Common use of Buyer Deliveries Clause in Contracts

Buyer Deliveries. At the Closing, Buyer shall deliver to Seller: (a) a certificate confirming the good standing of Buyer from the Secretary of State of the State of Delaware, dated within ten (10) Business Days of the Closing Date; (b) a copy of the certificate of formation of Buyer, as amended, certified as of a date not earlier than ten (10) Business Days prior to the Closing Date; (c) a cross receipt acknowledging receipt of the LLC Interests; (d) a certificate from an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and (b) have been satisfied; (e) evidence of approval of all the Governmental Entities required of Buyer; (f) an amount equal to the Closing Date Purchase Price as provided in Section 2.1; (g) a written opinion from Xxxxxx, Xxxxx & Bockius LLP, addressed to Seller, dated as of the Closing Date, substantially in the form attached hereto as Exhibit A; (h) a copy of completed Form BOE-100-B (Statement of Change in Control and Ownership of Legal Entities) that Buyer will submit to the State of California Board of Equalization; and (i) such other agreements, consents, documents and instruments as are reasonably required to be delivered by Buyer at the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Interests contemplated hereby.

Buyer Deliveries. At the Closing, Buyer shall deliver deliver, or cause to Sellerbe delivered to Seller the following: (a) a certificate confirming the good standing of Buyer from the Secretary of State of the State of Delaware, dated within ten (10) Business Days of the The Closing DatePayment; (b) a copy Two (2) counterpart originals of the certificate Xxxx of formation of Sale, duly executed by Buyer, as amended, certified as of a date not earlier than ten (10) Business Days prior to the Closing Date; (c) a cross receipt acknowledging receipt of the LLC InterestsAn original Parking Agreement Assignment, duly executed by Buyer; (d) a A duly executed certificate from an authorized officer of BuyerBuyer (the “Buyer Closing Certificate”) in the form of Exhibit “L” attached hereto, dated as of updating the representations and warranties contained in Section 8.2 hereof to the Closing Date, to the effect that the conditions set forth in Section 7.2(a) Date and (b) have been satisfiednoting any changes thereto; (e) evidence A duly executed copy of approval of all the Governmental Entities required of BuyerClosing Statement; (f) an amount equal to the Closing Date Purchase Price as provided in Section 2.1The Hyatt Management Agreement Assignment signed by Buyer; (g) a written opinion from Xxxxxx, Xxxxx & Bockius LLP, addressed to Seller, dated as of the Closing Date, substantially in the form attached hereto as Exhibit AThe Management Agreement Assignments signed by Buyer; (h) The Back Lawn Lease Assignment executed by Buyer; (i) All applicable transfer tax forms at closing, including, without limitation, a copy of Real Property Transfer Declaration form (TD 1000), prepared, completed Form BOE-100-B (Statement of Change in Control and Ownership of Legal Entities) that Buyer will submit to signed by the State of California Board of EqualizationBuyer; and (ij) such other agreements, consents, Such additional documents and instruments as are may be reasonably required by Seller and Title Company in order to be delivered by consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Buyer at the Closing Date pursuant to this Agreement or in a manner not otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Interests contemplated herebyprovided for herein).

Buyer Deliveries. At On or prior to the ClosingClosing Date (it being understood that the Closing Payment shall be delivered no later than 11:00 a.m. Pacific Time on the Closing Date), Buyer shall deliver to Sellerthe Escrow Agent the following: (a) a certificate confirming the good standing The Closing Payment by wire transfer of Buyer from the Secretary of State of the State of Delaware, dated within ten (10) Business Days of the Closing Dateimmediately available federal funds; (b) a copy Two (2) counterparts of the certificate duly executed original Xxxx of formation of BuyerSale, as amendedAssignment, certified as of a date not earlier than ten (10) Business Days prior and Assumption; provided, however, that notwithstanding anything to the Closing Datecontrary, if Buyer has assigned its rights under this Agreement pursuant to and in accordance with the provisions of Section 10.8 hereof, including, without limitation to the Permitted Assignee, then the Xxxx of Sale, Assignment and Assumption shall be in the form of Exhibit “D-2” attached hereto; (c) a cross receipt acknowledging receipt If Buyer has not assigned its rights under this Agreement pursuant to and in accordance with the provisions of Section 10.8 hereof, two (2) counterparts of the LLC Interestsduly executed original Lease Termination; (d) a certificate from an authorized officer Unless Buyer and Seller mutually elect to deliver the same outside of Buyerescrow, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and (b) have been satisfiedduly executed Vendor Notices; (e) evidence Evidence reasonably satisfactory to the Escrow Agent respecting the due organization of approval Buyer and the due authorization and execution by Buyer of all this Agreement and the Governmental Entities documents required of Buyerto be delivered hereunder; (f) an amount equal Such additional documents as may be reasonably required by the Escrow Agent in order to consummate the Closing Date Purchase Price as transactions hereunder (provided the same do not increase in Section 2.1;any material respect the costs to, or liability or obligations of, Buyer in a manner not otherwise provided for herein); and (g) a written opinion from XxxxxxThe Transfer Tax Returns duly executed by Buyer, Xxxxx & Bockius LLP, addressed to Seller, dated as of the Closing Date, substantially in the form attached hereto as Exhibit A; (h) a copy of completed Form BOE-100-B (Statement of Change in Control and Ownership of Legal Entities) that Buyer will submit to the State of California Board of Equalization; and (i) such other agreements, consents, documents and instruments as are reasonably required to be delivered by Buyer at the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Interests contemplated herebyextent required.

Buyer Deliveries. At least three (3) business days prior to the ClosingClosing Date (except as to the Closing Payment, which shall be delivered no later than 11:00 A.M. local time on the Closing Date), Buyer shall deliver to Sellerthe Escrow Agent the following: (a) a certificate confirming the good standing The Closing Payment by wire transfer of Buyer from the Secretary of State of the State of Delaware, dated within ten (10) Business Days of the Closing Dateimmediately available federal funds; (b) a copy of the certificate of formation of Buyer, as amended, certified as of a date not earlier than ten (10) Business Days prior to the Closing DateA duly executed original Assignment and Assumption; (c) a cross receipt acknowledging receipt A duly executed original certificate of Buyer (“Buyer Closing Certificate”) in the LLC Interestsform of Exhibit “M” updating the representations and warranties contained in this Agreement to the Closing Date which (i) shall not disclose any material exceptions unless they are expressly permitted by this Agreement or could not reasonably be avoided by Buyer and (ii) confirm the release and other provisions therein contained; (d) a certificate from an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and (b) have been satisfiedDuly executed Tenant Notices; (e) evidence Evidence reasonably satisfactory to Seller and the Escrow Agent respecting the due organization of approval Buyer and the due authorization and execution by Buyer of all this Agreement and the Governmental Entities documents required of Buyerto be delivered hereunder; (f) an amount equal Such additional documents as may be reasonably required by Seller and the Escrow Agent in or to consummate the Closing Date Purchase Price as transactions hereunder (provided the same do not increase in Section 2.1;any material respect the costs to, or liability or obligations of, Buyer in a manner not otherwise provided for herein); and (g) a written opinion from Xxxxxx, Xxxxx & Bockius LLP, addressed duly executed and acknowledged original Ground Lease Assignment with respect to Seller, dated as each of the Closing Date, substantially in the form attached hereto as Exhibit A; (h) a copy of completed Form BOE-100-B (Statement of Change in Control and Ownership of Legal Entities) that Buyer will submit to the State of California Board of Equalization; and (i) such other agreements, consents, documents and instruments as are reasonably required to be delivered by Buyer at the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Interests contemplated herebyGround Leases.

Buyer Deliveries. At On or prior to the ClosingClosing Date (it being understood that the Closing Payment shall be delivered no later than 1:00 p.m. EST on the Closing Date), Buyer shall deliver to Sellerthe Escrow Agent the following: (a) a certificate confirming the good standing The Closing Payment by wire transfer of Buyer from the Secretary of State of the State of Delaware, dated within ten (10) Business Days of the Closing Dateimmediately available federal funds; (b) a copy Two (2) counterparts of the certificate of formation of Buyerduly executed original Xxxx Of Sale, as amendedAssignment, certified as of a date not earlier than ten (10) Business Days prior to the Closing Dateand Assumption; (c) a cross receipt acknowledging receipt Unless Buyer and Sellers mutually elect to deliver the same outside of the LLC Interestsescrow, duly executed Tenant Notices; (d) a certificate from an authorized officer Unless Buyer and Sellers mutually elect to deliver the same outside of Buyerescrow, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and (b) have been satisfiedduly executed Vendor Notices; (e) evidence of approval of all the Governmental Entities required of The Buyer Closing Certificate duly executed by Buyer; (f) an amount equal Evidence reasonably satisfactory to the Closing Date Purchase Price as provided in Section 2.1Escrow Agent respecting the due organization of Buyer and the due authorization and execution by Buyer of this Agreement and the documents required to be delivered hereunder; (g) Such additional documents as may be reasonably required by the Escrow Agent in order to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Buyer in a written opinion from Xxxxxx, Xxxxx & Bockius LLP, addressed to Seller, dated as of the Closing Date, substantially in the form attached hereto as Exhibit A;manner not otherwise provided for herein); and (h) a copy of completed Form BOE-100-B (Statement of Change in Control and Ownership of Legal Entities) that Buyer will submit The Transfer Tax Returns duly executed by Buyer, to the State of California Board of Equalization; and (i) such other agreements, consents, documents and instruments as are reasonably required to be delivered by Buyer at the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Interests contemplated herebyextent required.

Buyer Deliveries. At the Closing, Buyer Buyers shall deliver to Seller, or facilitate delivery to Seller, as follows: (a) 2.3.1 Each Buyer shall deliver a certificate Certificate confirming the good standing of such Buyer from the Secretary of State of the State of Delaware, Delaware dated within ten (10) Business Days of the Closing Date; (b) 2.3.2 Each Buyer shall pay the Purchase Price, allocated between the Buyers based on their Pro Rata Share, by wire transfer of immediately available funds, in dollars, to such address and bank account as shall be designated in writing by Seller; 2.3.3 Magnum shall deliver a copy consent of the certificate members of formation the Company to transactions contemplated by this Agreement in the form of BuyerExhibit B, as amendedduly executed by Magnum, certified as of Magnum Liquids, LLC, a date not earlier than ten Delaware limited liability company, and SNC Management Holdings, LLC, a Delaware limited liability company (10) Business Days prior to the Closing Date“Member Consent); (c) a cross receipt acknowledging receipt of the LLC Interests; (d) a certificate from an 2.3.4 An authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) Company shall deliver an amended and (b) have been satisfied; (e) evidence of approval of all the Governmental Entities required of Buyer; (f) an amount equal to the Closing Date Purchase Price as provided in Section 2.1; (g) a written opinion from Xxxxxx, Xxxxx & Bockius LLP, addressed to Seller, dated as of the Closing Date, substantially restated NGL Corporate Services Agreement in the form attached hereto as of Exhibit AD (the “Corporate Services Agreement”), duly executed by the Company; (h) 2.3.5 An authorized officer of the Company shall deliver a copy of completed Form BOE-100-B (Statement of Change in Control and Ownership of Legal Entities) that Buyer will submit written consent from XXXXX to the State of California Board of Equalizationtransactions contemplated at Closing or reasonably satisfactory evidence that such a consent is not required; and (i) 2.3.6 Each Buyer shall deliver such other agreements, consents, documents and instruments as are reasonably required to be delivered by either Buyer at on the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Subject Interests contemplated hereby.

Buyer Deliveries. At the Closing, Buyer shall deliver the following to SellerSeller either directly or through Escrow hereunder: (a) a certificate confirming the good standing A duly executed and acknowledged Assignment of Buyer from the Secretary of State of the State of Delaware, dated within ten (10) Business Days of the Closing DateLeases; (b) a copy A duly executed and acknowledged Assignment of the certificate of formation of Buyer, as amended, certified as of a date not earlier than ten (10) Business Days prior to the Closing DateContracts; (c) a cross receipt acknowledging receipt A duly executed and acknowledged Assignment of the LLC InterestsWarranties; (d) a A certificate from an authorized officer of Buyer, dated as of Buyer ("Buyer Closing Certificate") updating the representations and warranties contained in Paragraph 7(B) to the Closing DateDate and noting any changes thereto, which changes shall be subject to the effect that the conditions set forth in Section 7.2(a) Seller's reasonable approval (and (b) have been satisfiedwhich approval shall be a condition precedent to Closing); (e) evidence of approval of all the Governmental Entities required of Buyerduly executed Tenant Notices; (f) Original copies of any required real estate transfer tax declarations executed by Buyer or any other similar documentation, if applicable, required to evidence the payment of any tax imposed by the state, county and city on the transaction contemplated hereby unless Buyer has received an amount equal to the Closing Date Purchase Price as provided in Section 2.1exemption from such transfer tax before Closing; (g) a written opinion from Xxxxxx, Xxxxx & Bockius LLP, addressed to Seller, dated as of the Closing Date, substantially in the form attached hereto as Exhibit ASettlement or closing statement; (h) a copy Evidence reasonably satisfactory to Seller and Title Company respecting the due organization of completed Form BOE-100-B (Statement Buyer and the due authorization and execution of Change in Control this Agreement and Ownership of Legal Entities) that Buyer will submit the documents required to the State of California Board of Equalizationbe delivered hereunder; and (i) such other agreements, consents, Such additional documents and instruments as are may be reasonably required by Seller and Title Company in or to be delivered by consummate the transactions hereunder (provided the same do not materially increase the costs to, or liability or obligations of, Buyer at the Closing Date pursuant to this Agreement or in a manner not otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Interests contemplated herebyprovided for herein).

Buyer Deliveries. At least three (3) business days prior to the ClosingClosing Date (except as to the Closing Payment, which shall be delivered no later than 11:00 A.M. local time on the Closing Date), Buyer shall deliver to Sellerthe Escrow Agent the following: (a) a certificate confirming the good standing The Closing Payment by wire transfer of Buyer from the Secretary of State of the State of Delaware, dated within ten (10) Business Days of the Closing Dateimmediately available federal funds; (b) a copy A duly executed and acknowledged original Ground Leasehold Assignment with respect to each of the certificate of formation of Buyer, as amended, certified as of a date not earlier than ten (10) Business Days prior to the Closing DateLeasehold Properties; (c) a cross receipt acknowledging receipt of the LLC Interestsintentionally omitted; (d) a certificate from an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and (b) have been satisfiedintentionally omitted; (e) evidence of approval of all the Governmental Entities required of Buyerintentionally omitted; (f) an amount equal to A duly executed original Assignment and Assumption for each of the Closing Date Purchase Price as provided in Section 2.1Fee Properties and the Leasehold Properties; (g) a written opinion from Xxxxxx, Xxxxx & Bockius LLP, addressed to Seller, dated as of Duly executed Tenant Notices for the Closing Date, substantially in Fee Properties and the form attached hereto as Exhibit ALeasehold Properties; (h) a copy Evidence reasonably satisfactory to Sellers and the Escrow Agent respecting the due organization of completed Form BOE-100-B (Statement Buyer and the due authorization and execution by Buyer of Change in Control this Agreement and Ownership of Legal Entities) that Buyer will submit the documents required to the State of California Board of Equalizationbe delivered hereunder; and (i) such other agreements, consents, Such additional documents and instruments as are may be reasonably required by Sellers and the Escrow Agent in order to be delivered by consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Buyer at the Closing Date pursuant to this Agreement or in a manner not otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Interests contemplated herebyprovided for herein).

Buyer Deliveries. At the Closing, Buyer shall deliver to Seller: (a) a certificate confirming the good standing of Buyer from the Secretary of State of the State of Delaware, dated within ten (10) Business Days of the Closing Date; (b) a copy of the certificate of formation of Buyer, as amended, certified as of a date not earlier than ten (10) Business Days prior to the Closing Date; (c) a cross receipt acknowledging receipt Buyer’s duly executed counterpart of an assignment of the LLC Interests, substantially in the form set forth on Exhibit B; (d) a certificate from an authorized officer of Buyer, dated as of the Closing Date, to the effect that the conditions set forth in Section Sections 7.2(a) and (b7.2(b) have been satisfied; (e) evidence of approval of all the Governmental Entities required of BuyerBuyer as set forth on Schedule 5.4; (f) an amount equal to the Closing Date Purchase Price as provided in Section 2.1, subject to Section 2.6(a); (g) a written opinion from Xxxxxx, Xxxxx & Bockius LLP, addressed to Seller, dated as of the Closing Date, substantially in the form attached hereto as Exhibit A; (h) a copy of completed Form BOE-100-B (Statement of Change in Control and Ownership of Legal Entities) that Buyer will timely submit to the State of California Board of Equalization; (h) the Transition Services Agreement; and (i) such other agreements, consents, documents and instruments as are reasonably required to be delivered by Buyer at or prior to the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Interests contemplated hereby.

Buyer Deliveries. At On or prior to the ClosingClosing Document Delivery Deadline (except as to the Closing Payment, which Xxxxx shall deliver no later than the Closing Wire Deadline on the Closing Date), Buyer shall deliver to SellerEscrow Agent the following: (aA) a certificate confirming the good standing of Buyer from the Secretary of State of the State of Delaware, dated within ten (10) Business Days of the Closing DatePayment by wire transfer (via Fedwire) of immediately available funds; (bB) a copy of the certificate a duly executed Bill of formation of BuyerSale, as amended, certified as of a date not earlier than ten (10) Business Days prior to the Closing DateAssignment and Assumption; (cC) a cross receipt acknowledging receipt copy of a duly executed certificate of Buyer (“Buyer Closing Certificate”) in the LLC Interests; (d) a certificate from an authorized officer form of Buyer, dated as Exhibit G updating the representations and warranties of the Closing Date, to the effect that the conditions set forth Buyer contained in Section 7.2(a) and (b) have been satisfied; (e) evidence of approval of all the Governmental Entities required of Buyer; (f) an amount equal this Agreement to the Closing Date Purchase Price as provided in Section 2.1and noting any material changes thereto; (gD) a written opinion from Xxxxxx, Xxxxx & Bockius LLP, addressed Florida Conveyance Affidavit with respect to Seller, dated as of the Closing Date, substantially Buyer in the form attached hereto as Exhibit AH, executed by the applicable Affiliate of the Buyer; (hE) a copy of completed Form BOE-100-B (Statement of Change in Control and Ownership of Legal Entities) that Buyer will submit to the State extent applicable, duly executed Vendor Notices; (F) the Closing Statement reflecting the Purchase Price, and the adjustments and prorations required hereunder and the allocation of California Board of Equalizationincome and expenses required hereby; and (iG) such other agreementsto the extent applicable, consents, evidence reasonably satisfactory to Seller and Title Company respecting the due formation of Buyer and the due authorization and execution by Xxxxx of this Agreement and the documents and instruments as are reasonably required to be delivered by Buyer at the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Interests contemplated herebyhereunder.

Buyer Deliveries. At the Closing, Buyer shall deliver to SellerEscrow Holder the following: (a) a certificate confirming the good standing of Buyer from the Secretary of State of the State of DelawareOn or prior to 11:00 a.m., dated within ten (10) Business Days of Pacific Time, on the Closing Date, the Closing Payment by wire transfer of immediately available federal funds; (b) a copy A duly executed Assignment of the certificate of formation of Buyer, as amended, certified as of a date not earlier than ten (10) Business Days prior to the Closing DateLeases; (c) a cross receipt acknowledging receipt A duly executed original of the LLC InterestsXxxx of Sale, Assignment and Assumption; (d) a certificate from an authorized officer of Buyer, dated as A duly executed and acknowledged original of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and (b) have been satisfiedEnvironmental Covenant; (e) evidence A duly executed original certificate of approval Buyer (“Buyer Closing Certificate”) in the form of all Exhibit N updating the Governmental Entities required of Buyerrepresentations and warranties contained in Section 7.2 to the Closing Date and noting any material changes thereto and confirming the release and other provisions therein contained; (f) an amount equal to the Closing Date Purchase Price as provided in Section 2.1A duly executed Tenant Notice for each Tenant; (g) a written opinion from Xxxxxx, Xxxxx & Bockius LLP, addressed Evidence reasonably satisfactory to Seller, dated as Seller and Title Company respecting the due organization of Buyer and the Closing Date, substantially in due authorization and execution by Buyer of this Agreement and the form attached hereto as Exhibit A;documents required to be delivered hereunder; and (h) a copy of completed Form BOE-100-B (Statement of Change in Control and Ownership of Legal Entities) that Buyer will submit to the State of California Board of Equalization; and (i) such other agreements, consents, Such additional documents and instruments as are may be reasonably required by Seller and Title Company in order to be delivered by consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Buyer at the Closing Date pursuant to this Agreement or in a manner not otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Interests contemplated herebyprovided for herein).

Buyer Deliveries. At the Closing, Buyer shall deliver to Sellerthe Escrow Holder the following: (a) a certificate confirming the good standing of Buyer from the Secretary of State of the State of Delaware, dated within ten (10) Business Days of the The Closing DatePayment in immediately available federal funds; (b) a copy of An original Hotel Ground Lease Assignment and Assumption for the certificate of formation of Property, duly executed by Buyer, as amended, certified as of a date not earlier than ten (10) Business Days prior to the Closing Date; (c) a cross receipt acknowledging receipt of An original Retail Ground Lease Assignment and Assumption for the LLC InterestsProperty, duly executed by Buyer; (d) a certificate from an authorized officer of An original Management Agreement Assignment and Assumption for the Property, duly executed by Buyer, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and (b) have been satisfied; (e) evidence of approval of all An original Option Agreement Assignment and Assumption for the Governmental Entities required of Property, duly executed by Buyer; (f) an amount equal to An original License Agreement Assignment and Assumption for the Closing Date Purchase Price as provided in Section 2.1Property, duly executed by Buyer; (g) a written opinion from XxxxxxAn original of Other Assignment and Assumption Agreement, Xxxxx & Bockius LLP, addressed to Seller, dated as of the Closing Date, substantially in the form attached hereto as Exhibit Aduly executed by Buyer; (h) a copy An original Xxxx of completed Form BOE-100-B Sale, duly executed by Buyer; (Statement i) A duly executed original certificate of Change Buyer (“Buyer Closing Certificate”) in Control the form of Exhibit R updating the representations and Ownership of Legal Entities) that Buyer will submit warranties contained in Section 6.2 to the State Closing Date and noting any changes thereto; (j) A duly executed and acknowledged Interim Beverage Services Agreement; (k) Evidence reasonably satisfactory to Seller and Title Company respecting the due organization of California Board Buyer and the due authorization and execution of Equalizationthis Agreement and the documents required to be delivered hereunder; and (il) such other agreementsSuch additional documents as may be reasonably required by Seller or Title Company in or to consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, consentsor liability or obligations of, Buyer in a manner not otherwise provided for herein), the acceptability of which documents and instruments as are reasonably required conditions Buyer’s obligation to be delivered by Buyer at the Closing Date pursuant to this Agreement or otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Interests contemplated herebyclose.

Buyer Deliveries. At least one (1) business day prior to the ClosingClosing Date (except as to the Closing Payment, which shall be delivered no later than 10:00 a.m. Pacific time on the Closing Date), Buyer shall deliver to SellerEscrow Agent the following: (a) a certificate confirming the good standing The Closing Payment by wire transfer of Buyer from the Secretary of State of the State of Delaware, dated within ten (10) Business Days of the Closing Dateimmediately available federal funds; (b) a copy A duly executed original Xxxx of the certificate of formation of BuyerSale, as amended, certified as of a date not earlier than ten (10) Business Days prior to the Closing DateAssignment and Assumption; (c) Unless Buyer and Seller elect to deliver the same outside of escrow, a cross receipt acknowledging receipt of the LLC Interestsduly executed Tenant Notice; (d) a certificate from an authorized officer Unless Buyer and Seller elect to deliver the same outside of Buyerescrow, dated as of the Closing Date, to the effect that the conditions set forth in Section 7.2(a) and (b) have been satisfiedduly executed Vendor Notices; (e) evidence A duly executed preliminary change of approval of all ownership report for the Governmental Entities required of BuyerProperty; (f) an amount equal to the The duly executed Buyer Closing Date Purchase Price as provided in Section 2.1Certificate; (g) a written opinion from Xxxxxx, Xxxxx & Bockius LLP, addressed Evidence reasonably satisfactory to Seller, dated as Escrow Agent regarding the due organization of Buyer and the Closing Date, substantially in due authorization and execution by Buyer of this Agreement and the form attached hereto as Exhibit A;documents required to be delivered hereunder; and (h) a copy of completed Form BOE-100-B (Statement of Change in Control and Ownership of Legal Entities) that Buyer will submit to the State of California Board of Equalization; and (i) such other agreements, consents, Such additional documents and instruments as are may be reasonably required by Seller and Escrow Agent in order to be delivered by consummate the transactions hereunder (provided the same do not increase in any material respect the costs to, or liability or obligations of, Buyer at the Closing Date pursuant to this Agreement or in a manner not otherwise reasonably required in connection herewith, including all such other instruments as Seller or its counsel may reasonably request in connection with the purchase of the LLC Interests contemplated herebyprovided for herein).