Common use of Pre-Closing Deliveries Clause in Contracts

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B; (b) A tax protection agreement, in the form attached hereto as Exhibit H; (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates and/or other evidence of the transfer of OP Units to the Contributors and the subsequent transfer by each such Contributor of the OP Units to be sold by such Contributor to the Company as provided by Section 1.3; (e) An affidavit from each Contributor stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code; (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any Contributor or their affiliates which are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Interests free and clear of all Liens and effectuate the transactions contemplated hereby; (h) The Operating Partnership and the Company, on the one hand, and each Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and (i) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii) and 2.1(b)(vi) have occurred.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with the Title Company (in such capacity, the “Escrow Agent”) in a form reasonably approved by all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with the Escrow Agent, the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B, as applicable; (b) A tax protection agreement, in the form attached hereto as Exhibit HThe OP Agreement; (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates Certificates, and/or other evidence of the transfer of OP Units to the Contributors Contributor; (d) All books and records, title insurance policies, the subsequent transfer by Assumed Agreements, lease files, contracts, stock certificates, original promissory notes, and other indicia of ownership with respect to each such Contributor Partnership (and any subsidiary of the OP Units to Partnerships) that are in the possession of the Contributor or which can be sold by such Contributor to obtained through the Company as provided by Section 1.3Contributor’s reasonable efforts; (e) An affidavit from each the Contributor stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the CodeCode and a comparable affidavit satisfying New York and any other withholding requirements, in each case in form and substance acceptable to the Operating Partnership; (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any the Contributor or their affiliates which can be obtained through the Contributor’s reasonable efforts which are reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s the Partnership Interests or, if the Operating Partnership elects, the Properties, directly, free and clear of all Liens (subject to the Permitted Encumbrances if the Properties are transferred directly) and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, deeds (if transferred directly) with a warranty for any and all acts by, through and under the current owner of the Properties, assignments of ground leases, air space leases and space leases, bills of sale, general assignments, and 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 deeds or other Property Interests transfer documents is required; (g) A standard owner’s affidavit executed by the Contributor on behalf of each Partnership to the extent necessary to enable the Title Company to issue or to irrevocably commit to issue to each Partnership that owns a Property, effective as of the Closing, with respect to each Property, such endorsements to the currently held owner’s policy of title insurance for such Property as the Operating Partnership may reasonably request (including, without limitation, date-down, “Fairway” and co-insurance endorsements); (h) The Operating Partnership and the Company, on the one hand, and each the Contributor, on the other hand, shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by the Contributor) and the Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3; (i) The Operating Partnership and the Company, on the one hand, and the Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and; (ij) A standard affidavit(s) from the Contributor to the extent necessary to enable the Title Company to issue or to irrevocably commit to issue to the Operating Partnership, effective as of the Closing, with respect to the Partnership Interests, a UCC buyer’s policy of title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request, insuring that the Partnership Interests are being transferred free and clear of all Liens (collectively, the “UCC Policies”), if required by the underwriters in connection with the Public Offering; (k) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. ; and Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP the Escrow Agent binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP the Escrow Agent to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii2.1(a)(xi) and 2.1(b)(vi2.1(b)(vii) have occurred.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with the Title Company (in such capacity, the “Escrow Agent”) in a form reasonably approved by all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with Escrow Agent through the Attorney-in-Fact, the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following:following (it being understood that, notwithstanding anything to the contrary herein, the Contributor shall not have any obligation to cause any Nominee to execute or deliver any document under this Section 2.3 or Section 2.4 below, or to otherwise satisfy any obligation of any Nominee hereunder, all such obligations of the Nominees being governed by the Representation, Warranty and Indemnity Agreement): (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B; (b) A tax protection agreement, in The OP Agreement (it being understood that the form attached hereto as Exhibit HContributor shall not be a party thereto); (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates Certificates, Share Certificates, evidence of delivery of uncertificated shares of Common Stock by book-entry, and/or other evidence of the transfer of OP Units and/or shares of Common Stock to the Contributors applicable Nominees; (d) All books and records, title insurance policies, the subsequent transfer by each such Contributor Assumed Agreements, lease files, contracts, stock certificates, original promissory notes, and other indicia of ownership with respect to the Partnership (and any subsidiary of the OP Units to Partnership) that are in the possession of the Contributor or which can be sold by such obtained through the Contributor’s reasonable efforts (other than Excluded Assets, and it being understood that the Contributor to the Company as provided by Section 1.3may retain copies of any deliverables contemplated hereunder); (e) An affidavit from the Contributor and each Contributor Nominee stating, under penalty of perjury, the Contributor’s or Nominee’s United States Taxpayer Identification Number and that the Contributor or Nominee is not a foreign person pursuant to Section 1445(b)(2) of the CodeCode and a comparable affidavit satisfying California and any other withholding requirements; (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any the Contributor or their affiliates which can be obtained through the Contributor’s reasonable efforts and which are reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s the Partnership Interests or, if the Operating Partnership elects, the Property directly, free and clear of all Liens (subject to the Permitted Encumbrances if the Property is transferred directly) and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, grant deeds (if transferred directly), assignments of ground leases, air space leases and space leases, bills of sale, general assignments, and 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 deeds or other Property Interests transfer documents is required; (g) A standard owner’s affidavit executed by the Contributor on behalf of the Partnership (and not personally) to the extent necessary to enable the Title Company to issue or to irrevocably commit to issue to the Partnership, effective as of the Closing, with respect to the Property, either (i) an ALTA extended coverage owner’s policy of title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request (including, without limitation, non-imputation endorsements and deletion of creditors’ rights), or (ii) such endorsements to the currently held owner’s policy of title insurance for the Property as the Operating Partnership may reasonably request (including, without limitation, date-down, “Fairway” and co-insurance endorsements), in either event with coverage for the Property equal to the greater of (a) eighty percent (80%) of the value of the Property (as reasonably determined by the Operating Partnership) and (b) such percentage of the value of the Property (as reasonably determined by the Operating Partnership) as may be required by the Title Company to issue a co-insurance endorsement, and with a tie-in endorsement with respect to all Participating Properties located in any state for which such tie-in endorsements can be issued, and levels of reinsurance for the Property as reasonably acceptable to the Operating Partnership, insuring fee simple title to all real property and improvements comprising each the Property in the name of the Operating Partnership (or a subsidiary thereof, as the Operating Partnership may designate), subject only to the Permitted Encumbrances (the “Title Policy”); (h) The Operating Partnership and the Company, on the one hand, and each the Contributor, on the other hand, shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by the Contributor) and the Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3; (i) The Required Tenant Estoppels, and any other tenant estoppel certificates obtained by the Contributor; (j) The Operating Partnership and the Company, on the one hand, and the Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and; (ik) Any books, records, organizational documents and Secretary of State items that are in the possession of the Contributor or which can be obtained through the Contributor’s reasonable efforts, and an affidavit from the Contributor substantially in the form attached hereto as Exhibit I, in each case to the extent necessary to enable the Title Company to issue or to irrevocably commit to issue to the Operating Partnership, effective as of the Closing, with respect to the Partnership Interests, a UCC buyer’s policy of title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request, insuring that the Partnership Interests are being transferred free and clear of all Liens (the “UCC Policy”), if required by the underwriters in connection with the Public Offering; (l) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. ; (m) An assignment of Excluded Assets to achieve the distributions contemplated under Section 1.3; and (n) The Non-Exclusive Leasing and Project Coordination Agreement between Xxxxxx Street Associates, LLC and TMG Partners, substantially in the form attached hereto as Exhibit J. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP the Escrow Agent binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP the Escrow Agent to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii2.1(a)(xiii) and 2.1(b)(vi2.1(b)(ix) have occurred.

Pre-Closing Deliveries. On No later than three business days prior to the Pre-Closing Date, the parties shall makeCompany will provide to Parent: (a) a list setting forth the amount of the unpaid fees, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the legal documents expenses and other items (collectively similar amounts arising from the “provision of services prior to the Closing Documents”) that have been or are expected to which it is a party be incurred on or for which it is otherwise responsible that are necessary prior to carry out the intention Closing Date by the Company or any of its Subsidiaries, whether on behalf of the Company, any such Subsidiary or the Company Shareholders in connection with the preparation, negotiation and execution of this Agreement and the consummation of the Merger and the other transactions contemplated hereby (together with invoices therefor, wire transfer instructions for such Persons and an acknowledgement that such invoice represents a final xxxx for services provided by such Person to take place in connection therewith. Such executionand including the Closing), acknowledgment including the following (i) the fees and delivery into escrow disbursements of, or other similar amounts charged by counsel to the Company and/or the Parties of Interest, including those of Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, Xxxxxxxxxx & Muri LLP, and Xxxxx Xxxxxxx & Xxxxxxx LLP, (ii) the fees and expenses of, or other similar amounts charged by, any accountants (including PricewaterhouseCoopers LLP), agents, financial advisors (including Sonenshine Pastor Advisors LLC), consultants and experts employed by the Company or the Company Shareholders, (iii) the initial acceptance fee to be paid to the Escrow Agent on the Closing Date, and (iv) out-of-pocket expenses, if any, of the Closing Documents shall be Company or the Company Shareholders (the actual amount of any and all expenses set forth in this paragraph (a), including those expenses referred to herein in clauses (i) through (iv) above, are collectively referred to as the “Pre-Closing.” The Closing Documents Seller Expenses”); provided, however, that any unpaid fees and other items to expenses of the Company’s accountants incurred in connection with the audit contemplated by Section 6.8 shall not be delivered into escrow at the Pre-Closing shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit Bconsidered Seller Expenses; (b) A tax protection agreement, a statement with reasonable detail setting forth (i) the calculation of the aggregate amount (the “Incentive Unit Payment Amount”) payable to participants in the form attached hereto as Exhibit HCompany’s Incentive Unit Award Plan (the “Incentive Plan”) in connection with the consummation of the Merger, the termination of the Incentive Plan at the Effective Time and the redemption and cancellation of any awards outstanding thereunder, (ii) the name of each Person who is a participant in the Incentive Unit Award Plan, (iii) the specific amount (collectively, the “Incentive Payments”) allocable to each such Person, (iv) the amount of any withholding for taxes to be made in connection with each such Incentive Payment, (iv) with respect to each such Person, whether or not such Person has delivered a Participant Release, (v) with respect to each such Person, the amount to received by such Person on the Closing Date in accordance with Section 2.2(c)(i), and (vi) with respect to each such Person, such Person’s allocable portion of the Incentive Unit Holdback Amount; (c) The OP Agreement a statement with reasonable detail setting forth (i) the calculation of the aggregate amount (the “Phantom Stock Payment Amount”) payable to participants in the form attached hereto as Appendix CCompany’s Phantom Stock Plan for Senior Management Employees, Phantom Stock Plan for United States Managers and Key Headquarters Personnel and Phantom Stock Plan for International Managers (collectively, the Company’s phantom stock plans are the “Phantom Stock Plans”) in connection with the consummation of the Merger, the termination of the Phantom Stock Plans at the Effective Time and the redemption and cancellation of any awards outstanding thereunder, (ii) the name of each Person who is a participant in one or more of the Phantom Stock Plans, (iii) the specific amount (collectively, the “Phantom Stock Payments”) allocable to each such Person, (iv) the amount of any withholding for taxes to be made in connection with each such Phantom Stock Payment, (v) each such Person’s Allocable Portion of the Escrow Amount, (vi) with respect to each such Person, whether or not such Person has delivered a Participant Release, (vii) with respect to each such Person, the amount to be received by such Person on the Closing Date in accordance with Section 2.2(c)(ii), and (viii) with respect to each such Person, such Person’s allocable portion of the Phantom Stock Holdback Amount; (d) The Amendmenta schedule, OP Unit Certificates and/or other evidence to be attached as Schedule I hereto, setting forth the following information with respect to each Company Shareholder: (a) such Person’s Allocable Portion of the transfer of OP Units to the Contributors and the subsequent transfer by each Merger Consideration; (b) such Contributor Person’s Allocable Portion of the OP Units Escrow Amount; (c) the aggregate principal amount of the Promissory Note to be sold by delivered to such Contributor to Person on the Company as provided by Closing Date in accordance with Section 1.3;2.2(c)(iv), and (d) the mailing address of such Person; and (e) An affidavit from a schedule, to be attached as Schedule II hereto, setting forth the following information with respect to each Contributor stating, under penalty Subject Party of perjury, the ContributorInterest: (a) such Person’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) Allocable Portion of the Code; (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any Contributor or their affiliates which are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Interests free and clear of all Liens and effectuate the transactions contemplated hereby; (h) The Operating Partnership and the Company, on the one handSupplemental Indemnity Amount, and each Contributor, on (b) the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and in this Agreement as mailing address of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and (i) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii) and 2.1(b)(vi) have occurredPerson.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with the Title Company (in such capacity, the “Escrow Agent”) in a form reasonably approved by all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with Escrow Agent through the Attorney-in-Fact, the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B; (b) A tax protection agreement, in the form attached hereto as Exhibit HThe OP Agreement; (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates and/or other evidence of the transfer of OP Units to the Contributors Contributors; (d) All books and records, title insurance policies, the subsequent transfer by Assumed Agreements, lease files, contracts, stock certificates, original promissory notes, and other indicia of ownership with respect to each such Contributor Partnership (and any subsidiary of the OP Units to Partnerships) that are in the possession of either Contributor or which can be sold by obtained through such Contributor to the Company as provided by Section 1.3Contributor’s reasonable efforts; (e) An affidavit from each Contributor stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the CodeCode and a comparable affidavit satisfying California and any other withholding requirements; (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any either Contributor or their affiliates which can be obtained through either Contributor’s reasonable efforts which are reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Interests or, if the Operating Partnership elects, the Properties directly, free and clear of all Liens (subject to the Permitted Encumbrances if the Properties are transferred directly) and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, grant deeds (if transferred directly), assignments of ground leases, air space leases and space leases, bills of sale, general assignments, and 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 deeds or other Property Interests transfer documents is required; (g) A standard owner’s affidavit executed by the Contributors on behalf of each Partnership to the extent necessary to enable the Title Company to issue or to irrevocably commit to issue to each Partnership that owns or ground leases a Property, effective as of the Closing, with respect to each Property, either (i) an ALTA extended coverage owner’s or leasehold policy of title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request (including, without limitation, non-imputation endorsements and deletion of creditors’ rights), or (ii) such endorsements to the currently held owner’s or leasehold policy of title insurance for such Property as the Operating Partnership may reasonably request (including, without limitation, date-down, “Fairway” and co-insurance endorsements), in either event with coverage for each Property equal to the greater of (a) eighty percent (80%) of the value of the Property or applicable leasehold estate (as reasonably determined by the Operating Partnership) and (b) such percentage of the value of the Property or applicable leasehold estate (as reasonably determined by the Operating Partnership) as may be required by the Title Company to issue a co-insurance endorsement , and with a tie-in endorsement with respect to all Participating Properties located in any state for which such tie-in endorsements can be issued, and levels of reinsurance for the Properties as reasonably acceptable to the Operating Partnership, insuring fee simple and/or leasehold title (as applicable) to all real property and improvements comprising each such Property in the name of the Operating Partnership (or a subsidiary thereof, as the Operating Partnership may designate), subject only to the Permitted Encumbrances (collectively, the “Title Policies”). (h) The Operating Partnership and the Company, on the one hand, and each Contributor, on the other hand, shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by either Contributor) and each Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3; (i) The Required Tenant Estoppels and the Required Ground Lease Estoppels, and any other tenant estoppel certificates obtained by the Contributor; (j) The Operating Partnership and the Company, on the one hand, and each Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and; (ik) Any books, records, organizational documents and Secretary of State items that are in the possession of either Contributor or which can be obtained through such Contributor’s reasonable efforts, and a standard affidavit(s) from each Contributor, in each case to the extent necessary to enable the Title Company to issue or to irrevocably commit to issue to the Operating Partnership, effective as of the Closing, with respect to each Contributor’s Partnership Interests, a UCC buyer’s policy of title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request, insuring that such Partnership Interests are being transferred free and clear of all Liens (collectively, the “UCC Policies”), if required by the underwriters in connection with the Public Offering; (l) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party; and (m) An assignment of Excluded Assets to achieve the distributions contemplated under Section 1.3. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP the Escrow Agent binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP the Escrow Agent to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii2.1(a)(xiii) and 2.1(b)(vi2.1(b)(ix) have occurred.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with an escrow agent designated by the Operating Partnership (in such capacity, the “Escrow Agent”) in a form reasonably satisfactory to all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with Escrow Agent through the Attorney-in-Fact, the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, include the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit BC; (b) A tax protection agreementThe Share Certificates or evidence of delivery of uncertificated Common Shares by book-entry and/or other evidence of the transfer of Common Shares to the Contributors; (c) All books and records, title insurance policies, the Assumed Agreements, lease files, contracts, share certificates, original promissory notes, and other indicia of ownership with respect to each Participating Company (and any subsidiary of the Participating Companies) that are in the possession of any Contributor or which can be obtained through such Contributor’s reasonable efforts; (d) An affidavit from each Contributor substantially in the form attached hereto as Exhibit H; (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates and/or other evidence of the transfer of OP Units to the Contributors and the subsequent transfer by each such Contributor of the OP Units to be sold by such Contributor to the Company as provided by Section 1.3I; (e) An affidavit from each Contributor stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code; (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any Contributor or their affiliates which can be obtained through any Contributor’s reasonable efforts which are reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Interests free and clear of all Liens and effectuate the transactions contemplated herebyCompany Interests; (hf) The Operating Partnership and the Company, on the one hand, and each Contributor, on the other hand, shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by any Contributor) and each Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 7.2; (g) The Operating Partnership and the Company, on the one hand, and each Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and contained in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); (h) A written acknowledgement by the applicable Contributors, in form and substance reasonably acceptable to the Operating Partnership, that (i) the Member Loans have been paid in full upon receipt of the cash amount specified in Section 7.3(b) below, (ii) no other loans in respect of the Company Interests (or any interests in any subsidiaries of any Participating Company) are outstanding or payable by the Operating Partnership or any affiliate thereof to any Contributor or any affiliate thereof, and (iii) upon the payment of the cash amount specified in Section 7.3(b) below, all security interests granted in connection with the Member Loans will be forever released and discharged; (i) Written resignations from all representatives appointed by any Contributor to the executive committee of any Participating Company effective as of the Closing; and (ij) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP the Escrow Agent binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP the Escrow Agent to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii6.1(j) and 2.1(b)(vi6.2(f) have occurred.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with an escrow agent designated by the Operating Partnership (in such capacity, the “Escrow Agent”) in a form reasonably satisfactory to all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with Escrow Agent through the Attorney-in-Fact, the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, include the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit BC; (b) A tax protection agreementThe Share Certificates or evidence of delivery of uncertificated Common Shares by book-entry and/or other evidence of the transfer of Common Shares to the Contributor; (c) All books and records, title insurance policies, the Assumed Agreements, lease files, contracts, share certificates, original promissory notes, and other indicia of ownership with respect to each Participating Company (and any subsidiary of the Participating Companies) that are in the possession of the Contributor or which can be obtained through the Contributor’s reasonable efforts; (d) An affidavit from the Contributor substantially in the form attached hereto as Exhibit H; (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates and/or other evidence of the transfer of OP Units to the Contributors and the subsequent transfer by each such Contributor of the OP Units to be sold by such Contributor to the Company as provided by Section 1.3; (e) An affidavit from each Contributor stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code; (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any the Contributor or their affiliates which can be obtained through the Contributor’s reasonable efforts which are reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each the Contributor’s Partnership Company Interests free and clear of all Liens and effectuate the transactions contemplated hereby; (hf) The Operating Partnership and the Company, on the one hand, and each the Contributor, on the other hand, shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by the Contributor) and the Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 7.2; (g) The Operating Partnership and the Company, on the one hand, and the Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and contained in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); (h) The FA Two Liberty Place, LLP Amended Partnership Agreement; and (i) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP the Escrow Agent binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP the Escrow Agent to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii6.1(j) and 2.1(b)(vi6.2(f) have occurred.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with the Title Company (in such capacity, the “Escrow Agent”) in a form reasonably approved by all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with Escrow Agent through the Attorney-in-Fact, the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B; (b) A tax protection agreement, in the form attached hereto as Exhibit HThe OP Agreement; (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates, Series A Preferred OP Unit Certificates and/or other evidence of the transfer of OP Units to the Contributors and the subsequent transfer by each such Contributor of the Series A Preferred OP Units to the Contributor and/or Nominees; (d) All books and records, title insurance policies, the Assumed Agreements, lease files, contracts, stock certificates, original promissory notes, and other indicia of ownership with respect to each Partnership (and any subsidiary of the Partnerships) that are in the possession of the Contributor or Glenborough GP or which can be sold by such Contributor to obtained through the Company as provided by Section 1.3Contributor’s or Glenborough GP’s reasonable efforts; (e) An affidavit from the Contributor and each Contributor Nominee stating, under penalty of perjury, the Contributor’s or Nominee’s United States Taxpayer Identification Number and that the Contributor or such Nominee is not a foreign person pursuant to Section 1445(b)(2) of the CodeCode and a comparable affidavit satisfying California and any other withholding requirements; (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any the Contributor or their affiliates Glenborough GP or which can be obtained through the Contributor’s or Glenborough GP’s reasonable efforts which are reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s the Partnership Interests or, if the Operating Partnership elects, the Properties directly, free and clear of all Liens (subject to the Permitted Encumbrances if the Properties are transferred directly) and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, grant deeds (if transferred directly), assignments of ground leases, air space leases and space leases, bills of sale, general assignments, and 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 deeds or other Property Interests transfer documents is required; (g) A standard owner’s affidavit executed by the Contributor on behalf of each Partnership to the extent necessary to enable the Title Company to issue or to irrevocably commit to issue to each Partnership that owns a Property, effective as of the Closing, with respect to each Property, either (i) an ALTA extended coverage owner’s policy of title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request (including, without limitation, non-imputation endorsements and deletion of creditors’ rights), or (ii) such endorsements to the currently held owner’s policy of title insurance for such Property as the Operating Partnership may reasonably request (including, without limitation, date-down, “Fairway” and co-insurance endorsements), in either event with coverage for each Property equal to the greater of (a) eighty percent (80%) of the value of the Property (as reasonably determined by the Operating Partnership) and (b) such percentage of the value of the Property (as reasonably determined by the Operating Partnership) as may be required by the Title Company to issue a co-insurance endorsement, and with a tie-in endorsement with respect to all Participating Properties located in any state for which such tie-in endorsements can be issued, and levels of reinsurance for the Properties as reasonably acceptable to the Operating Partnership, insuring fee simple title to all real property and improvements comprising each such Property in the name of the Operating Partnership (or a subsidiary thereof, as the Operating Partnership may designate), subject only to the Permitted Encumbrances (collectively, the “Title Policies”). (h) The Operating Partnership and the Company, on the one hand, and the Contributor and Glenborough GP, on the other hand, shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by the Contributor) and the Contributor and Glenborough GP (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3; (i) The Required Tenant Estoppels, and any other tenant estoppel certificates obtained by the Contributor; (j) A Tax Protection Agreement substantially in the form attached hereto as Exhibit J with respect to each Nominee and the Contributor; (k) A Debt Guarantee Agreement substantially in the form attached to the Tax Protection Agreement as Annex D-1 or Annex D-2, as applicable, with respect to each applicable Nominee; (l) The Operating Partnership and the Company, on the one hand, and the Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and; (im) A standard affidavit(s) from the Contributor to the extent necessary to enable the Title Company to issue or to irrevocably commit to issue to the Operating Partnership, effective as of the Closing, with respect to the Partnership Interests, a UCC buyer’s policy of title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request, insuring that the Partnership Interests are being transferred free and clear of all Liens (collectively, the “UCC Policies”), if required by the underwriters in connection with the Public Offering; (n) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party; and (o) An assignment of Excluded Assets to achieve the distributions contemplated under Section 1.3. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP the Escrow Agent binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP the Escrow Agent to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii2.1(a)(xi) and 2.1(b)(vi) have occurred.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with the Title Company (in such capacity, the “Escrow Agent”) in a form reasonably approved by all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with Escrow Agent through the Attorney-in-Fact, the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following:following (it being understood that, notwithstanding anything to the contrary herein, the Contributors shall not have any obligation to cause any Nominee to execute or deliver any document under this Section 2.3 or Section 2.4 below, or to otherwise satisfy any obligation of any Nominee hereunder, all such obligations of the Nominees being governed by the Representation, Warranty and Indemnity Agreement): (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B; (b) A tax protection agreement, in The OP Agreement (it being understood that the form attached hereto as Exhibit HContributor shall not be a party thereto); (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates Certificates, Share Certificates, evidence of delivery of uncertificated shares of Common Stock by book-entry and/or other evidence of the transfer of OP Units and/or shares of Common Stock to the Contributors and the subsequent transfer by each such Contributor of the OP Units to be sold by such Contributor to the Company as provided by Section 1.3applicable Nominees; (e) An affidavit from each Contributor stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code; (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any Contributor or their affiliates which are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Interests free and clear of all Liens and effectuate the transactions contemplated hereby; (h) The Operating Partnership and the Company, on the one hand, and each Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and (i) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii) and 2.1(b)(vi) have occurred.

Pre-Closing Deliveries. On or before the Pre-Closing Date, the parties shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with Escrow Agent through the Attorney-in-Fact (as defined in Section 4.3 below), the legal documents and other items (collectively the “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 Contribution Agreement and the other transactions contemplated to take place in connection therewith. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit BOP Agreement; (b) A tax protection agreement, in the form attached hereto as Exhibit H; (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates, Series A Preferred OP Unit Certificates and/or other evidence of the transfer of OP Units to the Contributors and the subsequent transfer by each such Contributor of the and/or Series A Preferred OP Units to be sold by such Contributor to the Company as provided by Section 1.3Nominees; (ec) An affidavit from each Contributor Nominee stating, under penalty of perjury, the Contributorsuch Nominee’s United States Taxpayer Identification Number and that the Contributor such Nominee is not a foreign person pursuant to Section 1445(b)(2) of the CodeCode and a comparable affidavit satisfying California and any other withholding requirements; (fd) An IRS Form W-9 from A Tax Protection Agreement substantially in the form attached hereto as Exhibit J to the Contribution Agreement with respect to each ContributorNominee; (ge) Any other documents that are A Debt Guarantee Agreement substantially in the possession of any Contributor form attached to the Tax Protection Agreement as Annex D-1 or their affiliates which are reasonably necessary or desirable Annex D-2, as applicable, with respect to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Interests free and clear of all Liens and effectuate the transactions contemplated hereby;applicable Nominee; and (hf) The Operating Partnership and the Company, on the one hand, and each ContributorNominee, on the other hand, shall provide to the other a certification regarding certified copy of all appropriate corporate resolutions or partnership or limited liability company actions (if applicable) authorizing the accuracy in all material respects execution, delivery and performance by the Operating Partnership and the Company (if so requested by a Nominee) and each Nominee (if so requested by the Operating Partnership or the Company) of each of their respective representations this Agreement, and warranties herein any related documents and the documents listed in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and (i) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii) and 2.1(b)(vi) have occurredSection 4.1.

Pre-Closing Deliveries. On or before the Pre-Closing Date, the parties shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with Escrow Agent through the Attorney-in-Fact, the legal documents and other items (collectively the “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 Contribution Agreement and the other transactions contemplated to take place in connection therewith. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit BOP Agreement; (b) A tax protection agreement, in the form attached hereto as Exhibit H; (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates Certificates, Share Certificates, evidence of delivery of uncertificated shares of Common Stock by book-entry, and/or other evidence of the transfer of OP Units and/or shares of Common Stock to the Contributors and the subsequent transfer by each such Contributor of the OP Units to be sold by such Contributor to the Company as provided by Section 1.3applicable Nominees; (ec) An affidavit from each Contributor Nominee stating, under penalty of perjury, the Contributorsuch Nominee’s United States Taxpayer Identification Number and that the Contributor such Nominee is not a foreign person pursuant to Section 1445(b)(2) of the Code;Code and a comparable affidavit satisfying California and any other withholding requirements; and (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any Contributor or their affiliates which are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Interests free and clear of all Liens and effectuate the transactions contemplated hereby; (hd) The Operating Partnership and the Company, on the one hand, and each ContributorNominee, on the other hand, shall provide to the other a certification regarding certified copy of all appropriate corporate resolutions or partnership or limited liability company actions (if applicable) authorizing the accuracy in all material respects execution, delivery and performance by the Operating Partnership and the Company (if so requested by a Nominee) and each Nominee (if so requested by the Operating Partnership or the Company) of each of their respective representations this Agreement, and warranties herein any related documents and the documents listed in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and (i) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii) and 2.1(b)(vi) have occurredSection 4.1.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with an escrow agent designated by the Operating Partnership (the “Escrow Agent”) in a form reasonably satisfactory to all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with Escrow Agent through the Attorney-in-Fact, the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, include the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit BC; (b) A tax protection agreement, in The Share Certificates or evidence of delivery of uncertificated Common Shares by book-entry and/or other evidence of the form attached hereto as Exhibit Htransfer of Common Shares to the applicable Contributors; (c) The OP Agreement in the form attached hereto as Appendix CAgreement; (d) The Amendment, Amendment or the OP Unit Certificates and/or other evidence of the transfer of the OP Units to the Contributors and the subsequent transfer by each such Contributor of the OP Units to be sold by such Contributor to the Company as provided by Section 1.3applicable Contributors; (e) All books and records, title insurance policies, the Assumed Agreements, lease files, contracts, share certificates, original promissory notes, and other indicia of ownership with respect to each Participating Company (and any subsidiary of the Participating Companies) that are in the possession of any Contributor or which can be obtained through such Contributor’s reasonable efforts; (f) An affidavit from each Contributor stating, under penalty of perjury, substantially in the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code; (f) An IRS Form W-9 from each Contributorform attached hereto as Exhibit I; (g) Any other documents that are in the possession of any Contributor or their affiliates which can be obtained through any Contributor’s reasonable efforts which are reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Company Interests free and clear of all Liens and effectuate the transactions contemplated hereby; (h) The Operating Partnership and the Company, on the one hand, and each Contributor, on the other hand, shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by any Contributor) and each Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 7.2; (i) The Operating Partnership and the Company, on the one hand, and each Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and contained in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and (j) All documents required to be executed by the Indemnitors under the Eola Indemnification Agreement; (k) A written acknowledgement by the applicable Contributors, in form and substance reasonably acceptable to the Operating Partnership, that (i) the Member Loans have been paid in full upon receipt of the cash amount specified in Section 7.3(b) below, (ii) no other loans in respect of the Company Interests (or any interests in any subsidiaries of any Participating Company) are outstanding or payable by the Operating Partnership or any affiliate thereof to any Contributor or any affiliate thereof, and (iii) upon the payment of the cash amount specified in Section 7.3(b) below, all security interests granted in connection with the Member Loans will be forever released and discharged; and (l) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP the Escrow Agent binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP the Escrow Agent to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii6.1(j) and 2.1(b)(vi6.2(f) have occurred.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with an escrow agent designated by the Operating Partnership (in such capacity, the “Escrow Agent”) in a form reasonably satisfactory to all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with Escrow Agent through the Attorney-in-Fact, the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, include the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit BCertificate of Merger; (b) A tax protection agreement, in the form attached hereto as Exhibit HThe OP Agreement; (c) The OP Agreement in Amendment or the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates and/or other evidence of the transfer of OP Units to the Contributors holders of Eola Memership Interests (or their designees); (d) All books and the subsequent transfer by each such Contributor records, title insurance policies, lease files, contracts, stock certificates, original promissory notes, and other indicia of the OP Units ownership with respect to be sold by such Contributor to the Company as provided by Section 1.3Eola Capital; (e) An affidavit from each Contributor stating, under penalty of perjury, Eola Capital substantially in the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Codeform attached hereto as Exhibit E; (f) An IRS Form W-9 from each ContributorAll documents required to be delivered by the “Indemnitors” under the Indemnity Agreement; (g) Any other documents that are The representation letter referred to in the possession of any Contributor or their affiliates which are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Interests free and clear of all Liens and effectuate the transactions contemplated herebySection 6.1(g); (h) The Operating Partnership Partnership, MergerSub and the Company, on the one hand, and each ContributorEola Capital, on the other hand, shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership, MergerSub and the Company (if so requested by Eola Capital) and Eola Capital (if so requested by the Operating Partnership, MergerSub or the Company) of this Agreement, any related documents and the documents listed in this Section 7.2; and (i) The Operating Partnership, MergerSub and the Company, on the one hand, and Eola Capital, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and contained in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and (i) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP the Escrow Agent binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP the Escrow Agent to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii6.1(j) and 2.1(b)(vi6.2(f) have occurred.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with an escrow agent designated by the Company (in such capacity, the “Escrow Agent”) in a form reasonably satisfactory to all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with Escrow Agent through the Attorney-in-Fact, the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, include the following: (a) The Contribution Certificates of Merger; (b) The Share Certificates or evidence of delivery of uncertificated Common Shares by book-entry and/or other evidence of the transfer of Common Shares to the Persons holding Eola Membership Interests (or their designees); (c) All books and Assumption Agreement records, title insurance policies, lease files, contracts, stock certificates, original promissory notes, and other indicia of ownership with respect to Eola Office; (d) An affidavit from Eola Capital substantially in the form attached hereto as Exhibit B; (b) A tax protection agreement, in the form attached hereto as Exhibit H; (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates and/or other evidence of the transfer of OP Units to the Contributors and the subsequent transfer by each such Contributor of the OP Units to be sold by such Contributor to the Company as provided by Section 1.3; (e) An affidavit from each Contributor stating, All documents required to be delivered by the “Indemnitors” under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the CodeIndemnity Agreement; (f) An IRS Form W-9 from each ContributorThe documentation referred to in Section 6.1(g); (g) Any other documents that are The representation letters referred to in the possession of any Contributor or their affiliates which are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Interests free and clear of all Liens and effectuate the transactions contemplated herebySection 6.1(h); (h) The Operating Partnership and the Company, on the one hand, and each ContributorEola Office, on the other hand, shall provide to the other a certified copy of all appropriate limited liability company actions authorizing the execution, delivery and performance by the Company (if so requested by Eola Office) and Eola Office (if so requested by the Company) of this Agreement, any related documents and the documents listed in this Section 7.2; and (i) The Company, on the one hand, and Eola Office, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and contained in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and (i) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable partydate. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP the Escrow Agent binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP the Escrow Agent to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii6.1(k) and 2.1(b)(vi6.2(f) have occurred.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with the Title Company (in such capacity, the “Escrow Agent”) in a form reasonably approved by all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with the Escrow Agent, the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following: (a) The In connection with a Subsidiary Contribution, the Contribution and Assumption Agreement in the form attached hereto as Exhibit B, as applicable; (b) A tax protection agreement, in the form attached hereto as Exhibit HThe OP Agreement; (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates Certificates, and/or other evidence of the transfer of OP Units to the Contributors Contributor; (d) All books and records, title insurance policies, the subsequent transfer by Assumed Agreements, lease files, contracts, stock certificates, original promissory notes, and other indicia of ownership with respect to each such Contributor Partnership (and any subsidiary of the OP Units to Partnerships) that are in the possession of the Contributor or which can be sold by such Contributor to obtained through the Company as provided by Section 1.3Contributor’s reasonable efforts; (e) An affidavit from each the Contributor stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the CodeCode and a comparable affidavit satisfying California and any other withholding requirements, in each case in form and substance acceptable to the Operating Partnership; (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any the Contributor or their affiliates which can be obtained through the Contributor’s reasonable efforts which are reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s the Properties or, if the Operating Partnership Interests elects, the Partnership Interests, directly, free and clear of all Liens (subject to the Permitted Encumbrances if the Properties are transferred directly) and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, deeds (if transferred directly) with a warranty for any and all acts by, through and under the current owner of the Properties, assignments of ground leases, air space leases and space leases, bills of sale, general assignments, and 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 deeds or other Property Interests transfer documents is required; (g) A standard owner’s affidavit executed by the Contributor on behalf of each Partnership to the extent necessary to enable the Title Company to issue or to irrevocably commit to issue to each Partnership that owns a Property, effective as of the Closing, with respect to each Property, either (i) an ALTA extended coverage owner’s policy of title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request (including, without limitation, non-imputation endorsements and deletion of creditors’ rights), or (ii) such endorsements to the currently held owner’s policy of title insurance for such Property as the Operating Partnership may reasonably request (including, without limitation, date-down, “Fairway” and co-insurance endorsements), in either event with coverage for each Property equal to the greater of (a) eighty percent (80%) of the value of the Property (as reasonably determined by the Operating Partnership) and (b) such percentage of the value of the Property (as reasonably determined by the Operating Partnership) as may be required by the Title Company to issue a co-insurance endorsement, and with a tie-in endorsement with respect to all Participating Properties located in any state for which such tie-in endorsements can be issued, and levels of reinsurance for the Properties as reasonably acceptable to the Operating Partnership, insuring fee simple title to all real property and improvements comprising each such Property in the name of the Operating Partnership (or a subsidiary thereof, as the Operating Partnership may designate), subject only to the Permitted Encumbrances (collectively, the “Title Policies”). Failure of the Title Company to otherwise issue any of the Title Policies shall not relieve the Operating Partnership of any of its obligations and duties set forth in this Agreement. (h) The Operating Partnership and the Company, on the one hand, and each the Contributor, on the other hand, shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by the Contributor) and the Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3; (i) Any tenant estoppel certificates obtained by the Contributor; (j) A Tax Protection Agreement substantially in the form attached hereto as Exhibit I with respect to the Contributor; (k) The Operating Partnership and the Company, on the one hand, and the Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and; (il) In connection with a Subsidiary Contribution, a standard affidavit(s) from the Contributor to the extent necessary to enable the Title Company to issue or to irrevocably commit to issue to the Operating Partnership, effective as of the Closing, with respect to the Partnership Interests, a UCC buyer’s policy of title insurance (in current form), with such endorsements thereto as the Operating Partnership may reasonably request, insuring that the Partnership Interests are being transferred free and clear of all Liens (collectively, the “UCC Policies”), if required by the underwriters in connection with the Public Offering; (m) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. ; and Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP the Escrow Agent binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP the Escrow Agent to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii2.1(a)(xi) and 2.1(b)(vi2.1(b)(vii) have occurred.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with [ ] (in such capacity, the “Escrow Agent”) in a form reasonably approved by all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B; (b) A tax protection agreement, in the form attached hereto as Exhibit H; (c) The OP Agreement in the form attached hereto as Appendix CD.; (d) The Amendment, OP Unit Certificates and/or other evidence of the transfer of OP Units to the Contributors and the subsequent transfer by each such Contributor of the OP Units to be sold by such Contributor to the Company as provided by Section 1.3; (e) An affidavit from each Contributor stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the Code; (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any Contributor or their affiliates which are reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Interests free and clear of all Liens and effectuate the transactions contemplated hereby; (h) The Operating Partnership and the Company, on the one hand, and each Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and; (i) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party; and (j) An assignment of Excluded Assets to achieve the distributions contemplated under Section 1.2. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP the Escrow Agent binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP the Escrow Agent to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii) and 2.1(b)(vi) have occurred.

Pre-Closing Deliveries. On the Pre-Closing Date, the parties shall enter into an escrow agreement with an escrow agent mutually acceptable to the parties (the “Escrow Agent”) in a form reasonably approved by all parties, and shall make, execute, acknowledge and deliver into escrow with Xxxxxx & Xxxxxxx LLP the Escrow Agent, or cause to be made, executed, acknowledged and delivered into escrow with the Escrow Agent, the legal documents and other items (collectively the “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. Such execution, acknowledgment and delivery into escrow of the Closing Documents shall be referred to herein as the “Pre-Closing.” The Closing Documents and other items to be delivered into escrow at the Pre-Closing shall include, without limitation, the following: (a) The Contribution and Assumption Agreement in the form attached hereto as Exhibit B, as applicable; (b) A tax protection agreement, in the form attached hereto as Exhibit HThe OP Agreement; (c) The OP Agreement in the form attached hereto as Appendix C; (d) The Amendment, OP Unit Certificates Certificates, and/or other evidence of the transfer of OP Units to the Contributors Contributor; (d) All books and records, title insurance policies, the subsequent transfer by each such Contributor Assumed Agreements, contracts, stock certificates, original promissory notes, and other indicia of ownership with respect to the Limited Liability Company that are in the possession of the OP Units to Contributor or which can be sold by such Contributor to obtained through the Company as provided by Section 1.3Contributor’s reasonable efforts; (e) An affidavit from each the Contributor stating, under penalty of perjury, the Contributor’s United States Taxpayer Identification Number and that the Contributor is not a foreign person pursuant to Section 1445(b)(2) of the CodeCode and a comparable affidavit satisfying New York and any other withholding requirements, in each case in form and substance acceptable to the Operating Partnership; (f) An IRS Form W-9 from each Contributor; (g) Any other documents that are in the possession of any the Contributor or their affiliates which can be obtained through the Contributor’s reasonable efforts which are reasonably requested by the Operating Partnership or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver each Contributor’s Partnership Interests the Contributed Interests, directly, free and clear of all Liens and effectuate the transactions contemplated hereby, including, without limitation, and only to the extent applicable, bills of sale, general assignments, and 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; (g) The Operating Partnership and the Company, on the one hand, and the Contributor, on the other hand, shall provide to the other a certified copy of all appropriate corporate resolutions or partnership or limited liability company actions authorizing the execution, delivery and performance by the Operating Partnership and the Company (if so requested by the Contributor) and the Contributor (if so requested by the Operating Partnership or the Company) of this Agreement, any related documents and the documents listed in this Section 2.3; and (h) The Operating Partnership and the Company, on the one hand, and each the Contributor, on the other hand, shall provide to the other a certification regarding the accuracy in all material respects of each of their respective representations and warranties herein and in this Agreement as of such date (except for such representations and warranties that are qualified by materiality or Material Adverse Effect, which representations and warranties shall be certified as being accurate in all respects); and (i) All documents reasonably required by a Lender in connection with the assumption or prepayment of an Existing Loan at or prior to Closing, duly executed by the applicable party. Additionally, on the Pre-Closing Date, the parties shall execute and deliver to Xxxxxx & Xxxxxxx LLP the Escrow Agent binding escrow instructions, in a form reasonably approved by all parties, acknowledging that all Pre-Closing Conditions have been met or waived and instructing Xxxxxx & Xxxxxxx LLP the Escrow Agent to hold the Closing Documents in escrow until the conditions set forth in Sections 2.1(a)(vii2.1(a)(viii) and 2.1(b)(vi2.1(b)(vii) have occurred.