Common use of Cedar Deliveries Clause in Contracts

Cedar Deliveries. Cedar shall deliver or cause to be delivered to the Property Owners, Homburg or the Title Company, as the case may be, on the applicable Closing Date the following documents (collectively, “Cedar Deliveries”): (i) the applicable Amended and Restated Partnership Agreement and any formation or similar certificates required by the laws of the State of Delaware, executed by the applicable Cedar Partners; (ii) assignment and assumption agreements in the form attached hereto as Exhibit G between Cedar, as assignor, and Homburg, as assignee, of the applicable Interests (each, an “Assignment and Assumption Agreement”), executed by Cedar; (iii) with respect to each Property, the Management Agreement, executed by the applicable Property Owner and the Manager; (iv) all applicable transfer tax forms, if any; (v) the affidavit referred to in Section 1445 of the Code with all pertinent information confirming that Cedar is not a foreign person, trust, estate, corporation or partnership; (vi) evidence reasonably satisfactory to the Title Company respecting the due organization of the Cedar Partners and the due authorization and execution by the applicable Cedar Partners of this Agreement and the documents required to be delivered hereunder; (vii) to the extent reasonably required by the Title Company, an affidavit of title in the form attached hereto as Exhibit H; (viii) a certificate (the “Update Certificate”) of Cedar dated as of the Closing Date certifying that the representations and warranties of Cedar set forth in Section 11(a) of this Agreement, other than the representations and warranties set forth in Section 11(a) of this Agreement which are made as of the date of this Agreement (the representations and warranties of Seller set forth in Section 11(a) of this Agreement, other than the representations and warranties set forth in Section 11(a) of this Agreement which are made as of the date of this Agreement, being hereafter referenced to as “Closing Date Representations”) remain true and correct in all material respects as of the Closing Date, it being agreed that if any Closing Date Representation shall no longer be true and correct in any material respect due to a change in the facts or circumstances which do not otherwise constitute a default of Cedar pursuant to the express terms of this Agreement and Cedar is unable to deliver the Update Certificate, the failure of Cedar to deliver the Update Certificate shall constitute a failure of a condition to Closing and shall not constitute a default by Cedar under this Agreement, and the sole remedy of Homburg in connection therewith shall be to terminate this Agreement with respect to all Transactions not yet closed by written notice to Cedar (in which event the unapplied portion of the Deposit shall be returned to Homburg and no party hereto shall have any further obligations under this Agreement except under those provisions of this Agreement that expressly survive a termination of this Agreement); and (ix) a settlement statement prepared by the Title Company and approved by Cedar and Homburg (the “Settlement Statement”).

Cedar Deliveries. Cedar shall deliver or cause to be delivered to the Property Ownersto, Homburg RioCan, RioCan GP or the Title CompanyEscrow Agent, as the case may be, on the applicable Closing Date Date, the following documents (collectively, “Cedar Deliveries”):documents: (i) the applicable Amended and Restated Partnership Agreement and any formation or similar certificates required by the laws of the State of Delaware, executed by the applicable Cedar Partners; (ii) assignment and assumption agreements in the form attached hereto as Exhibit G A, between Cedarthe applicable Cedar Partner, as assignor, and Homburgthe applicable RioCan Partners, as assignee, of the applicable Interests (each, an “Assignment and Assumption Agreement”)Cedar Partnership Interests, executed by all parties thereto; (ii) if requested by RioCan, Cedar’s countersignature to the Lender Notification Letters; (iii) an agreement between RioCan and Cedar in form and content reasonably satisfactory to Cedar and RioCan which shall provide that (A) RioCan shall pay to Cedar $25,000 per year per property for up to 10 properties and $15,000 per year per property for each additional property, for the costs related to specific reports required to be produced under the Existing Management Agreements or otherwise currently being provided to RioCan under the Partnership Agreement, which amount shall not exceed $500,000 per year in the aggregate and (B) accounting and financial management services (including duties with respect to each PropertyREIT compliance and certain tax and regulatory filings) respecting the Managed Properties will transition to RioCan no later than December 31, 2012 (and, if possible in RioCan’s discretion, an earlier date to be determined by RioCan), and (C) the Management Agreementamount payable to Cedar pursuant to clause (A) shall terminate as of the date the accounting and financial management services transition has been completed (and annual amounts owed shall be prorated if such transition has been completed prior to December 31, executed by the applicable Property Owner and the Manager2012); (iv) an agreement between Manager and each of the Property Owners revising the Existing Management Agreements to (A) provide for a one year term commencing on the Closing Date; (B) permit termination of all of the Existing Management Agreements at any time upon no less than 90 days notice by RioCan; (C) provide for a management fee of 3.5% of gross revenues of the Managed Properties (to the extent the current fee is less than 3.5%); and (D) provide for the Manager to commit to the orderly transfer of all relevant information, databases and information technology platforms with respect to the Managed Properties (to the extent such transfer is lawful). If a loan secured by a Managed Property requires lender consent to modify the Existing Management Agreement applicable to such Managed Property and such consent shall not have been obtained by Closing then, in lieu of amending such Existing Management Agreement as aforesaid, the letter agreement referenced in clause (iii) shall provide for the same rights (including economic), obligations and other benefits contemplated by the amendment; (v) Cedar shall provide to RioCan a written list of employees that Cedar is intending to terminate contemporaneously herewith. RioCan shall hold such list in the strictest confidence and not distribute such list unless required by law, but shall be entitled to interview and hire such employees following termination by Cedar. RioCan shall not hire any Cedar employees unless terminated by Cedar. All severance obligations of such employees owed in connection with Cedar’s termination of such employees shall be paid by Cedar (whether or not such employees shall be hired by RioCan). The transition of management shall comply with all applicable employment laws. The provisions of this clause (v) shall survive the Closing or earlier termination of this Agreement; (vi) all applicable transfer tax forms, if any; (vvii) termination of the Initial Purchase Agreement executed by Cedar; (viii) the affidavit referred to in Section 1445 of the Code Internal Revenue Code, as amended, with all pertinent information confirming that Cedar is not a foreign person, trust, estate, corporation or partnership; (vi) evidence reasonably satisfactory to the Title Company respecting the due organization of the Cedar Partners and the due authorization and execution by the applicable Cedar Partners of this Agreement and the documents required to be delivered hereunder; (vii) to the extent reasonably required by the Title Company, an affidavit of title in the form attached hereto as Exhibit H; (viiiix) a certificate (the “Update Certificate”) of Cedar dated as of the Closing Date certifying that the representations and warranties of Cedar set forth in Section 11(a6(a) of this Agreement, other than the representations and warranties set forth in Section 11(a6(a) of this Agreement which are made as of the date of this Agreement (the such representations and warranties of Seller Cedar set forth in Section 11(a) of this Agreement, other than the representations and warranties set forth in Section 11(a6(a) of this Agreement which (other than as aforesaid) are made as of the date of this Agreement, being hereafter referenced referred to as “Closing Date Representations”) with respect to the Closing remain true and correct in all material respects as of the Closing Date, it being agreed that if any Closing Date Representation with respect to a particular Closing shall no longer be true and correct in any material respect due to a change in the facts or circumstances which do not otherwise constitute a default of Cedar pursuant to the express terms of this Agreement and Cedar is unable to deliver the Update Certificate, the failure of Cedar to deliver the Update Certificate shall constitute a failure of a condition to such Closing and shall not constitute a default by Cedar under this Agreement, Agreement and the sole remedy of Homburg RioCan in connection therewith shall be to terminate this Agreement with respect to all Transactions not yet closed by written notice to Cedar (in which event the unapplied portion of the Deposit shall be returned to Homburg and no party hereto shall have any further obligations under this Agreement with respect to such Transaction, except under those provisions of this Agreement that expressly survive a termination of this Agreement); and; (ixx) a settlement statement prepared by the Title Company Escrow Agent and approved by Cedar and Homburg RioCan in respect of the Properties (the “Settlement Statement”); (xi) resignation of officers and directors affiliated with Cedar from the REIT, REIT Sub and Partnership, to the extent applicable, in form and content reasonably satisfactory to Cedar and RioCan; and (xii) all such other documents which are required or reasonably necessary to give effect to the Agreement and which have been reasonably requested by RioCan on or before the Closing Date.

Cedar Deliveries. Cedar shall deliver or cause to be delivered to the Property Owners, Homburg RioCan or the Title Company, as the case may be, on the applicable Closing Date the following documents (collectively, “Cedar Deliveries”):documents: (i) with respect to the applicable Amended and Restated first Closing to occur pursuant to the terms of this Agreement, the Partnership Agreement and any formation or similar certificates required by the laws of the State of Delaware, executed by the applicable Cedar Partners; (ii) assignment and assumption agreements in the form attached hereto as Exhibit G required in accordance with the steps outlined on Schedule 2 attached hereto, between Cedarthe applicable Cedar Partner, as assignor, and HomburgREIT Property Subsidiary, as assignee, of the applicable Interests Interests, executed by all parties thereto; (eachiii) with respect to Transaction involving Columbus Crossing only, an operating agreement for the New Columbus Crossing Preferred Partner Lender in a form consistent with the terms of the Partnership Agreement in all material respects and otherwise reasonably acceptable to the parties, executed by REIT Property Subsidiary, as the sole member, together with a copy of the certificate of formation of the New Columbus Crossing Preferred Partner Lender; (iv) with respect to Transaction involving Columbus Crossing only, conveyance documents mutually acceptable to the parties by which all right, title and interest of Existing Columbus Crossing Preferred Partner Lender in, to and under the Columbus Crossing Preferred Partner Loan and the Columbus Crossing Preferred Partner Loan Documents shall be transferred to New Columbus Crossing Preferred Partner Lender, executed by Existing Columbus Crossing Preferred Partner Lender and New Columbus Crossing Preferred Partner Lender; (v) with respect to Transaction involving Columbus Crossing only, a reimbursement agreement in a form reasonably acceptable to the parties whereby Cedar and RioCan REIT shall share liability under the Columbus Crossing Loan Guaranty in accordance with the Percentage Interests of the Cedar Partners and RioCan, respectively (the “Assignment and Assumption Columbus Crossing Reimbursement Agreement”), executed by Cedar; (iiivi) with respect to each Property, the Management Agreement, executed by the applicable Property Owner and the Manager; (ivvii) all applicable transfer tax forms, if any; (vviii) the affidavit referred to in Section 1445 of the Code Internal Revenue Code, as amended, with all pertinent information confirming that Cedar is not a foreign person, trust, estate, corporation or partnership; (viix) evidence reasonably satisfactory to the Title Company respecting the due organization of the Cedar Partners and the due authorization and execution by the applicable Cedar Partners of this Agreement and the documents required to be delivered hereunder; (viix) to the extent reasonably required by the Title Company, an affidavit of title in form and substance reasonably acceptable to Cedar and the form attached hereto as Exhibit HTitle Company; (viiixi) a certificate (the “Update Certificate”) of Cedar dated as of the applicable Closing Date certifying that the representations and warranties of Cedar set forth in Section 11(a13(a) of this Agreement, other than the representations and warranties set forth in Section 11(a13(a) of this Agreement which are made as of the date of this Agreement (the such representations and warranties of Seller Cedar set forth in Section 11(a) of this Agreement, other than the representations and warranties set forth in Section 11(a13(a) of this Agreement which (other than as aforesaid) are made as of the date of this Agreement, being hereafter referenced referred to as “Closing Date Representations”) with respect to the applicable Closing remain true and correct in all material respects as of the applicable Closing Date, it being agreed that if any Closing Date Representation with respect to a particular Closing shall no longer be true and correct in any material respect due to a change in the facts or circumstances which do not otherwise constitute a default of Cedar pursuant to the express terms of this Agreement and Cedar is unable to deliver the Update Certificate, the failure of Cedar to deliver the Update Certificate shall constitute a failure of a condition to such Closing and shall not constitute a default by Cedar under this AgreementAgreement (or the failure of a condition to any other Closing), and the sole remedy of Homburg RioCan in connection therewith shall be to terminate this Agreement with respect to all Transactions not yet closed the applicable Transaction by written notice to Cedar (in which event the unapplied portion of the Deposit shall be returned refunded to Homburg RioCan (if no other Closing with respect to another Property remains outstanding) and no party hereto shall have any further obligations under this Agreement with respect to such Transaction, except under those provisions of this Agreement that expressly survive a termination of this Agreement); and; (ixxii) a settlement statement prepared by the Title Company and approved by Cedar and Homburg RioCan (the “Settlement Statement”); (xiii) evidence of the Lender Approval (if applicable); (xiv) copies of the Tenant Estoppels; (xv) a copy of the Ground Lessor Estoppel (if applicable); (xvi) documents with respect to the Blue Mountain Development Parcel in accordance with the terms of Section 7; and (xvii) all such other documents which are required or reasonably necessary to give effect to the Agreement and which have been reasonably requested by RioCan on or before the applicable Closing Date.