Common use of Contributor’s Deliveries Clause in Contracts

Contributor’s Deliveries. At the Closing the following documents, each dated on the Closing Date, shall be delivered to FWRLP: (a) a Contribution and Assumption Agreement ("Assignment") and an Amendment to the Partnership Agreement of the Partnership ("Amendment"), reasonably satisfactory to FWRLP and the Contributors, setting forth the assignment by each of the Contributors of their Partnership Interest and its withdrawal from the Partnership and the substitution of FWRLP and /or its designee(s) as partners of the Partnership, which Amendment shall be executed and acknowledged by all the Contributors; at FWRLP's option, such Assignment and Amendment may contain such other amendments of the Partnership Agreement as shall be determined by FWRLP, provided that the Contributors shall execute such Assignment and Amendment solely for the purpose of (a) assigning their respective Partnership Interests to FWRLP or its designee(s), and (b) withdrawing from the Partnership. If, in conjunction with Closing, the Partnership is converted into an LLP (at FWRLP's request), FWRLP shall pay all costs associated therewith. (b) a release from each Contributor releasing the Partnership and FWRLP (and its designee(s)) as partners of the Partnership from any obligations and liabilities with respect to the original formation of the Partnership, and any other matter arising from business done, transactions entered into or events occurring prior to the Closing Date (including, without limitation, liability arising from any breach by any of the Contributors); provided, however, such release shall not relate to the indemnity by FWRLP and the Partnership for the contingent leasing commissions for which they will be liable as set forth in Section 9(a)(vi) of this Agreement. (c) An opinion of counsel for Contributors, in from and substance reasonably acceptable to counsel for FWRLP, to the effect that: (i) The Partnership is a duly organized and validly existing as a general partnership under the laws of the State of Maryland: (ii) The execution and delivery of this Agreement and all other agreements delivered in connection herewith or at the Closing, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement and all other agreements delivered in connection herewith or at the Closing will not conflict with, or result in a breach of, any of the terms, conditions or provisions of, or constitute a default under, any note, indenture, mortgage, deed of trust, contract or other agreement or instrument to which the Partnership is a party or by which the Partnership is bound (and of which counsel has knowledge) (other than the Aegon Loan), or any law or order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign; (iii) Contributors have complete and unrestricted power to contribute, transfer, assign and deliver to FWRLP and its designee(s) all of the Partnership Interests to be contributed and assigned hereunder which are owned and/or controlled by them, and the Assignment and the Amendment delivered pursuant to this Section 10 are in form legally sufficient to vest in FWRLP and its designee(s) good title to the Partnership Interests described therein; and (iv) To the best of counsel's knowledge, there is no litigation or investigation pending or threatened against the Partnership, or the Property, or any part thereof, which might result in any material, adverse change pertaining to the Property or the Partnership, or the operations thereof, or which questions the validity of any action taken in, under or in connection with any of the provisions of this Agreement. (d) a schedule from the Contributors updating the Rent Schedule for the Property and setting forth all arrearages in rents and all prepayments of rents; (e) originally executed Leases and Service Contracts and copies of books, records, operating reports, files and other materials related to the ownership, use and operation of the Property, to the extent that any exist and are in the possession of the Contributors, which obligation shall survive Closing; (f) [Intentionally Omitted]. (g) an original letter executed by the management agent of the Property advising the tenants of the Property of the contribution of the Partnership Interests to FWRLP and directing that rents and other payments thereafter be sent to FWRLP or as FWRLP may direct; (h) possession of the Property from the Contributors in the condition required by this Agreement, and the keys therefore; (i) from each Contributor, the Certification of Non- foreign Status as provided in Treas. Reg. 1.1445-2(b)(2)(iii)(B) or in any other form as may be required by the Internal Revenue Code or the regulations issued thereunder; (j) such other items and instruments from the Contributors as shall be required by the Title Company in connection with the issuance of its title insurance policy to FWRLP pursuant to Section 9(a)(iii) (including customary Contributors' or owner's affidavit), except that Contributors shall not be obligated to undertake any financial obligation, indemnities, escrows or guarantee in favor of the Title Company; (k) any and all documents from the Contributors necessary to release the Deposit from escrow with the Title Company and to have said Deposit returned to FWRLP; (l) any other documents required by this Agreement to be delivered by Contributors; and (m) An amendment to the Partnership Agreement of FWRLP, in a form reasonably acceptable to FWRLP and Contributors, admitting the Exchangers as limited partners of FWRLP and issuing such Units as computed in accordance with Exhibit Q hereto .

Contributor’s Deliveries. At the Closing Closing, the following documents, each dated on the Closing Date, shall be delivered to FWRLP: (a) a Contribution and Assumption Agreement ("Assignment") and an Amendment to the Partnership Agreement of the Partnership ("Amendment")) and Limited Partnership Certificate, in a recordable from, reasonably satisfactory to FWRLP and the Contributors, setting forth the assignment by each of the Contributors of their Partnership Interest and its withdrawal from the Partnership and the substitution of FWRLP and /or its designee(s) as partners of the Partnership, which Amendment shall be executed and acknowledged by all the Contributors; at FWRLP's option, such Assignment and Amendment may contain such other amendments of the Partnership Agreement as shall be determined by FWRLP, provided that the Contributors shall execute such Assignment and Amendment solely for the purpose of (a) assigning their respective Partnership Interests to FWRLP or its designee(s), and (b) withdrawing from the Partnership. If, in conjunction with Closing, the Partnership is converted into an LLP (at FWRLP's request), FWRLP shall pay all costs associated therewith. (b) a release from each Contributor releasing the Partnership and FWRLP (and its designee(s)) as partners of the Partnership from any obligations and liabilities with respect to the original formation of the Partnership, and any other matter arising from business done, transactions entered into or events occurring prior to the Closing Date (including, without limitation, liability arising from any breach by any of the Contributors); provided, however, such release shall not relate other than the rights of Contributors pursuant to the indemnity by FWRLP and the Partnership for the contingent leasing commissions for which they will be liable as set forth in Section 9(a)(vi) of this AgreementParagraph 12 below. (c) An opinion of counsel for Contributors, in from and substance reasonably acceptable to counsel for FWRLP, to the effect that: (i) The Partnership is a duly organized and validly existing as a general partnership in good standing under the laws of the State of Maryland: (ii) The execution and delivery of this Agreement and all other agreements delivered in connection herewith or at the Closing, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement and all other agreements delivered in connection herewith or at the Closing will not conflict with, or result in a breach of, any of the terms, conditions or provisions of, or constitute a default under, any note, indenture, mortgage, deed of trust, contract or other agreement or instrument to which the Partnership is a party or by which the Partnership is bound (and of which counsel has knowledge) (other than the Aegon AAL Loan), or any law or order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign; (iii) Contributors have complete and unrestricted power to contribute, transfer, assign and deliver to FWRLP and its designee(s) all of the Partnership Interests to be contributed and assigned hereunder which are owned and/or controlled by themhereunder, and the Assignment and the Amendment delivered pursuant to this Section 10 are in form legally sufficient to vest in FWRLP and its designee(s) good title to the Partnership Interests described therein; and (iv) To the best of counsel's knowledge, there is no litigation or investigation pending or threatened against the Partnership, or the Property, or any part thereof, which might result in any material, adverse change pertaining to the Property or the Partnership, or the operations thereof, or which questions the validity of any action taken in, under or in connection with any of the provisions of this Agreement. (d) a schedule from the Contributors updating the Rent Schedule for the Property and setting forth all arrearages in rents and all prepayments of rents; (e) originally executed Leases and Service Contracts and copies of books, records, operating reports, files and other materials related to the ownership, use and operation of the Property, to the extent that any exist and are in the possession of the Contributors, which obligation shall survive Closing; (f) [Intentionally Omitted]. (g) an original letter executed by the management agent of the Property Contributors advising the tenants of the Property of the contribution of the Partnership Interests to FWRLP and directing that rents and other payments thereafter be sent to FWRLP or as FWRLP may direct; (h) possession of the Property from the Contributors in the condition required by this Agreement, and the keys therefore; (i) from each Contributor, the Certification of Non- Non-foreign Status as provided in Treas. Reg. 1.1445-2(b)(2)(iii)(B) or in any other form as may be required by the Internal Revenue Code or the regulations issued thereunder; (j) such other items and instruments from the Contributors as shall be required by the Title Company in connection with the issuance of its title insurance policy to FWRLP pursuant to Section 9(a)(iii) (including customary Contributors' or owner's affidavitaffidavit and non-imputation affidavit in form reasonably acceptable to Contributors), except that Contributors shall not be obligated to undertake any financial obligation, indemnities, escrows or guarantee in favor of the Title Company; (k) any and all documents from the Contributors necessary to release the Deposit from escrow with the Title Company and to have said Deposit returned to FWRLP; (l) any other documents required by this Agreement to be delivered by Contributors; and (m) An amendment to the FWRLP Partnership Agreement of FWRLPAgreement, in a form reasonably acceptable to FWRLP and Contributors, admitting the Exchangers Contributors who receive Units as limited partners of FWRLP and issuing such Units as computed in accordance with Exhibit Q hereto hereto.

Contributor’s Deliveries. At the First Closing the following documents, each dated on as of the First Closing Date, shall be delivered to FWRLP: (a) a Contribution and Assumption Agreement ("Assignment") and an Amendment to the Partnership Agreement of the Partnership ("Amendment")) and Limited Partnership Certificate, in a recordable from, reasonably satisfactory to FWRLP and the Contributors, setting forth the assignment by each of the Contributors of their Partnership Contributed Interest and his, her or its withdrawal from the Partnership (or reduction in interest, in the case of Contributors holding Retained Interests) and the substitution admission of FWRLP and /or its designee(s) as partners of the Partnership, which Amendment shall be executed and acknowledged by all the Contributors; at Contributors and FWRLP's option, such Assignment and Amendment may contain such other amendments of the Partnership Agreement as shall be determined by FWRLP, provided that the Contributors shall execute such Assignment and Amendment solely for the purpose of (a) assigning their respective Partnership Interests to FWRLP or its designee(s), and (b) withdrawing from the Partnership. If, in conjunction with Closing, the Partnership is converted into an LLP (at FWRLP's request), FWRLP shall pay all costs associated therewith. (b) a release from each Contributor releasing the Partnership and FWRLP (and its designee(s)) as partners of the Partnership from any obligations and liabilities with respect to the original formation of the Partnership, and any other matter arising from business done, transactions entered into or events occurring prior to the Closing Date (including, without limitation, liability arising from any breach by any of the Contributors); provided, however, such release shall not relate to the indemnity by FWRLP and the Partnership for the contingent leasing commissions other than those matters for which they will be liable as set forth in FWRLP is indemnifying the Contributors pursuant to Section 9(a)(vi) of this Agreement15(c)). (c) An opinion of counsel for Contributors, in from form and substance reasonably acceptable to counsel for FWRLP, to the effect that: (i) The Partnership is a duly organized and validly existing as a general limited partnership in good standing under the laws of the State Commonwealth of MarylandPennsylvania: (ii) The execution and delivery of this Agreement and all other agreements delivered in connection herewith or at the Closing, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement and all other agreements delivered in connection herewith or at the Closing will not conflict with, or result in a breach of, any of the terms, conditions or provisions of, or constitute a default under, any note, indenture, mortgage, deed of trust, contract or other agreement or instrument to which the Partnership is a party or by which the Partnership is bound (and of which counsel has knowledge) (other than the Aegon Equitable Loan), or any law or order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign; (iii) Contributors have complete power and unrestricted power authority to contribute, transfer, assign and deliver to FWRLP and its designee(s) all of the Partnership Contributed Interests to be contributed and assigned hereunder which are owned and/or and /or controlled by them, and the Assignment and the Amendment delivered pursuant to this Section 10 are in form legally sufficient to vest in FWRLP and its designee(s) good and marketable title to the Partnership Contributed Interests described therein; and (iv) To the best of counsel's knowledge, there is no litigation or investigation pending or threatened against the Partnership, or the Property, or any part thereof, which might result in any material, adverse change pertaining to the Property or the Partnership, or the operations thereof, or which questions the validity of any action taken in, under or in connection with any of the provisions of this Agreement. (d) a schedule from the Contributors General Partners updating the Rent Schedule for the Property and setting forth all arrearages in rents and all prepayments of rents; (e) originally executed Leases and Service Contracts and copies of books, records, operating reports, files and other materials related to the ownership, use and operation of the Property, to the extent that any exist and are in the possession of the ContributorsGeneral Partners, which obligation shall survive Closing; (f) [Intentionally Omitted]. (g) an original letter executed by the management agent of the Property General Partners advising the tenants of the Property of the contribution change in control and management of the Partnership Interests to FWRLP Property and directing that rents and other payments thereafter be sent to FWRLP or as FWRLP may direct; (h) possession of the Property from the Contributors General Partners in the condition required by this Agreement, and the keys therefore; (i) from each Contributor, the Certification of Non- Non-foreign Status as provided in Treas. Reg. 1.1445-2(b)(2)(iii)(B) or in any other form as may be required by the Internal Revenue Code or the regulations issued thereunder; (j) such other items and instruments from the Contributors General Partners as shall be required by the Title Company in connection with the issuance of its title insurance policy to FWRLP pursuant to Section 9(a)(iii) (including customary ContributorsGeneral Partners' or owner's affidavit), except that Contributors shall not be obligated to undertake any financial obligation, indemnities, escrows or guarantee in favor of the Title Company; (k) any and all documents from the Contributors General Partners necessary to release the Deposit from escrow with the Title Company and to have said Deposit returned to FWRLP; (l) any other documents required by this Agreement to be delivered by Contributors; and (m) An amendment to the FWRLP Partnership Agreement of FWRLPAgreement, in a form reasonably acceptable to FWRLP and Contributors, admitting the Exchangers Contributors as limited partners of FWRLP and issuing such Units as computed in accordance with Exhibit Q hereto with respect to the applicable Closing.

Contributor’s Deliveries. At the Closing the following documents, each dated on the Closing Date, shall be delivered to FWRLP: (a) a Contribution and Assumption Agreement ("Assignment") and an Amendment to the Partnership Agreement of the Partnership ("Amendment")) and Limited Partnership Certificate, in a recordable from, reasonably satisfactory to FWRLP and the Contributors, setting forth the assignment by each of the Contributors of their Partnership Interest and its withdrawal from the Partnership and the substitution of FWRLP and /or its designee(s) as partners of the Partnership, which Amendment shall be executed and acknowledged by all the Contributors; at FWRLP's option, such Assignment and Amendment may contain such other amendments of the Partnership Agreement as shall be determined by FWRLP, provided that the Contributors shall execute such Assignment and Amendment solely for the purpose of (a) assigning their respective Partnership Interests to FWRLP or its designee(s), and (b) withdrawing from the Partnership. If, in conjunction with Closing, the Partnership is converted into an LLP (at FWRLP's request), FWRLP shall pay all costs associated therewith. (b) a release from each Contributor releasing the Partnership and FWRLP (and its designee(s)) as partners of the Partnership from any obligations and liabilities with respect to the original formation of the Partnership, and any other matter arising from business done, transactions entered into or events occurring prior to the Closing Date (including, without limitation, liability arising from any breach by any of the Contributors); provided, however, such release shall not relate to the indemnity by FWRLP and the Partnership for the contingent leasing commissions for which they will be liable as set forth in Section 9(a)(vi) of this Agreement. (c) An opinion of counsel for Contributors, in from and substance reasonably acceptable to counsel for FWRLP, to the effect that: (i) The Partnership is a duly organized and validly existing as a general partnership in good standing under the laws of the State of Maryland: (ii) The execution and delivery of this Agreement and all other agreements delivered in connection herewith or at the Closing, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement and all other agreements delivered in connection herewith or at the Closing will not conflict with, or result in a breach of, any of the terms, conditions or provisions of, or constitute a default under, any note, indenture, mortgage, deed of trust, contract or other agreement or instrument to which the Partnership is a party or by which the Partnership is bound (and of which counsel has knowledge) (other than the Aegon Provident Mutual Loan), or any law or order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign; (iii) Contributors have complete and unrestricted power to contribute, transfer, assign and deliver to FWRLP and its designee(s) all of the Partnership Interests to be contributed and assigned hereunder which are owned and/or and /or controlled by them, and the Assignment and the Amendment delivered pursuant to this Section 10 are in form legally sufficient to vest in FWRLP and its designee(s) good title to the Partnership Interests described therein; and (iv) To the best of counsel's knowledge, there is no litigation or investigation pending or threatened against the Partnership, or the Property, or any part thereof, which might result in any material, adverse change pertaining to the Property or the Partnership, or the operations thereof, or which questions the validity of any action taken in, under or in connection with any of the provisions of this Agreement. (d) a schedule from the Contributors updating the Rent Schedule for the Property and setting forth all arrearages in rents and all prepayments of rents; (e) originally executed Leases and Service Contracts and copies of books, records, operating reports, files and other materials related to the ownership, use and operation of the Property, to the extent that any exist and are in the possession of the Contributors, which obligation shall survive Closing; (f) [Intentionally Omitted]. (g) an original letter executed by the management agent of the Property General Partner advising the tenants of the Property of the contribution of the Partnership Interests to FWRLP and directing that rents and other payments thereafter be sent to FWRLP or as FWRLP may direct; (h) possession of the Property from the Contributors General Partner in the condition required by this Agreement, and the keys therefore; (i) from each Contributor, the Certification of Non- Non-foreign Status as provided in Treas. Reg. 1.1445-2(b)(2)(iii)(B) or in any other form as may be required by the Internal Revenue Code or the regulations issued thereunder; (j) such other items and instruments from the Contributors as shall be required by the Title Company in connection with the issuance of its title insurance policy to FWRLP pursuant to Section 9(a)(iii) (including customary Contributors' or owner's affidavit and non-imputation affidavit), except that Contributors shall not be obligated to undertake any financial obligation, indemnities, escrows or guarantee in favor of the Title Company; (k) any and all documents from the Contributors necessary to release the Deposit from escrow with the Title Company and to have said Deposit returned to FWRLP; (l) any other documents required by this Agreement to be delivered by Contributors; and (m) An an amendment to the Partnership Agreement of FWRLP, in a form reasonably acceptable to FWRLP and Contributors, admitting the Exchangers Contributors who receive Units as limited partners of FWRLP and issuing such Units as computed in accordance with Exhibit Q hereto hereto.

Contributor’s Deliveries. At the Closing the following documents, each dated on the Closing Date, shall be delivered to FWRLP: (a) a Contribution and Assumption Agreement ("Assignment") and an Amendment to the Partnership Agreement of the Partnership ("Amendment")) and Limited Partnership Certificate, in a recordable from, reasonably satisfactory to FWRLP and the Contributors, setting forth the assignment by each of the Contributors of their Partnership Interest and its withdrawal from the Partnership and the substitution of FWRLP and /or its designee(s) as partners of the Partnership, which Amendment shall be executed and acknowledged by all the Contributors; at FWRLP's option, such Assignment and Amendment may contain such other amendments of the Partnership Agreement as shall be determined by FWRLP, provided that the Contributors shall execute such Assignment and Amendment solely for the purpose of (a) assigning their respective Partnership Interests to FWRLP or its designee(s), and (b) withdrawing from the Partnership. If, in conjunction with Closing, the Partnership is converted into an LLP (at FWRLP's request), FWRLP shall pay all costs associated therewith. (b) a release from each Contributor releasing the Partnership and FWRLP (and its designee(s)) as partners of the Partnership from any obligations and liabilities with respect to the original formation of the Partnership, and any other matter arising from business done, transactions entered into or events occurring prior to the Closing Date (including, without limitation, liability arising from any breach by any of the Contributors); provided, however, such release shall not relate to the indemnity by FWRLP and the Partnership for the contingent leasing commissions for which they will be liable as set forth in Section 9(a)(vi) of this Agreement. (c) An opinion of counsel for Contributors, in from and substance reasonably acceptable to counsel for FWRLP, to the effect that: (i) The Partnership is a duly organized and validly existing as a general partnership in good standing under the laws of the State of Maryland: (ii) The execution and delivery of this Agreement and all other agreements delivered in connection herewith or at the Closing, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement and all other agreements delivered in connection herewith connectionherewith or at the Closing will not conflict with, or result in a breach of, any of the terms, conditions or provisions of, or constitute a default under, any note, indenture, mortgage, deed of trust, contract or other agreement or instrument to which the Partnership is a party or by which the Partnership is bound (and of which counsel has knowledge) (other than the Aegon Crown Life Loan), or any law or order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign; (iii) Contributors have complete and unrestricted power to contribute, transfer, assign and deliver to FWRLP and its designee(s) all of the Partnership Interests to be contributed and assigned hereunder which are owned and/or and /or controlled by them, and the Assignment and the Amendment delivered pursuant to this Section 10 are in form legally sufficient to vest in FWRLP and its designee(s) good title to the Partnership Interests described therein; and (iv) To the best of counsel's knowledge, there is no litigation or investigation pending or threatened against the Partnership, or the Property, or any part thereof, which might result in any material, adverse change pertaining to the Property or the Partnership, or the operations thereof, or which questions the validity of any action taken in, under or in connection with any of the provisions of this Agreement. (d) a schedule from the Contributors General Partners updating the Rent Schedule for the Property and setting forth all arrearages in rents and all prepayments of rents; (e) originally executed Leases and Service Contracts and copies of books, records, operating reports, files and other materials related to the ownership, use and operation of the Property, to the extent that any exist and are in the possession of the ContributorsGeneral Partners, which obligation shall survive Closing; (f) [Intentionally Omitted]. (g) an original letter executed by the management agent of the Property General Partners advising the tenants of the Property of the contribution of the Partnership Interests to FWRLP and directing that rents and other payments thereafter be sent to FWRLP or as FWRLP may direct; (h) possession of the Property from the Contributors General Partners in the condition required by this Agreement, and the keys therefore; (i) from each Contributor, the Certification of Non- Non-foreign Status as provided in Treas. Reg. 1.1445-2(b)(2)(iii)(B) or in any other form as may be required by the Internal Revenue Code or the regulations issued thereunder; (j) such other items and instruments from the Contributors General Partners as shall be required by the Title Company in connection with the issuance of its title insurance policy to FWRLP pursuant to Section 9(a)(iii) (including customary ContributorsGeneral Partners' or owner's affidavit), except that Contributors shall not be obligated to undertake any financial obligation, indemnities, escrows or guarantee in favor of the Title Company; (k) any and all documents from the Contributors General Partners necessary to release the Deposit from escrow with the Title Company and to have said Deposit returned to FWRLP; (l) any other documents required by this Agreement to be delivered by Contributors; and (m) An amendment to the Partnership Agreement of FWRLP, in a form reasonably acceptable to FWRLP and Contributors, admitting the Exchangers Contributors who receive Units as limited partners of FWRLP and issuing such Units as computed in accordance with Exhibit Q hereto .

Contributor’s Deliveries. At the Closing the following documents, each dated on the Closing Date, shall be delivered to FWRLP: (a) a Contribution and Assumption Agreement ("Assignment") and an Amendment to the Partnership Operating Agreement of the Partnership ("Amendment")) and Articles of Organization, in a recordable from, reasonably satisfactory to FWRLP and the ContributorsContributor, setting forth the assignment by each Contributor of its Membership Interest or the Contributors of their Partnership Interest Property, as the case may be, and its withdrawal from the Partnership Company, if applicable, and the substitution of FWRLP and /or and/or its designee(s) as partners members of the PartnershipCompany, if applicable, which Amendment shall be executed and acknowledged by all the ContributorsContributor; at FWRLP's option, such Assignment and Amendment may contain such other amendments of the Partnership Operating Agreement as shall be determined by FWRLP, provided that the Contributors Contributor shall execute such Assignment and Amendment solely for the purpose of (a) assigning their its respective Partnership Interests Membership Interest to FWRLP or its designee(s), and (b) withdrawing from the Partnership. If, in conjunction with Closing, the Partnership is converted into an LLP (at FWRLP's request), FWRLP shall pay all costs associated therewithCompany. (b) a release from each the Contributor releasing the Partnership Company and FWRLP (and its designee(s)) as partners of the Partnership Company from any obligations and liabilities with respect to the original formation of the PartnershipCompany, and any other matter arising from business done, transactions entered into or events occurring prior to the Closing Date (including, without limitation, liability arising from any breach by any of the ContributorsContributor); provided, however, such release shall not relate to the indemnity by FWRLP and the Partnership for the contingent leasing commissions for which they will be liable as set forth in Section 9(a)(vi) of this Agreement. (c) An opinion of counsel for ContributorsContributor, in from form and substance reasonably acceptable to counsel for FWRLP, to the effect that: (i) The Partnership Company is a duly organized limited liability company and validly existing as a general partnership in good standing under the laws of the State of Maryland: (ii) The execution and delivery of this Agreement and all other agreements delivered in connection herewith or at the Closing, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement and all other agreements delivered in connection herewith or at the Closing will not conflict with, or result in a breach of, any of the terms, conditions or provisions of, or constitute a default under, any note, indenture, mortgage, deed of trust, contract or other agreement or instrument to which the Partnership Contributor or the Company is a party or by which the Partnership Contributor or the Company is bound (and of which counsel has knowledge) (other than the Aegon Northern Loan), or any law or order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign; (iii) Contributors have Contributor has complete and unrestricted power pursuant to the Company's Operating Agreement to contribute, transfer, assign and deliver to FWRLP and its designee(s) all of the Partnership Membership Interests to be contributed and assigned hereunder which are owned and/or and /or controlled by themit, and the Assignment and the Amendment delivered pursuant to this Section 10 are in form legally sufficient to vest in FWRLP and its designee(s) good title to the Partnership Membership Interests described therein; and (iv) To the best of counsel's knowledge, there is no litigation or investigation pending or threatened against the PartnershipContributor, the Company or the Property, or any part thereof, which might result in any material, adverse change pertaining to the Property or the PartnershipCompany, or the operations thereof, or which questions the validity of any action taken in, under or in connection with any of the provisions of this Agreement. (d) a schedule from the Contributors Contributor updating the Rent Schedule for the Property and setting forth all arrearages in rents and all prepayments of rents; (e) originally executed Leases and Service Contracts and copies of books, records, operating reports, files and other materials related to the ownership, use and operation of the Property, to the extent that any exist and are in the possession of the ContributorsContributor, which obligation shall survive Closing; (f) [Intentionally Omitted]. (g) an original letter executed by the management agent of the Property Contributor advising the tenants of the Property of the contribution of the Partnership Membership Interests to FWRLP and directing that rents and other payments thereafter be sent to FWRLP or as FWRLP may direct; (h) possession of the Property from the Contributors Contributor in the condition required by this Agreement, and the keys therefore; (i) from each Contributor, the Certification of Non- Non-foreign Status as provided in Treas. Reg. 1.1445-2(b)(2)(iii)(B) or in any other form as may be required by the Internal Revenue Code or the regulations issued thereunder; (j) such other items and instruments from the Contributors Contributor as shall be required by the Title Company in connection with the issuance of its title insurance policy to FWRLP pursuant to Section 9(a)(iii) (including customary Contributors' Contributor's or owner's affidavit), except that Contributors Contributor shall not be obligated to undertake any financial obligation, indemnities, escrows or guarantee in favor of the Title Company; (k) any and all documents from the Contributors Contributor necessary to release the Deposit from escrow with the Title Company and to have said Deposit returned to FWRLP; (l) any other documents required by this Agreement to be delivered by ContributorsContributor; and (m) An amendment to the Partnership Agreement of FWRLP, in a form reasonably acceptable to FWRLP and ContributorsContributor, admitting the Exchangers Contributor as a limited partners partner(s) of FWRLP and issuing such Units as computed in accordance with Exhibit Q hereto Section 2(a) hereof.