Common use of Purchaser’s Documents and Deliveries Clause in Contracts

Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser shall deliver or cause to be delivered to Seller the following: (i) The Purchase Price, in cash, by wire transfer to an account or accounts designated by Purchaser prior to the Closing Date; (ii) If Purchaser is a corporation, (1) copies of the certificate of incorporation and by-laws of Purchaser and of the resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of Purchaser; (2) a good standing certificate for Purchaser issued by the state of incorporation of Purchaser, dated within thirty (30) days of the Closing Date; (3) a good standing certificate for Purchaser issued by the State of New York (if not incorporated in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4) an incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the transactions contemplated herein; (iii) If Purchaser is a partnership, (1) copies of Purchaser’s partnership agreement and partnership certificate and consent of the partners of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all of the foregoing being certified as true and correct by the general partner of Purchaser, (2) a good standing certificate issued for Purchaser by the state of organization of Purchaser, dated within thirty (30) days of the Closing Date; (3) a certificate of legal existence for Purchaser issued by the State of New York (if not organized in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4) with respect to the general partner of Purchaser, an incumbency certificate executed by an officer (if such general partner is a corporation) or manager(s)/managing member(s), as applicable (if such general partner is a limited liability company) of Purchaser with respect to individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein; and (iv) If Purchaser is a limited liability company, (1) copies of Purchaser’s articles of organization and operating agreement and consent of the members of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all of the foregoing being certified as true and correct by the manager(s)/managing member(s), as applicable, of Purchaser; (2) a good standing certificate issued for Purchaser by the state of organization of Purchaser, dated within thirty (30) days of the Closing Date; (3) a certificate of legal existence for Purchaser issued by the State of New York (if not organized in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4) an incumbency certificate executed by an officer or manager(s)/managing member(s), as applicable, of Purchaser with respect to individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein.

Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser shall deliver or cause to be delivered to Seller the following: (i) The Payment of the balance of the Purchase PricePrice payable in good funds and so as to be received by Closing by 5:00 p.m. eastern time, in cash, by wire transfer to an account or accounts designated by Purchaser prior to on the Closing Date, as adjusted for apportionments under Section 6, credits and other adjustments set forth in this Agreement; (ii) If Purchaser is a corporation, (1) copies a copy of the certificate of incorporation and by-laws of Purchaser and of the resolutions resolution of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of Purchaser; (2ii) a good standing certificate for Purchaser issued by the state of incorporation of Purchaser, dated within thirty (30) days of the Closing Date; (3iii) a good standing certificate for Purchaser issued by the State of New York (if not incorporated in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4iv) an incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the transactions contemplated herein; (iii) If Purchaser is a partnership, (1) copies of Purchaser’s partnership agreement and partnership certificate and consent resolutions and/or consents of the constituent partners of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all of the foregoing being certified as true and correct by the a general partner of Purchaser, (2) a good standing certificate issued for Purchaser by the state of organization of Purchaser, dated within thirty (30) days of the Closing Date; (3) a certificate of legal existence for Purchaser issued by the State of New York (if not organized in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4) with respect to the general partner of Purchaser, an incumbency certificate executed by an officer (if such general partner is a corporation) or manager(s)/managing member(s), as applicable (if such general partner is a limited liability company) of Purchaser with respect to individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein; and (iv) If Purchaser is a limited liability company, (1i) copies of Purchaser’s articles of organization and operating agreement and the consent of the members of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all of the foregoing being certified as true and correct by the manager(s)/managing managing member(s), as applicable, ) or sole member of Purchaser; (2) a good standing certificate issued for Purchaser by the state of organization of Purchaser, dated within thirty (30) days of the Closing Date; (3) a certificate of legal existence for Purchaser issued by the State of New York (if not organized in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4ii) an incumbency certificate executed by an officer or manager(s)/managing member(s), as applicable, manager of Purchaser with respect to individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein. (v) A Blxxxxxx Xorm General Release from Tenant and Guarantor in favor of Seller releasing Seller from any claims Tenant and/or the Guarantor may have against Seller arising out of or relating to the Lease; provided, however, that Seller shall remain liable to Tenant and the Guarantor, to the extent set forth in the Lease or by operation of law for any and all claims which any third-party ever had, now has or hereinafter can, shall or may have against Tenant and/or Guarantor arising out of or relating to the Lease and/or the Tenant’s use and occupancy of the Property, and, in addition, the Release shall not apply to, and/or waive or limit any and all claims for indemnification and/or contribution that the Tenant and/or Guarantor may have against Seller, to the extent set forth in the Lease or by operation of law as a result of any claim asserted by a third-party

Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser Purchaser, shall deliver or cause to be delivered to Seller the following: (i) The balance of the Purchase PricePrice payable at the Closing by 2:00 P.M., New York time, on the Closing Date (TIME BEING OF THE ESSENCE), as adjusted for apportionments under Section 8, and subject to Purchaser’s delivery of the Holdback Escrow pursuant to Section 18(a)(xiv)(A)(1), if applicable, in cash, by wire transfer to an account or accounts designated by Purchaser prior to the Closing Datemanner required under this Agreement; (ii) If A letter of direction from Purchaser (the form of which shall be subject to Seller’s reasonable approval) directing Escrow Agent to deliver the Deposit (together with all interest accrued thereon) to Seller and to pay the balance of the Purchase Price, as adjusted for apportionments under Section 8, and subject to Purchaser’s delivery of the Holdback Escrow pursuant to Section 18(a)(xiv)(A), and all other amounts due at Closing, or thereafter in accordance with the provisions of this Agreement, to Seller or any other person as Seller shall designate; (iii) A letter in the form of Exhibit 5 attached hereto duly executed by Purchaser, confirming that Purchaser is not acquiring the Property with the assets of an employee benefit plan as defined in Section 3(3) of ERISA and, in the event Purchaser is unable or unwilling to make such a corporationrepresentation, (1) copies of Purchaser shall be deemed to be in default hereunder, and Seller shall have the certificate of incorporation and by-laws of Purchaser and of the resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of right to terminate this Agreement and to receive and retain the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of Purchaser; Deposit (2together with all interest accrued thereon); (iv) a good standing certificate for Purchaser issued by the state of incorporation of Purchaser, dated within thirty (30) days of the Closing Date; (3) a good standing certificate for Purchaser issued by the State of New York (if not incorporated in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4) an incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any Any other documents or instruments required in connection with the transactions contemplated hereinspecified in this Agreement, and any other documents reasonably required by the Title Company; (iiiv) If Purchaser is a partnership, (1) copies of Purchaser’s partnership agreement and partnership certificate and consent An original counterpart of the partners of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Replacement Management Agreement, all of the foregoing being certified as true and correct by the general partner of Purchaser, (2) a good standing certificate issued for Purchaser by the state of organization of Purchaser, dated within thirty (30) days of the Closing Date; (3) a certificate of legal existence for Purchaser issued by the State of New York (if not organized in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4) with respect to the general partner of Purchaser, an incumbency certificate executed by an officer (if such general partner is a corporation) or manager(s)/managing member(s), as applicable (if such general partner is a limited liability company) of Purchaser with respect to individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein; and (ivvi) If Purchaser is a limited liability company, (1) copies of Purchaser’s articles of organization and operating agreement and consent of the members A duly executed original certificate of Purchaser authorizing in the execution, delivery form of Exhibit 15 updating the representations and performance warranties of this Agreement and the consummation of the transactions contemplated by this Agreement, all of the foregoing being certified as true and correct by the manager(s)/managing member(s), as applicable, of Purchaser; (2) a good standing certificate issued for Purchaser by the state of organization of Purchaser, dated within thirty (30) days of contained herein to the Closing Date; (3) a certificate of legal existence for Purchaser issued by the State of New York (if not organized in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4) an incumbency certificate executed by an officer or manager(s)/managing member(s), as applicable, of Purchaser with respect to individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein.

Purchaser’s Documents and Deliveries. On At least one (1) day prior to the Closing DateDate (except as otherwise provided below), Purchaser shall deliver or cause to be delivered to Seller Escrow Agent the following: (i) The Payment of the balance of the Purchase PricePrice payable at the Closing by 10:00 a.m., in cashPacific time, by wire transfer to an account or accounts designated by Purchaser prior to on the Closing Date, as adjusted for apportionments under Section 7, in the manner required under this Agreement; (ii) If Purchaser is a corporation, (1) copies of the certificate of incorporation and by-laws of Purchaser and of the resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of Purchaser; (2ii) a good standing certificate for Purchaser issued by the state of incorporation of Purchaser, dated within thirty (30) days of the Closing Date; (3iii) a good standing certificate for Purchaser issued by the State of New York (if not incorporated in but having the authority to do business in the State of New York) California dated within thirty (30) days of the Closing Date; and (4iv) an incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the transactions contemplated herein; (iii) If Purchaser is a partnership, (1) copies of Purchaser’s 's partnership agreement and partnership certificate and consent and, if required by law or its partnership agreement, copies of partnership resolutions and/or consents of the constituent partners of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all of the foregoing being certified as true and correct by the a general partner of PurchaserPurchaser (and, (2) if Purchaser is a limited partnership, good standing certificate certificates issued for Purchaser by the state of organization of PurchaserPurchaser and by the State of California, each dated within thirty (30) days of the Closing Date; (3) a certificate of legal existence for Purchaser issued by the State of New York (if not organized in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4) with respect to the general partner of Purchaser, an incumbency certificate executed by an officer (if such general partner is a corporation) or manager(s)/managing member(s), as applicable (if such general partner is a limited liability company) of Purchaser with respect to individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein; and (iv) If Purchaser is a limited liability company, (1i) copies of Purchaser’s 's articles of organization and operating agreement and consent of the members of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all of the foregoing being certified as true and correct by the manager(s)/managing managing member(s), as applicable, ) of Purchaser; (2ii) a good standing certificate issued for Purchaser by the state of organization of Purchaser, dated within thirty (30) days of the Closing Date; (3iii) a good standing certificate of legal existence for Purchaser issued by the State of New York (if not organized in but having the authority to do business in the State of New York) California dated within thirty (30) days of the Closing Date; and (4iv) an incumbency certificate executed by an officer or manager(s)/managing member(s), as applicable, manager of Purchaser with respect to individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein.

Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser shall deliver or cause to be delivered to Seller the following: (i) The Subject to the terms of Section 38 hereof, payment of the balance of the Purchase PricePrice payable at the Closing by 3:00 p.m., in casheastern time, by wire transfer to an account or accounts designated by Purchaser prior to on the Closing Date, as adjusted for apportionments under Section 7, in the manner required under this Agreement; (ii) If Purchaser is a corporation, (1i) copies of the certificate of incorporation and by-laws of Purchaser and of the resolutions of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement certified as true and correct by the Secretary or Assistant Secretary of Purchaser; (2ii) a good standing certificate for Purchaser issued by the state of incorporation of Purchaser, dated within thirty (30) days of the Closing Date; (3iii) a good standing certificate for Purchaser issued by the State of New York (if not incorporated in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4iv) an incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the transactions contemplated herein; (iii) If Purchaser is a partnership, (1) copies of Purchaser’s partnership agreement and partnership certificate and consent and, if required by law or its partnership agreement, copies of partnership resolutions and/or consents of the constituent partners of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all of the foregoing being certified as true and correct by the a general partner of Purchaser, (2) a good standing certificate issued for Purchaser by the state of organization of Purchaser, dated within thirty (30) days of the Closing Date; (3) a certificate of legal existence for Purchaser issued by the State of New York (if not organized in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4) with respect to the general partner of Purchaser, an incumbency certificate executed by an officer (if such general partner is a corporation) or manager(s)/managing member(s), as applicable (if such general partner is a limited liability company) of Purchaser with respect to individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein; and; (iv) If Purchaser is a limited liability company, (1i) copies of Purchaser’s articles of organization and operating agreement and consent of the members of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, all of the foregoing being certified as true and correct by the manager(s)/managing managing member(s), as applicable, ) of Purchaser; (2ii) a good standing certificate issued for Purchaser by the state of organization of Purchaser, dated within thirty (30) days of the Closing Date; (3iii) a good standing certificate of legal existence for Purchaser issued by the State of New York (if not organized in but having the authority to do business in the State of New York) dated within thirty (30) days of the Closing Date; and (4iv) an incumbency certificate executed by an officer or manager(s)/managing member(s), as applicable, manager of Purchaser with respect to individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein; (v) All documents and instruments as are required to be delivered and executed, and/or caused to be delivered, and executed, by Purchaser pursuant to the provisions of Section 17(c).