Common use of Seller Closing Deliveries Clause in Contracts

Seller Closing Deliveries. At each Closing, Seller shall deliver the following documents for each applicable Project, in the form reasonably satisfactory in form and substance to Seller, Buyer and, where applicable, the Title Insurer, properly executed and acknowledged as required: (i) The Deed or the Assignment of Membership Interest; (ii) A certification of non-foreign status in the form attached hereto as Exhibit K; (iii) Evidence reasonably satisfactory to the Title Insurer respecting the due organization of Seller, and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder; (iv) An affidavit of title or other affidavit customarily required of Seller by the Title Insurer to remove the standard mechanics’ liens and parties in possession exceptions from an owner’s title insurance policy and, if the Project will be acquired by an Assignment of Membership Interest, such instruments as may be reasonably required by the Title Insurer to issue a non-imputation endorsement; (v) A Closing Statement, prepared by Seller and agreed to by Buyer (the “Closing Statement”); (vi) An Assignment and Assumption Agreement assigning and transferring to Buyer all right, title and interest of Seller in and to the Leases for the Project (except for the GSA Leases), the Security Deposits, the Commission Agreements, the Service Contracts and other items and substantially in the form attached hereto as Exhibit G (the “Assignment”); (vii) Original tenant notification letters for each Tenant under a Lease in a form reasonably satisfactory to Seller and Buyer, except for the GSA Tenants, which shall be notified as part of the novation process; (viii) Such further instructions, documents and information, including, but not limited to a Form 1099-S, as Title Insurer may reasonably request as necessary to consummate the purchase and sale contemplated by this Agreement; (ix) Such transfer tax, certificate of value or other similar documents customarily required of sellers in the jurisdiction in which the Project is located; (x) If applicable, the original letter of credit and the instruments transferring the same to Buyer pursuant to Article 2(d)(iv); (xi) If the Project is located within a planned unit development governed by a declaration of covenants, conditions and restrictions (“CCRs”), Seller will use commercially reasonable efforts to obtain and deliver an estoppel certificate addressed to the Buyer, dated not earlier than thirty (30) days before the date of the Closing, from the declarant or property owners’ association having jurisdiction over the Project indicating that (i) no fees or assessments levied against the Project are unpaid, (ii) to the knowledge of the certifying party, the Project is not in violation of the CCRs and (iii) any right of first refusal or first offer under the CCRs has been waived with respect to the conveyance of the Project to the Buyer; (xii) A “bring down” certificate with respect to the representations and warranties of Seller set forth in Article 14(c); (xiii) A quitclaim xxxx of sale and general assignment transferring to the Buyer all right, title and interest of Seller in and to the Personal and Intangible Property and substantially in the form attached hereto as Exhibit M (the “Xxxx of Sale”); (xiv) The property manager’s counterpart of the Property Management Agreement in the form attached as Exhibit A to the Operating Agreement (“Management Agreement”); and (xv) Such other documents or instruments reasonably necessary to consummate the Closing. Notwithstanding anything to the contrary contained herein, in the event that Seller elects to effectuate a transfer of the entire ownership of a Project to the Buyer pursuant to Article 2(b), by an assignment of membership interest in an SPE in which Seller is the sole member, said transfer shall occur by the Assignment of Membership Interest in lieu of the Deed, the Assignment and the Xxxx of Sale.

Seller Closing Deliveries. At each Closingthe Closing and upon the terms and subject to the conditions set forth in this Agreement, Seller shall deliver the following documents for each applicable Project, in the form reasonably satisfactory in form and substance to Seller, Buyer and, where applicable, the Title Insurer, properly executed and acknowledged as requiredshall: (i) The Deed or deliver to Xxxxx duly executed assignments representing the Assignment of Membership InterestCompany Interests; (ii) A certification deliver to Buyer the following: (A) evidence of nontermination of all agreements (if any) regarding voting, transfer or other arrangements related to the Company Interests that are in effect prior to the Closing (other than any organizational document thereof or any Transaction Agreement) (in each case on terms and conditions reasonably satisfactory to Buyer); (B) evidence of the release of all Liens against Seller or the Company and its Subsidiaries related to the Company Interests and the assets of the Company and its Subsidiaries (including any Tax Liens and/or any applicable termination letters suitable for filing at the U.S. Patent and Trademark Office); and (C)(i) duly executed customary payoff letters in form and substance reasonably satisfactory to Buyer in respect of the Closing Indebtedness being repaid in full at the Closing from the third-foreign status party creditors listed on Schedule 1.4(b)(ii)(C) (the “Company Payoff Letters”) and (ii) evidence of the release of all obligations of the Company and its Subsidiaries under the 2025 Notes, the 2026 Notes, the Senior Secured Notes Indenture and the Unsecured Notes Indenture, in each case of clauses (i) and (ii), including copies of the related lien and guarantee releases, discharges and other required terminations in connection therewith (or commitment to release, if applicable) (such evidence shall include, without limitation and to the extent applicable, UCC-3 terminations, Intellectual Property security agreement terminations, account control agreement terminations, mortgage releases and landlord waiver terminations, which, in each case, drafts of each shall be provided to Buyer at least three (3) Business Days prior to Closing) of, in each case, in customary form and substance reasonably satisfactory to Buyer; (iii) deliver to Buyer evidence that the Supplemental Indentures have been executed and delivered by Xxxxxx and the Trustee, and remain in full force and effect; (iv) deliver to the Company all books and records (including Tax Returns) and other property of the Company in Seller’s possession or under Seller’s control; (v) deliver or cause to be delivered to Buyer a completed and executed IRS Form W-9 of Seller; (vi) deliver to Buyer, an Intellectual Property Assignment Agreement (the “Intellectual Property Assignment Agreement”) in the form attached hereto as Exhibit K; (iii) Evidence reasonably satisfactory to the Title Insurer respecting the due organization of SellerA, and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder; (iv) An affidavit of title or other affidavit customarily required of Seller by the Title Insurer to remove the standard mechanics’ liens and parties in possession exceptions from an owner’s title insurance policy and, if the Project will be acquired by an Assignment of Membership Interest, such instruments as may be reasonably required by the Title Insurer to issue a non-imputation endorsement; (v) A Closing Statement, prepared executed by Seller and agreed to by Buyer (the “Closing Statement”); (vi) An Assignment and Assumption Agreement assigning and transferring to Buyer all right, title and interest any of Seller in and to the Leases for the Project (except for the GSA Leases), the Security Deposits, the Commission Agreements, the Service Contracts and other items and substantially in the form attached hereto as Exhibit G (the “Assignment”)its applicable Subsidiaries; (vii) Original tenant notification letters for each Tenant under a Lease in a form reasonably satisfactory deliver to Seller and Buyer, except for the GSA Tenants, which shall be notified as part Buyer evidence of renewal of the novation process; (viii) Such further instructions, documents and information, including, but not limited to a Form 1099-S, as Title Insurer may reasonably request as necessary to consummate the purchase and sale contemplated by this Agreement; (ix) Such transfer tax, certificate of value Company’s or other similar documents customarily required of sellers in the jurisdiction in which the Project is located; (x) If applicable, the original letter of credit and the instruments transferring the same to Buyer pursuant to Article 2(d)(iv); (xi) If the Project is located within a planned unit development governed by a declaration of covenants, conditions and restrictions (“CCRs”), Seller will use commercially reasonable efforts to obtain and deliver an estoppel certificate addressed to the Buyer, dated not earlier than thirty (30) days before the date of the Closing, from the declarant or property ownersits Subsidiaries’ association having jurisdiction over the Project indicating that (i) no fees or assessments levied against the Project are unpaid, (ii) to the knowledge of the certifying party, the Project is not in violation of the CCRs and (iii) any right of first refusal or first offer under the CCRs has been waived with respect to the conveyance of the Project to the Buyer; (xii) A “bring down” certificate with respect to the representations and warranties of Seller agreements set forth in Article 14(c); (xiii) A quitclaim xxxx of sale and general assignment transferring to the Buyer all right, title and interest of Seller in and to the Personal and Intangible Property and substantially in the form attached hereto as Exhibit M (the “Xxxx of Sale”); (xiv) The property manager’s counterpart of the Property Management Agreement in the form attached as Exhibit A to the Operating Agreement (“Management Agreement”on Schedule 1.4(b)(vii); and (xvviii) Such other documents or instruments reasonably necessary deliver to consummate the Closing. Notwithstanding anything Buyer evidence of termination of agreements set forth on Schedule 1.4(b)(viii) without any further liability to the contrary contained herein, in the event that Seller elects to effectuate a transfer Company or any of the entire ownership of a Project to the Buyer pursuant to Article 2(b), by an assignment of membership interest in an SPE in which Seller is the sole member, said transfer shall occur by the Assignment of Membership Interest in lieu of the Deed, the Assignment and the Xxxx of Saleits Subsidiaries.

Seller Closing Deliveries. At each the Closing, Seller the Sellers shall deliver or cause to be delivered to Buyer all of the following documents for each applicable Project, in the form reasonably satisfactory in form and substance to Seller, Buyer and, where applicable, the Title Insurer, properly executed and acknowledged as requiredfollowing: (i) The Deed certificates representing the Shares, duly endorsed (or the Assignment of Membership Interestaccompanied by duly executed stock powers) for transfer to Buyer; (ii) A certification of non-foreign status an escrow agreement in the form attached hereto as Exhibit KA (the “Escrow Agreement”), executed by the Merrell Trust and the escrow agent set forth therein; (iii) Evidence reasonably satisfactory a pay-off letter (the “Pay-off Letter”), executed by the holders of the Closing Indebtedness Amount in a form acceptable to Buyer providing for, upon the payment of all outstanding amounts owed by any of the Company Entities to the Title Insurer respecting holders of the due organization Closing Indebtedness Amount at the Closing, the termination of Sellerall security interests held by such holders with respect to any of the Company Entities’ assets (including the authorization of the filing of all necessary UCC-1 termination statements and other necessary documentation in connection with the termination such security interests), and executed by the due authorization and execution by Seller holders of this Agreement and the documents required to be delivered hereunderClosing Indebtedness Amount; (iv) An affidavit a certificate of title or other affidavit customarily required good standing of Seller each of the Company Entities issued as of a recent date by the Title Insurer to remove Secretary of State of the standard mechanics’ liens and parties in possession exceptions from an owner’s title insurance policy and, if the Project will be acquired by an Assignment State of Membership Interest, such instruments as may be reasonably required by the Title Insurer to issue a non-imputation endorsementNew Mexico; (v) A Closing Statementa copy of the articles of incorporation of each of the Company Entities, prepared certified as a recent date by Seller and agreed to by Buyer (the “Closing Statement”)Secretary of State of the State of New Mexico; (vi) An Assignment written resignations, effective as of the Closing Date, of the officers and Assumption Agreement assigning and transferring to Buyer all right, title and interest directors of Seller in and to each of the Leases for the Project (except for the GSA Leases), the Security Deposits, the Commission Agreements, the Service Contracts and other items and substantially in the form attached hereto as Exhibit G (the “Assignment”)Company Entities requested by Buyer; (vii) Original tenant notification letters for each Tenant under a Lease in a form reasonably satisfactory to Seller true and Buyer, except for the GSA Tenants, which shall be notified as part complete minute books and records of the novation processCompany Entities; (viii) Such further instructionsevidence, documents in form and informationsubstance reasonably satisfactory to Buyer, including, but not limited to a Form 1099-S, as Title Insurer may reasonably request as necessary to consummate of the purchase and sale Tail Insurance policy contemplated by this AgreementSection 6.10; (ix) Such transfer tax, certificate of value or other similar documents customarily all required of sellers third-party consents and approvals set forth in the jurisdiction in which the Project is locatedSchedule 6.4(a); (x) If applicable, an affidavit by or on behalf of each Seller complying with the original letter requirements of credit and the instruments transferring the same Treasury Regulations Section 1.1445-2(b)(2) that is reasonably acceptable to Buyer pursuant to Article 2(d)(iv)Buyer; (xi) If a certificate of the Project is located within a planned unit development governed by a declaration trustees of covenantsthe ESOP certifying that, conditions and restrictions (“CCRs”), Seller will use commercially reasonable efforts to obtain and deliver an estoppel certificate addressed to the Buyer, dated not earlier than thirty (30) days before the date as of the Closing, from the declarant or property owners’ association having jurisdiction over ESOP trustee: (A) has duly authorized the Project indicating transactions related to the sale of the Company Shares held by the ESOP, (B) has determined that (i) no fees or assessments levied against the Project Independent ESOP Trustee has determined that the amounts transferred to the ESOP (following the consummation of the transaction) for the ESOP Shares is not less than the fair market value of such ESOP Shares, and the transactions contemplated by this Agreement, taken as a whole, are unpaidfair to the ESOP from a financial point of view, and (ii) the sale of the ESOP Shares contemplated by this Agreement will be for the exclusive purpose of providing benefits to participants and beneficiaries of the ESOP (following the consummation of the transaction), and (C) has taken all requisite actions (i) approving the consummation of the transactions contemplated by this Agreement, to the knowledge extent applicable, and (ii) as to the incumbency and signatures of the certifying party, the Project is not in violation trustees of the CCRs and (iii) any right of first refusal or first offer under ESOP executing documentation in connection with the CCRs has been waived with respect to the conveyance of the Project to the Buyertransactions contemplated hereby; (xii) A “bring down” certificate with respect to a copy of the representations and warranties of Seller set forth in Article 14(c)ESOP Fairness Opinion; (xiii) A quitclaim xxxx a copy of sale the resolutions of the Company’s board of directors (or similar governing body), certified by the secretary of the Company as having been duly and general assignment transferring to validly adopted and being in full force and effect, terminating the Buyer all right, title and interest of Seller in and to the Personal and Intangible Property and substantially in the form attached hereto as Exhibit M (the “Xxxx of Sale”);ESOP; and (xiv) The property manager’s counterpart such other deeds, bills of the Property Management Agreement sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Buyer, each in the form attached as Exhibit A and substance reasonably satisfactory to the Operating Agreement (“Management Agreement”); and (xv) Such other documents or instruments reasonably necessary to consummate the Closing. Notwithstanding anything to the contrary contained herein, in the event that Seller elects to effectuate a transfer of the entire ownership of a Project to the Buyer pursuant to Article 2(b), by an assignment of membership interest in an SPE in which Seller is the sole member, said transfer shall occur and executed by the Assignment of Membership Interest in lieu of Sellers and/or the DeedCompany, the Assignment and the Xxxx of Saleas applicable.

Seller Closing Deliveries. At each Prior to or at the Closing, Seller shall deliver deliver, or caused to be delivered, the following closing documents for each applicable Project, in the form reasonably satisfactory in form and substance reasonably acceptable to Buyer: (a) a certified copy of the resolutions of Seller’s board of directors and shareholders authorizing the execution and delivery of the Agreement and the consummation of the Contemplated Transactions; (b) a certificate of good standing of Seller, issued as of the most recent practicable date available prior to the Closing Date by the State Corporation Commission of the Commonwealth of Virginia; (c) copies of all consents, authorizations, and approvals that are listed on Schedule 4.4(a) hereto; (d) a certificate with respect to Section 1445 of the Code stating that Seller is not a foreign person as defined in said Section 1445 and applicable regulations thereunder; (e) the Bxxx of Sale, duly executed by Seller; (f) the Assignment and Assumption Agreement, duly executed by Seller; (g) the Deed, duly executed by Seller; (h) the Certificate of Satisfaction and the Pay-Off Letter, which Pay-off Letter will entitle Buyer andto file all UCC-3 termination statements needed to release any Liens on the Purchased Assets, where applicable, the Title Insurer, properly each duly executed and acknowledged as required:by Hopewell Investment; (i) The Deed or the Assignment of Membership InterestEscrow Agreement, duly executed by Seller; (iij) A certification of non-foreign status the Storage and Terminal Services Termination Agreement, duly executed by Seller; (k) the Funds Flow Memorandum, duly executed by Seller; (l) a release in substantially the form attached hereto as Exhibit KJ, duly executed by each Affiliate of Seller, evidencing that such Affiliate of Seller has released and discharged all amounts due and owing under intercompany indebtedness between Seller and such Affiliate; (iiim) Evidence all affidavits and other documents reasonably satisfactory required by Title Company to induce the Title Insurer respecting the due organization Company to issue its owner’s policy of Seller, and the due authorization and execution by Seller of this Agreement and the documents required title insurance to be delivered hereunderBuyer; (ivn) An affidavit of title or other affidavit customarily required of Seller vehicle titles, duly executed by the Title Insurer to remove the standard mechanics’ liens and parties Seller, in possession exceptions from an owner’s title insurance policy and, if the Project will be acquired by an Assignment of Membership Interest, such instruments as may be a form reasonably required by the Title Insurer to issue a non-imputation endorsement; (v) A Closing Statement, prepared by Seller and agreed to by Buyer (the “Closing Statement”); (vi) An Assignment and Assumption Agreement assigning and transferring acceptable to Buyer and Seller, transferring and assigning to Buyer’s Transportation Affiliate all right, title and interest of Seller in and to the Leases for the Project (Purchased Vehicles, free and clear of all Liens except for the GSA Leases), the Security Deposits, the Commission Agreements, the Service Contracts and other items and substantially in the form attached hereto as Exhibit G (the “Assignment”)Permitted Liens; (viio) Original tenant notification letters for each Tenant under a Lease in a form reasonably satisfactory to Seller and Buyer, except for the GSA Tenants, which shall be notified as part of the novation process; (viii) Such further instructions, documents and information, including, but not limited to a Form 1099-S, as Title Insurer may reasonably request as necessary to consummate the purchase and sale contemplated by this Agreement; (ix) Such transfer tax, certificate of value or other similar documents customarily required of sellers in the jurisdiction in which the Project is located; (x) If applicable, the original letter of credit and the instruments transferring the same to Buyer pursuant to Article 2(d)(iv); (xi) If the Project is located within a planned unit development governed by a declaration of covenants, conditions and restrictions (“CCRs”), Seller will use commercially reasonable efforts to obtain and deliver an estoppel certificate addressed to the Buyer, dated not earlier than thirty (30) days before the date of the Closing, from the declarant or property owners’ association having jurisdiction over the Project indicating evidence that (i) no fees or assessments levied against the Project are unpaideach employee of Seller has been terminated, and (ii) Seller has paid to the knowledge of the certifying party, the Project each employee who is not in violation a Transferred Employee an amount equal to one month’s compensation currently received by such employee as set forth on Schedule 6.3(d) opposite the name of the CCRs and (iii) any right of first refusal or first offer under the CCRs has been waived with respect to the conveyance of the Project to the Buyersuch employee; (xiip) A “bring down” certificate with respect to the representations and warranties of Seller set forth in Article 14(c)Consulting Agreement, duly executed by Consultant; (xiiiq) A quitclaim xxxx of sale all Books and general assignment transferring to the Buyer all right, title and interest of Seller in and to the Personal and Intangible Property and substantially in the form attached hereto as Exhibit M (the “Xxxx of Sale”)Records; (xivr) The property manager’s counterpart of such documentation as necessary to transfer the Property Management Agreement in the form attached as Exhibit A Permits set forth on Schedule 4.9(b) to Buyer to the Operating Agreement (“Management Agreement”)extent transferable or as may be necessary for Buyer to obtain its own Permits if not transferable; and (xvs) Such all such other documents documents, agreements, or instruments as shall be reasonably necessary requested by Buyer in connection with the Contemplated Transactions, or otherwise required to consummate be delivered by Seller prior to or at the Closing. Notwithstanding anything to the contrary contained herein, in the event that Seller elects to effectuate a transfer of the entire ownership of a Project to the Buyer Closing pursuant to Article 2(b), by an assignment of membership interest in an SPE in which Seller is the sole member, said transfer shall occur by the Assignment of Membership Interest in lieu of the Deed, the Assignment and the Xxxx of Salethis Agreement.

Seller Closing Deliveries. At each the Closing, the Seller Parties shall deliver deliver, or cause to be delivered, to the following documents Purchaser, the following: (a) instruments of assignment or other transfer documentation acceptable to the Purchaser, duly executed by the Seller, transferring to the Purchaser full record and beneficial ownership of the Subject Equity, free and clear of all Encumbrances; (b) the Strategic Development Agreement, duly executed by Xxxxxx; (c) a copy of the Company's articles of organization certified by the Delaware Secretary of State within 10 days of the Closing Date and a good standing certificate for the Company issued by the Delaware Secretary of State, and from the secretaries of state (or equivalent) of each applicable Projectother state in which the Company is qualified to conduct business, in each of which is dated within thirty (30) days of the form reasonably satisfactory Closing; (d) the Payoff Letters, if any, in form and substance reasonably satisfactory to Seller, Buyer and, where applicable, the Title Insurer, properly executed and acknowledged as required: (i) The Deed or the Assignment of Membership InterestPurchaser; (iie) A certification evidence, in form and substance reasonably satisfactory to the Purchaser, of the release of all Encumbrances on the Company or any of its assets, if any; (f) evidence, in form and substance reasonably satisfactory to the Purchaser, of receipt of the consents required by third parties and Government Entities listed on Schedule 3.5(b); (g) written resignations, in form and substance reasonably satisfactory to the Purchaser, of the officers, directors and managers of the Company, each of which is effective as of the Closing; (h) an affidavit of non-foreign status of the Seller, dated as of the Closing Date, in form and substance required under Section 1445 of the form attached hereto as Exhibit KCode and the Treasury Regulations thereunder such that Purchaser is exempt from withholding any portion of the Purchase Price; (iiii) Evidence reasonably satisfactory a manager's certificate of the Company, certifying to the Title Insurer respecting the due organization accuracy of Seller, and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder; (iv) An affidavit of title or other affidavit customarily required of Seller by the Title Insurer to remove the standard mechanics’ liens and parties in possession exceptions from an owner’s title insurance policy and, if the Project will be acquired by an Assignment of Membership Interest, such instruments as may be reasonably required by the Title Insurer to issue a non-imputation endorsement; (v) A Closing Statement, prepared by Seller and agreed to by Buyer (the “Closing Statement”); (vi) An Assignment and Assumption Agreement assigning and transferring to Buyer all right, title and interest of Seller in and to the Leases for the Project (except for the GSA Leases), the Security Deposits, the Commission Agreements, the Service Contracts and other items and substantially in the form attached hereto as Exhibit G (the “Assignment”); (vii) Original tenant notification letters for each Tenant under a Lease in a form reasonably satisfactory to Seller and Buyer, except for the GSA Tenants, which shall be notified as part of the novation process; (viii) Such further instructions, documents and information, including, but not limited to a Form 1099-S, as Title Insurer may reasonably request as necessary to consummate the purchase and sale contemplated by this Agreement; (ix) Such transfer tax, certificate of value or other similar documents customarily required of sellers in the jurisdiction in which the Project is located; (x) If applicable, the original letter of credit and the instruments transferring the same to Buyer pursuant to Article 2(d)(iv); (xi) If the Project is located within a planned unit development governed by a declaration of covenants, conditions and restrictions (“CCRs”), Seller will use commercially reasonable efforts to obtain and deliver an estoppel certificate addressed to the Buyer, dated not earlier than thirty (30) days before the date of the Closing, from the declarant or property owners’ association having jurisdiction over the Project indicating that (i) no fees or assessments levied against the Project are unpaidCompany's articles of organization, (ii) to the knowledge of the certifying partylimited liability company agreement, the Project is not in violation of the CCRs and (iii) any right of first refusal or first offer under the CCRs has been waived with respect to the conveyance incumbency of the Project officers and managers authorized to execute this Agreement and/or the Buyerother documents contemplated hereunder to which the Company is a party; (xiij) A “bring down” certificate such other documents as the Purchaser may reasonably request to demonstrate satisfaction of the conditions and compliance with respect to the representations and warranties of Seller agreements set forth in Article 14(c); (xiii) A quitclaim xxxx of sale and general assignment transferring to the Buyer all right, title and interest of Seller in and to the Personal and Intangible Property and substantially in the form attached hereto as Exhibit M (the “Xxxx of Sale”); (xiv) The property manager’s counterpart of the Property Management Agreement in the form attached as Exhibit A to the Operating Agreement (“Management Agreement”); and (xv) Such other documents or instruments reasonably necessary to consummate the Closing. Notwithstanding anything to the contrary contained herein, in the event that Seller elects to effectuate a transfer of the entire ownership of a Project to the Buyer pursuant to Article 2(b), by an assignment of membership interest in an SPE in which Seller is the sole member, said transfer shall occur by the Assignment of Membership Interest in lieu of the Deed, the Assignment and the Xxxx of SaleTransaction Documents.

Seller Closing Deliveries. At each the Closing, Seller shall deliver deliver, or cause to be delivered, to Purchaser the following documents for each applicable Project, (the “Seller Closing Deliveries”): (a) a duly executed Xxxx of Sale and Assignment and Assumption Agreement in the form reasonably satisfactory in form of Exhibit A hereto (the “Xxxx of Sale and substance Assignment and Assumption Agreement”), and Seller or its Subsidiaries shall deliver to Seller, Buyer and, where applicable, Purchaser or its assigns and all of the Title Insurer, properly executed Purchased Assets free and acknowledged as required: (i) The Deed or the Assignment clear of Membership Interestall Liens except for Permitted Exceptions; (iib) A certification of the Escrow Agreement, the Seller Master Services Agreement and the Purchaser Master Services Agreement; (c) a non-foreign status exclusive, royalty free license to use the SCORE system in the form attached hereto as Exhibit KD; (iiid) Evidence an officer’s certificate signed by an authorized officer of Seller’s parent company, Global Crossing Limited, a Bermuda company, reasonably satisfactory to Purchaser certifying that: (i) the Title Insurer respecting annual net revenue of the due organization Business, as adjusted for customer credits, as of SellerJanuary 31, 2005 was at least $[**] based on the annualized revenue for January 2005 and (ii) the due authorization Available Financial Data has been prepared in good faith based on the books and execution by Seller records of this Agreement and the documents required to be delivered hereunderBusiness; (ive) An affidavit of title or other affidavit customarily required of Seller the Management Fee under the Management Agreement, unless Purchaser elects to reduce the Purchase Price by the Title Insurer to remove Management Fee in accordance with Section 3.1 of the standard mechanics’ liens Management Agreement and parties in possession exceptions from an owner’s title insurance policy Section 9.3(a) hereof; and, if the Project will be acquired by an Assignment of Membership Interest, such instruments as may be reasonably required by the Title Insurer to issue a non-imputation endorsement; (vf) A Closing Statement, prepared by Seller and agreed to by Buyer (the “Closing Statement”); (vi) An Assignment and Assumption Agreement assigning and transferring to Buyer all right, title and interest cost of Seller in and to the Leases for the Project (except for the GSA Leases), the Security Deposits, the Commission Agreements, the Service Contracts and other items and substantially in the form attached hereto as Exhibit G (the “Assignment”); (vii) Original tenant notification letters for each Tenant under a Lease in a form reasonably satisfactory to Seller and Buyer, except for the GSA Tenants, which shall be notified as part of the novation process; (viii) Such further instructions, documents and information, including, but not limited to a Form 1099-S, as Title Insurer may reasonably request as necessary to consummate the purchase and sale contemplated by this Agreement; (ix) Such transfer tax, certificate of value or other similar documents customarily required of sellers in the jurisdiction in which the Project is located; (x) If applicable, the original letter of credit and the instruments transferring the same to Buyer pursuant to Article 2(d)(iv); (xi) If the Project is located within a planned unit development governed by a declaration of covenants, conditions and restrictions (“CCRs”), Seller will use commercially reasonable efforts to obtain and deliver an estoppel certificate addressed to the Buyer, dated not earlier than thirty (30) days before the date of the Closing, from the declarant or property owners’ association having jurisdiction over the Project indicating that (i) no fees or assessments levied against the Project are unpaid, (ii) to the knowledge of the certifying party, the Project is not in violation of the CCRs and (iii) any right of first refusal or first offer under the CCRs has been waived access reduction plans with respect to the conveyance of the Project to the Buyer; (xii) A “bring down” certificate with respect to the representations and warranties of Seller set forth in Article 14(c); (xiii) A quitclaim xxxx of sale and general assignment transferring to the Buyer all right, title and interest of Seller in and to the Personal and Intangible Property and substantially circuits included in the form attached hereto as Exhibit M (the “Xxxx of Sale”); (xiv) The property manager’s counterpart of the Property Management Agreement in the form attached as Exhibit A to the Operating Agreement (“Management Agreement”); and (xv) Such other documents or instruments reasonably necessary to consummate the Closing. Notwithstanding anything to the contrary contained hereinPurchased Assets, in form, substance and detail consistent with the event cost of access reduction plan for Atlanta heretofore provided by Seller to Purchaser, and reasonably satisfactory to Purchaser demonstrating that Seller elects Purchaser will have monthly cost of access of not more than $[**] after giving effect to effectuate a transfer disconnects to be made on or before of the entire ownership of a Project to the Buyer pursuant to Article 2(b)July 31, by an assignment of membership interest in an SPE in which Seller is the sole member, said transfer shall occur by the Assignment of Membership Interest in lieu of the Deed, the Assignment and the Xxxx of Sale2005.

Seller Closing Deliveries. At each Closing, Seller shall deliver (or cause to be delivered by Newco, Duke/Hulfish, Duke/Princeton or the applicable Subsidiaries) the following documents for each applicable Projectdocuments, in the form reasonably satisfactory in form and substance to SellerSeller and Buyer, Buyer and, where applicable, the Title Insurer, and properly executed and acknowledged as required: (i) The Deed or the Assignment Assignments of Subsidiary Membership InterestInterests; (ii) A certification of non-foreign status in the form attached hereto as Exhibit KDistribution Agreement; (iii) First Amended and Restated Newco Operating Agreement; (iv) Assignment of Seller’s Newco Interest; (v) Second Amended and Restated Newco Operating Agreement; (vi) Evidence reasonably satisfactory to the Title Insurer Buyer respecting the due organization of Seller, Seller and the due authorization and execution by Seller of this Agreement and and/or the documents required to be delivered hereunder; (ivvii) An affidavit of title or other affidavit customarily required of Seller an owner by the Title Insurer a title insurer to remove the standard mechanics’ liens and parties in possession exceptions from an owner’s title insurance policy and, if the Project will be acquired by an Assignment of Membership Interest, such instruments as may be reasonably required by the Title Insurer to issue a non-imputation endorsementpolicy; (vviii) A Closing Statement, prepared by Seller and agreed to by Buyer (the “Closing Statement”); (viix) An Assignment and Assumption Agreement assigning and transferring to Buyer all right, title and interest of Seller in and to the Leases for the Project (except for the GSA Leases), the Security Deposits, the Commission Agreements, the Service Contracts and other items and substantially in the form attached hereto as Exhibit G (the “Assignment”); (vii) Original tenant notification letters for each Tenant under a Lease in a form reasonably satisfactory to Seller and Buyer, except for the GSA Tenants, which shall be notified as part of the novation process; (viii) Such further instructions, documents and information, including, but not limited to a A Form 1099-S, as Title Insurer may reasonably request as necessary to consummate the purchase and sale contemplated by this Agreement; (ixx) Such transfer tax, certificate of value or other similar documents customarily required of sellers in the jurisdiction in which the Project is located; (x) If applicable, the original letter of credit and the instruments transferring the same to Buyer pursuant to Article 2(d)(iv); (xi) If the Project is located within a planned unit development governed by a declaration of covenants, conditions and restrictions (“CCRs”), Seller will use commercially reasonable efforts to obtain and deliver an estoppel certificate addressed to the Buyer, dated not earlier than thirty (30) days before the date of the Closing, from the declarant or property owners’ association having jurisdiction over the Project indicating that (i) no fees or assessments levied against the Project are unpaid, (ii) to the knowledge of the certifying party, the Project is not in violation of the CCRs and (iii) any right of first refusal or first offer under the CCRs has been waived with respect to the conveyance of the Project to the Buyer; (xii) A “bring down” certificate with respect to the representations and warranties of Seller set forth in Article 14(c); (xii) Amended Covenant Not to Solicit; (xiii) A quitclaim xxxx of sale and general assignment transferring to the Buyer all right, title and interest of Seller in and to the Personal and Intangible Property and substantially in the form attached hereto as Exhibit M (the “Xxxx of Sale”);Amended QFPDA (xiv) The property manager’s counterpart of the Property Management Agreement in the form attached as Exhibit A to the Duke/Hulfish Operating Agreement (“Management Agreement”); andAmendment; (xv) Such other documents or instruments as are reasonably necessary to consummate the Closing. Notwithstanding anything ; (xvi) All keys, plans, specifications or other personal property relating to the contrary contained herein, in the event that Seller elects to effectuate a transfer of the entire ownership of a Project to the Buyer pursuant to Article 2(b), by an assignment of membership interest in an SPE in which Seller is the sole member, said transfer shall occur by the Assignment of Membership Interest in lieu of the Deed, the Assignment Projects within Seller’s possession or control; and (xvii) The Amended and the Xxxx of SaleRestated Subsidiary Operating Agreements.

Seller Closing Deliveries. At No later than 1 Business Day prior to the Closing Date, each ClosingSeller shall, with respect to each Property to be conveyed by such Seller shall hereunder, deliver to Escrow Agent, each of the following documents for each applicable Project, items: 5.2.1 Limited Warranty Deed (the "Deed") in the form reasonably satisfactory attached as Exhibit B-1 to Purchaser, or for any Property to which title vested in Seller pursuant to a quit claim deed (or other form and substance of deed without warranties), provided Title Insurer is willing to Sellerinsure the Purchaser for such Property, Buyer anda quit claim deed from Seller to Purchaser in the form attached as Exhibit B-2, where applicable, in each case subject to the Title Insurer, properly executed and acknowledged Permitted Exceptions. 5.2.2 A Xxxx of Sale in the form attached as required:Exhibit C. 5.2.3 A General Assignment in the form attached as Exhibit D (i) The Deed or the "General Assignment"). 5.2.4 An Assignment of Membership Interest;Leases and Security Deposits in the form attached as Exhibit E (the "Leases Assignment"). (ii) 5.2.5 A certification of non-foreign status letter in the form attached hereto as Exhibit K;F prepared and addressed by Purchaser and countersigned by such Seller to each of the vendors under the Terminated Contracts informing them of the termination of such Terminated Contract as of the Closing Date (subject to any delay in the effectiveness of such termination pursuant to the express terms of each applicable Terminated Contract) (the "Vendor Terminations"). (iii) Evidence 5.2.6 The applicable Seller’s closing statement. 5.2.7 A title affidavit or an indemnity form reasonably satisfactory acceptable to such Seller, which is sufficient to enable Title Insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued pursuant to the Title Insurer respecting Commitment. 5.2.8 A certification of such Seller's non-foreign status pursuant to Section 1445 of the due organization Internal Revenue Code of Seller1986, as amended. 5.2.9 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing such Seller's authority to consummate this transaction. 5.2.10 Updated Rent Rolls from each Seller effective as of a date no more than 3 Business Days prior to the due authorization Closing Date, in both hard copy and execution by in each Seller's electronic format; provided, however, that the content of such updated Rent Rolls shall in no event expand or modify the conditions to Purchaser's obligation to close as specified under Section 8.1. 5.2.11 Updated Property Contracts Lists from each Seller effective as of this Agreement and a date no more than 3 Business Days prior to the documents required Closing Date; provided, however, that the content of such updated Property Contracts Lists shall in no event expand or modify the conditions to be delivered hereunder;Purchaser's obligation to close as specified under Section 8.1. (iv) An affidavit of title or other affidavit customarily required of Seller 5.2.12 [Intentionally omitted.] 5.2.13 A Sales Information Disclosure Form in the form promulgated by the Title Insurer Indiana Department of Revenue executed by each Seller. 5.2.14 Notification letters to remove the standard mechanics’ liens and parties in possession exceptions from an owner’s title insurance policy and, if the Project will be acquired by an Assignment of Membership Interest, all Tenants at such instruments as may be reasonably required by the Title Insurer to issue a non-imputation endorsement; (v) A Closing Statement, Property prepared by Seller and agreed to by Buyer (the “Closing Statement”); (vi) An Assignment and Assumption Agreement assigning and transferring to Buyer all right, title and interest of Seller in and to the Leases for the Project (except for the GSA Leases), the Security Deposits, the Commission Agreements, the Service Contracts and other items and substantially Purchaser in the form attached hereto as Exhibit G (the “Assignment”); (vii) Original tenant notification letters for and executed by each Tenant under a Lease in a form reasonably satisfactory to Seller and Buyer, except for the GSA Tenants, which shall be notified as part of the novation process; (viii) Such further instructions, documents and information, including, but not limited to a Form 1099-S, as Title Insurer may reasonably request as necessary to consummate the purchase and sale contemplated by this Agreement; (ix) Such transfer tax, certificate of value or other similar documents customarily required of sellers in the jurisdiction in which the Project is located; (x) If applicable, the original letter of credit and the instruments transferring the same to Buyer pursuant to Article 2(d)(iv); (xi) If the Project is located within a planned unit development governed by a declaration of covenants, conditions and restrictions (“CCRs”), Seller will use commercially reasonable efforts to obtain and deliver an estoppel certificate addressed to the Buyer, dated not earlier than thirty (30) days before the date of the Closing, from the declarant or property owners’ association having jurisdiction over the Project indicating that (i) no fees or assessments levied against the Project are unpaid, (ii) to the knowledge of the certifying party, the Project is not in violation of the CCRs and (iii) any right of first refusal or first offer under the CCRs has been waived with respect to the conveyance of the Project to the Buyer; (xii) A “bring down” certificate with respect to the representations and warranties of Seller set forth in Article 14(c); (xiii) A quitclaim xxxx of sale and general assignment transferring to the Buyer all right, title and interest of Seller in and to the Personal and Intangible Property and substantially in the form attached hereto as Exhibit M (the “Xxxx of Sale”); (xiv) The property manager’s counterpart of the Property Management Agreement in the form attached as Exhibit A to the Operating Agreement (“Management Agreement”); and (xv) Such other documents or instruments reasonably necessary to consummate the Closing. Notwithstanding anything to the contrary contained herein, in the event that Seller elects to effectuate a transfer of the entire ownership of a Project to the Buyer pursuant to Article 2(b), by an assignment of membership interest in an SPE in which Seller is the sole member, said transfer shall occur by the Assignment of Membership Interest in lieu of the Deed, the Assignment and the Xxxx of Saleapplicable Seller.

Seller Closing Deliveries. At each the Closing, Seller shall deliver the following documents for each applicable Project, in the form reasonably satisfactory in form and substance or cause to Seller, Buyer and, where applicable, the Title Insurer, properly executed and acknowledged as requiredbe delivered to Purchaser: (i) The Deed payoff letters and Xxxx discharges from all financial institutions (or the Assignment applicable agent, trustee or other Representative on behalf of Membership Interestsuch Persons) to which any Indebtedness of any Company is owed (collectively, the “Payoff Letters”), as set forth on Schedule 3.15 of the Company Disclosure Schedule, (A) setting forth all amounts (including principal and accrued but unpaid interest) necessary to be paid to repay in full any such amounts through the Closing Date, (B) providing that, upon payment in full of such amounts, all obligations owed to such holder with respect to such amounts are satisfied and released in their entirety, and (C) providing that upon payment in full of such amounts, all Liens and other collateral securing such amounts are terminated and released; (ii) A certification certificates from authorized officers of non-foreign status in each Company attaching and certifying, as of the form attached hereto Closing Date, (A) the Organizational Documents of each Company and (B) the incumbency, names, and signatures of the directors or managers (as Exhibit Kthe case may be) and officers of the Companies; (iii) Evidence reasonably satisfactory to a certificate, signed by a duly authorized officer of Seller and dated as of the Title Insurer respecting Closing Date, certifying that the due organization of Seller, conditions set forth in Section 6.2(a) and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunderSection 6.2(b) have been satisfied; (iv) An affidavit resignations of title all directors or other affidavit customarily required managers (as the case may be) and officers, in each case as such, of Seller by the Title Insurer to remove the standard mechanics’ liens and parties in possession exceptions from an owner’s title insurance policy andeach Company, if the Project will be acquired by an Assignment of Membership Interest, such instruments as may be reasonably required requested by the Title Insurer Purchaser at least five (5) Business Days prior to issue a non-imputation endorsementClosing; (v) A Closing Statementfrom each Holding Company an Internal Revenue Service Form W-9, prepared duly completed and executed by Seller and agreed to by Buyer such Holding Company (or, if such Holding Company is treated as an entity disregarded as separate from another Person for U.S. federal income tax purposes, the “Closing Statement”Person that is treated as its regarded owner for such purposes); (vi) An Assignment and Assumption Agreement assigning and transferring assignments of the Company Interests for each Company to Buyer all right, title and interest of Seller in and to the Leases for the Project (except for the GSA Leases), the Security Deposits, the Commission Agreements, the Service Contracts and other items and substantially Purchaser in the form of Exhibit B attached hereto as Exhibit G (the “AssignmentAssignment of Membership Interests”);, duly executed by each Holding Company with respect to the Company Interests held by such Holding Company; and (vii) Original tenant notification transaction invoices or pay-off letters for each Tenant under a Lease in a form reasonably satisfactory to Seller and Buyer, except for the GSA Tenants, which shall be notified as part of the novation process; (viii) Such further instructions, documents and information, including, but not limited to a Form 1099-S, as Title Insurer may reasonably request as necessary to consummate the purchase and sale contemplated by this Agreement; (ix) Such transfer tax, certificate of value or other similar documents customarily required of sellers in the jurisdiction in which the Project is located; (x) If applicable, the original letter of credit and the instruments transferring the same to Buyer pursuant to Article 2(d)(iv); (xi) If the Project is located within a planned unit development governed by a declaration of covenants, conditions and restrictions (“CCRs”), Seller will use commercially reasonable efforts to obtain and deliver an estoppel certificate addressed to the Buyer, dated not earlier than thirty (30) days before the date of the Closing, from the declarant or property owners’ association having jurisdiction over the Project indicating that (i) no fees or assessments levied against the Project are unpaid, (ii) to the knowledge of the certifying party, the Project is not in violation of the CCRs and (iii) any right of first refusal or first offer under the CCRs has been waived with respect to the conveyance of the Project to the Buyer; (xii) A “bring down” certificate with respect to the representations and warranties of Seller set forth in Article 14(c); (xiii) A quitclaim xxxx of sale and general assignment transferring to the Buyer all right, title and interest of Seller in and to the Personal and Intangible Property and substantially in the form attached hereto as Exhibit M (the “Xxxx of Sale”); (xiv) The property manager’s counterpart of the Property Management Agreement in the form attached as Exhibit A to the Operating Agreement (“Management Agreement”); and (xv) Such other documents or instruments reasonably necessary to consummate the Closing. Notwithstanding anything to the contrary contained herein, in the event that Seller elects to effectuate a transfer of the entire ownership of a Project to the Buyer pursuant to Article 2(b), by an assignment of membership interest in an SPE in which Seller is the sole member, said transfer shall occur by the Assignment of Membership Interest in lieu of the Deed, the Assignment and the Xxxx of SaleCompany Transaction Expenses.

Seller Closing Deliveries. At each ClosingNo later than one (1) Business Day prior to the Closing Date (other than the signature page to the closing statement, which is to be delivered on the Closing Date), Seller shall deliver to Escrow Agent, each of the following documents for each applicable Projectitems, as applicable: 5.2.1 An assignment of the Transferred REIT Interests (UTI) (the “Common REIT Interests Assignment”) in the form reasonably satisfactory in form and substance attached as Exhibit B from Seller to SellerPurchaser, Buyer andsubject to the Entity Exceptions. 5.2.2 An amendment to the Property Owner LLC Agreement (“Property Owner LLC Agreement Amendment”), where applicablewhich Seller shall cause to be executed by Mezzanine Company, the Title Insurer, properly executed and acknowledged as required: (i) The Deed or the Assignment of Membership Interest; (ii) A certification of non-foreign status in the form attached hereto as Exhibit K;E. 5.2.3 [Omitted] 5.2.4 Seller’s signature to the closing statement prepared by the Escrow Agent. 5.2.5 Resolutions, certificates of good standing, and such other organizational documents as Title Insurer shall reasonably require evidencing Seller’s authority to consummate this transaction. 5.2.6 Such disclosures and reports as are required by applicable federal, state and local laws in connection with the conveyance of the Transferred REIT Interests (UTI). 5.2.7 An opinion of Xxxxxx Xxxxxx Xxxxxxxx LLP, outside counsel for the Targets, dated the Closing Date with respect to the REIT’s qualification as a real estate investment trust within the meaning of Section 856 of the Code, with the form of the opinion and accompanying certificate attached hereto as Exhibit C. 5.2.8 Any additional documents that Escrow Agent may reasonably require from Seller for the proper consummation of the transactions contemplated by this Contract. (iiia) Evidence reasonably satisfactory If and to the Title Insurer respecting the due organization of Seller, and the due authorization and execution by Seller of this Agreement and the documents required to be delivered hereunder; (iv) An affidavit of title or other affidavit customarily required of Seller by the Title Insurer to remove the standard mechanics’ liens and parties in possession exceptions from an owner’s title insurance policy and, if the Project will be acquired by an Assignment of Membership Interest, such instruments as may be reasonably extent required by the Title Insurer in order to issue close the transaction, a properly completed and duly executed IRS Form W-9 from Seller certifying as to Seller’s status as a U.S. person within the meaning of Section 7701(a)(30) of the Code, and (b) certificates of Seller respecting the “non-imputation endorsement; (v) A Closing Statement, prepared by Seller and agreed to by Buyer (the “Closing Statement”); (vi) An Assignment and Assumption Agreement assigning and transferring to Buyer all right, title and interest foreign” status of Seller in the form set forth in Exhibit D attached hereto and to the Leases for the Project (except for the GSA Leases), the Security Deposits, the Commission Agreements, the Service Contracts and incorporated herein. 5.2.10 Such other items and substantially instruments as are customarily executed in the form attached hereto as Exhibit G (jurisdiction where the “Assignment”); (vii) Original tenant notification letters for each Tenant under a Lease in a form reasonably satisfactory Property is located to Seller and Buyer, except for effectuate the GSA Tenants, which shall be notified as part consummation of the novation process; (viii) Such further instructions, documents and information, including, but not limited to a Form 1099-S, as Title Insurer may reasonably request as necessary to consummate the purchase and sale transactions contemplated by this Agreement; (ix) Such transfer tax, certificate of value Contract or other similar documents customarily required of sellers in the jurisdiction in which the Project is located; (x) If applicable, the original letter of credit and the instruments transferring the same to Buyer pursuant to Article 2(d)(iv); (xi) If the Project is located within a planned unit development governed as may otherwise be reasonably requested by a declaration of covenants, conditions and restrictions (“CCRs”), Seller will use commercially reasonable efforts to obtain and deliver an estoppel certificate addressed to the Buyer, dated not earlier than thirty (30) days before the date of the Closing, from the declarant or property owners’ association having jurisdiction over the Project indicating that (i) no fees or assessments levied against the Project are unpaid, (ii) to the knowledge of the certifying party, the Project is not in violation of the CCRs and (iii) any right of first refusal or first offer under the CCRs has been waived with respect to the conveyance of the Project to the Buyer; (xii) A “bring down” certificate with respect to the representations and warranties of Seller set forth in Article 14(c); (xiii) A quitclaim xxxx of sale and general assignment transferring to the Buyer all right, title and interest of Seller in and to the Personal and Intangible Property and substantially in the form attached hereto as Exhibit M (the “Xxxx of Sale”); (xiv) The property manager’s counterpart of the Property Management Agreement in the form attached as Exhibit A to the Operating Agreement (“Management Agreement”); and (xv) Such other documents or instruments reasonably necessary to consummate the Closing. Notwithstanding anything to the contrary contained herein, in the event that Seller elects to effectuate a transfer of the entire ownership of a Project to the Buyer pursuant to Article 2(b), by an assignment of membership interest in an SPE in which Seller is the sole member, said transfer shall occur by the Assignment of Membership Interest in lieu of the Deed, the Assignment and the Xxxx of SalePurchaser.

Seller Closing Deliveries. At each the Closing, Seller shall deliver the following documents for each applicable Projectdeliver, in the form reasonably satisfactory in form and substance or cause to Sellerbe delivered, Buyer and, where applicable, the Title Insurer, properly executed and acknowledged as requiredto Buyer: (i) The Deed certificates representing the Express Shares and Fleet Shares, in each case, free and clear of any Liens, other than Permitted Equity Liens, which certificates shall be duly endorsed in blank (or the Assignment of Membership Interestaccompanied by duly executed stock powers); (ii) A certification instruments of nontransfer, in a form and substance reasonably acceptable to Buyer, evidencing the transfer and assignment of the Bear Paw Interests, NTI Interests and Transportation Interests, together with any other documents that are reasonably necessary to transfer to Buyer title to the Bear Paw Interests, NTI Interests and Transportation Interests, in each case, free and clear of any Liens, other than Permitted Equity Liens; (iii) a copy of each Third-foreign status Person Consent and Authorization set forth in Section 3.2(a)(iii) of the Seller Disclosure Schedules, to the extent actually received by Seller prior to Closing, each of which shall be in full force and effect; (iv) a copy of the Transition Services Agreement in the form attached hereto as Exhibit KD, (the “Transition Services Agreement”), duly executed by Seller; (iiiv) Evidence a copy of the Fuel Supply Agreement in the form attached hereto as Exhibit E (the “Fuel Supply Agreement”), duly executed by Seller; (vi) copies of payoff letters in a form reasonably satisfactory acceptable to Buyer, duly executed by each of the Title Insurer respecting holders of the due organization Revolver and the NTI Indebtedness acknowledging payment in full and fulfillment of all obligations thereunder of such Indebtedness as of the receipt of the Revolver Payoff Amount and the NTI Payoff Amount, respectively, on the Closing Date; (vii) the certificates referred to in Section 8.3(g); (viii) copies of the resolutions of the board of directors of Seller, certified as being correct and complete and then in full force and effect, authorizing the due authorization and execution by Seller of this Agreement and the documents required Related Agreements to be delivered hereunder; (iv) An affidavit of title or other affidavit customarily required of which Seller by is a party and the Title Insurer to remove the standard mechanics’ liens and parties in possession exceptions from an owner’s title insurance policy and, if the Project will be acquired by an Assignment of Membership Interest, such instruments as may be reasonably required by the Title Insurer to issue a non-imputation endorsement; (v) A Closing Statement, prepared consummation by Seller and agreed to by Buyer (the “Closing Statement”); (vi) An Assignment and Assumption Agreement assigning and transferring to Buyer all right, title and interest of Seller in and to the Leases for the Project (except for the GSA Leases), the Security Deposits, the Commission Agreements, the Service Contracts and other items and substantially in the form attached hereto as Exhibit G (the “Assignment”); (vii) Original tenant notification letters for each Tenant under a Lease in a form reasonably satisfactory to Seller and Buyer, except for the GSA Tenants, which shall be notified as part of the novation process; (viii) Such further instructions, documents and information, including, but not limited to a Form 1099-S, as Title Insurer may reasonably request as necessary to consummate the purchase and sale contemplated by this AgreementContemplated Transactions; (ix) Such transfer taxan incumbency certificate, certificate duly executed by an authorized officer of value Seller, attesting to the due appointment and authorization of individuals signing this Agreement on behalf of Seller, any agreement contemplated hereby or other similar documents customarily required of sellers in any agreement related to the jurisdiction in which the Project is located; Contemplated Transactions; (x) If applicablea certificate, in form and substance as required under Section 1445 of the original letter of credit Code and the instruments transferring the same to Buyer pursuant to Article 2(d)(iv); (xi) If the Project is located within a planned unit development governed by a declaration of covenantstreasury regulations promulgated thereunder, conditions and restrictions (“CCRs”), stating that Seller will use commercially reasonable efforts to obtain and deliver an estoppel certificate addressed to the Buyer, dated not earlier than thirty (30) days before the date of the Closing, from the declarant or property owners’ association having jurisdiction over the Project indicating that (i) no fees or assessments levied against the Project are unpaid, (ii) to the knowledge of the certifying party, the Project is not in violation of the CCRs and (iii) any right of first refusal or first offer under the CCRs has been waived with respect to the conveyance of the Project to the Buyera foreign person; (xii) A “bring down” certificate with respect to the representations and warranties of Seller set forth in Article 14(c); (xiii) A quitclaim xxxx of sale and general assignment transferring to the Buyer all right, title and interest of Seller in and to the Personal and Intangible Property and substantially in the form attached hereto as Exhibit M (the “Xxxx of Sale”); (xiv) The property manager’s counterpart of the Property Management Agreement in the form attached as Exhibit A to the Operating Agreement (“Management Agreement”); and (xv) Such other documents or instruments reasonably necessary to consummate the Closing. Notwithstanding anything to the contrary contained herein, in the event that Seller elects to effectuate a transfer of the entire ownership of a Project to the Buyer pursuant to Article 2(b), by an assignment of membership interest in an SPE in which Seller is the sole member, said transfer shall occur by the Assignment of Membership Interest in lieu of the Deed, the Assignment and the Xxxx of Sale.