JV Member’s Property Closing Deliveries. To effectuate the contribution of the 20% Ground Lease Interest, JV Member shall execute and deliver the following at the Property Closing: (1) the Ground Lease Assignment, (2) an certificate updating the representations and warranties of JV Member in Section 2.14(b) above in the form described in Section 8.4(o) of the Purchase Agreement, and (3) each of the other closing documents and deliveries listed in Section 8.4 of the Purchase Agreement as and to the extent applicable to the assignment of the 20% Ground Lease Interest (e.g., Xxxx of Sale, Assignment of Service Contracts, title affidavits, tax affidavits, other instruments reasonably requested by the Title Company, etc.). In addition, JV Member shall pay all transfer taxes, recording fees and charges necessary or required for the Ground Lease Assignment to be recorded pursuant to Section 8.6 of the Purchase Agreement, and if JV Member desires to claim the “mere change of identity” exemption described in said Section 8.6, the provisions of said Section 8.6 shall apply, including the indemnification in favor of the Company and Co-Managing Member as described therein. The purpose of this Section 3.01(d) and the intent of the Members is that the Company and the Co-Managing Member should be in the same position as they would, and the JV Member should have the same obligations and liabilities (including deliveries at the Property Closing), as it would as if JV Member were to assign one hundred percent (100%) of the leasehold estate under the Ground Lease pursuant to the Purchase Agreement and that the JV Member should have the same obligations as the Seller under the Purchase Agreement as to the 20% Ground Lease Interest; it being agreed, however, that the 20% Ground Lease Interest is being conveyed to Property Owner Subsidiary as a contribution pursuant to this Agreement as described herein and intended to qualify as a contribution to capital pursuant to Section 721 of the Internal Revenue Code of 1986, as amended. The Members to agree to report, and cause the Company to report, these transactions consistent with this intent for all tax purposes.
