Common use of Delivery of Documents at Closing Clause in Contracts

Delivery of Documents at Closing. (a) At Closing, Transferor shall: (i) Execute and deliver to Transferee (or its designee) the Assignment and Assumption of Interest Agreement. (ii) Execute, acknowledge and deliver a certificate to Transferee confirming the matters set forth in Sections 10.01 (a) and (b) with respect to Transferor, as of the Closing Date, such certificates to be signed by an officer of Transferor. (iii) Provide to Transferee (A) a copy of the Charter Documents of Transferor certified by a duly authorized officer of Transferor, (B) a copy of resolutions or other actions of the board of directors and shareholders of Transferor certified by a duly authorized officer of Transferor, and (C) such other evidence of the power and authority of Transferor to consummate the transactions described in this Agreement as Transferee may reasonably require. (iv) Execute, cause to be acknowledged as appropriate and deliver to Transferee such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement. (v) Execute, cause to be acknowledged as appropriate and deliver to Transferee a closing statement or memorandum in a form reasonably acceptable to Transferee and Transferee (the “Closing Statement”). (vi) Execute, cause to be acknowledged and deliver to Transferee a non-foreign status affidavit in the form of Exhibit H, as required by Section 1445 of the Code. (vii) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Transferee, in connection with the transfer of Transferor’s Interests or the indirect interests in the Facility Owners to Transferee (or its designee) as contemplated hereunder. (viii) Pay and fully satisfy all obligations which are evidenced by any Lien encumbering Transferor’s Interest which are not permitted hereunder. (ix) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferor, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP, the Facility Owners or Manager. (x) Execute, cause to be acknowledged and deliver to the Escrow Holder one or more Transferor’s Non-Imputation Affidavits. (xi) If a search of the title to the Transferor’s Interests discloses judgments, penalties or other returns against other Persons having names the same as or similar to that of Transferor, Transferor will, on request, execute and deliver to Transferee (or cause to be delivered to Transferee) an affidavit from Transferor to the effect that such judgments, penalties or other returns are not against Transferor. (xii) Execute and deliver the Mezz Loan Recognition/Comfort Letter. (b) At Closing, Transferee shall: (i) Execute, acknowledge and deliver the Assignment and Assumption of Interest Agreement. (ii) Execute, acknowledge and deliver a certificate to Transferor confirming the matters set forth in Sections 10.03(a) and (b) with respect to Transferee, as of the Closing Date, such certificates to be signed by an officer of Transferee. (iii) Provide to Transferor (A) a copy of the Charter Documents of Transferee certified by a duly authorized officer or partner of Transferee, (B) a copy of resolutions or other actions of the partners of Transferee certified by a duly authorized officer or partner of Transferee, and (C) such other evidence of the power and authority of Transferee to consummate the transactions described in this Agreement as Transferor may reasonably require. (iv) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement. (v) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferee, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP or the Facility Owners. (vi) Execute, cause to be acknowledged as appropriate and deliver the Closing Statement. (vii) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Transferee, in connection with the transfer of the Transferor’s Interest or the indirect interests in the Facility Companies to Transferee (or its designee), as contemplated hereunder.

Delivery of Documents at Closing. (a) At Closing, Transferor Seller shall: (i) Execute and deliver to Transferee Purchaser (or its designee) the Assignment and Assumption of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture. (ii) Execute, acknowledge cause to be acknowledged and deliver to Purchaser a certificate to Transferee confirming the matters set forth in Sections 10.01 (a7.01(a) and (b) with respect to Transferor, Seller as of the Closing Date, such certificates certificate to be signed by an a duly authorized officer of TransferorSeller (or its controlling Affiliate). (iii) Provide to Transferee Purchaser (A) a copy of the Charter Documents of Transferor Seller certified by a duly authorized officer of Transferor, Seller and (B) a copy of resolutions or other actions of the board of directors and shareholders of Transferor certified by a duly authorized officer of Transferor, and (C) such other evidence of the power and authority of Transferor Seller to consummate the transactions described in this Agreement as Transferee Purchaser may reasonably require. (iv) Execute, cause to be acknowledged as appropriate and deliver to Transferee Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Seller above what is contemplated by this Agreement). (v) Execute, cause to be acknowledged as appropriate and deliver to Transferee Purchaser a closing statement or memorandum in a form reasonably acceptable to Transferee Purchaser and Transferee Seller (the “Closing Statement”). (vi) Execute, cause to be acknowledged and deliver to Transferee a Purchaser one or more non-foreign status affidavit affidavits in the form of Exhibit HC, as required by Section 1445 of the Code. (vii) Execute and deliver a Mutual Release Agreement in the form attached hereto as Exhibit D (the “Mutual Release”). (viii) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required forms reasonably requested by applicable law or advisable, in the reasonable opinion of Transferee, Purchaser in connection with the transfer of TransferorSeller’s Interests or the indirect interests in the Facility Owners Companies to Transferee Purchaser (or its designee) as contemplated hereunder. (viii) Pay and fully satisfy all obligations which are evidenced by any Lien encumbering Transferor’s Interest which are not permitted hereunder. (ix) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferor, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP, the Facility Owners or Manager. (x) Execute, cause to be acknowledged and deliver to the Escrow Holder one or more Transferor’s Non-Imputation Affidavits. (xi) If a search of the title to the Transferor’s Interests discloses judgments, penalties or other returns against other Persons having names the same as or similar to that of Transferor, Transferor will, on request, execute and deliver to Transferee (or cause to be delivered to Transferee) an affidavit from Transferor to the effect that such judgments, penalties or other returns are not against Transferor. (xii) Execute and deliver the Mezz Loan Recognition/Comfort Letter. (b) At Closing, Transferee Purchaser shall: (i) Execute, acknowledge Pay the Purchase Price in accordance with Section 2.01 hereof by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder. (ii) Execute and deliver the Assignment and Assumption of Interest Agreement. (ii) Execute, acknowledge and deliver a certificate to Transferor confirming the matters set forth in Sections 10.03(a) and (b) with respect to Transferee, as of the Closing Date, such certificates to be signed by an officer of Transferee. (iii) Provide to Transferor Seller (A) a copy of the Charter Documents of Transferee Purchaser certified by a duly authorized officer or partner of TransfereePurchaser, (B) a copy of resolutions or other actions of the partners board of Transferee directors or managers and members of Purchaser certified by a duly authorized officer or partner member of TransfereePurchaser, and (C) such other evidence of the power and authority of Transferee Purchaser to consummate the transactions described in this Agreement as Transferor Seller may reasonably require. (iv) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser above what is contemplated by this Agreement). (v) Execute Execute, acknowledge and deliverdeliver a certificate to Seller confirming the matters set forth in Sections 7.02(a) and (b) with respect to Purchaser, or cause as of the Closing Date, such certificates to be executed and delivered, all Restructuring Documents to be executed signed by Transferee, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP or the Facility Ownersan officer of Purchaser. (vi) Execute and deliver, and cause SSLI, Joint Venture and Manager to execute and deliver, the Mutual Release. (vii) Execute, and cause to be acknowledged acknowledged, as appropriate appropriate, and deliver the Closing Statement. (viiviii) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of TransfereePurchaser (as the case may be), in connection with the transfer of the Transferor’s Interest Seller Interests or the indirect interests in the Facility Companies Facilities to Transferee Purchaser (or its designee), as contemplated hereunder.

Delivery of Documents at Closing. (a) At Closing, Transferor Seller shall: (i) Execute and deliver to Transferee Purchaser (or its designee) the Assignment and Assumption of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture, and any share certificate(s) representing Seller’s Interest, duly endorsed for transfer or accompanied by one or more stock powers. (ii) Execute, acknowledge cause to be acknowledged and deliver to Purchaser a certificate to Transferee confirming the matters set forth in Sections 10.01 (a7.02(a) and (b) with respect to Transferor, Seller as of the Closing Date, such certificates certificate to be signed by an a duly authorized officer of TransferorSeller (or its controlling Affiliate). (iii) Provide to Transferee Purchaser (A) a copy of the Charter Documents of Transferor Seller certified by a duly authorized officer of Transferor, Seller and (B) a copy of resolutions or other actions of the board of directors and shareholders of Transferor certified by a duly authorized officer of Transferor, and (C) such other evidence of the power and authority of Transferor Seller to consummate the transactions described in this Agreement as Transferee Purchaser may reasonably require. (iv) Execute, cause to be acknowledged as appropriate and deliver to Transferee Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement). (v) Execute, cause to be acknowledged as appropriate and deliver to Transferee Purchaser a closing statement or memorandum in a form reasonably acceptable to Transferee Purchaser and Transferee Seller (the “Closing Statement”). (vi) Execute, cause to be acknowledged and deliver to Transferee a Purchaser one or more non-foreign status affidavit affidavits in the form of Exhibit HE, as required by Section 1445 of the Code. (vii) Execute, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with Closing. (viii) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required forms reasonably requested by applicable law or advisable, in the reasonable opinion of Transferee, Purchaser in connection with the transfer of TransferorSeller’s Interests Interest or the indirect interests in the Facility Owners to Transferee Purchaser (or its designee) as contemplated hereunder. (viii) Pay and fully satisfy all obligations which are evidenced by any Lien encumbering Transferor’s Interest which are not permitted hereunder. (ix) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferor, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP, the Facility Owners or Manager. (x) Execute, cause to be acknowledged and deliver to the Escrow Holder one or more Transferor’s Non-Imputation Affidavits. (xi) If a search of the title to the Transferor’s Interests discloses judgments, penalties or other returns against other Persons having names the same as or similar to that of Transferor, Transferor will, on request, execute and deliver to Transferee (or cause to be delivered to Transferee) an affidavit from Transferor to the effect that such judgments, penalties or other returns are not against Transferor. (xii) Execute and deliver the Mezz Loan Recognition/Comfort Letter. (b) At Closing, Transferee Purchaser shall: (i) Execute, acknowledge Pay the Purchase Price by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder. (ii) Execute and deliver the Assignment and Assumption of Interest Agreement. (ii) Execute, acknowledge and deliver a certificate to Transferor confirming the matters set forth in Sections 10.03(a) and (b) with respect to Transferee, as of the Closing Date, such certificates to be signed by an officer of Transferee. (iii) Provide to Transferor (A) a copy of the Charter Documents of Transferee certified by a duly authorized officer or partner of Transferee, (B) a copy of resolutions or other actions of the partners of Transferee certified by a duly authorized officer or partner of Transferee, and (C) such other evidence of the power and authority of Transferee to consummate the transactions described in this Agreement as Transferor may reasonably require. (iv) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser beyond what is contemplated by this Agreement). (iv) Execute, acknowledge and deliver a certificate to Seller confirming the matters set forth in Sections 7.03(a) and (b) with respect to Purchaser, as of the Closing Date, such certificates to be signed by an officer of Purchaser. (v) Execute Execute, and deliver, or cause to be executed and deliveredacknowledged, all Restructuring Documents to be executed by Transfereeas appropriate, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP or the Facility Owners. (vi) Execute, cause to be acknowledged as appropriate and deliver the Closing Statement. (viivi) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of TransfereePurchaser (as the case may be), in connection with the transfer of the TransferorSeller’s Interest or the indirect interests in the Facility Companies Owners to Transferee Purchaser (or its designee), as contemplated hereunder.

Delivery of Documents at Closing. (a) At Closing, Transferor Seller shall: (i) Execute and deliver to Transferee Purchaser (or its designee) the Assignment and Assumption of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture. (ii) Execute, acknowledge cause to be acknowledged and deliver to Purchaser a certificate to Transferee confirming the matters set forth in Sections 10.01 (a7.01(a) and (b) with respect to Transferor, Seller as of the Closing Date, such certificates certificate to be signed by an a duly authorized officer of TransferorSeller (or its controlling Affiliate). (iii) Provide to Transferee Purchaser (A) a copy of the Charter Documents of Transferor Seller certified by a duly authorized officer of Transferor, Seller and (B) a copy of resolutions or other actions of the board of directors and shareholders of Transferor certified by a duly authorized officer of Transferor, and (C) such other evidence of the power and authority of Transferor Seller to consummate the transactions described in this Agreement as Transferee Purchaser may reasonably require. (iv) Execute, cause to be acknowledged as appropriate and deliver to Transferee Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Seller above what is contemplated by this Agreement). (v) Execute, cause to be acknowledged as appropriate and deliver to Transferee Purchaser a closing statement or memorandum in a form reasonably acceptable to Transferee Purchaser and Transferee Seller (the “Closing Statement”). (vi) Execute, cause to be acknowledged and deliver to Transferee a Purchaser one or more non-foreign status affidavit affidavits in the form of Exhibit HC, as required by Section 1445 of the Code. (vii) Execute and deliver a Mutual Release Agreement in the form attached hereto as Exhibit D (the “Mutual Release”). (viii) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required forms reasonably requested by applicable law or advisable, in the reasonable opinion of Transferee, Purchaser in connection with the transfer of TransferorSeller’s Interests or the indirect interests in the Facility Owners Companies to Transferee Purchaser (or its designee) as contemplated hereunder. (viii) Pay and fully satisfy all obligations which are evidenced by any Lien encumbering Transferor’s Interest which are not permitted hereunder. (ix) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferor, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP, the Facility Owners or Manager. (x) Execute, cause to be acknowledged and deliver to the Escrow Holder one or more Transferor’s Non-Imputation Affidavits. (xi) If a search of the title to the Transferor’s Interests discloses judgments, penalties or other returns against other Persons having names the same as or similar to that of Transferor, Transferor will, on request, execute and deliver to Transferee (or cause to be delivered to Transferee) an affidavit from Transferor to the effect that such judgments, penalties or other returns are not against Transferor. (xii) Execute and deliver the Mezz Loan Recognition/Comfort Letter. (b) At Closing, Transferee Purchaser shall: (i) Execute, acknowledge Pay the Purchase Price in accordance with Section 2.01 hereof by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder. (ii) Execute and deliver the Assignment and Assumption of Interest Agreement. (ii) Execute, acknowledge and deliver a certificate to Transferor confirming the matters set forth in Sections 10.03(a) and (b) with respect to Transferee, as of the Closing Date, such certificates to be signed by an officer of Transferee. (iii) Provide to Transferor Seller (A) a copy of the Charter Documents of Transferee Purchaser certified by a duly authorized officer or partner of TransfereePurchaser, (B) a copy of resolutions or other actions of the partners board of Transferee directors or managers and members of Purchaser certified by a duly authorized officer or partner member of TransfereePurchaser, and (C) such other evidence of the power and authority of Transferee Purchaser to consummate the transactions described in this Agreement as Transferor Seller may reasonably require. (iv) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser above what is contemplated by this Agreement). (v) Execute, acknowledge and deliver a certificate to Seller confirming the matters set forth in Sections 7.02(a) and (b) with respect to Purchaser, as of the Closing Date, such certificates to be signed by an officer of Purchaser. (vi) Execute and deliver, or and cause SSLI, Joint Venture and Manager to be executed execute and delivered, all Restructuring Documents to be executed by Transferee, Newcodeliver, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP or the Facility OwnersMutual Release. (vivii) Execute, cause to be acknowledged as appropriate and deliver the Closing Statement. (viiviii) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of TransfereePurchaser (as the case may be), in connection with the transfer of the Transferor’s Interest Seller Interests or the indirect interests in the Facility Companies Facilities to Transferee Purchaser (or its designee), as contemplated hereunder.

Delivery of Documents at Closing. (a) At Closing, Transferor shall: (i) Cause Pool One LLC to execute and deliver a distribution agreement in a form reasonably acceptable to Transferor to effect the Distribution. (ii) Execute and deliver to Transferee (or its designee) the Assignment and Assumption of Interest Agreement. (ii) Execute, acknowledge and deliver a certificate to Transferee confirming the matters set forth in Sections 10.01 (a) and (b) with respect to Transferor, as of the Closing Date, such certificates to be signed by an officer of Transferor. (iii) Provide to Transferee (A) a copy of the Charter Documents of Transferor certified by a duly authorized officer of Transferor, (B) a copy of resolutions or other actions of the board of directors and shareholders of Transferor certified by a duly authorized officer of Transferor, and (C) such other evidence of the power and authority of Transferor to consummate the transactions described in this Agreement as Transferee may reasonably require. (iv) Execute, cause to be acknowledged as appropriate and deliver to Transferee such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement. (v) Execute, cause to be acknowledged as appropriate and deliver to Transferee a closing statement or memorandum in a form reasonably acceptable to Transferee and Transferee Transferor (the “Closing Statement”). (vi) Execute, cause to be acknowledged and deliver to Transferee a non-foreign status affidavit in the form of Exhibit HC, as required by Section 1445 of the Code. (vii) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of TransfereeTransferee or Transferor, in connection with the transfer of Transferor’s Interests or the indirect interests in the Facility Owners to Transferee (or its designee) as contemplated hereunder. (viii) Pay and fully satisfy all obligations which are evidenced by any Lien encumbering Transferor’s Interest Interest, or the Capmark Facility Owner Interests which are not permitted hereunder. (ix) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferor, Newco, deliver a termination of Owner Agreement in the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP, the Facility Owners or Manager.form attached hereto as Exhibit F. (x) Execute, cause to be acknowledged and deliver to the Escrow Holder one or more Transferor’s Non-Imputation Affidavits. (xi) If a search of the title to the Transferor’s Interests discloses judgments, penalties or other returns against other Persons having names the same as or similar to that of Transferor, Transferor will, on request, execute and deliver to Transferee (or cause to be delivered to Transferee) an affidavit from Transferor to the effect that such judgments, penalties or other returns are not against Transferor. (xii) Execute and deliver a termination of Pooling Agreement in the Mezz Loan Recognition/Comfort Letter.form attached hereto as Exhibit G. (b) At Closing, Transferee shall: (i) Execute, acknowledge and deliver the Assignment and Assumption of Interest Agreement. (ii) Execute, acknowledge and deliver a certificate to Transferor confirming the matters set forth in Sections 10.03(a) and (b) with respect to Transferee, as of the Closing Date, such certificates to be signed by an officer of Transferee. (iii) Provide to Transferor (A) a copy of the Charter Documents of Transferee certified by a duly authorized officer or partner member of Transferee, (B) a copy of resolutions or other actions of the partners board of directors or managers and members of Transferee certified by a duly authorized officer or partner member of Transferee, and (C) such other evidence of the power and authority of Transferee to consummate the transactions described in this Agreement as Transferor may reasonably require. (iviii) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement. (v) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferee, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP or the Facility Owners. (viiv) Execute, cause to be acknowledged as appropriate acknowledge and deliver the Closing Statement. (viiv) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of TransfereeTransferee or Transferor (as the case may be), in connection with the transfer of the Transferor’s Interest or the indirect interests in the Facility Companies Interests to Transferee (or its designee). (c) At Closing, MetLife, MLIC, Transferor and the Sunrise Parties shall execute and deliver a duly executed release agreement in the form attached hereto as contemplated hereunderExhibit E (the “Mutual Release”), which Mutual Release shall provide for, among other things, the release of Transferor, MetLife and MLIC from certain claims in respect of development fees, management fees and other intercompany payable with respect to the Capmark Facilities. (d) At Closing, MetLife shall execute and deliver the MetLife Consent.

Delivery of Documents at Closing. (a) At Closing, Transferor Seller shall: (i) Execute and deliver to Transferee Purchaser (or its designee) the an Assignment and Assumption of Interest Agreement, which shall constitute Seller’s relinquishment of Seller’s Interest in the Joint Venture. (ii) In connection with the transfer of the Shares, execute and deliver to Purchaser (or its designee) an Assignment and Assumption of Interest Agreement, and deliver to Purchaser (or its designee) one or more certificates representing the Shares, duly endorsed for transfer, together with such other documents as Purchaser may reasonably request to evidence the transfer of the Shares. (iii) Execute, acknowledge cause to be acknowledged and deliver to Purchaser a certificate to Transferee confirming the matters set forth in Sections 10.01 (a7.02(a) and (b) with respect to Transferor, Seller as of the Closing Date, such certificates certificate to be signed by an a duly authorized officer of TransferorSeller (or its controlling Affiliate). (iiiiv) Provide to Transferee Purchaser (A) a copy of the Charter Documents of Transferor Seller certified by a duly authorized officer of Transferor, Seller and (B) a copy of resolutions or other actions of the board of directors and shareholders of Transferor certified by a duly authorized officer of Transferor, and (C) such other evidence of the power and authority of Transferor Seller to consummate the transactions described in this Agreement as Transferee Purchaser may reasonably require. (ivv) Execute, cause to be acknowledged as appropriate and deliver to Transferee Purchaser such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Seller beyond what is contemplated by this Agreement). (vvi) Execute, cause to be acknowledged as appropriate and deliver to Transferee Purchaser a closing statement or memorandum in a form reasonably acceptable to Transferee Purchaser and Transferee Seller (the “Closing Statement”). (vivii) Execute, cause to be acknowledged and deliver to Transferee a Purchaser one or more non-foreign status affidavit affidavits in the form of Exhibit HE, as required by Section 1445 of the Code. (viiviii) Execute, cause to be acknowledged and deliver to the Title Company any non-imputation and other customary closing affidavits, certificates and agreements as the Title Company may require to issue any title policies, updates or endorsements in connection with Closing. (ix) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required forms reasonably requested by applicable law or advisable, in the reasonable opinion of Transferee, Purchaser in connection with the transfer of TransferorSeller’s Interests and the Shares or the indirect interests in the Facility Owners to Transferee Purchaser (or its designee) as contemplated hereunder. (viii) Pay and fully satisfy all obligations which are evidenced by any Lien encumbering Transferor’s Interest which are not permitted hereunder. (ix) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferor, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP, the Facility Owners or Manager. (x) Execute, cause to be acknowledged and deliver to the Escrow Holder one or more Transferor’s Non-Imputation Affidavits. (xi) If a search of the title to the Transferor’s Interests discloses judgments, penalties or other returns against other Persons having names the same as or similar to that of Transferor, Transferor will, on request, execute and deliver to Transferee (or cause to be delivered to Transferee) an affidavit from Transferor to the effect that such judgments, penalties or other returns are not against Transferor. (xii) Execute and deliver the Mezz Loan Recognition/Comfort Letter. (b) At Closing, Transferee Purchaser shall: (i) Execute, acknowledge Pay the Purchase Price by wire transfer of immediately available funds to an account designated by Seller and the other closing costs to be borne by Purchaser hereunder. (ii) Execute and deliver the Assignment and Assumption of Interest Agreement. (ii) Execute, acknowledge and deliver a certificate to Transferor confirming the matters set forth in Sections 10.03(a) and (b) with respect to Transferee, as of the Closing Date, such certificates to be signed by an officer of Transferee. (iii) Provide to Transferor (A) a copy of the Charter Documents of Transferee certified by a duly authorized officer or partner of Transferee, (B) a copy of resolutions or other actions of the partners of Transferee certified by a duly authorized officer or partner of Transferee, and (C) such other evidence of the power and authority of Transferee to consummate the transactions described in this Agreement as Transferor may reasonably require. (iv) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement and that are consistent with this Agreement (and do not impose any additional Liabilities on Purchaser beyond what is contemplated by this Agreement). (iv) Execute, acknowledge and deliver a certificate to Seller confirming the matters set forth in Sections 7.03(a) and (b) with respect to Purchaser, as of the Closing Date, such certificates to be signed by an officer of Purchaser. (v) Execute Execute, and deliver, or cause to be executed and deliveredacknowledged, all Restructuring Documents to be executed by Transfereeas appropriate, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP or the Facility Owners. (vi) Execute, cause to be acknowledged as appropriate and deliver the Closing Statement. (viivi) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of TransfereePurchaser (as the case may be), in connection with the transfer of Seller’s Interests and the Transferor’s Interest Shares or the indirect interests in the Facility Companies Owners to Transferee Purchaser (or its designee), as contemplated hereunder.

Delivery of Documents at Closing. (a) At each Closing, Transferor shall: (i) Execute and deliver to Transferee (or its designee) the Assignment and Assumption of Interest Agreement. (ii) Execute, acknowledge and deliver a certificate to Transferee confirming the matters set forth in Sections 10.01 (a) and (b) with respect to Transferor, as of the applicable Closing Date, such certificates to be signed by an officer of Transferor. (iiiii) Provide to Transferee (A) a copy of the Charter Documents of Transferor and/or each Facility Owner, certified by a duly authorized officer of TransferorTransferor or the Facility Owner, (B) a copy of resolutions or other actions of the board of directors managers and shareholders members of Transferor and/or Facility Owners certified by a duly authorized officer of Transferor, and (C) such other evidence of the power and authority of Transferor and Facility Owners to consummate the transactions described in this Agreement as Transferee may reasonably require. (iviii) ExecuteExecute and cause the Facility Owners to execute, acknowledge or cause to be acknowledged as appropriate and deliver to Transferee such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement. (viv) ExecuteExecute and cause the Facility Owners to execute, acknowledge or cause to be acknowledged as appropriate and deliver to Transferee a closing statement or memorandum in a form reasonably acceptable to Transferee Transferor and Transferee (the “Closing Statement”). (viv) ExecuteExecute and cause the Facility Owners to execute, cause to be acknowledged acknowledge and deliver to Transferee a non-foreign status affidavit in the form of Exhibit H, as required by Section 1445 of the Code. (viivi) Execute or cause to be executed, and cause the Facility Owners to be acknowledged execute, acknowledge and filedfile, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Transferee, in connection with the transfer of Transferor’s Interests or the indirect interests in Owned Assets to the Facility Owners to Transferee (or its designee) Company as contemplated hereunder. (viiivii) Pay and fully satisfy all obligations which are evidenced by any Lien encumbering Transferor’s Interest the Owned Assets which are not permitted hereunder. (ixviii) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferor, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP, the Facility Owners or Managerthe New Facility Owners. (x) Execute, cause to be acknowledged and deliver to the Escrow Holder one or more Transferor’s Non-Imputation Affidavits. (xiix) If a search of the title to the Transferor’s Interests Owned Assets discloses judgments, penalties or other returns against other Persons having names the same as or similar to that of TransferorTransferor or any Facility Owner, Transferor will, on request, execute and deliver to Transferee (or cause to be delivered to Transferee) an affidavit from Transferor and/or the applicable Facility Owner(s) to the effect that such judgments, penalties or other returns are not against Transferor. (xii) Execute and deliver Transferor or the Mezz Loan Recognition/Comfort Letterapplicable Facility Owner(s). (b) At each Closing, Transferee shall: (i) Execute, acknowledge and deliver the Assignment and Assumption of Interest Agreement. (ii) Execute, acknowledge and deliver a certificate to Transferor confirming the matters set forth in Sections 10.03(a) and (b) with respect to Transferee, as of the applicable Closing Date, such certificates to be signed by an officer of Transferee. (iiiii) Provide to Transferor (A) a copy of the Charter Documents of Transferee certified by a duly authorized officer or partner of Transferee, (B) a copy of resolutions or other actions of the partners of Transferee certified by a duly authorized officer or partner of Transferee, and (C) such other evidence of the power and authority of Transferee to consummate the transactions described in this Agreement as Transferor may reasonably require. (iviii) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement. (viv) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferee, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP Facility Owners or the New Facility Owners. (viv) Execute, cause to be acknowledged as appropriate and deliver the Closing Statement. (viivi) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Transferee, in connection with the transfer of the Transferor’s Interest or the indirect interests in the Facility Companies Owned Assets to Transferee (or its designee), as contemplated hereunder.

Delivery of Documents at Closing. (a) At Closing, Transferor shall: (i) Execute and deliver to Transferee (or its designee) the Assignment and Assumption of Interest Agreement. (ii) Execute, acknowledge and deliver a certificate to Transferee confirming the matters set forth in Sections 10.01 (a) and (b) with respect to Transferor, as of the Closing Date, such certificates to be signed by an officer of Transferor. (iii) Provide to Transferee (A) a copy of the Charter Documents of Transferor certified by a duly authorized officer of Transferor, (B) a copy of resolutions or other actions of the board of directors and shareholders of Transferor certified by a duly authorized officer of Transferor, and (C) such other evidence of the power and authority of Transferor to consummate the transactions described in this Agreement as Transferee may reasonably require. (iviii) Execute, cause to be acknowledged as appropriate and deliver to Transferee such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement. (viv) Execute, cause to be acknowledged as appropriate and deliver to Transferee a closing statement or memorandum in a form reasonably acceptable to Transferee and Transferee Transferor (the “Closing Statement”). (viv) Execute, cause to be acknowledged and deliver to Transferee a non-foreign status affidavit in the form of Exhibit HC, as required by Section 1445 of the Code. (viivi) Execute or cause to be executed, and cause to be acknowledged and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of TransfereeTransferee or Transferor, in connection with the transfer of Transferor’s Interests or the indirect interests in the Facility Owners to Transferee (or its designee) as contemplated hereunder. (viiivii) Pay and fully satisfy all obligations which are evidenced by any Lien encumbering Transferor’s Interest, the Pool Two Facility Owner Interest or the GP Facility Owner Interest which are not permitted hereunder. (viii) Execute and deliver a termination of Owner Agreement in the form attached hereto as Exhibit F. (ix) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferor, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP, the Facility Owners or Manager. (x) Execute, cause to be acknowledged and deliver to the Escrow Holder one or more Transferor’s Non-Imputation Affidavits. (xi) If a search of the title to the Transferor’s Interests discloses judgments, penalties or other returns against other Persons having names the same as or similar to that of Transferor, Transferor will, on request, execute and deliver to Transferee (or cause to be delivered to Transferee) an affidavit from Transferor to the effect that such judgments, penalties or other returns are not against Transferor. (xii) Execute and deliver the Mezz Loan Recognition/Comfort Letter. (b) At Closing, Transferee shall: (i) Execute, acknowledge and deliver the Assignment and Assumption of Interest Agreement. (ii) Execute, acknowledge and deliver a certificate to Transferor confirming the matters set forth in Sections 10.03(a) and (b) with respect to Transferee, as termination of the Closing Date, such certificates to be signed by an officer of Transferee. (iii) Provide to Transferor (A) a copy of the Charter Documents of Transferee certified by a duly authorized officer or partner of Transferee, (B) a copy of resolutions or other actions of the partners of Transferee certified by a duly authorized officer or partner of Transferee, and (C) such other evidence of the power and authority of Transferee to consummate the transactions described in this Pooling Agreement as Transferor may reasonably require. (iv) Execute, cause to be acknowledged as appropriate and deliver such additional documents as may be reasonably necessary or customary to consummate the transactions contemplated by this Agreement. (v) Execute and deliver, or cause to be executed and delivered, all Restructuring Documents to be executed by Transferee, Newco, the Company, the Pool Companies, Santa Xxxxxx GP, Santa Xxxxxx LP or the Facility Owners. (vi) Execute, cause to be acknowledged as appropriate and deliver the Closing Statement. (vii) Execute, and cause to be notarized and filed, as applicable, any and all transfer tax forms, or signature pages to transfer tax forms, required by applicable law or advisable, in the reasonable opinion of Transferee, in connection with the transfer of the Transferor’s Interest or the indirect interests in the Facility Companies to Transferee (or its designee), form attached hereto as contemplated hereunder.Exhibit G.