Purchaser and pursuant to Sections 7.1, 7.2 and 7.3 hereof, an Assignment, transferring to Purchaser all of Seller's right, title and interest in and to: (i) the operating agreement of Tenant Leases and all deposits relating thereto; (ii) the Holding Company Project Contracts which Purchaser has elected to provide for its withdrawal from have assigned; and (iii) the Holding Company and the release of any claims it or its predecessors in interest might have against the Holding Company and SCOLP shall be admitted as the sole member of the Holding CompanyIntangible Property. (d) Contributor Purchaser shall cause the Commitment referred to in Section paragraph 4.1 hereof to be recertified and updated to the Contribution Date (while SCOLP shall update any UCC searches it might elect)Closing Date, and shall cause the policy of title insurance to be issued to Owner Purchaser pursuant to such updated Commitment together with the such endorsements required by SCOLPthereto as Purchaser shall request, at Seller's sole cost. (e) Owner and Contributor Purchaser shall deliver to SCOLP Seller any documents, instruments or authorizations necessary so as to cause the Escrow Agent to forward the Deposit, and all interest earned thereon, to Seller by wire transfer. (f) Purchaser shall deliver to Seller the Purchase Price adjusted as provided in this Agreement, by certified or cashier's check or wire transfer of immediately available funds to Seller's designated financial institution. (g) Seller shall deliver to Purchaser a certificate confirming the truth and accuracy of their Seller's representations and warranties hereunder, and the Rent Roll, updated to the Contribution Closing Date, shall be certified as true and correct in all respects. (fh) Contributor Seller and Purchaser shall execute and cause to be delivered to tenants under the Tenant Leases and all other interested parties written notice of the sale of the Project to Purchaser together with such other information or instructions as Purchaser shall deem appropriate. (i) Seller shall deliver to Owner and SCOLP Purchaser originals of: (i) the Tenant Leases, including all amendments thereto and modifications thereof; (ii) all Project ContractsContracts assigned to Purchaser; (iii) all architectural plans and specifications and other documents in Seller's possession pertaining to the development of the Project; and (iv) certificates of title for all mobile homes collection, expense and vehicles owned by Owner; business records and (v) all such other documentation currently used in reasonably necessary for Purchaser to continue the operation of the Project or OwnerProject. (gj) Contributor Seller shall deliver to SCOLP Purchaser certified copies of resolutions of members holding a majority of the membership interests of the Seller, authorizing and approving the transaction contemplated by this Agreement, and authorizing and directing the execution and delivery of this Agreement and all documents and instruments to be executed and delivered by the Seller pursuant to the terms hereof, certified by an affidavit authorized officer of Seller as being true and correct, together with an incumbency certificate from the officer, certifying as to the members of Seller who have executed documents in connection with the transactions contemplated herein. (k) Seller shall deliver to Purchaser an affidavit, in form acceptable to Purchaser, executed by the Seller, certifying that it the Seller and all persons or entities holding an interest in Contributor the Seller are not non‑resident non-resident aliens or foreign entities, as the case may be, such that Contributor the Seller and such interest holders are not subject to withholding tax under the Foreign Investment and Real Property Tax Act of 1980. (hl) The pledge and security agreement to be executed by the Xxxxxx Xxxxxx Entities pursuant to Section 7.4 herein. (i) The unconditional, primary guaranty to be executed by Xxxxxx Xxxxxx and Xxxx Xxxxx pursuant to Section 15.2 (c). (j) SCOLP and the Contributor shall execute and deliver, each for the benefit of the other, “bring down” certifications which provide that the representations and warranties provided for in this Agreement remain true, accurate and correct as of Closing. (k) SCOLP Purchaser shall deliver to Contributor Seller certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by SCOLP Purchaser hereunder, have been authorized by SCOLP Purchaser and that all persons or entities who have executed documents on behalf of SCOLP Purchaser in connection with the transaction have due authority to act on their behalf. (l) Contributor shall deliver to SCOLP certificates or such other instruments reasonably necessary to evidence that the execution and delivery of this Agreement and all documents to be executed and delivered by the Contributor and the Xxxxxx Xxxxxx Entities hereunder, have been properly authorized and that all persons or entities who have executed documents on behalf of the Contributor or the Xxxxxx Xxxxxx Entities, in connection with the transaction have due authority to act on their behalfPurchaser. (m) Contributor’s legal counsel Seller shall execute and deliver to SCOLP Purchaser a legal opiniondiscontinuation of any assumed name certificate whereby Seller has reserved the right to conduct business under the name “Grand Lake Estates” or any variation thereof and, if necessary, in form and substance satisfactory order for Purchaser to SCOLPuse the name “Grand Lake Estates”, as to the due authorization, valid execution and enforceability of this Agreement and the documents delivered pursuant to this Agreement by and against the Xxxxxx Entities and the Xxxxxx Xxxxxx EntitiesSeller shall change its name. (n) Contributor’s special legal counsel Seller shall deliver execute and deliver, and cause the Restricted Parties to SCOLP execute and Contributor (at SCOLP’s sole cost and expense) a legal opinion, in form and substance satisfactory to them, as to the full compliance of this transaction with Section 723.071 of the Florida statutes. In the alternativedeliver, the Contributor shall obtain and provide for the benefit of SCOLP a fully enforceable waiver of any rights under non-competition covenant described in Section 723.071 in form and substance sufficient to enable the Title Company to eliminate any exception resulting from such statute32 hereof. (o) Contributor The Seller and Purchaser each shall deliver to SCOLP and to the Title Company such affidavits, certifications and statements of facts which may be required by Contributor’s special legal counsel to deliver the legal opinion referenced in Section 16.02 (n), and which may be required by the Title Company to enable the Title Company to eliminate any exception related to Section 723.071 from the policy issued pursuant to the Commitment. (p) Contributor, Owner, the Holding Company and SCOLP shall each deliver to the other evidence of payment (or provision for payment) of costs, fees and expenses for which such party is responsible hereunder, and such other documents or instruments as shall reasonably be required by such party, its counsel or the Title Company to consummate the transaction contemplated herein and/or to cause the issuance of the policy of title insurance which, in all events, shall not increase such party's liability hereunder or decrease such party's rights hereunder. (qp) Contributor Seller and SCOLP Purchaser shall either both execute and deliver or cause their respective affiliates that certain escrow agreement between Seller, Purchaser and Title Company to execute and deliver govern delivery of the Golf Course Contribution Agreement and Asset Purchase and Contribution Agreement, and all above-referenced closing documents to be executed and delivered pursuant theretothe Title Company by the Escrow Date. (r) The Deposit shall be returned to SCOLP.