Developer’s Deliveries. On or before the Closing Date, subject to the terms and conditions of this Agreement, Developer shall execute, notarize, and deliver, as applicable, to Settlement Agent:
(a) the Purchase Price in full, except to the extent the Purchase Price has been adjusted pursuant to Section 2.6 herein, and any funds in excess of the Purchase Price, if so required by the Settlement Statement to be executed at closing;
(b) the Performance Bond to be held by District;
(c) all documents, in final form, required to close on the equity and debt financing for Developer’s construction of the Project; Developer must close on all equity and debt financing from Developer’s lender on the scheduled Closing Date for the Property;
(d) the fully executed Development and Completion Guaranty;
(e) the Affordability Covenant in recordable form to be recorded in the Land Records against the applicable Parcel(s);
(f) the Declaration in recordable form to be recorded in the Land Records against the Property;
(g) a certification of Developer’s representations and warranties executed by Developer stating that all of Developer’s representations and warranties set forth herein are true and correct as of and as if made on the Closing Date;
(h) copies of all submissions and applications for Permits to the District of Columbia Department of Consumer and Regulatory Affairs (“DCRA”), submitted pursuant to the Development Plan;
(i) copies of all Permits obtained by Developer required under Section 105A of Title 12A of the D.C. Municipal Regulations;
Developer’s Deliveries. At the Closing, Developer shall deliver the following to the Commission:
(i) the Purchase Price, subject to any credits or pro-rations provided for in this Agreement;
(ii) such disclosures and reports as are required by applicable state law in connection with the conveyance of real property;
(iii) delivery of any Governance Modifications (as defined in Section 12.17) that require the Developer's signature;
(iv) such other documents as may be required by the terms of this Agreement, or as may reasonably be necessary in order to consummate the transaction contemplated by this Agreement.
Developer’s Deliveries. Subject to the terms of this Agreement, Developer shall execute and deliver to Mall II Buyer or Mall II LLC, as applicable, at or prior to the Closing:
(a) an assignment of the Membership Interests to Mall II Buyer (the "Assignment");
(b) a General Assignment/Xxxx of Sale assigning to Mall II LLC the Exclusive Mall Equipment;
(c) the Amended REA;
(d) the Developer's Representation Certificate;
(e) the Developer's Warranty, if applicable;
(f) notices to Tenants from the appropriate parties informing them of the termination of any lockbox agreements in effect immediately prior to the Closing and instructing Tenants to pay rent in such a manner as directed by Mall II Buyer;
(g) Developer's copies of any Leases executed by Mall II LLC and Tenants;
(h) Developer's copies of any Service Contract that shall survive the Closing;
(i) all sales tax, transfer tax and other tax returns, if any, which the Developer is required by law to execute and deliver, either individually or together with Mall II Buyer, to any Government Authority as a result of the sale of the Membership Interests;
(j) All records and files which are in the possession of the Developer relating to the operation and maintenance of the Phase II Mall, including without limitation, to the extent in the possession of Developer, current tax bills, current water, sewer, utility and fuel bills, payroll records, billing records for Tenants, Tenant files, repair and maintenance records and the like which affect or relate to the Phase II Mall, plans, drawings, blue prints and specifications for the Phase II Mall, certificates of occupancy and other licenses and permits and keys to the Phase II Mall; and
(k) any other instruments or documents to be executed and/or delivered by Developer pursuant to Schedule "7" or other provisions of this Agreement.
Developer’s Deliveries. On or before the Closing Date, subject to the terms and conditions of this Agreement, Developer shall execute, notarize, and deliver, for each Parcel as applicable, to Settlement Agent:
(a) the Performance Bond to be held by District;
(b) any documents required to close on the equity and debt financing for Developer’s construction of the Project;
(c) the Affordability Covenant in recordable form to be recorded in the Land Records against the applicable Parcel(s);
(d) the Declaration in recordable form to be recorded in the Land Records against the Property;
(e) a certification of Developer’s representations and warranties executed by Developer stating that all of Developer’s representations and warranties set forth herein are true and correct as of and as if made on the Closing Date;
(f) copies of all submissions and applications for Permits to the District of Columbia Department of Consumer and Regulatory Affairs (“DCRA”), submitted pursuant to the Development Plan;
(g) copies of all Permits or approval letters obtained by Developer required under Section 105A of Title 12A of the D.C. Municipal Regulations;
(h) a copy of the fully executed CBE Agreement;
(i) the following documents evidencing the due organization and authority of Developer to enter into, join and consummate this Agreement and the transactions contemplated herein:
(i) The organizational documents and a current certificate of good standing issued by the District of Columbia;
(ii) Authorizing resolutions, in form and content reasonably satisfactory to District, demonstrating the authority of the entity and of the Person executing each document on behalf of Developer in connection with this Agreement and development of the Project;
(iii) Evidence of satisfactory liability, casualty and builder's risk insurance policies in the amounts, and with such insurance companies, as required in Article 10 of this Agreement;
(iv) Any financial statements of Developer that may be requested by District;
(v) If requested by District, an opinion of counsel that Developer is validly organized, existing and in good standing in the District of Columbia, that Developer has the full authority and legal right to carry out the terms of this Agreement and the documents to be recorded in the Land Records, that Developer has taken all actions to authorize the execution, delivery, and performance of said documents.
(j) Any and all other deliveries required from District on the Closing Date under this Agreement and such...
Developer’s Deliveries. On or before the Closing Date, the Trust and/or the Developers shall deliver to the Escrow Holder:
6.4.1 The Offer of Dedication substantially in the form attached as Exhibit G, executed and acknowledged by the Trust (the “Offer of Dedication”);
6.4.2 The Approved Plans and Specifications for the Elementary School, along with the “as-built” drawings and all licenses and permits for the Elementary School and an assignment of the warranties described in Section 3.8.4
Developer’s Deliveries. On or before the Closing Date, subject to the terms and conditions of this Agreement, Developer shall execute, notarize, and deliver, or cause to be executed, notarized and delivered, as applicable, to Settlement Agent:
(a) the Exclusive Use Covenant Required by the Museum Act of 2013;
(b) the Ground Lease with respect to the Ground Lease Parcel and the Memorandum of Ground Lease in recordable form for recordation in the Land Records against the Ground Lease Parcel;
Developer’s Deliveries. At Closing, or as otherwise provided herein, the Developer shall deliver the following:
(i) the Purchase Price.
(ii) three (3) executed versions of a Development Agreement (“Development Agreement”), the final version of which shall be negotiated by the Economic Development Director and Developer, but which shall incorporate the following provisions:
(1) If Developer does not commence construction of the Project on the Property, defined as commencement of excavation on the Property, within eighteen (18) months of Closing, County shall have the right to compel Developer to reconvey the Property to County, on ten (10) days written notice of the eighteen (18) month anniversary of Closing, in exchange for payment to Developer of 85% of the Purchase Price.
(2) If Developer, having commenced construction, does not substantially complete construction of the Project on the Property within forty-two (42) months from the commencement of construction, County shall have the right to compel Developer to reconvey the Property to County, on ten (10) days written notice of the forty-two (42) month anniversary from the commencement of construction, in exchange for payment to Developer of 85% of the Purchase Price, plus the sum of Developer’s certified construction costs expended. The Development Agreement shall define the Developer’s development obligations on the Project. Except as otherwise provided herein, the Development Agreement shall require, among other things, that the Developer:
(1) Because the Developer has submitted Concept Plans attached as Exhibit C, prior to Closing Developer shall submit schematic design plans, including detailed landscape plans (“Schematic Design Plans”), and, before commencement of construction, evidence of adequate financing for the Project. Schematic Design Plans should be generally consistent with the Concept Plans. Any Material Alteration contained in the Schematic Design Plans, compared to the Concept Plans, shall require County Board Approval. As used herein Material Alteration includes:
a. A 20% variation in square footage of the proposed project.
b. A 10% change in square footage of space available to the public.
c. A material change in the quality of exterior construction materials. Material Alteration does not include:
a. An alteration required by any municipality or other governmental agency or otherwise required by law.
b. An alteration required due to shortages or unavailability of materials (though substitute must be of compa...
Developer’s Deliveries. At the Closing, Developer shall deliver to City the following items:
(a) Immediately available federal funds sufficient to pay the Purchase Price or the applicable portion thereof (less the Xxxxxxx Money Deposit, and subject to apportionments and adjustments as set forth herein) and Developer’s share of all escrow costs and closing expenses;
(b) Duly executed and acknowledged original of the Closing Statement;
(c) A Georgia transfer tax declaration signed by Developer;
(d) An affidavit regarding commercial real estate brokers sufficient to satisfy the requirements of O.C.G.A. §00-00-000 et seq.;
(e) The Parking Agreement;
(f) The Master Declaration;
(g) The Contingent Payment Agreement;
(h) The Master Lease;
(i) The City Improvements Completion Escrow Agreement;
(j) The Developer Letter of Credit;
(k) The Intellectual Property Licensing Agreement;
(l) The Restrictions on Leasing Agreement and Memorandum of Restrictions;
(m) The Right of Entry Agreement;
(n) Such evidence or documents as may reasonably be required by the Title Company evidencing the status and capacity of Developer and the authority of the Person or Persons who are executing the various documents on behalf of Developer in connection with the purchase of the Property; and
(o) All other documents necessary or appropriate to complete the transaction contemplated by this Agreement.
Developer’s Deliveries. Developer shall deliver to County all required executed agreements, forms, bonds, insurance documents, other documents required under this Agreement, and other documents as County may request from time-to-time. Developer understands that its failure to comply with the delivery of any document within the time required is a material breach of this Agreement and that County may terminate this Agreement for cause, in its sole discretion, if Developer fails to comply with the document delivery requirement, including the timely delivery of any document.
Developer’s Deliveries. At each applicable AF Closing, the applicable Developer Party shall deliver (or cause to be delivered) to Authority all of the following instruments relating to the applicable AF Unit purchase and sale, each of which shall have been duly executed and, where applicable, acknowledged on behalf of each applicable Developer Party (or other applicable party) and shall be dated as of the applicable AF Closing Date:
(a) The certificates required under Section 8 (including, without limitation, Sections 8.3.16; 8.3.17; 8.3.20; and 8.3.21) and Section 11.2.2.
(b) A general warranty deed conveying fee simple title to the AF Unit to Authority; a xxxx of sale conveying the AF Personal Property to Authority; and an assignment agreement assigning the AF Contract Rights to Authority, each in compliance with this Agreement and otherwise in a form reasonably acceptable to Authority and the applicable Developer Party.
(c) Such agreements, affidavits or other documents as may be reasonably required by the Title Company to issue the AF Title Policy.
(d) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by any Developer Party and relating to the applicable AF Unit and the corresponding AF Personal Property, or any part thereof.
(e) Appropriate instruments, approvals and consents as to each applicable Developer Party authorizing (1) the execution on behalf of each applicable Developer Party of this Agreement and the documents to be executed and delivered by each applicable Developer Party or its applicable Affiliates prior to, at or otherwise in connection with the applicable AF Closing, and (2) the performance by each applicable Developer Party or its applicable Affiliates of its obligations under this Agreement and under such documents.
(f) A legal opinion from independent counsel for each applicable Developer Party stating that (1) this Agreement is enforceable against Developer, each Block Developer and any applicable Affiliate in accordance with its terms (subject to standard exceptions, and exceptions pertaining to the factual circumstances which have occurred since the date of execution of this Agreement); (2) each agreement or document which a Developer Party (or any Affiliate), and each agreement or document which any A/H Principals, is to execute and deliver at the applicable AF Closing has been duly authorized by all necessary action, have been duly executed and delivered, constitutes the valid and bindin...
