Common use of IPO Closing Deliveries Clause in Contracts

IPO Closing Deliveries. At the IPO Closing, (a) the Closing Documents shall be delivered to the applicable parties, and the Closing shall be deemed to have occurred (if such Closing has not otherwise occurred immediately prior thereto), and (b) the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact, the legal documents and other items (collectively the “IPO Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith, which IPO Closing Documents and other items shall be the following: (i) The Registration Rights Agreement, substantially in the form attached hereto as Exhibit G (the “Registration Rights Agreement”); (ii) Lock-up Agreement, signed by or on behalf of Contributor and the Participants in Contributor, except to the extent that Contributor agrees not to distribute shares of Common Stock or OP Units to a Participant that has not executed a Lock-up Agreement, substantially in the form attached hereto as Exhibit H (“Lock-up Agreement”), and which shall have been executed and delivered concurrently with the execution and delivery of this Agreement; (iii) The Representation, Warranty and Indemnity Agreement and the Escrow Agreement; (iv) The Tax Protection Agreement; and (v) If requested by the Operating Partnership, a certified copy of all appropriate corporate or limited liability company resolutions or partnership actions, as applicable, authorizing the execution, delivery and performance by Contributor of this Agreement and any related documents and the documents listed in this Section 2.4.

IPO Closing Deliveries. At the IPO Closing, (ai) the Closing Documents shall be released from escrow and delivered to the applicable parties, and the Closing shall be deemed to have occurred (if such Closing has not otherwise occurred immediately prior thereto), and (bii) the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and or delivered through the Attorney-in-Fact, the legal documents and other items (collectively the “IPO Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith, which IPO Closing Documents and other items shall be include, without limitation, the following: (ia) The Registration Rights Agreement, signed by or on behalf of the Contributor, the Operating Partnership, certain other parties and the Company, substantially in the form attached hereto as Exhibit G F, which shall provide that (i) within fifteen (15) months of the IPO Closing, the Company shall register the resale of the REIT Shares issuable upon redemption of the Contributor’s OP Units in accordance with the OP Agreement, (ii) such registration shall be effectuated pursuant to a shelf registration statement (“SRS”), or through a prospectus supplement to an effective SRS, and the Company shall use its reasonable best efforts to effectuate such registration and to keep such registration statement and related prospectus or prospectus supplement continually effective, subject to any exceptions contained in the Registration Rights Agreement”, until all such REIT Shares may be freely sold without restriction pursuant to Rule 144 promulgated under the Securities Act (or any successor rule), including the filing of any replacement SRS and related prospectus or prospectus supplement upon the expiration of an earlier SRS, and (iii) the expenses of any registration (exclusive of underwriting discounts and commissions and/or stock transfer taxes relating to the sale or disposition of such REIT Shares by the selling holders and fees of counsel to the selling holders) will be borne by the Operating Partnership; (iib) Lock-up AgreementAgreements, signed by or on behalf of Contributor and the Participants in Contributor, except to the extent that Contributor agrees not to distribute shares of Common Stock or OP Units to a Participant that has not executed a each such Lock-up Agreement, to be substantially in the form attached hereto as Exhibit H (“Lock-up Agreement”)G, and which shall have been executed and delivered concurrently with the execution and delivery of this Agreement; (iiic) The RepresentationPledge Agreement, Warranty and Indemnity Agreement and signed by or on behalf of the Escrow Agreement; (iv) The Tax Protection AgreementContributor, substantially in the form attached hereto as Exhibit H; and (vd) If requested by the Operating Partnership, a certified copy of all appropriate corporate or limited liability company resolutions or partnership actions, as applicable, actions authorizing the execution, delivery and performance by the Contributor of this Agreement and Agreement, any related documents and the documents listed in this Section 2.4, certified by the secretary or another appropriate officer of the Contributor or Partnership.

IPO Closing Deliveries. At the IPO Closing, (a) the Closing Documents shall be delivered to the applicable parties, and the Closing shall be deemed to have occurred (if such Closing has not otherwise occurred immediately prior thereto), and (b) the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact, the legal documents and other items (collectively the “IPO Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith, which IPO Closing Documents and other items shall be the following: (i) The Registration Rights Agreement, substantially in the form attached hereto as Exhibit G C (the “Registration Rights Agreement”); (ii) Lock-up Agreement, signed by or on behalf of Contributor the Management Company and the Participants in Contributor, except to the extent that Contributor agrees not to distribute shares of Common Stock or OP Units to a Participant that has not executed a Lock-up AgreementEquity Holders, substantially in the form attached hereto as Exhibit H D (“Lock-up Agreement”), and which shall have been executed and delivered concurrently with the execution and delivery of this Agreement; (iii) The Representation, Warranty and Indemnity Agreement and the Escrow Agreement; (iv) The Tax Protection Agreement; (v) The Indemnification Agreements in the form attached hereto as Exhibit E in favor of each of the Persons to be indemnified under such Indemnification Agreements, and which shall have been executed and delivered concurrently with the execution and delivery of this Agreement; and (vvi) The release executed by Operating Partnership and the Company in favor of the employees and Affiliates of the Supervisor in the form attached hereto as Exhibit F; (vii) If requested by the Operating Partnership, a certified copy of all appropriate corporate or limited liability company resolutions or partnership actions, as applicable, actions authorizing the execution, delivery and performance by Contributor the Management Company of this Agreement and any related documents and the documents listed in this Section 2.4.

IPO Closing Deliveries. At the IPO Closing, (ai) the Closing Documents shall be released from escrow and delivered to the applicable parties, and the Closing shall be deemed to have occurred (if such Closing has not otherwise occurred immediately prior thereto), and (bii) the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact, the legal documents and other items (collectively the “IPO Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith, which IPO Closing Documents and other items shall be include, without limitation, the following: (ia) The Registration Rights Agreement, signed by or on behalf of each Nominee, certain other parties and the Company, substantially in the form attached hereto as Exhibit G (the “Registration Rights Agreement”)F; (iib) Lock-up AgreementAgreements, signed by or on behalf of Contributor and the Participants in Contributoreach Nominee, except to the extent that Contributor agrees not to distribute shares of Common Stock or OP Units to a Participant that has not executed a each such Lock-up Agreement, to be substantially in the form attached hereto as Exhibit H (“Lock-up Agreement”)G, and which shall have been executed and delivered concurrently with the execution and delivery of this Agreement; (iiic) The RepresentationPledge Agreement, Warranty and Indemnity Agreement and signed by or on behalf of each Nominee, substantially in the Escrow Agreement; (iv) The Tax Protection Agreementform attached hereto as Exhibit H; and (vd) If requested by the Operating Partnership, a certified copy of all appropriate corporate or limited liability company resolutions or partnership actions, as applicable, actions authorizing the execution, delivery and performance by the Contributor of this Agreement and Agreement, any related documents and the documents listed in this Section 2.4.

IPO Closing Deliveries. At the IPO Closing, (ai) the Closing Documents shall be released from escrow and delivered to the applicable parties, and the Closing shall be deemed to have occurred (if such Closing has not otherwise occurred immediately prior thereto), and (bii) the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and or delivered through the Attorney-in-Fact, the legal documents and other items (collectively the “IPO Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith, which IPO Closing Documents and other items shall be include, without limitation, the following: (ia) The Registration Rights Agreement, signed by or on behalf of the Contributor, the Operating Partnership, certain other parties and the Company, substantially in the form attached hereto as Exhibit G E, which shall provide that (i) within fifteen (15) months of the IPO Closing, the Company shall register the resale of the REIT Shares issuable upon redemption of the Contributor’s OP Units in accordance with the OP Agreement, (ii) such registration shall be effectuated pursuant to a shelf registration statement (“SRS”), or through a prospectus supplement to an effective SRS, and the Company shall use its reasonable best efforts to effectuate such registration and to keep such registration statement and related prospectus or prospectus supplement continually effective, subject to any exceptions contained in the Registration Rights Agreement”, until all such REIT Shares may be freely sold without restriction pursuant to Rule 144 promulgated under the Securities Act (or any successor rule), including the filing of any replacement SRS and related prospectus or prospectus supplement upon the expiration of an earlier SRS, and (iii) the expenses of any registration (exclusive of underwriting discounts and commissions and/or stock transfer taxes relating to the sale or disposition of such REIT Shares by the selling holders and fees of counsel to the selling holders) will be borne by the Operating Partnership; (iib) Lock-up AgreementAgreements, signed by or on behalf of Contributor and the Participants in Contributor, except to the extent that Contributor agrees not to distribute shares of Common Stock or OP Units to a Participant that has not executed a each such Lock-up Agreement, to be substantially in the form attached hereto as Exhibit H (“Lock-up Agreement”)F, and which shall have been executed and delivered concurrently with the execution and delivery of this Agreement; (iiic) The RepresentationPledge Agreement, Warranty and Indemnity Agreement and signed by or on behalf of the Escrow Agreement; (iv) The Tax Protection AgreementContributor, substantially in the form attached hereto as Exhibit G; and (vd) If requested by the Operating Partnership, a certified copy of all appropriate corporate or limited liability company resolutions or partnership actions, as applicable, actions authorizing the execution, delivery and performance by the Contributor of this Agreement and Agreement, any related documents and the documents listed in this Section 2.4, certified by the secretary or another appropriate officer of the Contributor or the Limited Liability Company.

IPO Closing Deliveries. At the IPO Closing, (ai) the Closing Documents shall be released from escrow and delivered to the applicable parties, and the Closing shall be deemed to have occurred (if such Closing has not otherwise occurred immediately prior thereto), and (bii) the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact, the legal documents and other items (collectively the “IPO Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith, which IPO Closing Documents and other items shall be include the following: (ia) The payment by the Operating Partnership and/or the Company to each applicable Contributor of an amount in cash, as determined on, and allocated to such Contributor as set forth in, Exhibit D, subject to any adjustments in accordance with the terms of this Agreement; (b) The Registration Rights Agreement, signed by or on behalf of each Contributor, certain other parties and the Company, substantially in the form attached hereto as Exhibit G (the “Registration Rights Agreement”)E; (ii) Lock-up Agreement, signed by or on behalf of Contributor and the Participants in Contributor, except to the extent that Contributor agrees not to distribute shares of Common Stock or OP Units to a Participant that has not executed a Lock-up Agreement, substantially in the form attached hereto as Exhibit H (“Lock-up Agreement”), and which shall have been executed and delivered concurrently with the execution and delivery of this Agreement; (iii) The Representation, Warranty and Indemnity Agreement and the Escrow Agreement; (iv) The Tax Protection Agreement; and (vc) If requested by the Operating Partnership, a certified copy of all appropriate corporate resolutions or partnership or limited liability company resolutions or partnership actions, as applicable, actions authorizing the execution, delivery and performance by Contributor the Contributors of this Agreement and Agreement, any related documents and the documents listed in this Section 2.47.3; (d) The payment to the applicable Contributors (or their designees) by or on behalf of the Operating Partnership of an amount equal to the outstanding principal balance plus accrued and unpaid interest through the Closing Date on the member loans listed on Schedule 7.3(d) (collectively, the “Member Loans”) in full satisfaction of such Member Loans; (e) Evidence reasonably satisfactory to the Operating Partnership (including UCC-3 termination statements) that all security interests granted in connection with the Member Loans have been released, discharged and terminated; (f) Evidence reasonably satisfactory to the Operating Partnership that all outstanding amounts with respect to the VT Loan have been repaid or are being repaid contemporaneously with the Closing; and (g) The payment of all cash amounts payable by the Operating Partnership with respect to the Reserves pursuant to Section 7.5(e).

IPO Closing Deliveries. At the IPO Closing, (ai) the Closing Documents shall be released from escrow and delivered to the applicable parties, and the Closing shall be deemed to have occurred (if such Closing has not otherwise occurred immediately prior thereto), and (bii) the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact, the legal documents and other items (collectively the “IPO Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith, which IPO Closing Documents and other items shall be include, without limitation, the following: (ia) The Registration Rights Agreement, signed by or on behalf of each Nominee, certain other parties and the Company, substantially in the form attached hereto as Exhibit G (the “Registration Rights Agreement”)F; (iib) Lock-up AgreementAgreements, signed by or on behalf of Contributor and the Participants in Contributoreach Nominee, except to the extent that Contributor agrees not to distribute shares of Common Stock or OP Units to a Participant that has not executed a each such Lock-up Agreement, to be substantially in the form attached hereto as Exhibit H (“Lock-up Agreement”)G, and which shall have been executed and delivered concurrently with the execution and delivery of this Agreement; (iiic) The RepresentationPledge Agreement, Warranty and Indemnity Agreement and signed by or on behalf of each Nominee, substantially in the Escrow Agreement; (iv) The Tax Protection Agreementform attached hereto as Exhibit H; and (vd) If requested by the Operating Partnership, a certified copy of all appropriate corporate or limited liability company resolutions or partnership actions, as applicable, actions authorizing the execution, delivery and performance by Contributor the Contributors of this Agreement and Agreement, any related documents and the documents listed in this Section 2.4.

IPO Closing Deliveries. At the IPO Closing, (ai) the Closing Documents shall be released from escrow and delivered to the applicable parties, and the Closing shall be deemed to have occurred (if such Closing has not otherwise occurred immediately prior thereto), and (bii) the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact, the legal documents and other items (collectively the “IPO Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith, which IPO Closing Documents and other items shall be include the following: (ia) The Registration Rights Agreementregistration rights agreement, signed by or on behalf of each Contributor, certain other parties and the Company, substantially in the form attached hereto as Exhibit G E (the “Registration Rights Agreement”); (iib) Lock-up Agreement, signed The payment to the Contributors (or their designees) by or on behalf of Contributor and the Participants in Contributor, except Operating Partnership of an amount equal to the extent that Contributor agrees not to distribute shares outstanding principal balance plus accrued and unpaid interest through the Closing Date on the member loans listed on Schedule 7.3(b) (collectively, the “Member Loans”) in full satisfaction of Common Stock or OP Units to a Participant that has not executed a Lock-up Agreement, substantially in the form attached hereto as Exhibit H (“Lock-up Agreement”), and which shall have been executed and delivered concurrently with the execution and delivery of this Agreementsuch Member Loans; (iiic) The Representation, Warranty Evidence reasonably satisfactory to the Operating Partnership (including UCC-3 termination statements) that all security interests granted in connection with the Member Loans have been released and Indemnity Agreement and the Escrow Agreementdischarged; (ivd) The Tax Protection Agreementpayment of all cash amounts payable by the Operating Partnership with respect to the prorations and adjustments pursuant to Section 7.5(e); and (ve) If requested by the Operating Partnership, a certified copy of all appropriate corporate resolutions or partnership or limited liability company resolutions or partnership actions, as applicable, actions authorizing the execution, delivery and performance by Contributor the Contributors of this Agreement and Agreement, any related documents and the documents listed in this Section 2.47.3.

IPO Closing Deliveries. At the IPO Closing, (a) the Closing Documents shall be delivered to the applicable parties, and the Closing shall be deemed to have occurred (if such Closing has not otherwise occurred immediately prior thereto), and (b) the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact, the legal documents and other items (collectively the “IPO Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith, which IPO Closing Documents and other items shall be the following: (i) The Registration Rights Agreement, substantially in the form attached hereto as Exhibit G (the “Registration Rights Agreement”)[Intentionally Omitted]; (ii) Lock-up Agreement, signed by or on behalf of Contributor and the Participants in Contributor, except to the extent that Contributor agrees not to distribute shares of Class A Common Stock or OP Units to a Participant that has not executed a Lock-up Agreement, substantially in the form attached hereto as Exhibit H G (“Lock-up Agreement”), and which shall have been executed and delivered concurrently with the execution and delivery of this Agreement; (iii) The Representation, Warranty and Indemnity Agreement and the Escrow Agreement; (iv) The Tax Protection Agreement; and (v) If requested by the Operating Partnership, a certified copy of all appropriate corporate or limited liability company resolutions or partnership actions, as applicable, authorizing the execution, delivery and performance by Contributor of this Agreement and any related documents and the documents listed in this Section 2.4.

IPO Closing Deliveries. At the IPO Closing, (ai) the Closing Documents shall be released from escrow and delivered to the applicable parties, and the Closing shall be deemed to have occurred (if such Closing has not otherwise occurred immediately prior thereto), and (bii) the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact, the legal documents and other items (collectively the “IPO Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith, which IPO Closing Documents and other items shall be include, without limitation, the following: (ia) The Registration Rights Agreement, signed by or on behalf of the Contributor and each Nominee, certain other parties and the Company, substantially in the form attached hereto as Exhibit G (the “Registration Rights Agreement”)F; (iib) Lock-up AgreementAgreements, signed by or on behalf of the Contributor and the Participants in Contributoreach Nominee, except to the extent that Contributor agrees not to distribute shares of Common Stock or OP Units to a Participant that has not executed a each such Lock-up Agreement, to be substantially in the form attached hereto as Exhibit H (“Lock-up Agreement”)G, and which shall have been executed and delivered concurrently with the execution and delivery of this Agreement; (iiic) The RepresentationPledge Agreement, Warranty and Indemnity Agreement and signed by or on behalf of the Escrow Agreement; (iv) The Tax Protection AgreementContributor, substantially in the form attached hereto as Exhibit H; and (vd) If requested by the Operating Partnership, a certified copy of all appropriate corporate or limited liability company resolutions or partnership actions, as applicable, actions authorizing the execution, delivery and performance by the Contributor of this Agreement and Agreement, any related documents and the documents listed in this Section 2.4.

IPO Closing Deliveries. At the IPO Closing, (ai) the Closing Documents shall be released from escrow and delivered to the applicable parties, and the Closing shall be deemed to have occurred (if such Closing has not otherwise occurred immediately prior thereto), and (bii) the parties shall make, execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered through the Attorney-in-Fact, the legal documents and other items (collectively the “IPO Closing Documents”) to which it is a party or for which it is otherwise responsible that are necessary to carry out the intention of this Agreement and the other transactions contemplated to take place in connection therewith, which IPO Closing Documents and other items shall be include, without limitation, the following: (ia) The Registration Rights Agreement, signed by or on behalf of each Contributor, certain other parties and the Company, substantially in the form attached hereto as Exhibit G (the “Registration Rights Agreement”)F; (iib) Lock-up AgreementAgreements, signed by or on behalf of Contributor and the Participants in each Contributor, except to the extent that Contributor agrees not to distribute shares of Common Stock or OP Units to a Participant that has not executed a each such Lock-up Agreement, to be substantially in the form attached hereto as Exhibit H (“Lock-up Agreement”)G, and which shall have been executed and delivered concurrently with the execution and delivery of this Agreement; (iiic) The RepresentationPledge Agreement, Warranty and Indemnity Agreement and signed by or on behalf of each Contributor, substantially in the Escrow Agreement; (iv) The Tax Protection Agreementform attached hereto as Exhibit H; and (vd) If requested by the Operating Partnership, a certified copy of all appropriate corporate or limited liability company resolutions or partnership actions, as applicable, actions authorizing the execution, delivery and performance by Contributor the Contributors of this Agreement and Agreement, any related documents and the documents listed in this Section 2.4.