Common use of Purchaser’s Deliveries at Closing Clause in Contracts

Purchaser’s Deliveries at Closing. At the Closing, Purchaser shall deliver the following to Seller: 7.3.1 In accordance with and subject to the adjustments provided in this Agreement, the balance of the Initial Purchase Price as provided in Section 2.2; 7.3.2 Written confirmation from the Escrow Agent under the Escrow Agreement that Purchaser has deposited the Escrow Amount into the Additional Purchase Price Escrow Account; 7.3.3 The Ground Lease Assignment, duly executed by Purchaser; 7.3.4 The Assignment and Assumption of Space Leases, duly executed by Purchaser; 7.3.5 The Assignment and Assumption of Contract Rights and Service Contracts, duly executed by Purchaser; 7.3.6 The TP-584 Form, the NYC-RPT and RP-5217NYC, to the extent required in connection with the consummation of the transaction contemplated hereby, each duly executed by Purchaser; 7.3.7 Intentionally Omitted; 7.3.8 A certificate from Purchaser confirming that the representations made by Purchaser in Section 10.2 hereof remain true and correct on and as of the Closing Date (“Purchaser’s Update Certificate”); 7.3.9 The New Seller Space Lease, duly executed by Purchaser; 7.3.10 A subordination, nondisturbance and attornment agreement with respect to the New Seller Space Lease, in customary form reasonably acceptable to the parties thereto, executed and acknowledged by any lender from whom Purchaser shall have obtained mortgage financing in connection with its acquisition of the Property and by Purchaser (if such form provides for Purchaser to be a party thereto); 7.3.11 Purchaser’s organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or officer, as the case may be, of Purchaser as true, correct and complete, which evidence and certify that the execution and delivery by Purchaser of this Agreement and the documents set forth herein have been duly authorized by all necessary action of Purchaser and that this Agreement and such documents have been duly executed and delivered by Purchaser; 7.3.12 If Purchaser has purchased the Fee Interest prior to the Closing Date, a modification to the Ground Lease in the form attached hereto as Schedule T duly executed by Purchaser; and 7.3.13 Such other documents contemplated to be delivered pursuant to this Agreement or reasonably required to consummate the transactions contemplated by this Agreement.

Purchaser’s Deliveries at Closing. At the Closing, Purchaser shall deliver deliver, or cause to be delivered, to Sellers the following to Sellerfollowing: 7.3.1 In accordance with and subject (a) by wire transfer of immediately available funds to an account designated by Sellers no later than one (1) Business Day before the adjustments provided in this AgreementClosing Date, the balance payment of the Initial Purchase Price as provided in Section 2.2Price, less the Deposit; 7.3.2 Written confirmation from (b) the Escrow Agent under certificate contemplated by Section 8.2(a), dated the Escrow Agreement that Purchaser has deposited the Escrow Amount into the Additional Purchase Price Escrow AccountClosing Date; 7.3.3 The Ground Lease Assignment(c) an Assignment and Assumption of Real Property Lease, in the form attached hereto as Exhibit C, duly executed by Purchaser; 7.3.4 The (d) an Assignment and Assumption of Space LeasesSection 365 Contracts, in the form attached hereto as Exhibit D, duly executed by Purchaser; 7.3.5 The Assignment and Assumption (e) a Xxxx of Contract Rights and Service ContractsSale, in the form attached hereto as Exhibit E, duly executed by Purchaser; 7.3.6 The TP-584 Form(f) an Assignment of Trademarks, in the NYC-RPT and RP-5217NYC, to the extent required in connection with the consummation of the transaction contemplated hereby, each duly executed by Purchaser; 7.3.7 Intentionally Omitted; 7.3.8 A certificate from Purchaser confirming that the representations made by Purchaser in Section 10.2 hereof remain true and correct on and form attached hereto as of the Closing Date (“Purchaser’s Update Certificate”); 7.3.9 The New Seller Space LeaseExhibit F, duly executed by Purchaser; 7.3.10 A subordination(g) an Assignment of Copyrights, nondisturbance and attornment agreement with respect to the New Seller Space Lease, in customary form reasonably acceptable to the parties thereto, executed and acknowledged by any lender from whom Purchaser shall have obtained mortgage financing in connection with its acquisition of the Property and by Purchaser (if such form provides for Purchaser to be a party thereto); 7.3.11 Purchaser’s organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or officer, as the case may be, of Purchaser as true, correct and complete, which evidence and certify that the execution and delivery by Purchaser of this Agreement and the documents set forth herein have been duly authorized by all necessary action of Purchaser and that this Agreement and such documents have been duly executed and delivered by Purchaser; 7.3.12 If Purchaser has purchased the Fee Interest prior to the Closing Date, a modification to the Ground Lease in the form attached hereto as Schedule T Exhibit G, duly executed by Purchaser; (h) an Assignment and Acceptance of Intangible Property, in the form attached hereto as Exhibit H, duly executed by Purchaser; (i) the Assumption Agreement, in the form attached hereto as Exhibit I, duly executed by Purchaser; (j) the General Release, in the form attached hereto as Exhibit J, duly executed by Purchaser; (k) the Atlanta TSA, duly executed by Purchaser; (l) a copy of any resolutions evidencing corporate action by Purchaser, authorizing the execution, delivery and performance hereof by Purchaser, certified by an authorized officer of Purchaser and dated as of the Closing Date; and 7.3.13 Such other documents contemplated to be delivered pursuant to this Agreement or reasonably required to consummate (m) a copy of a certificate of the transactions contemplated by this AgreementSecretary of State of the State of Delaware certifying that Purchaser is in good standing under the Law of the State of Delaware.

Purchaser’s Deliveries at Closing. At the Closing, Purchaser shall deliver deliver, or cause to be delivered, to Bancshares the following to Selleritems: 7.3.1 In accordance with and subject (a) evidence of the delivery by Purchaser or its agents to the adjustments Paying Agent of the aggregate amount of the Merger Consideration for payment to the holders of Bancshares Common Stock as provided in this Agreement, ; (b) good standing certificates for Purchaser issued by the balance Secretary of State of the Initial Purchase Price as provided in Section 2.2; 7.3.2 Written confirmation from State of Delaware and the Escrow Agent under the Escrow Agreement that Purchaser has deposited the Escrow Amount into the Additional Purchase Price Escrow Account; 7.3.3 The Ground Lease Assignment, duly executed by Purchaser; 7.3.4 The Assignment and Assumption Secretary of Space Leases, duly executed by Purchaser; 7.3.5 The Assignment and Assumption of Contract Rights and Service Contracts, duly executed by Purchaser; 7.3.6 The TP-584 Form, the NYC-RPT and RP-5217NYC, to the extent required in connection with the consummation State of the transaction contemplated herebyIllinois and for MergerSub issued by the Secretary of State of the State of Delaware, each duly executed by Purchaser; 7.3.7 Intentionally Omitted; 7.3.8 A certificate from Purchaser confirming that the representations made by Purchaser in Section 10.2 hereof remain true and correct on and as of the Closing Date dated not more than fifteen (“Purchaser’s Update Certificate”); 7.3.9 The New Seller Space Lease, duly executed by Purchaser; 7.3.10 A subordination, nondisturbance and attornment agreement with respect to the New Seller Space Lease, in customary form reasonably acceptable to the parties thereto, executed and acknowledged by any lender from whom Purchaser shall have obtained mortgage financing in connection with its acquisition of the Property and by Purchaser (if such form provides for Purchaser to be a party thereto); 7.3.11 Purchaser’s organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or officer, as the case may be, of Purchaser as true, correct and complete, which evidence and certify that the execution and delivery by Purchaser of this Agreement and the documents set forth herein have been duly authorized by all necessary action of Purchaser and that this Agreement and such documents have been duly executed and delivered by Purchaser; 7.3.12 If Purchaser has purchased the Fee Interest 15) Business Days prior to the Closing Date, . (c) a modification copy of the certificate of incorporation of each of Purchaser and MergerSub certified not more than fifteen (15) Business Days prior to the Ground Lease Closing Date by the Secretary of State of the State of Delaware; (d) a certificate of the Secretary of each of Purchaser and MergerSub dated the Closing Date certifying (i) a copy of the bylaws of such corporation; and (ii) copies of resolutions of the board of directors of each such corporation and by Purchaser as the sole stockholder of MergerSub authorizing and approving this Agreement and the Reorganization; (e) a certificate of the President of Purchaser and MergerSub dated the Closing Date certifying that: (i) there have been no further amendments to the charter and certificate of incorporation delivered pursuant to subsection (c) of this Section; and (ii) the conditions set forth in Sections 8.2(a) and 8.2(b) of this Agreement have been satisfied; (f) copies of each of the Regulatory Approvals; (g) such documents as shall be necessary to evidence the assumption by Purchaser of the obligations of Bancshares under the Indenture, the Trust Agreement and the Guarantee Agreement, together with any other documents that shall be required to be delivered under the Indenture, Trust Agreement or Guarantee Agreement to ensure that the Subordinated Debentures remain outstanding and the Trust Preferred Securities issued pursuant to the Trust Agreement remain issued and outstanding; (h) a legal opinion of Purchaser’s counsel, Barack Xxxxxxxxxx et al., substantially in the form attached set forth in Exhibit A hereto and dated as Schedule T duly executed by Purchaserof the Effective Time; and 7.3.13 Such (i) such other documents contemplated to be delivered pursuant to this Agreement as Bancshares or its counsel shall reasonably required to consummate the transactions contemplated by this Agreementrequest.

Purchaser’s Deliveries at Closing. At Subject to the terms and conditions of this Agreement, at Closing, the Purchaser shall deliver the following to Sellerduly executed documents: 7.3.1 In (i) Stock certificates evidencing the Merger Consideration in accordance with and subject to the adjustments amounts as set forth in Schedule 1.6; provided in this Agreement, the balance that possession of the Initial Purchase Price stock certificates evidencing the Closing Escrow Shares, Earn Out Shares and Restricted Shares shall remain with the Purchaser or an escrow agent (as provided applicable) to be held in Section 2.2; 7.3.2 Written confirmation from escrow as set forth in the Escrow Agent under Restricted Stock Agreements, the Escrow Agreement that Purchaser has deposited the Escrow Amount into the Additional Purchase Price Escrow Accountand Section 7.8 herein; 7.3.3 The Ground Lease Assignment, duly executed by Purchaser; 7.3.4 The Assignment and Assumption of Space Leases, duly executed by Purchaser; 7.3.5 The Assignment and Assumption of Contract Rights and Service Contracts, duly executed by Purchaser; 7.3.6 The TP-584 Form, (ii) Stockholders’ Agreement in the NYC-RPT and RP-5217NYC, to form attached as Exhibit A hereto (the extent required in connection with the consummation of the transaction contemplated hereby, each duly executed by Purchaser; 7.3.7 Intentionally Omitted; 7.3.8 A certificate from Purchaser confirming that the representations made by Purchaser in Section 10.2 hereof remain true and correct on and as of the Closing Date (“Purchaser’s Update CertificateStockholders’ Agreement”); 7.3.9 The New Seller Space Lease, duly executed by Purchaser; 7.3.10 A subordination, nondisturbance and attornment agreement with respect to the New Seller Space Lease, in customary form reasonably acceptable to the parties thereto, executed and acknowledged by any lender from whom Purchaser shall have obtained mortgage financing in connection with its acquisition of the Property and by Purchaser (if such form provides for Purchaser to be a party thereto); 7.3.11 Purchaser’s organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or officer, as the case may be, of Purchaser as true, correct and complete, which evidence and certify that the execution and delivery by Purchaser of this iii) Services Agreement and the documents set forth herein have been duly authorized by all necessary action of Purchaser and that this Agreement and such documents have been duly executed and delivered by Purchaser; 7.3.12 If Purchaser has purchased the Fee Interest prior to the Closing Date, a modification to the Ground Lease in the form attached as Exhibit B hereto (the “Services Agreement”); (iv) The Employment Agreement between the Purchaser and Jxxx Xxxxxxx, in the form attached as Schedule T duly executed by PurchaserExhibit C-1 hereto, and the Employment Agreements between each of Cxxxxxx Xxxxxx and Jxx Xxxxxxxx in the forms attached as Exhibit C-2 hereto (the “Employment Agreements”); (v) Series A Convertible Preferred Stock Purchase Agreement in the form attached as Exhibit D hereto (the “Series A Purchase Agreement”); (vi) The Restricted Stock Agreements between the Purchaser and each of Sellers in the form attached as Exhibit F hereto (the “Restricted Stock Agreements”); (vii) The Certificate of Merger and Articles of Merger; and 7.3.13 Such other (viii) The Escrow Agreement in the form attached as Exhibit G hereto (the “Escrow Agreement”). The documents contemplated referred to be delivered pursuant in clauses (iii), (iv), (v), (vi), (vii) and (viii) above are hereinafter collectively referred to as the “Ancillary Agreements” and together with this Agreement or reasonably required are referred to consummate herein as the transactions contemplated by this Agreement“Transaction Documents.”

Purchaser’s Deliveries at Closing. (a) At the Closing, the Purchaser shall deliver the following to Sellerthe Vendor: 7.3.1 In (i) a certificate of status with respect to the Purchaser issued by appropriate government officials of its jurisdiction of incorporation; (ii) the calculation of the Purchase Price, calculated by the Purchaser in accordance with and subject to the adjustments provided in this Agreement, the balance section 3.3 hereof; (iii) certified copy of directors resolution of the Initial Purchase Price as provided in Section 2.2; 7.3.2 Written confirmation from Purchaser approving the Escrow Agent under the Escrow Agreement that Purchaser has deposited the Escrow Amount entering into the Additional Purchase Price Escrow Account; 7.3.3 The Ground Lease Assignment, duly executed by Purchaser; 7.3.4 The Assignment and Assumption of Space Leases, duly executed by Purchaser; 7.3.5 The Assignment and Assumption of Contract Rights and Service Contracts, duly executed by Purchaser; 7.3.6 The TP-584 Form, the NYC-RPT and RP-5217NYC, to the extent required in connection with the consummation completion of the transaction contemplated hereby, each duly executed by Purchaser; 7.3.7 Intentionally Omitted; 7.3.8 A certificate from Purchaser confirming that the representations made by Purchaser in Section 10.2 hereof remain true and correct on and as of the Closing Date (“Purchaser’s Update Certificate”); 7.3.9 The New Seller Space Lease, duly executed by Purchaser; 7.3.10 A subordination, nondisturbance and attornment agreement with respect to the New Seller Space Lease, in customary form reasonably acceptable to the parties thereto, executed and acknowledged by any lender from whom Purchaser shall have obtained mortgage financing in connection with its acquisition of the Property and by Purchaser (if such form provides for Purchaser to be a party thereto); 7.3.11 Purchaser’s organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or officer, as the case may be, of Purchaser as true, correct and complete, which evidence and certify that the execution and delivery by Purchaser of this Agreement and the documents set forth herein have been duly authorized Ancillary Agreements; (iv) the Promissory Note; (v) all other agreements contemplated by all necessary action of or referred to in this Agreement to be executed by the Purchaser and that this Agreement and such documents have been duly executed and to be delivered by Purchaseron Closing; 7.3.12 If (vi) GST Joint Election. (b) At the Closing, the Purchaser agrees: (i) Provided it has purchased received the Fee Interest prior Consulting Agreement - Xxxxxx executed by Xxx Xxxxxx to execute and deliver such agreement and provide one copy to Xxx Xxxxxx. (ii) Provided it has received the Consulting Agreement - XxXxx executed by Xxxxxx XxXxx to execute and deliver such agreement and provide one copy to Xxxxxx XxXxx. (iii) Provided it has received the License Agreement executed by 1139076 Alberta Ltd. to execute and deliver such agreement and provide one copy to 1139076 Alberta Ltd. (c) Within fifteen (15) days following the Closing Date, a modification the Purchaser shall deliver to the Ground Lease Vendor a share certificate for 13,900,000 common shares of Wescorp Energy Inc. issued in the name of the Vendor, which shall be subject to the Restrictions - Wescorp Shares. (d) Within ninety (90) days following the Closing Date, the Purchaser shall deliver to the Vendor the share certificate for and an executed stock transfer form attached hereto as Schedule T duly executed by Purchaser; andfor the Oil Sands Quest Shares being transferred to the Purchaser in accordance with section 3.1(c) hereof. 7.3.13 (e) Such other and further documents contemplated to be delivered pursuant to this Agreement or as the Vendor may reasonably required to consummate the transactions contemplated by this Agreementrequest.

Purchaser’s Deliveries at Closing. At the Closing, Purchaser --------------------------------- shall deliver deliver, or cause to be delivered, to Bancorp the following to Selleritems: 7.3.1 In accordance with and subject (a) evidence of the delivery by Purchaser or its agents to the adjustments Paying Agent of the aggregate amount of the Merger Consideration for payment to the holders of Bancorp Common Stock as provided in this Agreement, the balance of the Initial Purchase Price as provided in Section 2.2; 7.3.2 Written confirmation from the Escrow Agent under the Escrow Agreement that Purchaser has deposited the Escrow Amount into the Additional Purchase Price Escrow Account; 7.3.3 The Ground Lease Assignment, duly executed by Purchaser; 7.3.4 The Assignment and Assumption of Space Leases, duly executed by Purchaser; 7.3.5 The Assignment and Assumption of Contract Rights and Service Contracts, duly executed by Purchaser; 7.3.6 The TP-584 Form, the NYC-RPT and RP-5217NYC, to the extent required in connection with the consummation of the transaction contemplated hereby, (b) good standing certificates for each duly executed by Purchaser; 7.3.7 Intentionally Omitted; 7.3.8 A certificate from Purchaser confirming that the representations made by Purchaser in Section 10.2 hereof remain true and correct on and as of the Closing Date (“Purchaser’s Update Certificate”); 7.3.9 The New Seller Space Lease, duly executed by Purchaser; 7.3.10 A subordination, nondisturbance and attornment agreement with respect to the New Seller Space Lease, in customary form reasonably acceptable to the parties thereto, executed and acknowledged by any lender from whom Purchaser shall have obtained mortgage financing in connection with its acquisition of the Property and by Purchaser (if such form provides for Purchaser to be a party thereto); 7.3.11 Purchaser’s organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or officer, as the case may be, of Purchaser as true, correct and complete, which evidence and certify that the execution and delivery by Purchaser of this Agreement and the documents set forth herein have been duly authorized by all necessary action of Purchaser and that this Agreement MergerSub issued by the Secretary of State of the State of Illinois in the case of Purchaser, and such documents have been duly executed and delivered by Purchaser; 7.3.12 If Purchaser has purchased the Fee Interest Secretary of State of the State of Delaware in the case of MergerSub, each dated not more than fifteen (15) Business Days prior to the Closing Date, ; (c) a modification copy of the articles of incorporation of Purchaser and the certificate of incorporation of MergerSub certified not more than fifteen (15) Business Days prior to the Ground Lease Closing Date by the Secretary of State of the State of Illinois in the case of Purchaser, and by the Secretary of State of the State of Delaware in the case of MergerSub; (d) a certificate of the Secretary of each of Purchaser and MergerSub dated the Closing Date certifying (i) a copy of the bylaws of such corporation; and (ii) copies of resolutions of the board of directors of each such corporation and by Purchaser as the sole stockholder of MergerSub authorizing and approving his Agreement and the Reorganization; (e) a certificate of the President of Purchaser and MergerSub dated the Closing Date certifying that: (i) there have been no further amendments to the charter and certificate of incorporation delivered pursuant to subsection (c) of this Section; and (ii) the conditions set forth in Sections 8.2(a) and 8.2(b) of this Agreement have been satisfied; -------------------------- (f) copies of each of the Regulatory Approvals; (g) a legal opinion of Purchaser's counsel, Barack Fxxxxxxxxx et al., substantially in the form attached set forth in Exhibit A hereto and --------- dated as Schedule T duly executed by Purchaserof the Effective Time; and 7.3.13 Such (h) such other documents contemplated to be delivered pursuant to this Agreement as Bancorp or its counsel shall reasonably required to consummate the transactions contemplated by this Agreementrequest.

Purchaser’s Deliveries at Closing. At the Closing, Purchaser shall deliver (or cause to be delivered) to Seller the following to Sellerfollowing: 7.3.1 In (i) payment by wire transfer of (a) the Purchase Price and other amounts in accordance with the terms and subject to conditions set forth in SECTION 2.3(B), (b) any and all amounts due for the adjustments provided in this Agreement, Leased Premises and the balance lease of the Initial Purchase Price as provided in Section 2.2; 7.3.2 Written confirmation from Thomas Corners, Virginia Store, (c) all apportionment and xxxxxtion amounts, and (d) any and all other amounts which are due and payable by the Escrow Agent under the Escrow Agreement that Purchaser has deposited the Escrow Amount into the Additional Purchase Price Escrow Account; 7.3.3 The Ground Lease Assignment, duly executed by Purchaser; 7.3.4 The Assignment and Assumption of Space Leases, duly executed by Purchaser; 7.3.5 The Assignment and Assumption of Contract Rights and Service Contracts, duly executed by Purchaser; 7.3.6 The TP-584 Form, the NYC-RPT and RP-5217NYC, to the extent required in connection with the consummation of the transaction contemplated hereby, each duly executed by Purchaser; 7.3.7 Intentionally Omitted; 7.3.8 A certificate from Purchaser confirming that the representations made by Purchaser in Section 10.2 hereof remain true and correct on and as of the Closing Date (“Purchaser’s Update Certificate”); 7.3.9 The New Seller Space Lease, duly executed by Purchaser; 7.3.10 A subordination, nondisturbance and attornment agreement with respect pursuant to the New Seller Space Lease, in customary form reasonably acceptable to the parties thereto, executed and acknowledged by any lender from whom Purchaser shall have obtained mortgage financing in connection with its acquisition of the Property and by Purchaser (if such form provides for Purchaser to be a party thereto); 7.3.11 Purchaser’s organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or officer, as the case may be, of Purchaser as true, correct and complete, which evidence and certify that the execution and delivery by Purchaser of this Agreement and the documents set forth herein have been Ancillary Agreements; (ii) a duly authorized executed Lease Assignment and Assumption Agreement and Assignment and Assumption Agreement for the Assigned Contracts; (iii) the duly executed Bill of Sale; (iv) the duly executed Technology Xxxxsfer Agreement; (v) the duly executed Trademark Assignment Agreement; (vi) a certificate, executed by the managing member(s) of Purchaser, attaching certified resolutions of such managing member(s) (or all necessary action the members if required by Purchaser's certificate of formation or operating agreement) of Purchaser approving and that this Agreement and such documents have been duly executed and delivered by Purchaser; 7.3.12 If Purchaser has purchased the Fee Interest prior to the Closing Date, a modification to the Ground Lease in the form attached hereto as Schedule T duly executed by Purchaser; and 7.3.13 Such other documents contemplated to be delivered pursuant to this Agreement or reasonably required to consummate authorizing the transactions contemplated by this Agreement; (vii) a certificate, executed by a duly authorized managing member of Purchaser, to the effect that all conditions to closing set forth in SECTION 7.1 and SECTION 7.2 have been satisfied; (viii) the duly executed Merchandise Agreement; (ix) the duly executed Accounting Services Agreement; (x) the duly executed Services Agreement; (xi) the lease for the Thomas Corners, Virginia store; (xii) the duly exxxxxxx Trademark License Agreement; (xiii) the certification referred to in SECTION 2.11.

Purchaser’s Deliveries at Closing. At Subject to the terms and conditions of this Agreement, at Closing, Purchaser shall deliver the following to Sellerduly executed documents: 7.3.1 In (i) Stock certificates evidencing the Merger Consideration in accordance with and subject to the adjustments provided amounts as set forth in this Agreement, the balance of the Initial Purchase Price as provided in Section 2.2Schedule 1.6; 7.3.2 Written confirmation from (ii) A stock certificate evidencing 489,600 shares of Purchaser Common Stock in the Escrow Agent under name of Xxxxxx Xxxxxxxx and an additional stock certificate evidencing 54,400 shares of Purchaser Common Stock being issued in the Escrow Agreement that name of Xxxxxx Xxxxxxxx with possession of such certificate being maintained by the Purchaser has deposited the Escrow Amount into the Additional Purchase Price Escrow Accountpursuant to Section 7.9; 7.3.3 The Ground Lease Assignment, duly executed (iii) A stock certificate evidencing 381,600 shares of Purchaser Common Stock in the name of Xxxxx X. Xxxxxx and an additional stock certificate evidencing 42,400 shares of Purchaser Common Stock being issued in the name of Xxxxx X. Xxxxxx with possession of such certificate being maintained by Purchaserthe Purchaser pursuant to Section 7.9; 7.3.4 The Assignment and Assumption of Space Leases, duly executed by Purchaser; 7.3.5 The Assignment and Assumption of Contract Rights and Service Contracts, duly executed by Purchaser; 7.3.6 The TP-584 Form, the NYC-RPT and RP-5217NYC, to the extent required in connection with the consummation of the transaction contemplated hereby, each duly executed by Purchaser; 7.3.7 Intentionally Omitted; 7.3.8 A certificate from Purchaser confirming that the representations made by Purchaser in Section 10.2 hereof remain true and correct on and as of the Closing Date (“Purchaser’s Update Certificate”); 7.3.9 The New Seller Space Lease, duly executed by Purchaser; 7.3.10 A subordination, nondisturbance and attornment agreement with respect to the New Seller Space Lease, in customary form reasonably acceptable to the parties thereto, executed and acknowledged by any lender from whom Purchaser shall have obtained mortgage financing in connection with its acquisition of the Property and by Purchaser (if such form provides for Purchaser to be a party thereto); 7.3.11 Purchaser’s organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or officer, as the case may be, of Purchaser as true, correct and complete, which evidence and certify that the execution and delivery by Purchaser of this iv) Shareholders Agreement and the documents set forth herein have been duly authorized by all necessary action of Purchaser and that this Agreement and such documents have been duly executed and delivered by Purchaser; 7.3.12 If Purchaser has purchased the Fee Interest prior to the Closing Date, a modification to the Ground Lease in the form attached as Exhibit A hereto (the "Shareholders Agreement"); (v) Services Agreement in the form attached as Schedule T duly executed by PurchaserExhibit B hereto (the "Services Agreement"); (vi) Employment Agreements between the Surviving Corporation and each of Xxxxxxx Xxxxxxxx, Xxx Xxxxxxxxxx, Xxxxxxxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxx Xxxxxxxx and Xxxxx X. Xxxxxx in the form attached as Exhibit C hereto (the "Employment Agreements"); (vii) Series A Preferred Stock Purchase Agreement in the form attached as Exhibit D hereto (the "Series A Purchase Agreement"); (viii) The consulting agreement between Xxxx Xxxxxxxx and the Company in the form attached as Exhibit F hereto (the "Consulting Agreement"); (ix) The Restricted Stock Agreements between Purchaser and each of Xxx Xxxxxxxxxx, Xxxxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxxx Xxxxxxxx and Xxx Xxxxxx in the form attached as Exhibit H hereto (the "Restricted Stock Agreements"); (x) Evidence that all amounts outstanding under all loans of the Company with Commerce Bank /Pennsylvania, N.A., have been paid in full; (xi) The indemnification agreements with Xxxx Xxxxxxxx and Xxxxxxx and Xxxxxxx X. Xxxxxxxx in the form attached as Exhibit G hereto (the "Indemnification Agreements"); (xii) The Stock Option Agreements between the Purchaser and each of Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx in the form attached as Exhibit I hereto (the "Stock Option Agreements"); (xiii) Evidence of the termination of the Shareholders Agreements between the Company and each of (i) Xxx Xxxxxxxxxx, (ii) Xxxxxxxxxxx Xxxxxx, (iii) Xxx Xxxxxx and (iv) Xxxxxxx and Xxxxxxx Xxxxxxxx JTEN and Xxxx Xxxxxxxx (collectively, the "CSS Agreement"); and 7.3.13 Such other documents contemplated to be delivered pursuant to this Agreement or reasonably required to consummate the transactions contemplated by this Agreement.