Common use of Delivery by Seller Clause in Contracts

Delivery by Seller. At the Closing, Seller shall deposit with the Escrow Holder, for the benefit of Buyer, or deliver directly to Buyer the following: (a) The Deed and the Assignment and Assumption of Leases and Rents, each duly executed and acknowledged by Seller, in recordable form, and ready for recordation in the official records of the jurisdiction in which the Land is located (the "OFFICIAL RECORD"); (b) An assumption of the Existing Loan, in form and substance acceptable to Buyer, duly executed and acknowledged by the holder of the Existing Loan, in recordable form, and ready for recordation in the Official Records; (c) The Xxxx of Sale duly executed by Seller; (d) A certificate from the office of the county clerk of Oklahoma County, dated within thirty (30) days of the Closing Date, listing, as of the date of such certificate, all filings against Seller in said offices under the Commercial Code of Oklahoma which would be a lien on any of the Personal Property (other than such filings, if any, (i) as are being released at the time of the Closing or (ii) which have been approved in writing by Buyer) or (iii) which evidence liens securing the Existing Loan), together with fully executed termination statements with respect to such filings; (e) originals or copies of any warranties and guaranties received by Seller and to be assigned to Buyer, from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repairs or alterations of the Improvements or any tenant improvements; (f) The Assignment and Assumption of Contracts, Intangible Property, Warranties and Guarantees, duly executed by Seller and acknowledged, assigning all of Seller's interest in the Intangible Property (except that the only Contracts that shall be assigned are the Approved Contracts); (g) Originals or copies of all certificates of occupancy, licenses and permits for the Improvements; (h) All existing as-built plans and specifications for the Improvements in the possession of Seller or its manager; (i) A closing statement prepared by Escrow Holder in form and content consistent with this Agreement and otherwise reasonably satisfactory to Buyer and Seller; (j) The Non-Foreign Certificate, duly executed by Seller; (k) A certificate duly executed by Seller and dated as of the Closing Date confirming the truth, accuracy and completeness of each of the Seller's representations and warranties set forth in Article VI below and noting with specificity any changes or exceptions thereto based upon events or circumstances intervening after the execution hereof (the "UPDATE CERTIFICATE"); (l) Seller's closing certificate, certifying as to the satisfaction of all of the conditions precedent to Seller's obligations hereunder (except delivery of the Purchase Price), addressed to Buyer; and (m) Complete originals of the Leases with respect to the Property and copies of all records, books of account, ledgers, statements and other business records relating to the ownership and operation of the Property and/or the administration of the Leases, in whatever mode maintained, including information contained on computer disks. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing.

Delivery by Seller. At On or prior to the ClosingClosing Date, Seller shall deposit with the Escrow Holder, for the benefit of Buyer, or deliver directly to Buyer the following: (a) The duly executed and acknowledged Deed, i.e., the Special Warranty Deed in Exhibit E-1 and the Assignment and Assumption of Leases and RentsGround Lease in Exhibit E-2, each duly executed and acknowledged by Seller, in recordable form, and ready for recordation in on the official records of the jurisdiction in which the Land is located (the "OFFICIAL RECORD")Closing Date together with a duly executed real estate excise tax affidavit; (b) An assumption of the Existing Loan, in form and substance acceptable to Buyer, duly A FIRPTA Affidavit executed and acknowledged by the holder of the Existing Loan, in recordable form, and ready for recordation Seller in the Official Recordsform of Exhibit J hereto; (c) Duplicate originals of the duly executed and acknowledged Assignment and Assumption of Leases assigning to Buyer the Tenant Leases. All refundable security deposits shall be transferred to Buyer. (d) Any reconveyance documents required to eliminate of record any Seller Mortgage Lien(s) which are a lien on the Real Property or the Personal Property and any customary affidavits or certifications required by Title Company to issue the Title Policy referenced in Section 3.3 above; (e) The Xxxx original Tenant Estoppel Certificates and Ground Lease Estoppel Certificate; (f) Any and all Contracts together with duplicate originals of Sale the duly executed Assignment of Contracts and Intangibles; (g) The Bxxx of Sale; (h) The Seller’s Closing Certificate defined in Section 8.1 below; (i) Notice letters to the tenants and vendors under the Contracts in the form attached hereto as Exhibit N, executed by Seller; (dj) A certificate from Guaranties in the office form of Exhibit O attached hereto (such Guaranties to provide that the county clerk of Oklahoma County, dated within thirty Guarantors’ maximum aggregate liability shall in no event exceed One Million Dollars (30$1,000,000)) days of the Closing Date, listing, as of the date of such certificate, all filings against Seller in said offices under the Commercial Code of Oklahoma which would be a lien on any of the Personal Property (other than such filings, if any, (i) as are being released at the time of the Closing or (ii) which have been approved in writing by Buyer) or (iii) which evidence liens securing the Existing Loan), together with fully executed termination statements with respect to such filings; (e) originals or copies of any warranties and guaranties received by Seller and to be assigned to Buyer, from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repairs or alterations of the Improvements or any tenant improvements; (f) The Assignment and Assumption of Contracts, Intangible Property, Warranties and Guarantees, duly executed by Seller each of Dxxxxxx Xxxx, Jxxxx X’Xxxxxx and acknowledgedSxxxx Xxxxx guarantying Seller’s obligations under Sections 7.5.1, assigning all of Seller's interest in the Intangible Property (except that the only Contracts that shall be assigned are the Approved Contracts); (g) Originals or copies of all certificates of occupancy7.5.2, licenses 8.3.1 and permits for the Improvements; (h) All existing as-built plans and specifications for the Improvements in the possession of Seller or its manager; (i) A closing statement prepared by Escrow Holder in form and content consistent with this Agreement and otherwise reasonably satisfactory to Buyer and Seller; (j) The Non-Foreign Certificate, duly executed by Seller11.2; (k) A certificate duly lease in the form of Exhibit P attached hereto covering all rentable area on the 6th floor of the Building (the “Master Lease”) (such Master Lease to provide that Seller shall have no liability thereunder, except to the extent of the Lease Holdback funds in escrow pursuant to the following subsection (l)), executed by Seller and dated as of the Closing Date confirming the truth, accuracy and completeness of each of the Seller's representations and warranties set forth in Article VI below and noting with specificity any changes or exceptions thereto based upon events or circumstances intervening after the execution hereof (the "UPDATE CERTIFICATE")acknowledged; (l) Seller's closing certificateAn escrow agreement (the “Escrow Agreement”) in a form reasonably acceptable to Buyer, certifying as to Seller and Escrow Holder (which form shall be agreed upon on or before the satisfaction of all end of the conditions precedent Due Diligence Period under this Agreement), executed by Seller and Escrow Holder instructing Escrow Holder to Seller's obligations hereunder hold in escrow (except delivery of A) (the “Lease Holdback”) either (i) if the Purchase Price)Price is established under Section 2.1.2, addressed the sum of One Million Five Hundred Thousand Dollars ($1,500,000) for disbursement to Buyer; andBuyer as rent under the Master Lease in twelve (12) equal installments of One Hundred Twenty-five Dollars ($125,000) on the first day of each calendar month commencing on July 1, 2007, or (b) if the Purchase Price is established under Section 2.1.1, the Lease Holdback shall be Three Hundred Thirty-three Thousand Three Hundred Thirty-four Dollars ($333,334) for disbursement to Buyer as rent under the Master Lease in two (2) equal installments on July 1, 2007, and on August 1, 2007, and (B) If the 6th Floor Lease is not mutually executed and delivered by Seller and the tenant thereunder on or before Closing, the difference between the Purchase Price as calculated under Section 2.1.1 and as calculated under Section 2.2.2. (m) Complete originals of Written confirmation from TI Escrow Holder that the Leases with respect to the Property and copies of all records, books of account, ledgers, statements and other business records escrow account relating to the ownership Tenant Lease with Philips contains at least $497,987.50 and operation that, from and after Closing, TI Escrow Holder will recognize Buyer as the sole owner of the Property and/or the administration of the Leases, in whatever mode maintained, including information contained on computer disks. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writingescrow account.

Delivery by Seller. At On the Closing, Closing Date the Seller shall deposit with the Escrow Holder, for the benefit of Buyerdeliver, or deliver directly cause to Buyer be delivered, the followingfollowing documents to the Buyer: (a) The Deed share certificates representing the Evanachan Alaska Shares and the Assignment and Assumption of Leases and Rents, each duly executed and acknowledged by Seller, in recordable form, and ready for recordation MxXxxx Capital Shares in the official records name of the jurisdiction in which Seller endorsed for transfer to the Land is located (Buyer or the "OFFICIAL RECORD")Buyer’s nominee as instructed by the Buyer; (b) An assumption certified copies of resolutions of the Existing Loandirectors of each of Evanachan, Evanachan Alaska and MxXxxx Capital approving and authorizing the transfer of the Evanachan Alaska Shares and the MxXxxx Capital Shares, respectively, from the Seller to the Buyer, the registration of the Shares in the name of the Buyer (if necessary); (c) the minute books and all other books and records of Evanachan Alaska and MxXxxx Capital; (d) the corporate seals of Evanachan Alaska and MxXxxx Capital, if any; (e) a certificate executed by the Seller certifying that the representations and warranties of the Seller set out in this Agreement are true, accurate and not Dxxxx:1850052.7 misleading as at the Closing Date with reference to the facts and circumstances then existing; (f) opinions of the solicitors for the Seller dated the Closing Date in form and substance acceptable to Buyer, duly executed and acknowledged by the holder of the Existing Loan, in recordable form, and ready for recordation in the Official Records; (c) The Xxxx of Sale duly executed by Seller; (d) A certificate from the office of the county clerk of Oklahoma County, dated within thirty (30) days of the Closing Date, listing, as of the date of such certificate, all filings against Seller in said offices under the Commercial Code of Oklahoma which would be a lien on any of the Personal Property (other than such filings, if any, (i) as are being released at the time of the Closing or (ii) which have been approved in writing by Buyer) or (iii) which evidence liens securing the Existing Loan), together with fully executed termination statements with respect to such filings; (e) originals or copies of any warranties and guaranties received by Seller and to be assigned to Buyer, from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repairs or alterations of the Improvements or any tenant improvements; (f) The Assignment and Assumption of Contracts, Intangible Property, Warranties and Guarantees, duly executed by Seller and acknowledged, assigning all of Seller's interest in the Intangible Property (except that the only Contracts that shall be assigned are the Approved Contracts)Buyer acting reasonably; (g) Originals or copies certificate of all certificates officers of occupancy, licenses and permits for the ImprovementsSeller dated the Closing Date in the form requested by the Buyer acting reasonably; (h) All existing as-built plans duly executed resignations of all directors and specifications for officers of Evanachan Alaska and MxXxxx Capital, such resignations to be effective as of the Improvements in the possession of Seller or its managerClosing Date; (i) A closing statement prepared by Escrow Holder statutory declarations of the Seller in a form and content consistent with this Agreement and otherwise reasonably satisfactory to the Buyer and Sellerthat the Seller is a resident of Canada within the meaning of the Act; (j) The Non-Foreign Certificate, duly executed by Sellerevidence that the Seller Indebtedness has been capitalized; (k) A certificate duly executed by Seller and dated as copies of the Closing Date confirming the truth, accuracy and completeness of each of the Seller's representations and warranties set forth all consents or approvals referred to in Article VI below and noting with specificity any changes or exceptions thereto based upon events or circumstances intervening after the execution hereof (the "UPDATE CERTIFICATE"paragraph 7.1(c); (l) Seller's closing certificateall such other documents, certifying as instruments, records, conveyances, assignments, assurances, consents and certificates which, in the opinion of the Buyer acting reasonably, are necessary to effect and evidence the transfer of the shares of MxXxxx Capital and Evanachan Alaska to the satisfaction Buyer free and clear of all of the conditions precedent to Seller's obligations hereunder (except delivery of the Purchase Price), addressed to BuyerEncumbrances; and (m) Complete originals of the Leases with respect a release executed by Rxxxxx XxXxxx, stating that he has no employee claims whatsoever against MxXxxx Capital, and release executed by Rxxxxx XxXxxx, Ixx Xxxx and Sxxxxx Xxxxxx, stating that they have no employee claims against Evanachan Alaska, in forms acceptable to the Property and copies of all records, books of account, ledgers, statements and other business records relating to the ownership and operation of the Property and/or the administration of the Leases, in whatever mode maintained, including information contained on computer disks. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writingacting reasonably.

Delivery by Seller. At Prior to the Closing, Seller shall deposit with the Escrow Holder, for the benefit of Buyer, or deliver directly to Buyer Holder the following: (a) The Deed and the Assignment and Assumption of Leases and Rents, each duly executed and acknowledged Partial Surrender in a form previously approved by Seller, in recordable form, Developer and ready for recordation in the official records of the jurisdiction in which the Land is located (the "OFFICIAL RECORD")KS and executed by Seller; (b) An assumption of the Existing Loan, in form and substance acceptable to Buyer, duly executed and acknowledged by the holder of the Existing Loan, in recordable form, and ready for recordation The Lot 4A Lease in the Official Recordsform previously approved by Seller, Developer and KS; (c) The Xxxx of Sale duly Step-In Agreement in the form previously approved by Seller, Developer and KS and executed by Seller; (d) The Memorandum duly executed and acknowledged by Seller; (e) The Assignment(s) of Intangible Property duly executed and acknowledged by Seller; (f) The Assignment of Water Rights duly executed and acknowledged by Seller; (g) The Agreement re Ancillary Benefits duly executed by Seller; (h) A certificate from the office of the county clerk of Oklahoma County, Title Company dated within thirty ten (3010) days of the Closing Date, listingindicating that, as of the date of such certificate, all there are no filings against Seller in said offices under the Uniform Commercial Code of Oklahoma Hawaii which would be a lien on any of the Personal Intangible Property (other than such filings, if any, (i) as are being released at the time of the Closing or (ii) which have been approved in writing by Buyer) or (iii) which evidence liens securing the Existing Loan), together with fully executed termination statements with respect to such filings; (e) originals or copies of any warranties and guaranties received by Seller and to be assigned to Buyer, from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repairs or alterations of the Improvements or any tenant improvements; (f) The Assignment and Assumption of Contracts, Intangible Property, Warranties and Guarantees, duly executed by Seller and acknowledged, assigning all of Seller's interest in the Intangible Property (except that the only Contracts that shall be assigned are the Approved ContractsDeveloper); (gi) Originals or copies of any and all certificates contracts, warranties, guaranties, permits, licenses, certificates, approvals, reports, survey maps and other items to be assigned to Developer under the Assignment(s) of occupancy, licenses and permits for the ImprovementsIntangible Property if not previously provided; (hj) All existing asThe Non-built plans and specifications for the Improvements in the possession of Seller or its managerForeign Certificate(s) duly executed by Seller; (ik) Such resolutions and/or authorizations relating to Seller and its general partners as shall be reasonably required by the Title Company or by Developer in connection with this transaction; (l) A tentative closing statement prepared by the Escrow Holder in form and content consistent with this Agreement and otherwise reasonably satisfactory to Buyer Developer and Seller; (j) The Non-Foreign Certificate, duly executed by Seller; (km) A certificate duly executed by Seller and dated as of the Closing Date confirming the truth, accuracy and completeness of each of the Seller's ’s representations and warranties set forth in Article VI 6 below and noting with specificity any changes or exceptions thereto based upon events or circumstances intervening after the execution hereof (the "UPDATE CERTIFICATE"“Update Certificate”); (ln) Seller's closing certificate, certifying as to A good standing certificate for Seller and its general partners from the satisfaction Department of all Commerce and Consumer Affairs of the conditions precedent State of Hawaii (“DCCA”); (o) A bulk sales tax clearance from the State Department of Tax, if required, pursuant to Seller's obligations hereunder (except delivery Section 237-43 of the Purchase Price), addressed to BuyerHawaii Revised Statutes; and (mp) Complete originals of Any and all other documents to be executed by Seller in connection with the Leases with respect to the Property and copies of all records, books of account, ledgers, statements and other business records relating to the ownership and operation of the Property and/or the administration of the Leases, in whatever mode maintained, including information contained on computer disks. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writingClosing.

Delivery by Seller. At the Closing, Seller shall deposit with the Escrow Holder, for the benefit of Buyer, or deliver directly to Buyer the following: (a) The Deed and the Assignment and Assumption of Leases and RentsDeed, each duly executed and acknowledged by Seller, in recordable form, and ready for recordation in the official records of the jurisdiction in which the Land is located (the "OFFICIAL RECORD"); (b) An assumption of the Existing Loan, in form and substance acceptable to Buyer, duly executed and acknowledged by the holder of the Existing Loan, in recordable form, and ready for recordation in the Official Records; (cb) The Xxxx of Sale duly executed by Seller; (dc) A certificate Original counterparts of the Leases (and amendments thereto, if any, and all records and correspondence relating thereto); estoppel certificates from the office of the county clerk of Oklahoma County, Space Tenants (as hereinafter defined) thereunder dated within thirty not earlier than sixty (3060) days of before the Closing Date, listingcertifying to and for the benefit of Buyer and its successors and assigns that the Leases are in full force and effect, the counterparts of and amendments to the Leases provided by the Seller to the Buyer are true, correct and complete versions of those Leases, and certifying that Seller, as landlord, is not in default thereunder; and a certified rent roll and listing of security deposits for the date of such certificate, all filings against Seller in said offices under the Commercial Code of Oklahoma which would be a lien on any of the Personal Property (other than such filingsProperty, if any, ; (id) as are being released at the time The Assignment(s) of Leases covering all of the Closing or (ii) which have been approved in writing Leases on the Property, duly executed by Buyer) or (iii) which evidence liens securing the Existing Loan), together with fully executed termination statements with respect to such filingsSeller; (e) To the extent such items are in the possession or under the control of Seller after Seller has used its best efforts to obtain such items, originals or or, if unavailable, certified copies of any warranties and guaranties received by Seller and to be assigned to Buyer, from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repairs or alterations of the Improvements or any tenant improvements; (f) The Assignment Assignment(s) of Intangible Property and Assumption of Contracts, Intangible Property, Warranties and GuaranteesWarranties, duly executed by Seller and acknowledgedSeller, assigning all of Seller's interest in the Intangible Property (except that the only Contracts that shall be assigned are the Approved Contracts); (g) Originals To the extent such items are in the possession or under the control of Seller after Seller has used its best efforts to obtain such items, originals or, if unavailable, certified copies of all certificates of occupancy, licenses and permits occupancy for the Improvements; (h) All existing To the extent such items are in the possession or under the control of Seller after Seller has used its best efforts to obtain such items, , as-built plans and specifications for the Improvements, showing the Improvements in the possession their state of Completion, certified by Seller or its managerto be true, complete and correct copies thereof; (i) To the extent such items are in the possession or under the control of Seller after Seller has used its best efforts to obtain such items, originals or, if unavailable, certified copies of all licenses or permits held by Seller, and/or to be assigned to Buyer pursuant to this Agreement, in connection with the use, operation or enjoyment of the Property; (j) Such resolutions, authorizations, or other documents or existing agreements relating to Seller as shall be reasonably required by the Title Company or by Buyer in connection with this transaction; (k) A closing statement prepared by Escrow Holder in form and content consistent with this Agreement and otherwise reasonably satisfactory to Buyer and Seller; (jl) The Non-Foreign Certificate, duly executed by Seller; (km) A certificate in the form of EXHIBIT J-1 attached hereto duly executed by Seller and dated as of the Closing Date confirming the truth, accuracy and completeness of each of the Seller's representations and warranties set forth in Article VI VII below and noting with specificity any changes or exceptions thereto based upon events or circumstances intervening after the execution hereof (the "UPDATE CERTIFICATEUpdate Certificate"); (ln) Notices to each of the tenants under the Leases (the "Space Tenants") in the form of SCHEDULE K hereto; and (o) Seller's closing certificate, certifying as to the satisfaction of all of the conditions precedent to Seller's obligations hereunder (except delivery of the Purchase Price), addressed to Buyer. (p) A estoppel certificate in the form of EXHIBIT L attached hereto from parties to Approved Contracts certifying to and for the benefit of Buyer and its successors and assigns that all amounts owed by Seller thereunder have been paid in full and that there exist no disputes, offsets, or counterclaims with respect thereto; (q) Notices to each of the parties to the Approved Contracts in the form of SCHEDULE M hereto; (r) All keys, properly tagged and identified for the Property; and (ms) Complete originals of the Leases with respect to the Property A quitclaim deed duly executed and copies of all records, books of account, ledgers, statements and other business records relating to the ownership and operation of the Property and/or the administration of the Leases, in whatever mode maintained, including information contained on computer disks. Buyer may waive compliance on Seller's part under any of the foregoing items acknowledged by an instrument in writing.Xxxx X.

Delivery by Seller. At the Closing, Seller shall deposit with the Escrow Holder, for the benefit of Buyer, or deliver directly to Buyer the following: (a) The Deed and the Assignment and Assumption of Leases and Rents, each duly executed and acknowledged by Seller, in recordable form, and ready for recordation in the official records of the jurisdiction in which the Land is located (the "OFFICIAL RECORD"); (b) An assumption of the Existing Loan, in form and substance acceptable to Buyer, duly executed and acknowledged by the holder of the Existing Loan, in recordable form, and ready for recordation in the Official Records; (c) The Xxxx of Sale duly executed by Seller; (d) A certificate from the office of the county clerk of Oklahoma County, dated within thirty (30) days of On the Closing Date, listingthe Seller shall deliver to the Buyer, each of which shall be in full force and effect: 2.8.1 Full access rights and all necessary passwords and other authorization codes to the servers where the Transferred Software is installed, as more particularly described in Schedule ‎2.8.1 to be agreed upon between Parties prior to Closing and attached thereafter; 2.8.2 A final approval from the IIA for the transactions contemplated hereunder to the reasonable satisfaction of the date Buyer. 2.8.3 With respect to the Key Personnel, the termination of such certificate, all filings against employment of the Key Personnel by Seller in said offices under the Commercial Code of Oklahoma which would be a lien on and/or any of its Subsidiaries in the Personal Property (other than such filingsform attached hereto as Schedule ‎2.8.3, if any, (i) as are being released at the time of the Closing or (ii) which have been approved in writing by Buyer) or (iii) which evidence liens securing the Existing Loan), together with fully executed termination statements with respect to such filings; (e) originals or copies of any warranties and guaranties received by Seller and to be assigned agreed upon between Parties prior to BuyerClosing and attached thereafter. 2.8.4 The Escrow Agreement as set forth in Exhibit G-1, from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repairs or alterations of the Improvements or any tenant improvements; (f) The Assignment to be agreed upon between Parties prior to Closing and Assumption of Contracts, Intangible Property, Warranties and Guarantees, duly executed by Seller and acknowledged, assigning all of Seller's interest in the Intangible Property (except that the only Contracts that shall be assigned are the Approved Contracts); (g) Originals or copies of all certificates of occupancy, licenses and permits for the Improvements; (h) All existing as-built plans and specifications for the Improvements in the possession of Seller or its manager; (i) A closing statement prepared by Escrow Holder in form and content consistent with this Agreement and otherwise reasonably satisfactory to Buyer and Seller; (j) The Non-Foreign Certificateattached thereafter, duly executed by Seller; (k) A certificate 2.8.5 The Paying Agent Agreement as set forth in Exhibit G-2, to be agreed upon between Parties prior to Closing and attached thereafter, duly executed by Seller (the “Paying Agent Agreement”); 2.8.6 The Key Personnel Holdback Letter, duly executed by the respective Key Personnel and dated the Seller. 2.8.7 Lock-Up agreements in the form attached hereto as Exhibit H (the “Lock-Up Agreements”). 2.8.8 The Equity Holder Undertakings; and 2.8.9 Duly executed general shareholders meeting minutes of Seller authorizing the Board of Directors to approve the transaction contemplated under this Agreement and Ancillary Documents, in the form attached hereto Exhibit I-1, to be agreed upon between Parties prior to Closing Date confirming the truth, accuracy and completeness of each attached thereafter. 2.8.10 Duly executed unanimous written consent of the Seller's representations ’s Board of Directors to approve the transaction contemplated under this Agreement and warranties set forth in Article VI below and noting with specificity any changes or exceptions thereto based upon events or circumstances intervening after the execution hereof (the "UPDATE CERTIFICATE"); (l) Seller's closing certificate, certifying as to the satisfaction of all of the conditions precedent to Seller's obligations hereunder (except delivery of the Purchase Price), addressed to Buyer; and (m) Complete originals of the Leases with respect to the Property and copies of all records, books of account, ledgers, statements and other business records relating to the ownership and operation of the Property and/or the administration of the LeasesAncillary Documents, in whatever mode maintained, including information contained on computer disks. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writingform attached hereto as Exhibit I-2.

Delivery by Seller. At On or prior to the ClosingClosing Date, Seller shall deposit with the Escrow Holder, for the benefit of Buyer, or deliver directly delivery to Buyer at Closing, the following: (a) : The Deed and the Assignment and Assumption of Leases and Rents, each duly executed and acknowledged by SellerDeed, in recordable form, and ready for recordation on the Closing Date, together with a duly executed real estate excise tax affidavit; Affidavit executed by Seller in the official records form of the jurisdiction in which the Land is located Exhibit L hereto (the "OFFICIAL RECORDFIRPTA Affidavit"); (b) An assumption of the Existing Loan, in form and substance acceptable to Buyer, ; The duly executed and acknowledged by Assignment of Leases assigning to Buyer the holder of the Existing LoanTenant Leases. All security deposits, in recordable form, and ready for recordation in the Official Records; (c) The Xxxx of Sale duly executed by Seller; (d) A certificate from the office of the county clerk of Oklahoma County, dated within thirty (30) days of the Closing Date, listing, as of the date of such certificate, all filings against Seller in said offices under the Commercial Code of Oklahoma which would be a lien on any of the Personal Property (prepaid rentals or other than such filingsdeposits, if any, (i) as held by Seller shall be credited to Buyer at Closing. Any reconveyance documents required to eliminate of record any existing deeds of trust and other security documents which are being released at a lien on the time Real Property or the Personal Property and any customary affidavits or certifications reasonably required by Title Company to issue the Title Policy; The duly executed and acknowledged Parking Agreement; The duly executed subordination agreement from Seller's mortgage lender subordinating the Mortgage to Buyer's rights in the Parking Agreement; The duly executed and acknowledged Courtyard Agreement; The duly executed subordination agreement from Seller's mortgage lender subordinating the Mortgage to Buyer's rights in the Courtyard Agreement; The duly executed and acknowledged Redevelopment and Purchase Rights; The duly executed Management Agreement; The originals of the Closing or (ii) which have been approved Tenant Estoppel Letters described in writing by Buyer) or (iii) which evidence liens securing the Existing Loan), together with fully Section 5.6; The duly executed termination statements with respect to such filings; (e) originals or copies of any warranties and guaranties received by Seller and to be assigned to Buyer, from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repairs or alterations of the Improvements or any tenant improvements; (f) The Assignment and Assumption of Contracts, Intangible Property, Warranties ; The duly executed Xxxx of Sale; and Guarantees, duly A certificate executed by Seller and acknowledged, assigning all of Seller's interest in the Intangible Property (except stating that the only Contracts that shall be assigned are representations and warranties in this Agreement were true and correct as of the Approved Contracts); (g) Originals or copies Date of all certificates of occupancy, licenses and permits for the Improvements; (h) All existing as-built plans and specifications for the Improvements in the possession of Seller or its manager; (i) A closing statement prepared by Escrow Holder in form and content consistent with this Agreement and otherwise reasonably satisfactory to Buyer and Seller; (j) The Non-Foreign Certificate, duly executed by Seller; (k) A certificate duly executed by Seller and dated that there have been no material adverse events as of the Closing Date confirming the truth, accuracy and completeness of each of the Seller's representations and warranties set forth described in Article VI below and noting with specificity any changes or exceptions thereto based upon events or circumstances intervening after the execution hereof (the "UPDATE CERTIFICATE"); (l) Seller's closing certificate, certifying as to the satisfaction of all of the conditions precedent to Seller's obligations hereunder (except delivery of the Purchase Price), addressed to Buyer; and (m) Complete originals of the Leases with respect to the Property and copies of all records, books of account, ledgers, statements and other business records relating to the ownership and operation of the Property and/or the administration of the Leases, in whatever mode maintained, including information contained on computer disks. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writingSection 5.5.

Delivery by Seller. At the Closing, Seller shall deposit with the Escrow Holder, for the benefit of Buyer, or deliver directly to Buyer the following: (a) The Deed and the Assignment and Assumption of Leases and RentsDeed, each duly executed and acknowledged by Seller, in recordable form, and ready for recordation in the official records of the jurisdiction in which the Land is located (the "OFFICIAL RECORD"); (b) An assumption of the Existing Loan, in form and substance acceptable to Buyer, duly executed and acknowledged by the holder of the Existing Loan, in recordable form, and ready for recordation in the Official Records; (cb) The Xxxx of Sale duly executed by Seller; (dc) A certificate from the office of the county clerk secretary of Oklahoma Countystate of California, dated within thirty (30) days of the Closing Date, listingindicating that, as of the date of such certificate, all there are no filings against Seller in said offices under the respective Commercial Code of Oklahoma California which would be a lien on any of the Personal Property (other than such filings, if any, (iany,(i) as are being released at the time of the Closing or (ii) which have been approved in writing by Buyer); (d) or Original counterparts of the Leases (iiiand amendments thereto, if any, and all records and correspondence relating thereto); estoppel certificates in the form of EXHIBIT Q attached hereto from the Space Tenants (as hereinafter defined) thereunder occupying at least 90% of the leased space and including ten (10) tenants specifically identified by Buyer, which evidence liens securing estoppel certificates shall be dated not earlier than sixty (60) days before the Existing Loan)Closing Date, together with fully executed termination statements with respect and shall certify to such filingsand for the benefit of Buyer and its successors and assigns that the Leases are in full force and effect, the counterparts of and amendments to the Leases provided by the Seller to the Buyer are true, correct and complete versions of those Leases, and certifying that Seller, as landlord, is not in default thereunder; and a certified rent roll and listing of security deposits for the Property, if any; (e) originals or The Assignment(s) of Leases covering all of the Leases on the Property, duly executed by Seller; (f) Originals or, if unavailable, certified copies of any warranties and guaranties received by Seller and to be assigned to Buyer, from any contractors, subcontractors, suppliers or materialmen in connection with any construction, repairs or alterations of the Improvements or any tenant improvements; (fg) The Assignment Assignment(s) of Intangible Property and Assumption of Contracts, Intangible Property, Warranties and GuaranteesWarranties, duly executed by Seller and acknowledged, assigning all of Seller's interest in the Intangible Property (except that the only Contracts that shall be assigned are the Approved Contracts); (gh) Originals or To the extent available, originals or, if unavailable, certified copies of all certificates of occupancy, licenses and permits occupancy for the Improvements; (hi) All existing To the extent the same are available to Seller, as-built plans and specifications for the Improvements, showing the Improvements in their state of Completion, certified by Seller and by the possession of Seller or its managercontractor to be true, complete and correct copies thereof; (ij) Originals or, if unavailable, certified copies of all licenses or permits held by Seller, and/or to be assigned to Buyer pursuant to this Agreement, in connection with the use, operation or enjoyment of the Property; (k) Such resolutions, authorizations, or other documents or agreements relating to Seller as shall be required by the Title Company or by Buyer in connection with this transaction; (l) A closing statement prepared by Escrow Holder in form and content consistent with this Agreement and otherwise reasonably satisfactory to Buyer and Seller; (jm) The Non-Foreign Certificate, duly executed by Seller; (kn) A certificate in the form of EXHIBIT J attached hereto duly executed by Seller and dated as of the Closing Date confirming the truth, accuracy and completeness of each of the Seller's representations and warranties set forth in Article VI below and noting with specificity any changes or exceptions thereto based upon events or circumstances intervening after the execution hereof (the "UPDATE CERTIFICATEUpdate Certificate"); (lo) Notices to each of the tenants under the Leases (the "Space Tenants") in the form of SCHEDULE K hereto; and (p) Seller's closing certificate, certifying as to the satisfaction of all of the conditions precedent to Seller's obligations hereunder (except delivery of the Purchase Price), addressed to Buyer. (q) A estoppel certificate in the form of EXHIBIT L attached hereto from parties to Approved Contracts certifying to and for the benefit of Buyer and its successors and assigns that all amounts owed by Seller thereunder have been paid in full and that there exist no disputes, offsets, or counterclaims with respect thereto; (r) Notices to each of the parties to the Approved Contracts in the form of SCHEDULE M hereto; and (ms) Complete originals of All keys, properly tagged and identified for the Leases with respect to the Property and copies of all records, books of account, ledgers, statements and other business records relating to the ownership and operation of the Property and/or the administration of the Leases, in whatever mode maintained, including information contained on computer disksProperty. Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing.