Common use of Documents to Be Delivered at Closing Clause in Contracts

Documents to Be Delivered at Closing. (a) At Closing, Seller will deliver to Buyer the following, executed and if applicable, acknowledged and in recordable form, as appropriate: (1) the special warranty deed (with the only covenants being against grantors acts) to the Premises; (2) the special warranty xxxx of sale for the Personal Property; (3) an assignment or assignments, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, of the Leases and security deposits (together with tenant's portion of the interest earned thereon, if required by applicable law) as provided herein, and the Service Contracts together with the original Leases and the Service Contracts, and such other documents and instruments as shall be necessary to transfer to Buyer all of Seller's right, title and interest in and to the Leases and the security deposits thereunder, together with tenant's portion of any interest earned thereon, if required by law, and the Service Contracts; (4) all Intangible Assets in Seller's possession, together with, to the extent assignable, an assignment assigning, without representation, warranty or recourse, the Intangible Assets to Buyer; (5) the Rent Roll for the Premises, dated as of the date of Closing, certified by Seller as true, correct and complete; (6) notices to all tenants, prepared by and in form and substance reasonably satisfactory to Buyer, instructing tenants to make all future rent payments to Buyer or its designee; (7) evidence reasonably satisfactory to Buyer of termination effective as of Closing of the property management agreement for the Property with NPI-CL Management L.P. (8) all licenses, permits, approvals and certificates required by local law to transfer the Premises to Buyer. Seller shall obtain such licenses, permits, approvals and certificates, but the cost to correct any violations or comply with any requirements necessary to obtain same shall be borne by Buyer and Seller in the same manner, in accordance with and as part of the provision of Paragraph 10

Documents to Be Delivered at Closing. (a) At The Buyer and the Seller agree to deliver the following documents at or prior to Closing, : A. The Seller will agrees to execute and deliver the following documents to the Buyer the following, executed and if applicable, acknowledged and in recordable form, as appropriateat Closing: (1) the special A duly recordable limited warranty deed (with the only covenants being against grantors acts) conveying fee simple title to the Premises;Property to the Buyer free and clear of all encumbrances subject only to the exceptions stated in paragraphs 5 (C)(2)(a), (b), (c), and (d) of this Agreement. (2) the special warranty xxxx Standard form Affidavit of sale for the Personal Property;Seller. (3) an assignment Affidavit of the Seller confirming that the Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code. (4) A completed Minnesota Well Disclosure Certificate or assignments, without representation, warranty or recourse except as otherwise specifically provided a statement that the Seller is not aware of any xxxxx on the Property. (5) The representations and warranties of the Seller contained in this Agreement, of Agreement must be true now and on the Leases and security deposits (together with tenant's portion of Closing Date as if made on the interest earned thereon, if required by applicable law) as provided hereinClosing Date, and the Service Contracts together Seller shall have delivered to the Buyer at Closing a certificate in a form acceptable to the Buyer, signed by an authorized representative of the Seller, certifying that such representations and warranties are true as of the Closing Date (the “Bring-Down Certificate”). (6) ALTA Statements or other form of Settlement Statement prepared by the Title Company. (7) All keys to the Property. (8) Authorizing resolutions or evidence of the Seller’s authority and authorization to enter this transaction as may be required by the Title Company. (9) Such other documents as may be reasonably required by the Title Company. B. The Buyer agrees to execute and deliver the following documents to the Seller at Closing: (1) The balance of the Purchase Price, as adjusted for apportionments pursuant to this Agreement. (2) The Buyer shall, where applicable, join with the original Leases Seller in the execution and delivery of the Service Contracts, and such other closing documents and instruments as shall may be necessary to transfer to Buyer all of Seller's right, title and interest in and to the Leases and the security deposits thereunder, together with tenant's portion of any interest earned thereon, if required by law, the Title Company. (3) Authorizing resolutions or evidence of the Buyer’s authority and authorization to enter this transaction as may be required by the Service Contracts;Title Company. (4) all Intangible Assets in Seller's possession, together with, to the extent assignable, an assignment assigning, without representation, warranty or recourse, the Intangible Assets to Buyer; (5) the Rent Roll for the Premises, dated Such other documents as of the date of Closing, certified by Seller as true, correct and complete; (6) notices to all tenants, prepared by and in form and substance may be reasonably satisfactory to Buyer, instructing tenants to make all future rent payments to Buyer or its designee; (7) evidence reasonably satisfactory to Buyer of termination effective as of Closing of the property management agreement for the Property with NPI-CL Management L.P. (8) all licenses, permits, approvals and certificates required by local law to transfer the Premises to Buyer. Seller shall obtain such licenses, permits, approvals and certificates, but the cost to correct any violations or comply with any requirements necessary to obtain same shall be borne by Buyer and Seller in the same manner, in accordance with and as part of the provision of Paragraph 10Title Company.

Documents to Be Delivered at Closing. (a) At the Closing, Seller will the PCT LP General Partner on behalf of PCT LP shall execute, acknowledge where deemed desirable or necessary by the FYA General Partners, and deliver to Buyer the Closing Agent, in addition to any other documents mentioned elsewhere herein, the following, executed and if applicable, acknowledged and in recordable form, as appropriate: (1i) If requested by the special warranty deed (with FYA General Partners, a certified copy of all appropriate corporate resolutions or partnership actions authorizing the only covenants being against grantors acts) to the Premises; (2) the special warranty xxxx execution, delivery and performance by PCT LP of sale for the Personal Property; (3) an assignment or assignments, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, of the Leases and security deposits (together with tenant's portion of the interest earned thereonall ancillary agreements, instruments or certificates, if required by applicable law) as provided hereinany, and the documents required for the Closing. (ii) An affidavit establishing an exemption from the withholding requirements of the Foreign Investment in Real Property Tax Act ("FIRPTA"), as ------ amended. In the event the PCT fails to provide such an affidavit, FYA shall be entitled to withhold from the consideration otherwise payable and pay to the Internal Revenue Service Contracts together the sums required to be withheld pursuant to FIRPTA (and the amount so withheld shall be paid by FYA to the Internal Revenue Service, in order for FYA to comply with the original Leases provisions of Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), or successor similar ---- legislation, as the same may be amended hereafter). (iii) Any other documents reasonably necessary to effectuate the transactions contemplated hereby, including the Merger. Such documents shall include, without limitation, filings with any applicable governmental jurisdiction in which FYA is required to file its partnership or limited liability company documentation. (b) At the Closing, FYA shall deliver to PCT LP, a certificate either (x) reaffirming the accuracy of all representations and warranties and the Service Contractssatisfaction of all covenants made by FYA herein, or (y) if such reaffirmation cannot be made, identifying those representations and warranties with respect to which circumstances have changed. (c) At the Closing, each of the limited partners of FYA shall, directly or through an Attorney-in-Fact, execute, acknowledge where deemed desirable or necessary by PCT LP, and such deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, an Addendum to Contribution and instruments as shall be necessary to transfer to Buyer all of Seller's right, title and interest Merger Agreement in and to the Leases and the security deposits thereunder, together with tenant's portion of any interest earned thereon, if required by law, and the Service Contracts;form attached hereto. (4d) all Intangible Assets in Seller's possession, together with, to At the extent assignable, an assignment assigning, without representation, warranty or recourse, the Intangible Assets to Buyer; (5) the Rent Roll for the Premises, dated as of the date of Closing, certified by Seller PCT Inc. shall deliver the Registration Rights Agreement, as true, correct and complete; (6) notices to all tenants, prepared by and defined in form and substance reasonably satisfactory to Buyer, instructing tenants to make all future rent payments to Buyer or its designee; (7) evidence reasonably satisfactory to Buyer of termination effective as of Closing of the property management agreement for the Property with NPI-CL Management L.P. (8) all licenses, permits, approvals and certificates required by local law to transfer the Premises to Buyer. Seller shall obtain such licenses, permits, approvals and certificates, but the cost to correct any violations or comply with any requirements necessary to obtain same shall be borne by Buyer and Seller in the same manner, in accordance with and as part of the provision of Paragraph 10Section 6.05.

Documents to Be Delivered at Closing. 5.1. At the Closing, the parties shall deliver the following original documents, each executed and, if required, acknowledged: (a) At Closing, Seller will and Purchaser shall execute and deliver to Buyer each other closing statements (the following“Closing Statement”). (b) Seller shall deliver to Purchaser a duly executed Xxxx of Sale, conveying, selling, transferring and assigning to Purchaser all of the Assets free and clear of any and all defects, liens, encumbrances, charges and equities whatsoever. (c) Seller shall execute or endorse and deliver to Purchaser other duly executed documents, and instruments of sale, assignment or transfer, and conveyance including, but not limited to, assignments of contract rights, licenses, intellectual property, or leases as may be reasonably requested, and in form suitable to Purchaser and its legal counsel, as are necessary or desirable in order to vest or evidence title thereto in Purchaser. (d) Seller shall use its best efforts to have executed and if applicabledelivered to Purchaser assignments of contracts with any of Seller’s Customers designated by Purchaser after review of Seller’s Customers listed by revenue to Seller, acknowledged duly consented to by the Customers and in recordable form, as appropriate:form and substance satisfactory to Purchaser in its sole discretion and to Purchaser’s legal counsel. (1e) Seller and MCH each shall deliver to Purchaser a certificate (the special warranty deed (with the only covenants being against grantors acts“Seller Closing Certificates”) as to the Premises; (2) the special warranty xxxx of sale for the Personal Property; (3) an assignment or assignments, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, accuracy of the Leases Seller’s and security deposits (together with tenant's portion of the interest earned thereon, if required by applicable law) as provided herein, MCH’s representations and the Service Contracts together with the original Leases and the Service Contracts, and such other documents and instruments as shall be necessary to transfer to Buyer all of Seller's right, title and interest in and to the Leases and the security deposits thereunder, together with tenant's portion of any interest earned thereon, if required by law, and the Service Contracts; (4) all Intangible Assets in Seller's possession, together with, to the extent assignable, an assignment assigning, without representation, warranty or recourse, the Intangible Assets to Buyer; (5) the Rent Roll for the Premises, dated warranties as of the date of this Agreement and as of the Closing, certified by Seller and as true, correct to the Seller’s and complete;MCH’s compliance with and performance of its covenants and obligations to be performed or complied with on or before Closing. (6f) notices Seller shall deliver to the Purchaser all tenantsbooks and records of the Seller relating or referring to the Seller’s Business, prepared its Customers, Assets, and the Assumed Liabilities. (g) Seller and MCH shall deliver to Purchaser copies of (i) certificates of good standing for Seller and MCH in the jurisdiction of MCI’s and MCH’s state of incorporation, (ii) the written consent of the Board of Directors of Seller and MCH authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby, and (iii) the written consent of the Seller’s shareholder authorizing this Agreement and the other agreements and instruments to be delivered pursuant thereto and the transactions contemplated hereby and thereby. (h) Seller shall deliver to the Purchaser all necessary consents of third parties to the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement. (i) Seller and MCH shall deliver to the Purchaser an opinion of Seller’s and MCH’s counsel in form and substance reasonably satisfactory to Buyer, instructing tenants to make all future rent payments to Buyer or Purchaser and its designee;counsel. (7j) evidence reasonably satisfactory Purchaser shall pay the Purchase Price for the Assets in accordance with the terms of this Agreement. (k) Purchaser shall deliver to Buyer of termination effective as of Closing of the property management Seller a fully executed assumption agreement for the Property with NPI-CL Management L.P.Assumed Liabilities in a form acceptable to Purchaser and Seller. (8) all licensesl) Purchaser shall deliver to Seller a duly executed certificate as to the accuracy of the Purchaser’s representations and warranties as of the date of this Agreement and as of the Closing, permitsand as to the Purchaser’s compliance with and performance of its covenants and obligations to be performed or complied with on or before Closing (m) Purchaser shall deliver to Seller copies of (i) certificate of good standing in the jurisdiction of the Purchaser’s formation, approvals and certificates required by local law (ii) the written consent of the Member of Purchaser authorizing this Agreement and the other agreements and instruments to transfer be delivered pursuant thereto and the Premises to Buyer. transactions contemplated hereby and thereby. (n) Seller shall obtain deliver to Purchaser a Consent to Assignment of Lease, duly executed by Seller and the landlord of the Leased Premises, and Purchaser shall deliver to Seller Purchaser’s duly executed counterpart of the Consent to Assignment of Lease, or in lieu thereof Purchaser and the landlord of the Leased Premises shall have entered into a new lease for the Leased Premises in form satisfactory to Purchaser, the landlord of the Leased Premises, and Seller. (o) Seller shall deliver to Purchaser such licensesdocuments, permits, approvals and certificates, but the cost and consents as Purchaser may consider appropriate in order to correct any violations or comply with any requirements necessary to obtain same shall be borne by Buyer and Seller in the same manner, in accordance with and as part assure Purchaser’s collection of the provision of Paragraph 10accounts receivable after the Closing. (p) Seller and Purchaser shall each deliver to the other their signed counterparts to the Escrow Agreement, which shall also be duly signed by the Escrow Agent and MCH. (q) Seller shall deliver to the Purchaser non-competition agreements (collectively, the “Executive Noncompetition Agreements”) duly executed by Xxxx Xxxxxxxxx, Xxxxxxx X. Xxxxxxxx a/k/a Xxxxxxx Xxxxxx and Xxxxx Xxxxx (collectively, the “Executives”), all in form acceptable to Purchaser.

Documents to Be Delivered at Closing. (a) At Closing, The Seller will agrees to deliver the following documents to the Buyer at the following, executed and if applicable, acknowledged and in recordable form, as appropriateclosings with respect to each property: (1) the special A. A duly recordable limited warranty deed (with the only covenants being against grantors acts) conveying fee simple title to the PremisesProperty to the Buyer, free and clear of any mortgages, liens, or encumbrances other than matters created by or acceptable to the Buyer. B. The Bring-Down Certificate. C. An affidavit from the Seller indicating that on the closing date there has been no skill, labor, or material furnished to the Property for which payment has not been made or for which mechanics’ liens could be filed; and that there are not any unrecorded interests in the Property, together with whatever standard owner’s affidavit and/or indemnity, which may be required by title company, sufficient to remove any exception in the Buyer’s policy of title insurance for mechanics’ and materialmen’s’ liens and rights of parties in possession; (2) E. Affidavit of the special warranty xxxx Seller confirming that the Seller is not a foreign person within the meaning of sale for Section 1445 of the Personal Internal Revenue Code; F. A completed Minnesota Well Disclosure Certificate or a statement that the Seller is not aware of any xxxxx on the Property; (3) an assignment or assignmentsG. Any notices, without representationcertificates, warranty or recourse except and affidavits regarding any private sewage systems, underground storage tanks, and environmental conditions as otherwise specifically provided in this Agreement, of the Leases and security deposits (together with tenant's portion of the interest earned thereon, if may be required by applicable law) as provided hereinMinnesota statutes, and the Service Contracts together with the original Leases and the Service Contractsrules, and such or ordinances; H. All other documents and instruments as shall reasonably determined by the Buyer or the Title Company to be necessary to transfer to Buyer all of Seller's right, title and interest in and the Property to the Leases Buyer free and clear of all encumbrances except those which are permitted by the security deposits thereunder, together with tenant's portion of any interest earned thereon, if required by law, and the Service Contracts;Buyer pursuant to Section 11 herein. (4) all Intangible Assets in Seller's possession, together with, to the extent assignable, an assignment assigning, without representation, warranty or recourse, the Intangible Assets to Buyer; (5) the Rent Roll for the Premises, dated as of the date of Closing, certified by Seller as true, correct and complete; (6) notices to all tenants, prepared by and in form and substance reasonably satisfactory to Buyer, instructing tenants to make all future rent payments to Buyer or its designee; (7) evidence reasonably satisfactory to Buyer of termination effective as of Closing of the property management agreement A. The Purchase Price for the Property with NPI-CL Management L.P.by either by certified check or by wire transfer; and (8) all licensesB. Such affidavits of the Buyer, permitscertificates of real estate value, approvals and certificates or other documents as may be reasonably required by local law the title company in order to transfer record the Premises Seller’s closing documents and issue the title policy to Buyer. Seller shall obtain such licenses, permits, approvals and certificates, but the cost to correct any violations or comply with any requirements necessary to obtain same shall be borne Buyer as required by Buyer and Seller in the same manner, in accordance with and as part of the provision of Paragraph 10this Agreement.

Documents to Be Delivered at Closing. At or prior to the Closing, TEPPCO shall deliver to Fina/BASF the following documents in original form or if original form is not available, the next best evidence of same that are in TEPPCO's possession and which pertain to the Pipeline Facilities: (a) At ClosingLeases, Seller will deliver to Buyer the followingeasements, executed rights-of-way, rights-of-entry and if applicableaccess, acknowledged environmental permits and in recordable formother permits, as appropriate: (1) the special warranty deed (with the only covenants being against grantors acts) to the Premiseslicenses and governmental agency reports submitted by TEPPCO, franchises and other pertinent documents; (2b) Fully executed assignments of all rights-of-way agreements and easement agreements which cover the special warranty xxxx Pipeline Facilities; and, subject to the provisions set forth below, consents to the assignments where necessary to permit TEPPCO to assign such rights-of-way and easement agreements to Fina/BASF. TEPPCO shall be responsible for all administrative costs in obtaining such consents to assignment. Such administrative costs shall include, but not be limited to, filing fees, travel, expenses, labor cost of sale employees or contractors to contact grantors of the easements to be assigned and attorneys' fees in preparation of conveyance instruments. Fina/BASF shall be responsible for any consideration to be paid to any grantor of an easement for that grantor's consent to the Personal Propertyassignment of such easement to Fina/BASF. In that regard, TEPPCO shall not agree to such a consideration payment with any grantor without Fina/BASF's approval, which approval or disapproval shall be promptly made by Fina/BASF after TEPPCO makes a request for a decision. In the event TEPPCO is unable to get a consent to an assignment, Fina/BASF shall be responsible for any condemnation or other action necessary to acquire such rights-of-way; (3c) an assignment or assignmentsSurveys, without representationplans, warranty or recourse except as otherwise specifically provided in this Agreementmaps, drawings, certificates, inspection and maintenance records and specifications of the Leases and security deposits (together with tenant's portion of the interest earned thereon, if required by applicable law) as provided herein, and the Service Contracts together with the original Leases and the Service Contracts, and such other documents and instruments as shall be necessary to transfer to Buyer all of Seller's right, title and interest in and to the Leases and the security deposits thereunder, together with tenant's portion of any interest earned thereon, if required by law, and the Service ContractsPipeline Facilities; (4d) all Intangible Assets in Seller's possession, together with, Technical and service manuals relating to the extent assignable, an assignment assigning, without representation, warranty or recourse, operation and maintenance of the Intangible Assets to BuyerPipeline Facilities; (5e) Fully executed rights-of-way agreements granting Fina/BASF easements across TEPPCO's fee simple property on which the Rent Roll Pipeline Facilities are situated. The basic terms of such rights-of-way agreements shall include that grantor shall not have the right to relocate the pipeline and appurtenances except upon consent of grantee, that grantor shall provide grantee a direct and reasonably convenient access to the easement area and grantor represents that the easement is capable of being used for its intended purpose and that there are not paramount interests to which the easement is subject that interfere with grantee's use for the Premises, dated as intended purpose. The foregoing terms shall be in addition to such other reasonable and customary easement provisions granted to third parties for pipeline operations on fee simple property owned by TEPPCO; and (f) All additional documents or instruments that TEPPCO's counsel and Fina/BASF's counsel may mutually determine are reasonably necessary for the proper consummation of the date of Closing, certified transaction contemplated by Seller as true, correct and complete; (6) notices to all tenants, prepared by and in form and substance reasonably satisfactory to Buyer, instructing tenants to make all future rent payments to Buyer or its designee; (7) evidence reasonably satisfactory to Buyer of termination effective as of Closing of the property management agreement for the Property with NPI-CL Management L.P. (8) all licenses, permits, approvals and certificates required by local law to transfer the Premises to Buyer. Seller shall obtain such licenses, permits, approvals and certificates, but the cost to correct any violations or comply with any requirements necessary to obtain same shall be borne by Buyer and Seller in the same manner, in accordance with and as part of the provision of Paragraph 10this Agreement.

Documents to Be Delivered at Closing. At the Initial Closing, each Contributor shall, directly or through the attorney-in-fact appointed pursuant to Article V hereof, execute, acknowledge where deemed desirable or necessary by the Operating Partnership, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the following: (a) At ClosingA Certificate which shall either (i) reaffirm the accuracy of all representations and warranties and the satisfaction of all covenants made by such Contributor in Article II hereof or (ii) if such reaffirmation cannot be made, Seller will deliver identify those representations, warranties and covenants of Article II hereof (other than Section 2.5 hereof) with respect to Buyer which circumstances have changed, represent that such Contributor has used all reasonable efforts within its control to prevent and remedy such breach, and reaffirm the following, executed accuracy of all other representations and if applicable, acknowledged warranties and the satisfaction of all other covenants made by such Contributor in recordable form, as appropriate:Article II hereof. (1b) the special warranty deed (All books and records, title insurance policies, leases, lease files, contracts, stock certificates, original promissory notes, and other indicia of ownership with the only covenants being against grantors acts) respect to the Premises;such Contributor's Interests which are in each Contributor's possession or which can be obtained through each Contributors reasonable efforts. (2c) Any other documents reasonably requested by the special warranty xxxx of sale for Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver such Contributor's Interests and effectuate the Personal Property; (3) an assignment or assignmentstransactions contemplated hereby, including, without representationlimitation, warranty or recourse except bargain and sale deeds, assignments of ground leases and space leases (as otherwise specifically provided in this Agreementapplicable), of the Leases and security deposits (together with tenant's portion of the interest earned thereon, if required by applicable law) such documents as provided herein, and the Service Contracts together with the original Leases and the Service Contracts, and such other documents and instruments as shall may be necessary to transfer to Buyer all of Seller's right, enable a title and interest in and insurance company (acceptable to the Leases and the security deposits thereunder, together with tenant's portion of any interest earned thereon, if required by law, and the Service Contracts; (4Operating Partnership in its sole discretion) all Intangible Assets in Seller's possession, together with, to issue to the extent assignableOperating Partnership an owner's title insurance policy and such endorsements as the Operating Partnership may reasonably request, an assignment assigning, without representation, warranty or recourse, the Intangible Assets to Buyer; (5) the Rent Roll for the Premises, dated as of the date of Closing, certified by Seller as true, correct and complete; (6) notices insuring fee simple and/or leasehold title to all tenants, prepared by real property and in form and substance reasonably satisfactory to Buyer, instructing tenants to make improvements comprising all future rent payments to Buyer or its designee; (7) evidence reasonably satisfactory to Buyer of termination effective as of Closing of the property management agreement for the Property with NPI-CL Management L.P. (8) all licenses, permits, approvals and certificates required by local law to transfer the Premises to Buyer. Seller shall obtain such licenses, permits, approvals and certificates, but the cost to correct any violations or comply with any requirements necessary to obtain same shall be borne by Buyer and Seller in the same manner, in accordance with and as part of the provision Assets to the Operating Partnership as the Operating Partnership may designate, subject only to the Permitted Encumbrances (as defined in Section 2.1), all state and local transfer tax returns and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of Paragraph 10the Assignment or deed or other Asset transfer documents is required.

Documents to Be Delivered at Closing. At the Closing on the Closing Date: (a) At Closing, DELIVERIES BY SELLER. Seller will shall deliver to Buyer Purchaser the following, executed and if applicable, acknowledged and in recordable form, as appropriate: (1i) Duly executed bill xx bills of sale transferring to Purchaser all of the special warranty deed (Seller's Assets and all other personal property of every kind and description to be transferred to Purchaser hereunder. Such bill xx bills of sale shall warrant that all such property is free and clear of all Liens and otherwise in accordance with the only covenants being against grantors acts) to the Premisesthis Agreement; (2ii) the special warranty xxxx Certificates of sale for the Personal Property; (3) an assignment title or assignments, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, of the Leases and security deposits (together with tenant's portion of the interest earned thereon, if required by applicable law) as provided herein, and the Service Contracts together with the original Leases and the Service Contracts, and such other like documents and instruments as shall be necessary to transfer to Buyer all of Seller's rightmotor vehicles or other equipment included in Seller's Assets for which a certificate of title or origin is required in order to transfer title, title and interest in and duly assigned to the Leases and the security deposits thereunder, together with tenant's portion of any interest earned thereon, if required by law, and the Service ContractsPurchaser; (4iii) all Intangible Assets in Seller's possession, together with, A limited warranty deed conveying good and marketable title to the extent assignableReal Estate and warranting title to the Real Estate to be free and clear of all Liens created by, an assignment assigningthrough or under Seller, without representationexcept zoning ordinances, warranty or recourseif any, taxes and assessments, both general and special, which are a lien but are not then due and payable, conditions, easements and restrictions of record which do not materially interfere with the Intangible Assets present use to Buyerwhich the Real Estate is being put and any other matters approved in writing by Purchaser; (5iv) An assignment to Purchaser of Seller's interest in the Rent Roll for leases which are the Premises, dated as subject of the date of Closing, certified by Seller as true, correct and completeLeasehold Interests; (6v) notices to all tenants, prepared by and in form and substance reasonably satisfactory to Buyer, instructing tenants to make all future rent payments to Buyer or its designeeInstruments of transfer respecting the capital stock of the Subsidiary; (7vi) evidence reasonably satisfactory to Buyer Separate assignments, endorsements or other good and sufficient instruments of termination effective as transfer of Closing of the property management agreement for the Property with NPI-CL Management L.P. (8) all licensesany leases, franchises, contracts, insurance policies, permits, approvals and certificates required by local law to transfer the Premises to Buyer. Seller shall obtain such licenses, permitstrademarks, approvals trade names and certificates, but the cost other authorizations and rights to correct any violations or comply with any requirements necessary to obtain same shall be borne by Buyer and Seller in the same manner, conveyed hereunder in accordance with and as part the terms hereof; (vii) The opinion of counsel referred to in Section 7(e); (viii) A list of the provision Accounts Receivable including amounts owed and aging, debtor name and address and such other information as Purchaser reasonably may require; (ix) A current list of Paragraph 10Seller's employees by name, position, rate of compensation, date of hire and date of any increase since March 1, 1997 in rate of compensation or rate of commission; (x) An affidavit of Seller indemnifying and saving harmless Purchaser from the claims of any creditors of Seller and for any alleged non-compliance with applicable Bulk Sales laws; (xi) Certificates of good standing respecting Seller from the Secretaries of State of Ohio and South Carolina; (xii) Certified resolutions of the respective Boards of Directors and Shareholder authorizing and approving this transaction; (xiii) The certificate of amendment required by Section 16; (xiv) Uniform Commercial Code financing statement search request results from the Secretaries of State of Ohio, and South Carolina and from the Recorder of Cuyahoga County, Ohio and the Clerk of Court of Greenwood County, evidencing the absence of any liens against Seller's Assets; (xv) An affidavit to show that Seller is not subject to Section 1445 of the Internal Revenue Code and that Purchaser is not required to withhold any portion of the purchase price for payment to the Internal Revenue Service under such Section; (xvi) An incumbency certificate respecting Seller's officers and certified resolutions of Seller's Board of Directors authorizing and approving this transaction; (xvii) Physical possession of Seller's Assets; and (xviii) All other instruments not herein specifically provided for but which are reasonably necessary or desirable to effectuate the purpose of this Agreement.

Documents to Be Delivered at Closing. At the Initial Closing, each Contributor shall, directly or through the attorney-in-fact appointed pursuant to Article V hereof, execute, acknowledge where deemed desirable or necessary by the Operating Partnership, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the following: (a) At ClosingAn Assignment of Assets (the "Assignment"), Seller will deliver which assignment shall be in a form satisfactory to Buyer the followingOperating Partnership and shall either (i) reaffirm the accuracy of all representations and warranties and the satisfaction of all covenants made by such Contributor in Article II hereof or (ii) if such reaffirmation cannot be made, executed identify those representations, warranties and if applicablecovenants of Article II hereof (other than Section 2.5 hereof) with respect to which circumstances have changed, acknowledged represent that such Contributor has used all reasonable efforts within its control to prevent and remedy such breach, and reaffirm the accuracy of all other representations and warranties and the satisfaction of all other covenants made by such Contributor in recordable form, as appropriate:Article II hereof. (1b) the special warranty deed (All books and records, title insurance policies, leases, lease files, contracts, stock certificates, original promissory notes, and other indicia of ownership with the only covenants being against grantors acts) respect to the Premises;such Contributor's Interests which are in each Contributor's possession or which can be obtained through each Contributor's reasonable efforts. (2c) Any other documents reasonably requested by the special warranty xxxx of sale for Operating Partnership or reasonably necessary or desirable to assign, transfer and convey such Contributor's Interests and effectuate the Personal Property; (3) an assignment or assignmentstransactions contemplated hereby, including, without representationlimitations, warranty or recourse except deeds, assignments of ground leases and space leases (as otherwise specifically provided in this Agreementapplicable), of the Leases and security deposits (together with tenant's portion of the interest earned thereon, if required by applicable law) such documents as provided herein, and the Service Contracts together with the original Leases and the Service Contracts, and such other documents and instruments as shall may be necessary to transfer to Buyer all of Seller's right, enable a title and interest in and insurance company (acceptable to the Leases and the security deposits thereunder, together with tenant's portion of any interest earned thereon, if required by law, and the Service Contracts; (4Operating Partnership in its sole discretion) all Intangible Assets in Seller's possession, together with, to issue to the extent assignableOperating Partnership an owner's title insurance policy and such endorsements as the Operating Partnership may reasonably request, an assignment assigning, without representation, warranty or recourse, the Intangible Assets to Buyer; (5) the Rent Roll for the Premises, dated as of the date of Closing, certified by Seller as true, correct and complete; (6) notices insuring fee simple and/or leasehold title to all tenants, prepared by real property and in form and substance reasonably satisfactory to Buyer, instructing tenants to make improvements comprising all future rent payments to Buyer or its designee; (7) evidence reasonably satisfactory to Buyer of termination effective as of Closing of the property management agreement for the Property with NPI-CL Management L.P. (8) all licenses, permits, approvals and certificates required by local law to transfer the Premises to Buyer. Seller shall obtain such licenses, permits, approvals and certificates, but the cost to correct any violations or comply with any requirements necessary to obtain same shall be borne by Buyer and Seller in the same manner, in accordance with and as part of the provision Assets to the Operating Partnership as the Operating Partnership may designate, and any filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or the recording of Paragraph 10the Assignment is required.

Documents to Be Delivered at Closing. At the Initial Closing, each ------------------------------------ Contributor shall, directly or through the attorney-in-fact appointed pursuant to Article V hereof, execute, acknowledge, where deemed desirable or necessary by the Operating Partnership, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the following: (a) At ClosingAn Assignment of Interests (the "Assignment"), Seller will deliver which assignment ---------- shall be in a form satisfactory to Buyer the followingOperating Partnership, executed shall contain a warranty of title that such Contributor owns such Contributor's Interests free and if clear of all Encumbrances (as defined in Section 2.1 hereof), except, where applicable, acknowledged for the Permitted Encumbrances (as defined in Section 2.1 hereof) and shall either (i) reaffirm the accuracy of all representations and warranties and the satisfaction of all covenants made by such Contributor in recordable formArticle II hereof or (ii) if such reaffirmation cannot be made, as appropriate:identify those representations, warranties and covenants of Article II hereof (other than Section 2.5 hereof) with respect to which circumstances have changed, represent that such Contributor has used all reasonable efforts within its control to prevent and remedy such breach, and reaffirm the accuracy of all other representations and warranties and the satisfaction of all other covenants made by such Contributor in Article II hereof. (1b) Any other documents reasonably requested by the special warranty deed (with Operating Partnership or reasonably necessary or desirable to assign, transfer and convey such Contributor's Interests and effectuate the only covenants being against grantors acts) to the Premises; (2) the special warranty xxxx of sale for the Personal Property; (3) an assignment or assignmentstransactions contemplated hereby, including, without representationlimitations, warranty deeds, assignments of ground leases and space leases (as applicable), Xxx Xxxx Xxxx xxx Xxx Xxxx Xxxxx transfer tax and gains tax returns and any other filings with any applicable governmental jurisdiction in which the Operating Partnership is required to file its partnership documentation or recourse except as otherwise specifically provided in this Agreement, the recording of the Leases and security deposits (together with tenant's portion of the interest earned thereon, if required by applicable law) as provided herein, and the Service Contracts together with the original Leases and the Service Contracts, and such other documents and instruments as shall be necessary to transfer to Buyer all of Seller's right, title and interest in and to the Leases and the security deposits thereunder, together with tenant's portion of any interest earned thereon, if required by law, and the Service Contracts; (4) all Intangible Assets in Seller's possession, together with, to the extent assignable, an assignment assigning, without representation, warranty or recourse, the Intangible Assets to Buyer; (5) the Rent Roll for the Premises, dated as of the date of Closing, certified by Seller as true, correct and complete; (6) notices to all tenants, prepared by and in form and substance reasonably satisfactory to Buyer, instructing tenants to make all future rent payments to Buyer or its designee; (7) evidence reasonably satisfactory to Buyer of termination effective as of Closing of the property management agreement for the Property with NPI-CL Management L.P. (8) all licenses, permits, approvals and certificates required by local law to transfer the Premises to Buyer. Seller shall obtain such licenses, permits, approvals and certificates, but the cost to correct any violations or comply with any requirements necessary to obtain same shall be borne by Buyer and Seller in the same manner, in accordance with and as part of the provision of Paragraph 10Assignment is required.

Documents to Be Delivered at Closing. (a) At In addition to any other documents which may be required by the terms hereof at Closing, Seller will shall deliver to Buyer the following, executed and if which documents shall be prepared by Seller's attorney or the Title Company, as applicable, acknowledged and in recordable form, as appropriatesubject to review and approval by Xxxxx's attorney: (1i) the special warranty deed (with the only covenants being against grantors acts) Special Warranty Deed conveying fee simple title to the PremisesProperty subject to the Permitted Exceptions. (ii) A Restrictive Covenant and Deed Restriction in the form attached hereto as Exhibit B; (2iii) A Seller's Affidavit as required by Title Company to provide to Buyer an owners title insurance policy free of standard exceptions for liens and survey matters and subject only to the special warranty xxxx Permitted Exceptions. (iv) A sale closing statement. (v) Documents necessary to discharge any liens or other objectionable encumbrances on the Property which Seller has expressly agreed to discharge. (vi) Seller shall provide such evidence of sale good standing and authority for the Personal Property; (3) an assignment or assignments, without representation, warranty or recourse except as otherwise specifically provided in this Agreement, sale of the Leases and security deposits (together with tenant's portion of the interest earned thereon, if required by applicable law) as provided herein, and the Service Contracts together with the original Leases and the Service Contracts, and such other documents and instruments Property as shall be necessary required by Title Company. (vii) Seller shall deliver to transfer Buyer, copies of all licenses, permits, plats, plans, authorizations and approvals relating to Buyer the Property and issued by County or other applicable governmental authority, all soils, environmental, engineering and other physical conditions reports relating to the Property in Seller’s possession, and all engineering land development construction plans for the Property, without warranty or representation of any kind or nature, together with a non-exclusive assignment of Seller's ’s right, title and interest in and to the Leases and the security deposits thereunder, together with tenant's portion of any interest earned thereontherein, if required by lawany, and the Service Contracts; (4) all Intangible Assets in Seller's possession, together with, to the extent assignable, an assignment assigning, without representation, warranty or recourse, the Intangible Assets to Buyer; (5) the Rent Roll for the Premises, dated as of the date of Closing, certified by Seller as true, correct and complete; (6) notices to all tenants, prepared by and in form and substance reasonably satisfactory acceptable to Buyer, instructing tenants to make all future rent payments to . (viii) All other documentation as may be reasonably required by Buyer or its designee;Title Company to carry out the terms, covenants conditions, and intent of this Agreement. (7b) Buyer shall deliver to Title Company and/or Seller: (i) a sale closing statement; (ii) a real property transfer declaration; (iii) a Buyer's Affidavit as required by Title Company; (iv) evidence reasonably satisfactory to Buyer of termination effective as of Closing good standing and authority for the purchase of the property management agreement for the Property with NPI-CL Management L.P. (8) all licenses, permits, approvals and certificates as shall be required by local law Title Company; and (v) other documentation as may be reasonably required by Seller or Title Company to transfer carry out the Premises to Buyer. Seller shall obtain such licensesterms, permitscovenants, approvals conditions, and certificates, but the cost to correct any violations or comply with any requirements necessary to obtain same shall be borne by Buyer and Seller in the same manner, in accordance with and as part intent of the provision of Paragraph 10this Agreement.