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 with respect to the Unit: (i) payment of the Purchase Price payable in accordance with Section 4(f) at the Closing by 5:00 P.M., eastern time, on the Closing Date, in the manner required under this Agreement; and (ii) (1) copies of the certificate of formation and internal governing documents of Purchaser, which documents may be redacted to protect confidential and proprietary information not related to Purchaser’s authority to execute and deliver this Agreement or consummate the transactions contemplated by this Agreement, and copies of the resolutions of the managers, board of directors or other internal governing authority 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 jurisdiction of formation 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 formed 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.

Purchaser’s Documents and Deliveries. On the Closing Date, Purchaser shall deliver or cause to be delivered to Seller the following with respect to the UnitPremises: (i) payment of the Purchase Price payable in accordance with Section 4(f) at the Closing by 5:00 P.M., eastern time, on the Closing Date, in the manner required under this Agreement; and (ii) (1) copies of the certificate of formation and internal governing documents of Purchaser, which documents may be redacted to protect confidential and proprietary information not related to Purchaser’s authority to execute and deliver this Agreement or consummate the transactions contemplated by this Agreement, and copies of the resolutions of the managers, board of directors or other internal governing authority 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 jurisdiction of formation 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 formed 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.

Purchaser’s Documents and Deliveries. On the Closing DateDate with respect to each Individual Premises, Purchaser shall deliver or cause to be delivered to Seller the following with respect to the Unitfollowing: (i) payment Payment of the Purchase Price payable in accordance with Section 4(f(or portion thereof allocable to such Individual Premises, as applicable) at the Closing by 5:00 4:00 P.M., eastern time, on the Closing DateDate (time being of the essence), in the manner required under this Agreement; and. (ii) All documents and instruments, including an assumption of the Existing Loans, as are required to be executed and delivered, and/or caused to be delivered, by Purchaser, Purchaser, the applicable Subsidiary Owners and/or the direct and indirect owners of the Subsidiary Owners pursuant to the provisions of Section 38 below with respect to the Existing Loans encumbering or otherwise relating to such Individual Premises. (1) copies Copies of Purchaser’s articles of organization and operating agreement and consent of the certificate of formation and internal governing documents of Purchaser, which documents may be redacted to protect confidential and proprietary information not related to Purchaser’s authority to execute and deliver this Agreement or consummate the transactions contemplated by this Agreement, and copies of the resolutions of the managers, board of directors or other internal governing authority members of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement Agreement, all of the foregoing being certified as true and correct by the Secretary or Assistant Secretary manager(s)/managing member(s), as applicable, of Purchaser; (2) a good standing certificate issued for Purchaser issued by the jurisdiction state of formation organization of Purchaser, dated within thirty (30) days of the Closing Date; (3) a good standing certificate for Purchaser evidencing Purchaser’s authority to do business in the State of New York issued by the State of New York (if not formed in the State of New York) , dated within thirty (30) days of the Closing Date; and (4) an incumbency certificate executed by the Secretary an officer or Assistant Secretary manager(s)/managing member(s), as applicable, of Purchaser with respect to those officers of Purchaser individuals executing any documents or instruments on behalf of Purchaser in connection with the transactions contemplated herein.