Common use of Buyer’s Obligations at Closing Clause in Contracts

Buyer’s Obligations at Closing. At, or prior to Closing, Buyer shall: (a) pay to Seller through Escrow the full amount of the Purchase Price (due credit shall be given for the Deposit as provided herein), as increased or decreased by prorations and adjustments as herein provided in immediately available wire transferred funds pursuant to Section 1.4 hereof; (b) with respect to each Property, deliver or cause to be delivered to Seller through Escrow two (2) original counterparts of a duly executed Assignment of Contracts and Intangibles; (c) if any representation or warranty of Buyer needs to be modified due to changes since the Effective Date, deliver to Seller a duly executed original certificate of Buyer (“Buyer’s Closing Certificate”), dated as of the Closing Date and executed on behalf of Buyer by a duly authorized officer thereof, updating the representations and warranties contained in Section 5.3 below to the Closing Date and identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Buyer be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty set forth in Section 5.3 hereof which results from any change that (i) occurs between the Effective Date and the date of Closing, and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Buyer to prevent. The occurrence of a change in a representation or warranty shall, if materially adverse to Seller, as determined by Seller in Seller’s reasonable good faith business judgment, constitute the non-fulfillment of the conditions set forth in Section 4.9(c) hereof, unless such matter is cured at least one (1) Business Day prior to Closing. If, despite changes or other matters described in Buyer’s Closing Certificate, the Closing occurs, Buyer’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (d) deliver to the Title Company or Escrow Holder such evidence as either may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer; (e) with respect to each Property, deliver or cause to be delivered to Seller through Escrow two (2) original counterparts of a duly executed Assignment of Leases; (f) execute and deliver a closing statement acceptable to Buyer through Escrow; (g) perform and satisfy all agreements and covenants required hereby to be performed by Buyer prior to or at the Closing; (h) execute and deliver and cause any Buyer-Affiliated Assignee (as defined in Section 10.3 hereof), if applicable, to execute and deliver to Seller a release of claims (the “Release”) in the form attached hereto as Exhibit N; and (i) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement, including the Sales Disclosure Form required by the State of Indiana to be completed on State Form 46021, as amended.

Buyer’s Obligations at Closing. At, or prior to At the Closing, Buyer shall: (a) pay deliver to Seller through Escrow the full amount a copy of any power of attorney or corporate resolution under which this Agreement and any other documents referred to in it is executed and evidence of the Purchase Price (due credit shall be given for the Deposit as provided herein), as increased or decreased by prorations and adjustments as herein provided in immediately available wire transferred funds pursuant to Section 1.4 hereofauthority of any person signing on behalf of any corporate entity; (b) with respect to each Propertythe extent not provided prior to Closing, deliver or cause procure to be delivered to Seller through Escrow two (2) original counterparts a copy of a duly executed Assignment the relevant consent in respect of Contracts and Intangibleseach of the Authority Approvals; (c) if any representation pay or warranty procure the payment of Buyer needs to be modified due to changes since the Effective Date, deliver Purchase Price to Seller a duly executed original certificate of Buyer (“Buyer’s Closing Certificate”pursuant to Section 3(b), dated as of the Closing Date and executed on behalf of Buyer by a duly authorized officer thereof, updating the representations and warranties contained in Section 5.3 below to the Closing Date and identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Buyer be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty set forth in Section 5.3 hereof which results from any change that (i) occurs between the Effective Date and the date of Closing, and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Buyer to prevent. The occurrence of a change in a representation or warranty shall, if materially adverse to Seller, as determined by Seller in Seller’s reasonable good faith business judgment, constitute the non-fulfillment of the conditions set forth in Section 4.9(c) hereof, unless such matter is cured at least one (1) Business Day prior to Closing. If, despite changes or other matters described in Buyer’s Closing Certificate, the Closing occurs, Buyer’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (d) deliver to pay or procure the Title Company or Escrow Holder such evidence as either may reasonably require as to the authority of the person or persons executing documents payment (on behalf of Buyerthe Group Companies) of the necessary cash funds required for the repayment and discharge in full of any outstanding amounts (including any accrued interest, break, prepayment or similar fees, charges, foreign currency charges, conversion expenses or costs) under the Existing Debt Facilities and the close-out of the Existing Hedging to the relevant lenders’, hedging counterparties’ or their agent’s bank account(s) as notified by the Company for the purposes of the final repayment and discharge of the Existing Debt Facilities and the Existing Hedging and the release of the Existing Debt Security (the Release Amount); (e) with respect pay or procure the payment (on behalf of the Company) of the Project Parry Existing Intercompany Loan Amount to each Property, deliver or cause to be delivered to Seller through Escrow two (2) original counterparts Project Parry Jersey Limited by way of a duly executed Assignment repayment and discharge in full of Leasesthe Project Parry Existing Intercompany Loan; (f) execute and to the extent that the Warrantors deliver a closing statement acceptable duly executed Supplementary Disclosure Letter to Buyer through Escrow;Buyer, deliver to the Warrantors (or to Seller on behalf of the Warrantors) a Supplementary Disclosure Letter duly executed by Buyer; and (g) perform procure that an extraordinary shareholder’s meeting of the Company is held resolving upon the appointment of new members to the board of directors of the Company (and satisfy all agreements such other matters as Buyer may consider necessary or desirable). Buyer shall prepare the minutes of the said meetings as well as any ancillary documentation and covenants required hereby to be performed by Buyer prior to or at shall promptly thereafter notify the Closing; Swedish Companies Registration Office (hSw. Bolagsverket) execute and deliver and cause any Buyer-Affiliated Assignee (as defined in Section 10.3 hereof), if applicable, to execute and deliver to Seller a release of claims (about the “Release”) in the form attached hereto as Exhibit N; and (i) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement, including the Sales Disclosure Form required by the State of Indiana to be completed on State Form 46021, as amendedchanges.

Buyer’s Obligations at Closing. At, or At least one (1) Business Day prior to Closingthe scheduled Closing Date, Buyer shall:shall (or shall cause a Buyer Entity or Buyer’s permitted assignee/nominee pursuant to Section 10.3 below to): (a) pay to Seller through Escrow the full amount of the Purchase Price (due credit shall be given for the Deposit as provided hereinDeposit), as increased or decreased by prorations and adjustments as herein provided in immediately available wire transferred funds pursuant to Section 1.4 1.5 hereof; (b) with respect to each Property, deliver or cause to be delivered to join Seller in execution and delivery through Escrow two (2) original counterparts of a duly executed the Assignment of Contracts Leases, Assignment of Contracts, Assignments of Ground Lease and IntangiblesAssignment of Parking Lease; (c) join Seller in execution outside of Escrow of the Tenant Notices and the Lessor Notices; (d) if any representation or warranty of Buyer needs to be modified due to changes since the Effective Date, deliver to Seller through Escrow a duly executed original certificate of Buyer (“Buyer’s Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Buyer by a duly authorized officer thereof, updating the representations and warranties contained in Section 5.3 below to the Closing Date and identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. Unless such certificate is received at Closing, Buyer’s representations and warranties made in this Agreement, shall be deemed to remade at and as of Closing. In no event shall Buyer be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of representation or warranty set forth in Section 5.3 hereof which results from any change that (i) occurs between the Effective Date and the date of Closing, and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Buyer to prevent. The occurrence of a change in a representation or warranty shall, if materially adverse to Seller, as determined by Seller in Seller’s reasonable good faith business judgmentits sole discretion, constitute the non-fulfillment of the conditions set forth in Section 4.9(c4.8(c) hereof, unless such matter is cured at least one (1) Business Day prior to Closing. If, despite changes or other matters described in Buyer’s Closing Certificatesuch certificate, the Closing occurs, Buyer’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (de) deliver to Seller such evidence as the Title Company or Escrow Holder such evidence as either may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer; (ef) with respect deliver such affidavits, as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to each Property, deliver or cause to be delivered to Seller through Escrow two (2) original counterparts of a duly executed Assignment of LeasesBuyer; (fg) execute and deliver a closing statement acceptable to Buyer confirming the prorations, credits and adjustments hereunder through Escrow; (gh) join Seller in execution and delivery of the Transfer Tax documents; (i) Intentionally omitted; (j) perform and satisfy all agreements and covenants required hereby to be performed by Buyer prior to or at the Closing; execute and deliver all documents and instruments to be executed by Buyer, any Buyer Entity or any other permitted assignee or nominee of Buyer, as applicable, to evidence the assumption by such party of all of Seller’s, or its Affiliates’, as applicable, rights and obligations under this Agreement; (hk) execute and deliver and cause any Buyer-Affiliated Assignee (as defined in Section 10.3 hereof), if applicable, to execute and deliver to Seller a release of claims (the “Release”) in the form attached hereto as Exhibit NIntentionally omitted; and (il) deliver such additional other documents as shall may be reasonably required necessary or appropriate to consummate effect the consummation of the transaction contemplated by which is the subject of this Agreement, including the Sales Disclosure Form required by the State of Indiana to be completed on State Form 46021including, as amendedbut not limited to, any escrow agreements described in this Agreement.

Buyer’s Obligations at Closing. At, or Buyer shall: ------------------------------ (a) Not less than one (1) business day prior to Closing, Buyer shalldeliver to Escrow Holder: (ai) pay to Seller through Escrow the full amount of the Purchase Price (due credit shall be given for the Deposit as provided herein), as increased or decreased by prorations and adjustments adjustments, less the Deposit, as herein provided in immediately available wire transferred funds pursuant to Section 1.4 1.5 hereof; (bii) with respect to each Property, deliver or cause to be delivered to Seller through Escrow two (2) original counterparts of a duly executed Assignment of Contracts and IntangiblesLease; (ciii) a duly executed Assignment of Contracts; (iv) such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer; (v) such affidavits, as may be customarily and reasonably required by the Title Company; (vi) an executed closing statement reasonably acceptable to Buyer; and (vii) such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement; (b) if any representation or warranty of Buyer set forth in Section 5.5 hereof needs to be modified due to changes since the Effective Date, deliver to Seller a duly executed original certificate of Buyer (“Buyer’s Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Buyer by a duly authorized officer representative thereof, updating the representations and warranties contained in Section 5.3 below to the Closing Date and identifying any such representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Buyer be liable to Seller for, or be deemed to be in default hereunder by reason of, of any breach of representation or warranty set forth in Section 5.3 5.5 hereof which results from any change that (i) occurs between the Effective Date and the date of Closing, Closing and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Buyer to prevent. The occurrence of a change in a representation or warranty which is not permitted hereunder or is beyond the reasonable control of Buyer to prevent shall, if materially adverse to Seller, as determined by Seller in Seller’s reasonable good faith business judgment, constitute the non-fulfillment of the conditions set forth in Section 4.9(c4.7(c) hereof, unless such matter is cured at least one (1) Business Day prior to Closing. If, despite changes or other matters described in Buyer’s Closing Certificatesuch certificate, the Closing occurs, Buyer’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (d) deliver to the Title Company or Escrow Holder such evidence as either may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer; (e) with respect to each Property, deliver or cause to be delivered to Seller through Escrow two (2) original counterparts of a duly executed Assignment of Leases; (f) execute and deliver a closing statement acceptable to Buyer through Escrow; (g) perform and satisfy all agreements and covenants required hereby to be performed by Buyer prior to or at the Closing; (h) execute and deliver and cause any Buyer-Affiliated Assignee (as defined in Section 10.3 hereof), if applicable, to execute and deliver to Seller a release of claims (the “Release”) in the form attached hereto as Exhibit N; and (ic) deliver such additional documents as shall be reasonably required join with Seller to consummate execute the transaction contemplated by this Agreement, including the Sales Disclosure Form required by the State of Indiana to be completed on State Form 46021, as amendedTenant Notices.

Buyer’s Obligations at Closing. At, or prior to Closing, Buyer shall: (a) pay to Seller through Escrow the full amount of the Purchase Price (due credit shall be given for the Deposit as provided herein), as increased or decreased by prorations and adjustments as herein provided and as adjusted as a result of any Partial Termination of this Agreement in accordance with the terms herein provided in immediately available wire transferred funds pursuant to Section 1.4 1.5 hereof; (b) with respect to each Property, deliver or cause to be delivered to join Seller in execution and delivery through Escrow two (2) original counterparts of a duly executed the Assignment of Contracts Leases, Assignment of Ground Lease and Intangiblesthe Assignment of Ancillary Documents; (c) if prior to Closing Buyer becomes aware of any fact or circumstance which makes any representation or warranty of Buyer needs in this Agreement untrue, then (i) Buyer shall promptly disclose such fact in writing to be modified due to changes since the Effective DateSeller, and (ii) at Closing, Buyer shall deliver to Seller a duly executed original certificate of Buyer (“Buyer’s Closing Certificate”), dated as of the Closing Date and executed on behalf of Buyer by a duly authorized officer thereof, updating the representations and warranties contained in Section 5.3 5.3, Section 11.4 and Section 12.4 below to the Closing Date and identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In Notwithstanding any provision in this Agreement to the contrary, in no event shall Buyer be liable to Seller for, or be deemed to be in default hereunder by reason of, any breach of such change to a representation or warranty set forth in Section 5.3 hereof which results from (or the fact any change such representation or warranty was incorrect prior to such change); provided, however, that (i) occurs between the Effective Date and the date of Closing, and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Buyer to prevent. The occurrence of a change in a representation or warranty shall, if materially adverse to Seller, as determined Seller and if not cured by Seller in Seller’s reasonable good faith business judgmentBuyer prior to Closing, constitute the non-fulfillment of the conditions set forth in Section 4.9(c4.8(c) hereof, unless such matter is cured at least one and entitle Seller to (1among other things) Business Day prior to Closingexecute its right under Section 1.6(b). If, despite changes or other matters described in Buyer’s Closing Certificate, the Closing occurs, Buyer’s representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (d) deliver to Title Company such evidence as the Title Company or Escrow Holder such evidence as either may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer; (e) with respect to each Property, deliver or cause to be delivered to Seller through Escrow two (2) original counterparts of a duly executed Assignment of Leases; (f) execute and deliver a closing statement mutually acceptable to Seller and Buyer through Escrow; (gf) perform and satisfy all agreements and covenants required hereby to be performed by Buyer prior to or at the Closing;; and (hg) execute and deliver and cause any Buyer-Affiliated Assignee (as defined in Section 10.3 hereof), if applicable, to execute and deliver to Seller a release of claims (the “Release”) in the form attached hereto as Exhibit N; (h) execute and deliver a legally binding addendum to each LP Agreement (as such term is defined in Section 12.1 hereof) in accordance with Section 10.8(a) thereof; and (i) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement, including the Sales Disclosure Form required by the State of Indiana to be completed on State Form 46021, as amended.

Buyer’s Obligations at Closing. At, or prior to Closing, Buyer shall:; (a) pay to Seller through Escrow the full amount of the Purchase Price (due credit which amount shall be given for include the Deposit and all accrued interest as provided herein), as increased or decreased by prorations and adjustments as herein provided provided, in immediately available wire transferred funds pursuant to Section 1.4 hereof; (b) with respect to each Property, deliver or cause to be delivered to join Seller in execution and delivery through Escrow two (2) original counterparts of a duly executed the Assignment of Leases, Assignment of Contracts and IntangiblesTenant Notices; (c) if any representation or warranty of Buyer set forth in Section 5.4 hereof needs to be modified due to changes since the Effective Date, deliver to Seller a duly executed original certificate of Buyer (“Buyer’s Closing Certificate”)certificate, dated as of the date of Closing Date and executed on behalf of Buyer by a duly authorized officer representative thereof, updating the representations and warranties contained in Section 5.3 below to the Closing Date and identifying any such representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change. In no event shall Buyer be liable to Seller for, or be deemed to be in default hereunder by reason of, of any breach of representation or warranty set forth in Section 5.3 5.4 hereof which results from any change that (i) occurs between the Effective Date and the date of Closing, Closing and (ii) is expressly permitted under the terms of this Agreement or is beyond the reasonable control of Buyer to prevent. The occurrence of a change in a representation or warranty which is not permitted hereunder or is beyond the reasonable control of Buyer to prevent shall, if materially adverse to Seller, as determined by Seller in Seller’s reasonable good faith business judgment, constitute the non-fulfillment of the conditions set forth in Section 4.9(c4.7(c) hereof, unless such matter is cured at least one (1) Business Day prior to Closing. If, despite changes or other matters described in Buyer’s Closing Certificatesuch certificate, the Closing occurs, Buyer’s 's representations and warranties set forth in this Agreement shall be deemed to have been modified by all statements made in such certificate; (d) deliver to Seller such evidence as the Title Company or Escrow Holder such evidence as either may reasonably require as to the authority of the person or persons executing documents on behalf of Buyer; (e) with respect deliver such affidavits, as may be customarily and reasonably required by the Title Company, in a form reasonably acceptable to each Property, deliver or cause to be delivered to Seller through Escrow two (2) original counterparts of a duly executed Assignment of LeasesBuyer; (f) execute and deliver a closing statement acceptable to Buyer through Escrow; (g) perform and satisfy all agreements and covenants required hereby to be performed by Buyer prior to or at the Closing; (h) execute and deliver and cause any Buyer-Affiliated Assignee (as defined in Section 10.3 hereof), if applicable, to execute and deliver to Seller a release of claims (the “Release”) in the form attached hereto as Exhibit N; and (ig) deliver such additional documents as shall be reasonably required to consummate the transaction contemplated by this Agreement, including the Sales Disclosure Form required by the State of Indiana to be completed on State Form 46021, as amended.