Common use of Mutual Deliveries Clause in Contracts

Mutual Deliveries. At the Closing, Purchaser and Sellers shall (or shall cause its applicable Affiliates to) deliver the following to each other or the Title Company, as applicable, (provided that where delivery of documents, signatures or funds to the other Party is required, such delivery shall be deemed satisfied if such documents or funds are delivered to Title Company to be held in escrow, provided such items are released therefrom at Closing): (a) to the other Party, an assignment and assumption agreement substantially similar to the form attached as Exhibit H duly executed and acknowledged by each Seller and Purchaser, as applicable, (or Purchaser’s designee), pursuant to which Sellers shall transfer to Purchaser all of their right, title and interest in and Purchaser assumes all of the obligations (other than Excluded Liabilities) under the (i) Contracts, (ii) Leases, (iii) Ground Leases, (iv) Resident Agreements, (v) the transferable Permits, if any, relating to the Real Property, (vi) any Personal Property, (vii) any transferable Intangibles and (viii) the Assumed Liabilities; (b) to the Title Company, the Tax Returns and other documents as may be required under the laws and regulations related to the applicable real property transfer taxes, if any, and any other Tax laws applicable to the transactions contemplated hereby; (c) to the Title Company, to the extent required, such Party’s and its Affiliates’ organizational documents and resolutions evidencing its authority to close the transactions contemplated hereby; and (d) to the other Party, one or more settlement statements reflecting the Purchase Price and all adjustments and prorations to be made thereto at the Closing pursuant to this Agreement, as agreed to among the Parties.

Mutual Deliveries. At the Closing, Purchaser and Sellers Seller shall (mutually execute and deliver or shall cause its applicable Affiliates to) deliver the following to each other or the Title Company, as applicable, (provided that where delivery of documents, signatures or funds to the other Party is required, such delivery shall be deemed satisfied if such documents or funds are delivered to Title Company to be held in escrow, provided such items are released therefrom at Closing):delivered: 39148893v.18 (a) to the other Party, an assignment and assumption agreement substantially similar to the form attached as Exhibit H duly executed and acknowledged by each Seller and Purchaser, as applicable, (or Purchaser’s designee), pursuant to which Sellers shall transfer to Purchaser all of their right, title and interest in and Purchaser assumes all of the obligations (other than Excluded Liabilities) under the (i) Contracts, (ii) Leases, (iii) Ground Leases, (iv) Resident Agreements, (v) the transferable Permits, if any, relating to the Real Property, (vi) any Personal Property, (vii) any transferable Intangibles and (viii) the Assumed Liabilities; (b) to the Title Company, the Tax Returns and other documents as may be required under the laws and regulations related to the applicable real property transfer taxes, if any, and any other Tax laws applicable to the transactions contemplated hereby; (c) to the Title Company, to the extent required, such Party’s and its Affiliates’ organizational documents and resolutions evidencing its authority to close the transactions contemplated hereby; and (d) to the other Party, one or more settlement statements A closing statement reflecting the Purchase Price and all the adjustments and prorations required hereunder and the allocation of income and expenses required hereby. (b) Subject to the provisions of Section 8.6 hereof, such other documents, instruments and undertakings as may be made thereto at required by the liquor authorities of the State where the Property is located, or of any county or municipality or governmental entity having jurisdiction with respect to the transfer or issue of liquor licenses or alcoholic beverage licenses or permits for the Hotel, to the extent not theretofore executed and delivered. (c) The Assignment and Assumption of Management Agreement executed by Manager (the “Manager Deliverable”). (d) Such other and further documents, papers and instruments as may be reasonably required by the parties hereto or their respective counsel or the Title Company which are not inconsistent with this Agreement or the other Closing Documents. To the extent the delivery of any of the items in Sections 7.2, 7.3 or 7.4 of this Agreement are conditions precedent to the obligation of a party pursuant to Sections 5.1 or 5.2 of this Agreement, and the condition relating to any such item is not satisfied as agreed of Closing, but the party for whose benefit such unsatisfied condition is made elects, in its sole and absolute discretion, nonetheless, to among proceed to Closing, the Partiesdelivery of the item applicable to the unsatisfied condition shall not be required pursuant to the provisions of Section 7.2, 7.3 or 7.4 of this Agreement. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that in the event that the Manager Deliverable is not obtained by the Closing Date (a “Manager Failure”) and such Manager Failure is not due to Seller’s failure to comply with its obligations under the Management Agreement relating to a sale of the Property, the parties hereto acknowledge and agree that such Manager Failure shall in no event be deemed a Seller Default, whereby upon such Manager Failure either party may terminate this Agreement, the Deposit shall be promptly delivered to Seller, and the parties hereto shall be released of all further obligations hereunder with respect to the Property except those which expressly survive a termination of this Agreement.

Mutual Deliveries. At or prior to the Closing, Purchaser the applicable parties to the respective agreements and Sellers shall documents set forth in this subsection (a) shall, or shall cause its their applicable respective Affiliates to) deliver the following to each other or the Title Company, as applicable, (provided that where delivery of documents, signatures or funds to the other Party is required, such delivery shall be deemed satisfied if such documents or funds are delivered to Title Company to be held in escrow, provided such items are released therefrom at Closing):execute and deliver: (ai) to the other Party, an assignment and assumption agreement substantially similar to Joinder Agreement; (ii) the MH Brand License Agreement in the form attached hereto as Exhibit H duly executed and acknowledged by each Seller and Purchaser, as applicable, D (or Purchaser’s designeethe “MH Brand License Agreement”), pursuant to which Sellers shall transfer to Purchaser all of their right, title and interest in and Purchaser assumes all of the obligations (other than Excluded Liabilities) under the (i) Contracts, (ii) Leases, ; (iii) Ground Leases, the Limited Liability Company Agreement of the Company in the form attached hereto as Exhibit E (the “Company Operating Agreement”); (iv) Resident Agreements, the New Index License in the form attached hereto as Exhibit F (the “New Index License”); (v) the transferable Permits, if any, relating to MH Corporate Services SLA substantially in the Real Property, form attached hereto as Exhibit G (the “MH Corporate Services SLA”); (vi) any Personal Property, the CME Group Corporate Services SLA substantially in the form attached hereto as Exhibit H (the “CME Group Corporate Services SLA”); (vii) any transferable Intangibles and the Commercial Licensing Agreement substantially in the form attached hereto as Exhibit I (the “Commercial Licensing Agreement”); (viii) the Assumed LiabilitiesTrademark Security Agreement, in the form attached hereto as Exhibit J (the “Trademark Security Agreement”); (bix) to the Title CompanyU.S. Employee Lease, Transition and Ongoing Services Agreement substantially in the Tax Returns and other documents form attached hereto as may be required under Exhibit K (the laws and regulations related to the applicable real property transfer taxes, if any, and any other Tax laws applicable to the transactions contemplated hereby“Employee Lease Agreement”); (cx) the International Services Agreement substantially in the form attached hereto as Exhibit L; (xi) such deeds, bills of sale or contribution, endorsements, consents, certificates, assignments, assumptions and other good and sufficient documents or instruments as such parties and their respective counsel shall deem reasonably necessary or appropriate in connection with the actions referred to in this Article II (including the Title Company, to the extent required, such Party’s and its Affiliates’ organizational documents and resolutions evidencing its authority to close the transactions contemplated herebysale of CMA); and (dxii) a certificate in accordance with Treasury Regulations Section 1.1445-2(b)(2) to the other Partyeffect that each relevant Person is not a “foreign person” (provided that if any such Person cannot deliver such certification, one or more settlement statements reflecting the Purchase Price and all adjustments and prorations relevant party shall deliver a certificate to be made thereto at the Closing pursuant to effect that such Person is not transferring any “United States real property interests” within the meaning of Code Section 897 in connection with this Agreement, as agreed to among the Parties).

Mutual Deliveries. At the Closing, Purchaser Purchasers and Sellers shall (or shall cause its applicable Affiliates to) deliver the following to each other or the Title Company, as applicable, (provided that where delivery of documents, signatures or funds to the other Party is required, such delivery shall be deemed satisfied if such documents or funds are delivered to Title Company Escrow Agent to be held in escrow, provided such items are released therefrom at Closing): (a) to the other Party, an assignment and assumption agreement substantially similar to the form attached as Exhibit H duly executed and acknowledged by each Seller and Purchaser, as applicable, (or Purchaser’s designee), pursuant to which Sellers shall transfer to Purchaser all of their right, title and interest in and Purchaser assumes all of the obligations (other than Excluded Liabilities) under the (i) Contracts, (ii) Leases, (iii) Ground Leases, (iv) Resident Agreements, (v) the transferable Permits, if any, relating to the Real Property, (vi) any Personal Property, (vii) any transferable Intangibles and (viii) the Assumed Liabilities; (b) to the Title Company, the Tax Returns and other documents as may be required under the laws and regulations related to the applicable real property transfer taxes, if any, and any other Tax laws applicable to the transactions contemplated hereby; (cb) to the Title Company, to the extent required, such Party’s and its Affiliates’ organizational documents and resolutions evidencing its authority to close the transactions contemplated hereby; (c) to the Title Company, an affidavit of property value with respect to the deed for the Mountain Vista Facility in form reasonably required by the Title Company; (d) to the Title Company, a notice to purchaser pursuant to Section 49.452 of the Texas Water Code with respect to the deed for the Southeast Texas Facility in form reasonably required by the Title Company; (e) to the other Party, an assignment and assumption agreement in a form reasonably acceptable to the Parties hereto, duly executed and acknowledged by each Seller and Purchaser, as applicable, pursuant to which Sellers shall transfer to Purchasers all of their right, title and interest in and Purchasers assume all of the obligations under the Assigned Leases, with such obligations to be assumed by, and rights leased back to, the applicable Seller pursuant to the terms of the applicable Lease Agreement for the applicable Term (as defined in such Lease); and (df) to the other Party, a sublease agreement in a form reasonably acceptable to the Parties hereto, duly executed and acknowledged by each Seller and Purchaser, as applicable, pursuant to which Seller shall sublet to Purchaser all of their right, title and interest in and Purchaser shall sublet from Seller the Site and Improvements (as each such term is defined in the Lot 2 Lease and the Circle Drive Lease) demised to Seller under the Lot 2 Lease and the Circle Drive Lease (as each such term is defined in the Exhibit B hereof); and (g) to the other Party, one or more settlement statements reflecting the Purchase Price and all adjustments and prorations to be made thereto at the Closing pursuant to this Agreement, as agreed to among the Parties.