Common use of Closing Matters Clause in Contracts

Closing Matters. (a) Expressly conditioned upon Buyer's compliance with its obligations under SECTION 6.2(b), Sellers shall deliver at Closing: (i) a Deed (containing special or, as appropriate, limited warranties of title) for each Property (the DEED), duly executed and acknowledged by Seller, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a), substantially in the form attached to this Contract as EXHIBIT M; (ii) at least 2 counterparts of a Bill of Sale for each Property (the BILL XX XALE), duly executed by Seller, sxxxxantially in the form attached to this Contract as EXHIBIT N; (iii) at least 2 counterparts of an Assignment of Leases, Contracts, Security Deposits, and Warranties for each Property (the ASSIGNMENT OF LEASES) duly executed by Seller, substantially in the form attached to this Contract as EXHIBIT O. (iv) an IRC Section 1445 Certification, duly executed by each Seller, substantially in the form attached to this Contract as EXHIBIT P; (v) at least 1 counterpart of a notice to tenants for each Property (the TENANT NOTICE LETTER), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT Q, to be addressed to each tenant at the Real Property; (vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached to this Contract as EXHIBIT H; (vii) at least 1 counterpart of all assumption documents required to be executed by Seller with respect to Buyer's assumption of the Existing Loans; (viii) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller to be true and correct in all material respects; (ix) a list of aged rent delinquencies for each Property, identifying each delinquent tenant by name and unit number, dated no earlier than 5 days prior to the date Sellers deliver same; (x) possession of each Property, subject to the Permitted Exceptions and the rights of tenants in possession under the Leases; and (xi) the following to the extent they are in the Seller's possession or control: (A) originals (or copies if originals are not available) of the Leases, the Service Contracts, the Plans, the Warranties, and the Records; and (B) all keys to the Improvements, including, but not limited to, keys to all door locks and keys of any vehicles or equipment being conveyed (and an accounting for keys in possession of others), which keys shall be marked and identified; and all documents in the possession of the Seller, pertaining to occupants of the Property, including, but not by way of limitation, all leases, applications, correspondence and credit reports relating to each such occupant; (xii) a fully executed termination of the management agreement for each Property at Seller's sole cost and expense; (xiii) a license in the form attached hereto as EXHIBIT R authorizing Buyer's continued display of the name "Jefferson", "Jefferson Commons" and the initials "JPI" for a period of nine (9) months after the Closing Date, as well as Buyer's agreement to cause the removal of such names from the Property by no later than nine (9) months after the Closing Date (the LICENSE);

Closing Matters. (a) Expressly conditioned upon Buyer's compliance with its obligations under SECTION 6.2(b), Sellers shall deliver at Closing: (i) a Deed (containing special or, as appropriate, limited warranties of title) for each Property (the DEED), duly executed and acknowledged by Seller, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a), substantially in the form attached to this Contract as EXHIBIT MQ; (ii) at least 2 counterparts of a Bill of Sale for each Property (the BILL XX XALESALE), duly executed by Seller, sxxxxantially xxxxtantially in the form attached to this Contract as EXHIBIT NR; (iii) at least 2 counterparts of an Assignment of Leases, Contracts, Security Deposits, and Warranties for each Property (the ASSIGNMENT OF LEASES) duly executed by Seller, substantially in the form attached to this Contract as EXHIBIT O.S. (iv) an IRC Section 1445 Certification, duly executed by each Seller, substantially in the form attached to this Contract as EXHIBIT PT; (v) at least 1 counterpart of a notice to tenants for each Property (the TENANT NOTICE LETTER), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT QU, to be addressed to each tenant at the Real Property; (vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached to this Contract as EXHIBIT HJ; (vii) at least 1 counterpart of all assumption documents required to be executed by Seller with respect to Buyer's assumption of the Existing Loans; (viii) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller to be true and correct in all material respects; (ix) a list of aged rent delinquencies for each Property, identifying each delinquent tenant by name and unit number, dated no earlier than 5 days prior to the date Sellers deliver same; (x) possession of each Property, subject to the Permitted Exceptions and the rights of tenants in possession under the Leases; and (xi) the following to the extent they are in the Seller's possession or control: (A) originals (or copies if originals are not available) of the Leases, the Service Contracts, the Plans, the Warranties, and the Records; and (B) all keys to the Improvements, including, but not limited to, keys to all door locks and keys of any vehicles or equipment being conveyed (and an accounting for keys in possession of others), which keys shall be marked and identified; and all documents in the possession of the Seller, pertaining to occupants of the Property, including, but not by way of limitation, all leases, applications, correspondence and credit reports relating to each such occupant; (xii) a fully executed termination of the management agreement for each Property at Seller's sole cost and expense; (xiii) a license in the form attached hereto as EXHIBIT R V authorizing Buyer's continued display of the name "Jefferson", "Jefferson Commons" and the initials "JPI" for a period of nine (9) months after the Closing Date, as well as Buyer's agreement to cause the removal of such names from the Property by no later than nine (9) months after the Closing Date (the LICENSE);

Closing Matters. (a) Expressly conditioned upon Buyer's compliance with its obligations under SECTION 6.2(b), Sellers shall deliver at Closing: (i) a Deed (containing special orat least 2 counterparts of the stock power transferring the common stock of Tallahassee, as appropriateInc., limited warranties of title) for each Property Western Michigan, Inc., Stillwater, Inc., State College, Inc., Xxxxxx, Inc., Lubbock, Inc., Columbus, Inc., Knoxville, Inc., and Tampa, Inc., from Sellers to Buyer (the DEEDSTOCK POWERS); (ii) at least 2 counterparts of the Assignment of Interests with respect to JPI-CG's and JPI-MC's respective right, title and interest in and to their respective Interests to be transferred hereunder (the ASSIGNMENT OF INTERESTS), duly executed and acknowledged by Sellersuch document being modified to properly reflect the respective transfer, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a), but being substantially in the form attached to this Contract as EXHIBIT M; (ii) at least 2 counterparts of a Bill of Sale for each Property (the BILL XX XALE), duly executed by Seller, sxxxxantially in the form attached to this Contract as EXHIBIT NQ; (iii) at least 2 counterparts of an Assignment of Leases, Contracts, Security DepositsPartnership Interests, and Warranties for each Property all documents required to be delivered by Buyer under the Assignment of Partnership Interests, duly executed by Genpar and JPIIC with respect to their Interests in Lofts (the ASSIGNMENT OF LEASES) duly executed by SellerPARTNERSHIP INTERESTS), substantially in the form attached to this Contract as EXHIBIT O.R; (iv) an IRC Section 1445 Certification, duly the Deed Restrictions executed by each Seller, substantially the Partnership to be recorded in the form attached to this Contract as EXHIBIT Preal property records of counties in which the Properties are located on the Closing Date; (v) at least 1 counterpart of a notice to tenants for each Property (the TENANT NOTICE LETTER), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT Q, to be addressed to each tenant at the Real Property; (vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached to this Contract as EXHIBIT H; (vii) at least 1 counterpart of all assumption documents required to be executed by Seller the Partnerships, if any, with respect to Buyer's assumption of the Existing Loans; (viiivi) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller the Partnerships to be true and correct in all material respects; (ixvii) a list of aged rent delinquencies for each Property, identifying each delinquent tenant by name and unit number, dated no earlier than 5 days prior to the date Sellers deliver same; (xviii) possession of each Property, subject to the Permitted Exceptions and the rights of tenants in possession under the Leases; and; (xiix) the following to the extent if they are in the Seller's Partnerships' possession or control: (A) originals (or copies if originals are not available) of the Leases, the Service Contracts, the Plans, the Warranties, and the Records; and (B) all keys to the Improvements, Improvements including, but not limited to, keys to all door locks and keys of any vehicles or equipment being conveyed (and an accounting for keys in possession of others), which keys shall be marked and identified; and all documents in the possession of the Seller, pertaining to occupants of the Property, including, but not by way of limitation, all leases, applications, correspondence and credit reports relating to each such occupant; (xiix) a fully executed termination of the management agreement for each Property at Seller's the Partnerships' sole cost and expense; (xiiixi) a license in the form attached hereto as EXHIBIT R S authorizing Buyer's continued display of the name "Jefferson", "Jefferson Commons" and the initials "JPI" for a period of nine (9) months after the Closing Date, as well as Buyer's agreement to cause the removal of such names from the Property by no later than nine (9) months after the Closing Date (the LICENSE);

Closing Matters. (a) Expressly conditioned upon Buyer's compliance with its obligations under SECTION 6.2(b6.2(B), Sellers Seller shall deliver at Closing: (i) a California form of Grant Deed (containing special or, as appropriate, limited warranties of title) for each the Property (the "DEED"), duly executed and acknowledged by Seller, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a2.1(A), substantially in the form attached to this Contract as EXHIBIT MI; (ii) at least 2 counterparts of a Bill Xxxx of Sale for each the Property (the BILL XX XALE"XXXX OF SALE"), duly executed by Seller, sxxxxantially substantially in the form attached to this Contract as EXHIBIT NJ; (iii) at least 2 counterparts of an Assignment of LeasesLease, Contracts, Security Deposits, Contracts and Warranties for each the Property (the "ASSIGNMENT OF LEASESLEASE") duly executed by Seller, substantially in the form attached to this Contract as EXHIBIT O.K. (iv) an IRC Section 1445 Certification, duly executed by each Seller, substantially in the form attached to this Contract as EXHIBIT PL; (v) at least 1 one counterpart of a notice to tenants for each Property Tenant (the "TENANT NOTICE LETTER"), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT QM, to be addressed to each tenant Tenant at the Real Property; (vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached to this Contract as EXHIBIT H; (vii) at least 1 one counterpart of all assumption documents required to be executed by Seller with respect to Buyer's assumption of the Existing LoansLoan; (viii) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller to be true and correct in all material respects; (ix) a list of aged rent delinquencies for each Property, identifying each delinquent tenant by name and unit number, dated no earlier than 5 days prior to the date Sellers deliver same; (xvii) possession of each the Property, subject to the Permitted Exceptions and the rights of tenants in possession under the Leases; andTenant; (xiviii) the following to the extent they are in the Seller's possession or control: (A) originals (or copies if originals are not available) of the LeasesLease, the Service Contracts, the Plans, the Warranties, and the Records; and (B) all keys to the Improvements, including, but not limited to, keys to all door locks and keys of any vehicles or equipment being conveyed (and an accounting for keys in possession of others), which keys shall be marked and identified; and all documents in the possession of the Seller, pertaining to occupants of the Property, including, but not by way of limitation, all leases, applications, correspondence and credit reports relating to each such occupant; (xiiix) a fully executed termination of the any management agreement for each the Property at Seller's sole cost and expense; (x) such evidence or documents as may be reasonably required by the Title Company evidencing the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of the Seller in connection with the sale of the Property; (xi) Seller's written approval of the estimated closing statement of the prorations and the distribution of the closing proceeds; provided, that the closing statement will only be delivered to the Escrow Holder and will not be delivered to Buyer; (xii) if Units are to be issued to any Designated Owners, signature pages of the Buyer's Partnership Agreement duly executed by such Designated Owners as limited partners; and (xiii) a license quitclaim deed from Tenant, executed in accordance with the provisions of Section 9 of that certain Shared Appreciation Agreement amended and restated as of January 1, 2000 between Seller and Tenant, relinquishing any interest of Tenant in the Property other than the Lease; (xiv) the ESTOPPEL CERTIFICATE (as defined in SECTION 9.19); and (xv) a California FTB Form 593-C, duly executed by Seller. (b) No later than 4:00 p.m., Houston, Texas time, on the Closing Date, Buyer shall deliver to the Escrow Holder as a condition precedent to the obligation of Seller to perform its obligations under SECTION 6.2(A): (i) by wire transfer or other immediately available federal funds, the cash portion of the Purchase Price, subject to applicable prorations and credits; and (ii) at least two counterparts of the Assignment of Lease and the Xxxx of Sale, duly executed by Buyer; (iii) at least one counterpart of all assumption documents with respect to Buyer's assumption of the Existing Loan, duly executed by Buyer and Lender; (iv) at least one counterpart of the Tenant Notice Letter, duly executed by Buyer; (v) such evidence or documents as may be reasonably required by the Title Company evidencing the status and capacity of Buyer and the authority of the person or persons who are executing the various documents on behalf of Buyer in connection with the purchase of the Property; (vi) Buyer's written approval of the estimated closing statement of the prorations and the distribution of the closing proceeds; (vii) if Units are issued, and if the Units are to be certificated certificates representing the Units duly issued by Buyer in the name of each Designated Owner, as of the Closing Date representing the Units to which such Designated Owner is entitled pursuant to SECTION 1.2 of this Contract; (viii) if Units are to be issued at the Closing, a fully executed Buyer's Amended and Restated Partnership Agreement, with the originally duly executed signature of its general partner, and original or photostatic copies of the signatures of all existing limited partners. (ix) opinions of Buyer's counsel addressed to Seller and dated as of the Closing Date, substantially in the form attached hereto as EXHIBIT R authorizing EXHIBITS O-1, O-2 AND O-3 (the "Opinions"). (c) Seller and Buyer shall execute and deliver to the appropriate parties any additional documents and instruments that, in the mutual opinion of Buyer's continued display of the name "Jefferson"counsel and Seller's counsel, "Jefferson Commons" and the initials "JPI" for a period of nine (9) months after the Closing Date, as well as Buyer's agreement are necessary to cause the removal of such names from the Property by no later than nine (9) months after the Closing Date (the LICENSE);consummate this transaction.

Closing Matters. (a) Expressly conditioned upon Buyer's compliance with its obligations under SECTION 6.2(b)At the Closing, the Sellers shall will deliver at Closingto the Purchaser, each in form and substance, and executed and delivered in a manner, reasonably satisfactory to the Purchaser: (i) (A) one or more bills of sale conveying in the aggregate all of the Sellers’ rights in and to the Purchased Assets, (B) one or more assignment and assumption agreements conveying in the aggregate all of the Sellers’ rights and obligations in and to the Assumed Contracts, (C) one or more assignment and assumption agreements conveying in the aggregate all of the Leased Real Property leased by a Deed (containing special or, as appropriate, limited warranties of title) for each Property (the DEED), duly executed and acknowledged by Seller, containing no exceptions (D) one or conditions except more assignments of the Permitted ExceptionsOwned Intellectual Property in recordable form, conveying (E) such other instruments as are reasonably requested by the Purchaser to Buyer, fee simple vest in the Purchaser title in and to the Real Property Purchased Assets in accordance with the provisions of this Agreement and Improvements (F) such other documents and agreements as specified in SECTION 2.1(a), substantially in the form attached to are contemplated by this Contract as EXHIBIT MAgreement; (ii) at least 2 counterparts of a Bill of Sale for each Property (executed consents with respect to the BILL XX XALEagreements and matters set forth on Schedule 2.5(a)(ii), duly executed by Seller, sxxxxantially in the form attached to this Contract as EXHIBIT N; (iii) at least 2 counterparts of an Assignment of Leases, Contracts, Security Deposits, and Warranties for each Property (the ASSIGNMENT OF LEASES) a duly executed by Seller, substantially in counterpart of the form attached to this Contract as EXHIBIT O.Escrow Agreement; (iv) an IRC Section 1445 Certificationa form of a certificate of amendment to the organizational documents of each of the Sellers in proper form for filing, duly executed by and all other appropriate certificates for filing in other applicable jurisdictions, changing the name of each SellerSeller to a name that does not contain the word “Telefonix”, substantially in the form attached to this Contract as EXHIBIT P“Product Development Technologies”, “PDT” or any derivative or variation thereof; (v) at least 1 counterpart releases of a notice to tenants for each Property (all Liens on the TENANT NOTICE LETTER), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT Q, to be addressed to each tenant at the Real PropertyPurchased Assets other than Permitted Liens; (vi) at least 2 counterparts evidence of Restriction Against Condominium Conversion for each Property (payment of any and all bonuses due to Employees of the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached to this Contract as EXHIBIT HSellers; (vii) at least 1 counterpart of all assumption documents required to be executed by Seller with respect to Buyer's assumption resolutions of the Existing Loansstockholders or members and the Board of Directors of each of the Sellers approving the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, certified by the appropriate officers or managers; (viii) a Rent Roll for non-competition and non-solicitation agreement between each Property dated no earlier than 5 days prior to Closingof the Company Shareholders and each of the members of PDT, certified by Seller to be true on the one hand, and correct Purchaser, on the other hand, substantially in all material respectsthe forms attached hereto as Exhibits A1-A8 (the “Noncompetition Agreements”); (ix) with respect to each Subject Company, a list certificate of aged rent delinquencies for good standing from the Secretary of State of the State of Illinois and from the Secretary of State of each Propertyother State in which such Seller is qualified to do business as a foreign entity, identifying or a comparable certificate from the jurisdiction of formation of each delinquent tenant by name and unit number, dated no earlier than 5 days prior to of the date Sellers deliver samePDT Subsidiaries; (x) possession a duly executed counterpart of each Propertythe Sellers’ License Agreement and Purchaser’s License Agreement, subject to executed by the Permitted Exceptions and Sellers, with the rights terms of tenants in possession under such agreements based on the Leases; andterm sheet attached hereto as Exhibit B; (xi) the following to the extent they are in the Seller's possession or control: transfer of stock documentation for PDT UK: (A) originals (or copies if originals are not available) stock transfer form duly executed by PDT UK in favor of the Leases, the Service Contracts, the Plans, the Warranties, and the RecordsPurchaser; and (B) all keys original stock certificate evidencing PDT’s ownership of PDT UK; (C) original registers, minute books and other records of PDT UK; (D) security code and associated email address for PDT UK to enable Purchaser to complete the Improvements, including, but not limited to, keys to all door locks and keys of any vehicles or equipment being conveyed (and an accounting for keys in possession of others), which keys shall be marked and identified; and all documents in the possession of the Seller, pertaining to occupants of the Property, including, but not by way of limitation, all leases, applications, correspondence and credit reports relating to each such occupantelectronic filings; (xii) a fully executed termination the following transfer of stock documentation for PDT Ukraine: (A) copy of transfer instructions of PDT that have been submitted to PDT’s depositary institutions to effectuate the transfer of the management agreement for each Property at Seller's sole cost shares to the securities account(s) of the Purchaser; (B) the extract from the PDT’s securities account evidencing PDT’s ownership of 100% shares in PDT Ukraine; (C) original registers, minute books and expense;other records of PDT Ukraine; and (xiii) a license transition services agreement for post-Closing transition services reasonably agreed to by the Parties and Xxxxx (the “Transition Services Agreement”), duly executed by the Sellers and Xxxxx. (b) At the Closing, the Purchaser will deliver to the Sellers, each in form and substance, and executed and delivered in a manner, reasonably satisfactory to the form attached hereto as EXHIBIT R authorizing Buyer's continued display Sellers: (i) (A) an assumption of the name "Jefferson"Assumed Liabilities, "Jefferson Commons" (B) an assumption of the Leases, (C) such other instruments of assumption evidencing the Purchaser’s assumption of the Assumed Liabilities as the Sellers reasonably deems necessary and (D) such other documents and agreements as are contemplated by this Agreement; (ii) the Closing Payment in accordance with Section 2.3; (iii) a duly executed counterpart of the Escrow Agreement, executed by the Purchaser and the initials "JPI" for Escrow Agent; (iv) a period duly executed counterpart of nine the Noncompetition Agreements, executed by the Purchaser; (9v) months after a duly executed counterpart of the Closing DateSellers’ License Agreement and Purchaser’s License Agreement, as well as Buyer's agreement executed by the Purchaser; and (vi) a duly executed counterpart of the Transition Services Agreement, executed by the Purchaser. (c) It is understood that certain Purchased Assets may not be immediately transferable or assignable to cause the removal Purchaser, and the Purchaser may in its sole discretion allow the Sellers to retain certain of such names from the Property by no later than nine (9) months assets after the Closing Date (the LICENSE“Non-Transferable Assets”);, and this Agreement will not constitute an assignment of any such Non-Transferable Assets. In such event, (i) the Sellers will use commercially reasonable efforts to obtain any consent or authorization which may be required to transfer or assign the Non-Transferable Assets to the Purchaser or to remove or eliminate any impediment preventing the transfer or assignment of the Non-Transferable Assets to the Purchaser, (ii) the Sellers will grant to the Purchaser full use and benefit of its interest in the Non-Transferable Assets to the extent permitted by the terms of or applicable to such Non-Transferable Assets, it being the intent of the Parties that the Purchaser have the benefit of the Non-Transferable Assets as though it were the sole owner thereof, (iii) the Sellers will take all commercially reasonable actions necessary to preserve the value of the Non-Transferable Assets, (iv) the Sellers will not transfer or assign the Non-Transferable Assets to any Person other than the Purchaser or the Purchaser’s designees, (v) the Sellers will transfer or assign the Non-Transferable Assets to Purchaser at the earliest date, if any, on which such transfer or assignment can be lawfully effected and (vi) the Purchaser will be responsible for obligations relating to such Non-Transferable Assets arising or occurring on or after the Closing Date as if they had been transferred or assigned to the Purchaser in accordance with the terms of this Agreement. Upon the request of the Purchaser, the Sellers will enforce, on behalf of the Purchaser and at the Purchaser’s cost, any rights of the Sellers arising under or in connection with any Non-Transferable Asset. To the extent that the Purchaser is provided the benefits of any Assumed Contract, the Purchaser will perform the obligations arising, from and after the Closing, under such Assumed Contract on behalf of the Sellers, except for any obligation under such Assumed Contract that constitutes a Retained Liability. (d) If Sellers fail to disclose any Contract relating to the Business to which a Seller is a party and Purchaser becomes aware of such Contract after the Closing Date (a “Missed Contract”), Purchaser will have the option, in its sole discretion, to assume such Missed Contract. If Purchaser elects in writing to assume a Missed Contract, subject to Section 2.5(c), (i) Sellers will promptly assign, transfer, convey and deliver such Missed Contract to Purchaser, (ii) Purchaser will assume the obligations under such Missed Contract assigned to Purchaser from and after the date of assignment to Purchaser pursuant to a special-purpose assignment and assumption agreement substantially similar in terms to those of the assignment and assumption agreement executed and delivered on the Closing Date (which special-purpose agreement the Parties will prepare, execute and deliver in good faith at the time of such transfer), (iii) the Missed Contract will be treated as an Assumed Contract under this Agreement and (iv) Purchaser shall be deemed to have waived any claims for indemnification that Purchaser may have as a result of Sellers’ failure to disclose such Missed Contract. If Purchaser elects not to assume a Missed Contract, all obligations related to such Missed Contract shall remain with the Sellers.

Closing Matters. (a) Expressly conditioned upon Buyer's ’s compliance with its obligations under SECTION Section 6.2(b), Sellers Seller shall deliver at Closing: (i) a Special Warranty Deed (containing special or, as appropriate, limited warranties of title) for each Property (the DEED“Deed”), duly executed and acknowledged by Seller, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a), substantially in the form attached to this Contract as EXHIBIT MExhibit F; (ii) at least 2 counterparts of a Bill Xxxx of Sale for each Property (the BILL XX XALE“Xxxx of Sale”), duly executed by Seller, sxxxxantially substantially in the form attached to this Contract as EXHIBIT NExhibit G; (iii) at least 2 counterparts of an Assignment of Leases, Contracts, and Security Deposits, and Warranties for each Property (the ASSIGNMENT OF LEASES“Assignment of Leases”) duly executed by Seller, substantially in the form attached to this Contract as EXHIBIT O.Exhibit H. (iv) an IRC Section 1445 Certification, duly executed by each Seller, substantially in the form attached to this Contract as EXHIBIT PExhibit I; (v) at least 1 counterpart of a notice to tenants for each Property (the TENANT NOTICE LETTER“Tenant Notice Letter”), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT QExhibit J, to be addressed to each tenant at the Real Property; (vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached a Rent Roll dated no earlier than 3 days prior to this Contract as EXHIBIT HClosing; (vii) at least 1 counterpart of all assumption documents required to be executed by Seller with respect to Buyer's assumption of the Existing Loans; (viii) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller to be true and correct in all material respects; (ix) a list of aged rent delinquencies for each Propertydelinquencies, identifying each delinquent tenant by name and unit number, dated no earlier than 5 3 days prior to the date Sellers deliver Seller delivers same; (xviii) possession of each the Property, subject to the Permitted Exceptions and the rights of tenants in possession under the Leases; (ix) such affidavits as the Title Company may reasonably require in order to omit from its title insurance policy all exceptions for (i) parties in possession other than under the rights to possession granted under the Leases; and (ii) mechanics’ liens, as well as a Gap Indemnity Agreement; (x) evidence acceptable to Title Company authorizing the consummation by Seller of the purchase and sale transaction contemplated hereby and the execution and delivery of the closing documents on behalf of Seller; and (xi) the following to the extent following, if they are in the Seller's possession or control’s possession: (A) originals (or copies if originals are not available) of the Leases, the Service Contracts, the Plans, the Warranties, and the Records; and; (B) all keys to the Improvements; and (C) original copies of all certificates, includinglicenses, but not limited topermits, keys authorizations and approvals issued for or with respect to all door locks and keys of any vehicles or equipment being conveyed (and an accounting for keys in possession of others)the Property by governmental authorities having jurisdiction, which keys shall except that photocopies may be marked and identified; and all documents in substituted if the possession of the Seller, pertaining to occupants of originals are posted at the Property. (b) At Closing, includingBuyer shall deliver to Title Company as a condition precedent to the obligation of Seller to perform its obligations under Section 6.2(a): (i) by wire transfer or other immediately available federal funds, but not by way of limitationthe Purchase Price, all leases, applications, correspondence subject to applicable prorations and credit reports relating to each such occupantcredits; (xiiii) a fully executed termination at least 2 counterparts of the management agreement for each Property at Seller's sole cost Assignment of Leases and expense;the Xxxx of Sale, duly executed by Buyer; and (xiiiiii) a license at least 1 counterpart of the Tenant Notice Letter, duly executed by Buyer. (c) Seller and Buyer shall execute and deliver to the appropriate parties any additional documents and instruments that, in the form attached hereto as EXHIBIT R authorizing mutual opinion of Buyer's continued display of the name "Jefferson"’s counsel and Seller’s counsel, "Jefferson Commons" and the initials "JPI" for a period of nine (9) months after the Closing Date, as well as Buyer's agreement are necessary to cause the removal of such names from the Property by no later than nine (9) months after the Closing Date (the LICENSE);consummate this transaction.

Closing Matters. (a) Expressly conditioned upon BuyerSeller's compliance with its obligations under SECTION 6.2(b)Deliveries. At Closing, Sellers Seller shall deliver at Closingdeliver: (i) a Deed (containing special or, as appropriate, limited warranties of title) for each Property (the DEED), duly executed and acknowledged by Seller, containing no exceptions or conditions except the Permitted Exceptions, conveying to Buyer, fee simple title to the Real Property and Improvements as specified in SECTION 2.1(a), substantially in the form attached to this Contract as EXHIBIT M; (ii) at least 2 counterparts of a Bill of Sale for each Property (the BILL XX XALE), duly executed by Seller, sxxxxantially in the form attached to this Contract as EXHIBIT N; (iii) at least 2 counterparts of an Assignment of Leases, Contracts, Security Deposits, and Warranties for each Property (the ASSIGNMENT OF LEASES) duly executed by Seller, substantially in the form attached to this Contract as EXHIBIT O. (iv) an IRC Section 1445 Certification, duly executed by each Seller, substantially in the form attached to this Contract as EXHIBIT P; (v) at least 1 counterpart of a notice to tenants for each Property (the TENANT NOTICE LETTER), duly executed by Seller in substantially the form attached to this Contract as EXHIBIT Q, to be addressed to each tenant at the Real Property; (vi) at least 2 counterparts of Restriction Against Condominium Conversion for each Property (the RESTRICTION), duly executed and acknowledged by Seller, substantially in the form attached to this Contract as EXHIBIT H; (vii) at least 1 counterpart of all assumption documents required to be executed by Seller with respect to Buyer's assumption possession of the Existing Loans; (viii) a Rent Roll for each Property dated no earlier than 5 days prior to Closing, certified by Seller to be true and correct in all material respects; (ix) a list of aged rent delinquencies for each Property, identifying each delinquent tenant by name and unit number, dated no earlier than 5 days prior to the date Sellers deliver same; (x) possession of each Property, subject to the Permitted Exceptions Exceptions; (ii) to the extent in Seller's or Seller's agent's possession or control, copies of all Permits; (iii) an executed and acknowledged special warranty deed (the rights "DEED") in substantially the form set forth in Exhibit B conveying the Real Property subject to the Permitted Exceptions; (iv) a bill of tenants sale in substantially the form of Exhibit C (the "BILL OF SALE"), executed and acxxxxledged by Seller, conveying without warranty the Personalty; (v) an executed Assignment and Assumption of Warranties in substantially the form of Exhibit E (the "ASSIGNMENT OF WARRANTIES"); (vi) a certificate of Seller respecting the non-foreign status of Seller in the form set forth in Exhibit D attached hereto; (vii) the originals of the Warranties, Service Contracts, Plans and Permits in Seller's or Seller's Agent's possession under or control; (viii) an executed Lease between Purchaser and Dave & Buster I, L.P. ("TENANT") xx substantially the Leasesform attached hereto as Exhibit F (the "LEASE"); and (xiix) an executed guaranty of the following Lease by Dave & Buster's, Inc. ("GUARANTXX") in favor of Purchaser as Landlord under the Lease, in the form attached to the extent they are in the Seller's possession or control:Lease as Exhibit D. (Ax) originals (or copies if originals are not available) of the Leases, the Service Contracts, the Plans, the Warranties, and the Records; and (B) all keys to the Improvementssuch other documents as may be reasonably required by Closing Agent, including, but not limited to, keys documents evidencing the authority of Seller to all door locks and keys of any vehicles or equipment being conveyed (and an accounting for keys in possession of others), which keys shall be marked and identified; and all documents in consummate the possession sale of the Seller, pertaining Property in accordance with this Agreement and designating those persons authorized to occupants of the Property, including, but not by way of limitation, execute and deliver all leases, applications, correspondence and credit reports relating to each such occupant; (xii) a fully executed termination of the management agreement for each Property necessary documents at Seller's sole cost and expense; (xiii) a license in the form attached hereto as EXHIBIT R authorizing Buyer's continued display of the name "Jefferson", "Jefferson Commons" and the initials "JPI" for a period of nine (9) months after the Closing Date, as well as Buyer's agreement to cause the removal of such names from the Property by no later than nine (9) months after the Closing Date (the LICENSE);Closing.