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

Documents to Be Delivered at Closing. At the Initial Closing, each ------------------------------------ Contributor shall execute, acknowledge where deemed necessary by the Operating Partnership, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the following: (a) An Assignment of Interests (the "Assignment"), which shall contain ---------- a warranty of title that such Contributor owns such Contributor's Interests free and clear of all Encumbrances (as defined in Section 2.1 hereof), except, where applicable, for the Permitted Encumbrances (as defined in Section 2.1 hereof) and shall either (i) reaffirm the accuracy of all representations and warranties in all material respects and the satisfaction of all covenants made by such Contributor in Article II hereof or (ii) if such reaffirmation cannot be made, 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. (b) Any other documents reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer and convey such Contributor's Interests and effectuate the transactions contemplated hereby, including, without limitation, deeds, assignments of ground leases and space leases (as applicable), 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 the recording of the Assignment is required.

Documents to Be Delivered at Closing. At the Initial or prior to Closing, each ------------------------------------ Contributor the following documents, certificates, opinions and agreements (the "Closing Documents"), in form and substance satisfactory to Prefco and Purchaser shall execute, acknowledge where deemed necessary be executed and/or delivered by the Operating Partnership, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the followingrespective parties thereto: (ai) An Assignment of Interests Special Warranty Deed to the Estate for Years in Land and fee simple in Improvements (in substantially the "Assignment"form attached hereto as Exhibit E-1 with respect to the parcels located in North Carolina and in substantially the form attached hereto as Exhibit E-2 with respect to the parcels located in Florida), which shall contain ---------- a warranty of title that such Contributor owns such Contributor's Interests free and clear of all Encumbrances Limited Warranty Deed to the Estate for Years in Land and fees simple in Improvements (in substantially the form attached hereto as defined Exhibit E-3 with respect to the parcels located in Section 2.1 hereofGeorgia), exceptunless the transaction is structured as an Equity Purchase, where applicable, for in which case the Permitted Encumbrances (as defined in Section 2.1 hereof) and foregoing shall either (i) reaffirm the accuracy of all representations and warranties in all material respects and the satisfaction of all covenants made by such Contributor in Article II hereof or not be required; (ii) if such reaffirmation canan Assignment and Assumption Agreement (in substantially the form attached hereto as Exhibit F), unless the transaction is restructured as an Equity Purchase, in which case the foregoing shall not be made, identify those representations, warranties required; (iii) appropriate resolutions and covenants consents of Article II hereof Prefco and/or the Partners (other than Section 2.5 hereof) with respect to which circumstances have changed, represent or evidence 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.consent is not required); (biv) Any other documents reasonably requested by Secretary's certificates and corporate resolutions of Purchaser and Prefco and/or the Operating Partnership or reasonably necessary or desirable to assignPartners; (v) Incumbency certificates of Prefco and/or the Partners and Purchaser; (vi) Good standing certificates of Prefco and/or the Partners and Purchaser; (vii) Transfer Tax Affidavits/Forms, transfer and convey such Contributor's Interests and effectuate if any, unless the transactions contemplated herebytransaction is restructured as an Equity Purchase, including, without limitation, deeds, assignments of ground leases and space leases (as applicable), transfer tax and gains tax returns and any other filings with any applicable governmental jurisdiction in which case the Operating Partnership is required to file its partnership documentation or the recording of the Assignment is foregoing shall not be required.;

Documents to Be Delivered at Closing. At the Initial or prior to Closing, each ------------------------------------ Contributor the following documents, certificates, opinions and agreements (the "Closing Documents"), in form and substance satisfactory to Seller, Renat, Dana and Purchaser shall execute, acknowledge where deemed necessary be executed and/or delivered by the Operating Partnership, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the followingrespectixx xarties thereto: (ai) An Assignment of Interests Special Warranty Deed to the Estate for Years in Land and fee simple in Improvements (in substantially the "Assignment"form attached hereto as Exhibit E-1 with respect to the parcels located in South Carolina; in substantially the form attached hereto as Exhibit E-2 with respect to the parcels located in Florida; in substantially the form attached hereto as Exhibit E-3 with respect to the parcels located in North Carolina; in substantially the form attached hereto as Exhibit E-4 with respect to the parcels located in Maryland; in substantially the form attached hereto as Exhibit E-5 with respect to the parcels located in Virginia; and in substantially the form attached hereto as Exhibit E-6 with respect to the parcels located in Washington, DC), which shall contain ---------- a warranty of title that such Contributor owns such Contributor's Interests free and clear of all Encumbrances Limited Warranty Deed to the Estate for Years in Land and fees simple in Improvements (in substantially the form attached hereto as defined Exhibit E-7 with respect to the parcels located in Section 2.1 hereofGeorgia), exceptunless the transaction is structured as an Interest Purchase or Share Purchase, where applicable, for in which case the Permitted Encumbrances (as defined in Section 2.1 hereof) and foregoing shall either (i) reaffirm the accuracy of all representations and warranties in all material respects and the satisfaction of all covenants made by such Contributor in Article II hereof or not be required; (ii) an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit F-1) (if such reaffirmation canthe transaction contemplated by this Agreement is an Asset Purchase), an Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit F-2) (if the transaction contemplated by this Agreement is an Interest Purchase); provided, however, that if the transaction contemplated by this Agreement is a Share Purchase, no Assignment and Assumption Agreement shall be required; (iii) Secretary's certificates and corporate resolutions of Purchaser and Seller; (iv) Incumbency certificates of Seller and Purchaser; (v) Good standing certificates of Seller and Purchaser; (vi) Transfer Tax Affidavits/Forms, if any, unless the transaction is restructured as an Interest Purchase or Share Purchase, in which case the foregoing shall not be made, 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. (b) Any other documents reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer and convey such Contributor's Interests and effectuate the transactions contemplated hereby, including, without limitation, deeds, assignments of ground leases and space leases (as applicable), 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 the recording of the Assignment is required.;

Documents to Be Delivered at Closing. At the Initial or prior to Closing, each ------------------------------------ Contributor the following documents, certificates, opinions and agreements (the “Closing Documents”), in form and substance satisfactory to Prefco and Purchaser shall execute, acknowledge where deemed necessary be executed and/or delivered by the Operating Partnership, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the followingrespective parties thereto: (ai) An Assignment of Interests Special Warranty Deed to the Estate for Years in Land and fee simple in Improvements (in substantially the "Assignment"form attached hereto as Exhibit E), unless the transaction is structured as an Equity Purchase, in which case the foregoing shall contain ---------- a warranty of title that such Contributor owns such Contributor's Interests free and clear of all Encumbrances (as defined in Section 2.1 hereof), except, where applicable, for the Permitted Encumbrances (as defined in Section 2.1 hereof) and shall either (i) reaffirm the accuracy of all representations and warranties in all material respects and the satisfaction of all covenants made by such Contributor in Article II hereof or not be required; (ii) if such reaffirmation canan Assignment and Assumption Agreement (in substantially the form attached hereto as Exhibit F), unless the transaction is restructured as an Equity Purchase, in which case the foregoing shall not be made, identify those representations, warranties required; (iii) appropriate resolutions and covenants consents of Article II hereof Prefco and/or Sole Member (other than Section 2.5 hereof) with respect to which circumstances have changed, represent or evidence 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.consent is not required); (biv) Any other documents reasonably requested by Secretary’s certificates and corporate resolutions of Purchaser and Prefco and/or Sole Member; (v) Incumbency certificates of Prefco and/or the Operating Partnership or reasonably necessary or desirable to assignSole Member and Purchaser; (vi) Good standing certificates of Prefco and/or the Sole Member and Purchaser; (vii) Transfer Tax Affidavits/Forms, transfer and convey such Contributor's Interests and effectuate if any, unless the transactions contemplated herebytransaction is restructured as an Equity Purchase, including, without limitation, deeds, assignments of ground leases and space leases (as applicable), transfer tax and gains tax returns and any other filings with any applicable governmental jurisdiction in which case the Operating Partnership is required to file its partnership documentation or the recording of the Assignment is foregoing shall not be required.;

Documents to Be Delivered at Closing. At the Initial or prior to Closing, each ------------------------------------ Contributor the following documents, certificates, opinions and agreements (the "Closing Documents"), in form and substance satisfactory to Prefco and Purchaser shall execute, acknowledge where deemed necessary be executed and/or delivered by the Operating Partnership, and deliver to the Closing Agent, in addition to any other documents mentioned elsewhere herein, the followingrespective parties thereto: (ai) An Assignment of Interests Special Warranty Deed to the Estate for Years in Land and fee simple in Improvements (in substantially the "Assignment"form attached hereto as Exhibit E), unless the transaction is structured as an Equity Purchase, in which case the foregoing shall contain ---------- a warranty of title that such Contributor owns such Contributor's Interests free and clear of all Encumbrances (as defined in Section 2.1 hereof), except, where applicable, for the Permitted Encumbrances (as defined in Section 2.1 hereof) and shall either (i) reaffirm the accuracy of all representations and warranties in all material respects and the satisfaction of all covenants made by such Contributor in Article II hereof or not be required; (ii) if such reaffirmation canan Assignment and Assumption Agreement (in substantially the form attached hereto as Exhibit F), unless the transaction is restructured as an Equity Purchase, in which case the foregoing shall not be made, identify those representations, warranties required; (iii) appropriate resolutions and covenants consents of Article II hereof Prefco and/or Sole Member (other than Section 2.5 hereof) with respect to which circumstances have changed, represent or evidence 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.consent is not required); (biv) Any other documents reasonably requested by Secretary's certificates and corporate resolutions of Purchaser and Prefco and/or Sole Member; (v) Incumbency certificates of Prefco and/or the Operating Partnership or reasonably necessary or desirable to assignSole Member and Purchaser; (vi) Good standing certificates of Prefco and/or the Sole Member and Purchaser; (vii) Transfer Tax Affidavits/Forms, transfer and convey such Contributor's Interests and effectuate if any, unless the transactions contemplated herebytransaction is restructured as an Equity Purchase, including, without limitation, deeds, assignments of ground leases and space leases (as applicable), transfer tax and gains tax returns and any other filings with any applicable governmental jurisdiction in which case the Operating Partnership is required to file its partnership documentation or the recording of the Assignment is foregoing shall not be required.;