Common use of Deliveries by Contributor Clause in Contracts

Deliveries by Contributor. At the Closing, Contributor shall deliver or cause to be delivered, each of the following: (i) to Acquiror, a counterpart of an Assignment of membership interests documenting the assignment of the SUN Retail Interest, in the form attached as Exhibit A hereto (the “SUN Retail Assignment”); (ii) to Acquiror, a counterpart of an Assignment of membership interests documenting the assignment of the SUN LLC Interest, in the form attached as Exhibit B hereto (the “SUN LLC Assignment”); (iii) to Acquiror, a certificate of an authorized officer of Contributor and each Retail Entity, dated as of the Closing Date, to the effect that the conditions specified in Section 8.2(a), Section 8.2(b), Section 8.2(c) and Section 8.2(f) have been satisfied by each Retail Entity and Contributor, as applicable (the “Company Certificate”); (iv) to Acquiror, a certified copy of the resolutions of the board of managers (or other governing body) of Contributor and each Retail Entity authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (v) to Acquiror, a certified copy of the resolutions adopted by each of the board of directors and the conflicts committee of the board of directors of the general partner of Contributor Guarantor authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated thereby; (vi) to Acquiror, a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(4) stating that Contributor is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; (vii) to Acquiror, a certificate of good standing of each Retail Entity as of a recent date certified by the Secretary of the Commonwealth of the Commonwealth of Pennsylvania (with respect to SUN Retail) or the Secretary of State of the State of Delaware (with respect to Sunmarks); (viii) to Acquiror, documentation reasonably satisfactory to Acquiror evidencing the consummation of each of the Pre-Closing Transactions. (ix) to Acquiror, a counterpart of the Guarantee of Collection, in such form as reasonably agreed to by Contributor and Acquiror (the “Guarantee of Collection”), duly executed by Contributor; and (x) to Acquiror, a counterpart of each of the Support Agreements, in such forms as reasonably agreed to by Contributor, Acquiror, SUN R&M and Atlantic Refining, as applicable (the “Support Agreements”), duly executed by Contributor and SUN R&M or Atlantic Refining, as applicable.

Deliveries by Contributor. At the Closing, each Contributor shall deliver or cause to be deliveredthe Operating Partnership the following (collectively, each of the following:"Contributors Closing Documents"): (ia) to Acquiror, a counterpart of an An Assignment of membership interests documenting the assignment of the SUN Retail Interest, in the form attached as of Exhibit A hereto (the “SUN Retail Assignment”); (ii) to AcquirorF, a counterpart of an Assignment of membership interests documenting the assignment of the SUN LLC Interestduly executed and acknowledged by each such Contributor, in the form attached as Exhibit B hereto (the “SUN LLC Assignment”); (iii) to Acquiror, a certificate of an authorized officer of Contributor and each Retail Entity, dated as of the Closing Date, assigning to the effect that the conditions specified in Section 8.2(a), Section 8.2(b), Section 8.2(c) and Section 8.2(f) have been satisfied by each Retail Entity and Contributor, as applicable (the “Company Certificate”); (iv) to Acquiror, a certified copy of the resolutions of the board of managers (or other governing body) of Contributor and each Retail Entity authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby; (v) to Acquiror, a certified copy of the resolutions adopted by each of the board of directors and the conflicts committee of the board of directors of the general partner of Contributor Guarantor authorizing the execution and delivery of this Agreement and the consummation of the transactions contemplated thereby; (vi) to Acquiror, a certificate that meets the requirements of Treasury Regulation Section 1.1445-2(b)(4) stating that Contributor is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; (vii) to Acquiror, a certificate of good standing Operating Partnership all of each Retail Entity as of a recent date certified by such Contributor's right, title and interest in and to the Secretary of the Commonwealth of the Commonwealth of Pennsylvania (with respect to SUN Retail) or the Secretary of State of the State of Delaware (with respect to Sunmarks); (viii) to Acquiror, documentation reasonably satisfactory to Acquiror evidencing the consummation of each of the Pre-Closing TransactionsPartnership Interests. (ixb) to AcquirorA counterpart of the Tax Protection Agreement, duly executed by TRCALP. (c) A counterpart of the Thirteenth Amendment, duly executed by TRCALP. (d) To the extent necessary, a counterpart of the Guarantee of Collection, in such form as reasonably agreed to by Contributor and Acquiror (the “Guarantee of Collection”)Fourteenth Amendment, duly executed by Contributor; andTRCALP. (xe) to Acquiror, a A counterpart of each of the Support Agreements, in such forms as reasonably agreed to by Contributor, Acquiror, SUN R&M and Atlantic Refining, as applicable (the “Support Agreements”)Registration Rights Agreement, duly executed by such Contributor. (f) The certificates to be delivered by such Contributor pursuant to Sections 8.1 and SUN R&M 8.2. (g) Copies of the Estoppel Certificates or Atlantic Refiningthe Contributor Certificates required by Section 8.5. (h) An opinion of Wolf, Block, Xxxxxx and Xxxxx Xxxxx LLP regarding transfer taxes relating to One Xxxxx. (i) The partnership agreement of the New Xxxxx Transferee, duly executed by the appropriate designee of the Contributors. (j) To the extent in the possession of the Contributors or their Affiliates (other than TRCLP and its Subsidiaries), originals of all Leases, original copies of all vehicle leases or certificates of title relating to the leases for the trucks referenced in Section 5.9 of the Contributors Disclosure Schedule, originals of all Contracts, and originals, to the extent in the possession of the Contributors or their Affiliates (other than TRCLP and its Subsidiaries), of all other records and files, including all tenant correspondence files and also including all bills and statements for all operating and other expenses of the Properties relating to the leasing, operation and maintenance of the Properties. (k) Notices to tenants, in substantially the form of Exhibit K duly executed by TRCLP or the appropriate Subsidiary of TRCLP immediately prior to the Closing. (l) Notices to contractors and other vendors under the Contracts, in substantially the form of Exhibit L duly executed by TRCLP or the appropriate Subsidiary of TRCLP immediately prior to the Closing. (m) If and to the extent in the possession of the Contributors or their Affiliates (other than TRCLP and its Subsidiaries), originals or copies of all certificates of occupancy, licenses, permits, authorizations, consents and approvals issued by any Governmental Authority having jurisdiction over the applicable Property. (n) Such owner's affidavits and other documents or certificates as the title insurer for the applicable Property shall reasonably require in order to issue, without extra charge, policies of title insurance free of any exceptions for unfiled mechanics' or materialmen's liens for work performed prior to Closing. (o) Keys or combinations to all locks at the Property in the possession of the Contributors or their Affiliates (other than TRCLP and its Subsidiaries). (p) Documentation confirming and evidencing the following matters: that each Contributor is duly formed, validly existing and in good standing under the laws of the state of its formation; that such Contributor has the power and authority to execute and deliver this Agreement and perform its obligations hereunder; that the execution, delivery and performance of this Agreement and of all instruments to be executed and delivered by such Contributor hereunder have been duly authorized by all necessary action on the part of such Contributor; and that the individuals executing this Agreement and the other documents and instruments referenced herein or otherwise executed and delivered in connection herewith on behalf of such Contributor have the legal power, right and authority to bind such Contributor under the terms and conditions stated herein. (q) Any guarantee(s) that TRCALP has committed itself to provide in respect of Incurred Indebtedness, as applicablemore completely set forth in the Tax Protection Agreement.