Contributor’s Closing Obligations Clause Samples
Contributor’s Closing Obligations. On or before the Scheduled Closing Date, Contributor will deliver the following items to Escrow Agent, except as provided below:
(a) A bargain and sale deed in the form attached hereto as Exhibit 10.3(a) (the “Deed”), duly executed and acknowledged by Alexander’s Kings Plaza, LLC and Kings Parking, LLC, conveying to BKP the Real Property and Improvements subject only to the Permitted Exceptions, together with all ACRIS forms required for the recording of the Deed and the payment of all transfer taxes to the extent Contributor is required to pay them hereunder;
(b) A blanket assignment and ▇▇▇▇ of sale in the form attached hereto as Exhibit 10.3(b) (the “▇▇▇▇ of Sale”), duly executed by Contributor;
(c) A counterpart original of the Registration Rights Agreement;
(d) A counterpart original of an assignment and assumption of Contributor’s interest in the Intangible Property and Licenses and Permits, in the form attached hereto as Exhibit 10.3(d) (the “Assignment”), duly executed by or on behalf of Contributor, and such other documentation as BKP may reasonably require to transfer registered intellectual property and internet sites included in the Intangible Property;
(e) A counterpart original of an assignment and assumption of the Operating Agreement, in recordable form, duly executed and acknowledged by Contributor (the “Assignment of Operating Agreement”);
(f) A certificate in the form attached hereto as Exhibit 10.3(f) (“Certificate as to Non-Foreign Status”) certifying that Contributor is not a “foreign person” as defined in Section 1445 of the Internal Revenue Code of 1986, as amended;
(g) An assignment of the Leases, security deposits, and prepaid rents by way of an assignment and assumption agreement, in the form attached hereto as Exhibit 10.3(g) (the “Assignment of Leases”), duly executed by Contributor;
(h) The appropriate documentation to effect any L/C Transfer;
(i) Appropriate notice of the transaction to the counterparty to the Operating Agreement and, unless Contributor is contributing the membership interests in the ground lessee pursuant to section 10.10, the ground lessor under the Ground Lease;
(j) If the Power Plant Closing has not occurred as of the Scheduled Closing Date, a Power Plant Indemnity in form to be agreed by the parties, duly executed by Guarantor;
(k) To the extent in Contributor’s possession, all original Leases, Licenses and Permits and Assumed Contracts affecting the Real Property and Improvements (or copies where origin...
Contributor’s Closing Obligations. On or before the Scheduled Closing Date, Contributor will deliver the following items to the Closing Escrow Agent, except as provided below:
(a) Deeds in the form attached hereto as Exhibit 10.3(a) (the “Deeds”), one duly executed and acknowledged by Contributor and one duly executed and acknowledged by each Affiliated Owner other than (after compliance with Section 7.9 hereof) Vornado Savanna LLC, conveying to the Partnership fee simple title to the Real Property and Improvements owned by Contributor or such Affiliated Owner, respectively (other than any Real Property that is subject to the Ground Lease, conveyed pursuant to Section 10.3(l) below) subject only to the Permitted Exceptions, together with all forms required for the recording of the Deeds;
(b) A blanket assignment and ▇▇▇▇ of sale in the form attached hereto as Exhibit 10.3(b) (the “▇▇▇▇ of Sale”), duly executed by Contributor;
(c) A counterpart original of an assignment and assumption of Contributor’s interest in the Intangible Property and Licenses and Permits, in the form attached hereto as Exhibit 10.3(c) (the “Assignment”), duly executed by or on behalf of Contributor;
(d) A counterpart original of an assignment and assumption of the Operating Agreement, in the form attached hereto as Exhibit 10.3(d) (the “Assignment of Operating Agreement”), duly executed and acknowledged by Contributor;
(e) A properly completed and duly executed certificate in the form attached hereto as Exhibit 10.3(e) (“Certificate as to Non-Foreign Status”) certifying that Contributor is not a “foreign person” as defined in Section 1445 of the Code;
(f) An assignment of the Leases, security deposits, and prepaid rents by way of an assignment and assumption agreement, in the form attached hereto as Exhibit 10.3(f) (the “Assignment of Leases”), duly executed by Contributor;
(g) The appropriate documentation to effect any L/C Transfer;
(h) Appropriate notice of the transaction to the Operating Agreement Counterparties and the Ground Lessor;
(i) To the extent in Contributor’s possession, all original Leases (and guaranties thereof), Licenses and Permits and Assumed Contracts affecting the Real Property and Improvements (or certified true copies where originals are not available), all of which shall be delivered by turnover to the Partnership’s agents at the Property at the time of the Closing and need not be delivered to Closing Escrow Agent;
(j) A current rent roll for the Property in the form of the Rent Roll certifie...
Contributor’s Closing Obligations. At the Closing, Contributors shall deliver to Partnership the following:
(i) Certificates representing the Stock duly endorsed or accompanied by duly executed stock powers.
(ii) A certificate signed by each of Contributors, to the effect that (A) from April 30, 2001 to the Closing Date, there has been no material adverse change in the financial condition or results of operations or Assets of the Company and there has been no occurrence or circumstances (whether arising heretofore or hereafter) that might result in any such material adverse change, and (B) the representations and warranties of Contributors made herein are true and correct as of the Closing Date and that Contributors have fully performed all of their commitments hereunder.
(iii) Any other instruments of conveyance that counsel for Partnership may reasonably deem necessary or desirable to effect or evidence the transfers contemplated hereby.
(iv) Evidence of all consents required of Contributors.
(v) An opinion of counsel to Contributors in the form attached as EXHIBIT 9.2(v).
(vi) Such instruments of assignment, transfer or conveyance that counsel for Partnership may reasonably deem necessary or desirable to effect or evidence the assignment, transfer or conveyance to Partnership at the Closing of those governmental permits and licenses scheduled on EXHIBIT 9.2(vi), which are held or used by Contributors in connection with the Business and which can be assigned without consent under applicable law.
(vii) The title insurance policy described in Section 7.1(v).
(viii) The investment letter described in Section 7.1(vi).
(ix) Such instruments of assignment, transfer or conveyance that counsel for Partnership may reasonably deem necessary or desirable to effect or evidence the Company's disposal of assets, liabilities and obligations described in Section 7.1(viii).
(x) Such instruments of assignment, transfer or conveyance that counsel for Partnership may reasonably deem necessary or desirable to effect or evidence the exchange of property described in Section 7.1(x).