Common use of Seller Deliveries Clause in Contracts

Seller Deliveries. On or prior to the Closing Date, Seller shall deliver to Escrow Agent the following: 7.2.1. A special warranty deed (the “Deed”) to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form attached hereto as Exhibit E. 7.2.2. A xxxx of sale for the Personalty from Seller, substantially in the form attached hereto as Exhibit F, duly executed by Seller. 7.2.3. An assignment and assumption of Leases, Contracts and Security Deposits (the “Assignment and Assumption of Leases, Contracts and Security Deposits”) from Seller, substantially in the form attached hereto as Exhibit G, duly executed by Seller. 7.2.4. An assignment of the Intangible Property (the “Assignment of Intangible Property”) from Seller, substantially in the form attached hereto as Exhibit H, duly executed by Seller. 7.2.5. A notice to tenants (the “Tenant Notice Letter”) from Seller advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing, substantially in the form attached hereto as Exhibit I, duly executed by Seller. 7.2.6. An owner’s affidavit and, if requested by Buyer’s title insurer, a gap indemnity agreement reasonably acceptable to Seller, sufficient for the Buyer’s title insurer to issue, without extra charge, an owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenants) prior to Closing, or for rights of parties in possession other than pursuant to the Leases, or for defects, liens or encumbrances which might arise in the period between the date and time of the last title update respecting the Property and the earlier of (x) the date and time of recordation of the Deed, and (y) the date which is five (5) days following the Closing. 7.2.7. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended, in the form of Exhibit J, duly executed by Seller. 7.2.8. A certification by Seller substantially in the form attached hereto as Exhibit K that all representations and warranties made by Seller in Article 3 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate. 7.2.9. An assignment of Ground Lease (the “Assignment of Ground Lease”) from Seller, substantially in the form attached hereto as Exhibit L, duly executed by Seller. 7.2.10. An assignment of Parking Lease (the “Assignment of Parking Lease”) from Seller, substantially in the form attached hereto as Exhibit M, duly executed by Seller. 7.2.11. An assignment of Equipment Lease (the “Assignment of Equipment Lease”) from Seller, substantially in the form attached hereto as Exhibit N, duly executed by Seller. 7.2.12. Keys or combinations to all locks at the Property, to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.9. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.13. Originals of the Leases and copies of lease files at the Real Property, and originals of any Assumed Contracts (except the Proprietary Materials), in each case to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.10. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.14. A Ground Lessor Estoppel Certificate from Ground Lessor and Seller, substantially in the form attached hereto as Exhibit O; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder 7.2.15. A Parking Lease Estoppel Certificate from parking lessee and Seller, substantially in the form attached hereto as Exhibit P; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder. 7.2.16. Original letters of credit along with appropriate transfer forms and any fees associated therewith. 7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby. 7.2.18. A current certified rent roll for the Property. 7.2.19. Such documents and instruments as are necessary or reasonably required by Buyer or the title insurer to evidence the authority of Seller and its signatories to execute the instruments to be executed by Seller in connection with the transactions contemplated herein, and evidence that the execution of such instruments is the official act and deed of Seller.

Seller Deliveries. On or prior to the Closing DateAt Closing, Seller shall deliver to Buyer, through the escrow administered by Escrow Agent Agent, the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same: 7.2.1. A special warranty deed (the “Deed”) Special Warranty Deed to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form attached hereto as of Exhibit E.F. 7.2.2. A xxxx of sale for the Personalty from Seller, substantially in the form attached hereto as of Exhibit FG, duly executed by Seller. 7.2.3. An assignment and assumption of Leases, Contracts and Security Deposits (the “Assignment and Assumption of Leases, Contracts and Security Deposits”) Leases from Seller, substantially in the form attached hereto as of Exhibit GH, duly executed by Seller. 7.2.4. An assignment of the Intangible Property (the “Assignment of Intangible Property”) Warranties and Permits from Seller, substantially in the form attached hereto as of Exhibit HI, duly executed by Seller. 7.2.5. An Assignment and Assumption of Contracts, relating to the Contracts from Seller, substantially in the form of Exhibit J, duly executed by Seller. 7.2.6. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession or reasonable control and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements; which may be delivered by being left at the Property or property managers office. 7.2.7. Originals or copies of the Leases, records, Contracts, warranties, other materials identified in the Exhibits hereto or as part of the Property and all other non-confidential and nonproprietary books, records and files, maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property; which may be delivered by being left at the Property or property managers office. 7.2.8. A notice to tenants (the “Tenant Notice Letter”) from Seller tenant, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing. 7.2.9. A tenant estoppel certificate, substantially in the form substance for each of the two tenants attached hereto as Exhibit IK, duly executed by Sellersuch tenants at the Property (the “Estoppel Certificate Requirement”); provided the failure of Seller to deliver such tenant estoppel certificates shall constitute a failure of a condition to Buyer’s obligation to Close but shall not constitute a Seller default. The tenant estoppel certificates shall not be deemed unsatisfactory merely because the tenant qualifies any statement or certification therein by a “knowledge” standard or similar provision. The Estoppel Certificate Requirement will not be considered satisfied if the tenant asserts: current claims, offsets or defenses in favor of tenant, uncured landlord defaults, tenant rights or landlord obligations not set forth in the Lease, any leases or other agreements with Seller not delivered to Buyer, or other such material adverse matters. Tenant improvement allowance which is disclosed in the Leases, is not yet due and has not yet been advanced will not constitute a failure of the Estoppel Certificate Requirement. 7.2.67.2.10. An owner’s affidavit and, if requested by Buyer’s title insurer, a gap Such affidavits or letters of indemnity agreement as the Title Insurer shall reasonably acceptable to Seller, sufficient for the Buyer’s title insurer require in order to issue, without extra charge, an owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenantstenant) prior to Closing, or for rights of parties in possession other than pursuant to the Leases. Seller will also provide to the Title Insurer a so-called gap indemnity for matters recorded by, through or for defects, liens or encumbrances which might arise in the period under Seller between the date last rundown of title prior to Closing and a reasonable period of time of the last title update respecting the Property thereafter, in form reasonably acceptable to Seller and the earlier of (x) the date and time of recordation of the Deed, and (y) the date which is five (5) days following the ClosingTitle Insurer. 7.2.77.2.11. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended, in the form of Exhibit J, duly executed by Seller. 7.2.87.2.12. A certification by Seller substantially in the form attached hereto as Exhibit K that all representations and warranties made by Seller in Article Sections 3 and 14 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate. 7.2.97.2.13. An assignment of Ground Lease (the “Assignment of Ground Lease”) from A settlement statement in form and substance acceptable to Seller, substantially in the form attached hereto as Exhibit L, duly executed by Seller. 7.2.10. An assignment of Parking Lease (the “Assignment of Parking Lease”) from Seller, substantially in the form attached hereto as Exhibit M, duly executed by Seller. 7.2.11. An assignment of Equipment Lease (the “Assignment of Equipment Lease”) from Seller, substantially in the form attached hereto as Exhibit N, duly executed by Seller. 7.2.12. Keys or combinations to all locks at the Property, to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.9. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.13. Originals of the Leases and copies of lease files at the Real Property, and originals of any Assumed Contracts (except the Proprietary Materials), in each case to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.10. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.14. A Ground Lessor Estoppel Certificate from Ground Lessor and Seller, substantially in the form attached hereto as Exhibit O; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder 7.2.15. A Parking Lease Estoppel Certificate from parking lessee and Seller, substantially in the form attached hereto as Exhibit P; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder. 7.2.16. Original letters of credit along with appropriate transfer forms and any fees associated therewith. 7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby, including any applicable state tax disclosures or statements or withholding certificates. 7.2.18. A current certified rent roll for the Property. 7.2.19. Such documents and instruments as are necessary or reasonably required by Buyer or the title insurer to evidence the authority of Seller and its signatories to execute the instruments to be executed by Seller in connection with the transactions contemplated herein, and evidence that the execution of such instruments is the official act and deed of Seller.

Seller Deliveries. On or prior to the Closing Date, Seller shall deliver to Escrow Agent the following: 7.2.1. A special limited warranty deed (the “"Deed”") to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form attached hereto as Exhibit E. 7.2.2. A xxxx of sale for the Personalty from Seller, substantially in the form attached hereto as Exhibit F, duly executed by Seller. 7.2.3. An assignment and assumption of Leases, Contracts and Security Deposits (the “"Assignment and Assumption of Leases, Contracts and Security Deposits”") from Seller, substantially in the form attached hereto as Exhibit G, duly executed by Seller. 7.2.4. An assignment of the Intangible Property (the “Assignment of Intangible Property”) from Seller, substantially in the form attached hereto as Exhibit H, duly executed by Seller. 7.2.5. A notice to tenants (the “Tenant Notice Letter”) from Seller and Master Lease Tenant advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing, substantially in the form attached hereto as Exhibit I, duly executed by Seller. The “Master Lease” is that certain November 9, 2006 Amended and Restated Master Lease Agreement by and between Seller, as landlord, and FSP South Tenth Street LLC, as tenant (“Master Lease Tenant”). 7.2.6. An owner’s 's affidavit and, if requested by Buyer’s title insurer, a gap indemnity agreement reasonably acceptable to Seller, sufficient for the Buyer’s title insurer to issue, without extra charge, an owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenants) prior to Closing, or for rights of parties in possession other than pursuant to the Leases, or for defects, liens or encumbrances which might arise in the period between the date and time of the last title update respecting the Property and the earlier of (x) the date and time of recordation of the Deed, and (y) the date which is five (5) days following the Closing. 7.2.7. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended, in the form of Exhibit J, duly executed by Seller. 7.2.8. A certification by Seller substantially in the form attached hereto as Exhibit K that all representations and warranties made by Seller in Article 3 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate. 7.2.9. An assignment of Ground Lease (the “Assignment of Ground Lease”) from Seller, substantially in the form attached hereto as Exhibit L, duly executed by Seller. 7.2.10. An assignment of Parking Lease (the “Assignment of Parking Lease”) from Seller, substantially in the form attached hereto as Exhibit M, duly executed by Seller. 7.2.11. An assignment of Equipment Lease (the “Assignment of Equipment Lease”) from Seller, substantially in the form attached hereto as Exhibit N, duly executed by Seller. 7.2.12. Keys or combinations to all locks at the Property, to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.9. 7.2.9 available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.137.2.10. Originals of the Leases and copies of lease files at the Real Property, and originals of any Assumed Assigned Contracts (except the Proprietary Materials), and as-built plans and specifications for the Property and related Real Property materials and information, in each case to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.10. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.11. The Required Tenant Estoppels and, to the extent received by Seller, Estoppel Certificates received from each of the other tenants at the Property. 7.2.12. To the extent received, estoppel certificates from all parties (other than Seller) under each of the Skyway Bridge Agreements and, to the extent received by Seller, estoppel certificates from all parties (other than Seller) under each of the REOA, the Parking ROFO and the Public Parking Agreement. 7.2.13. An Assignment and Assumption of the Parking ROFO (the “Assignment of Parking ROFO”), in the form of Exhibit M attached hereto, duly executed by Seller and, if executed by the City pursuant to Section 6.8.5, the City. 7.2.14. A Ground Lessor Estoppel Certificate notice to the Approving Owners (as defined in the REOA) under the REOA from Ground Lessor Seller advising of the sale of the Property and notifying the Approving Owners thereunder that Seller’s status as Approving Owner of the Office Tower Parcel and the Additional Retail Parcel has been transferred to Buyer, substantially in the form attached hereto as Exhibit O; provided that N, duly executed by Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder. 7.2.15. A Parking Lease Estoppel Certificate from parking lessee and The Surviving Escrow Agreement (as defined below), duly executed by Seller, substantially in the form attached hereto as Exhibit P; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder. 7.2.16. The Closing Statement (as defined below), duly executed by Seller. 7.2.17. The Nicollet Skyway Amendment, duly executed and acknowledged by Seller, the Plaintiff, and all parties required to make the Nicollet Skyway Amendment effective. 7.2.18. Original letters of credit along with appropriate transfer forms and any fees associated therewith. 7.2.177.2.19. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby. 7.2.187.2.20. A current certified rent roll for Either a fully-executed termination of the Property. 7.2.19. Such documents Master Lease, or an assignment and instruments assumption of the Master Lease, pursuant to which Seller assumes all rights and obligations of Master Lease Tenant in, to and under both the Master Lease and all Leases derivative therefrom so that Seller can assign those derivative Leases to Buyer as are necessary or reasonably required by Buyer or the title insurer to evidence the authority of Seller and its signatories to execute the instruments to be executed by Seller in connection with the transactions contemplated herein, and evidence that the execution of such instruments is the official act and deed of SellerSection 7.2.3 above.

Seller Deliveries. On or prior to the Closing DateAt Closing, Seller shall deliver to Escrow Agent Buyer the following, and it shall be a condition to Buyer’s obligation to close that Seller shall have delivered the same to Buyer: 7.2.1. A special warranty deed (the “Deed”) Quit Claim Deed to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form attached hereto of Exhibit G, subject to such title matters as Exhibit E.are approved by Buyer pursuant to Sections 4.5 and 4.6. 7.2.2. A xxxx bxxx of sale for the Personalty from Seller, substantially in the form attached hereto as of Exhibit FH, duly executed by Seller. 7.2.3. An assignment and assumption Assignment of Leases, Contracts and Security Deposits (the “Assignment and Assumption of Leases, Contracts and Security Deposits”) Leases from Seller, substantially in the form attached hereto as of Exhibit GI, duly executed and acknowledged by Seller. 7.2.4. An assignment of the Intangible Property (the “Assignment of Intangible Property”) Warranties and Permits from Seller, substantially in the form attached hereto as of Exhibit HJ, duly executed by Seller. 7.2.5. An Assignment and Assumption of Contracts, relating solely to the Assigned Contracts from Seller, substantially in the form of Exhibit K, duly executed by Seller. 7.2.6. All architectural and engineering drawings and specifications, utilities layout plans, topographical plans and the like in Seller’s possession and owned by Seller used in the construction, improvement, alteration or repair of the Land or the Improvements. 7.2.7. Originals or copies certified by Seller of all Leases, records, Contracts, other materials identified in the Exhibits hereto, and all other books, records and files maintained by Seller’s property manager relating to the construction, leasing, operation and maintenance of the Property. 7.2.8. A notice to tenants (the “Tenant Notice Letter”) from Seller each tenant, executed by Seller, advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing, substantially in the form attached hereto as Exhibit I, duly executed by Seller. 7.2.67.2.9. An owner’s affidavit and, if requested by Buyer’s title insurer, a gap Such affidavits or letters of indemnity agreement reasonably acceptable to Seller, sufficient for as the Buyer’s title insurer shall require in order to issue, without extra charge, an owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenants) prior to Closing, or for rights of parties in possession other than pursuant to the Leases, or for defects, liens or encumbrances which might arise in the period between the date and time of the last title update respecting the Property and the earlier of (x) the date and time of recordation of the Deed, and (y) the date which is five (5) days following the Closing. 7.2.77.2.10. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended, in the form of Exhibit JN, duly executed by Seller. 7.2.87.2.11. A certification by Seller substantially in the form attached hereto as Exhibit K that all representations and warranties made by Seller in Article 3 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate. 7.2.9. An assignment of Ground Lease (the “Assignment of Ground Lease”) from Seller, substantially in the form attached hereto as Exhibit L, duly executed by Seller. 7.2.10. An assignment of Parking Lease (the “Assignment of Parking Lease”) from Seller, substantially in the form attached hereto as Exhibit M, duly executed by Seller. 7.2.11. An assignment of Equipment Lease (the “Assignment of Equipment Lease”) from Seller, substantially in the form attached hereto as Exhibit N, duly executed by Seller. 7.2.12. Keys or combinations to all locks at the Property, to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.9. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.13. Originals of the Leases and copies of lease files at the Real Property, and originals of any Assumed Contracts (except the Proprietary Materials), in each case to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.10. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.14. A Ground Lessor Estoppel Certificate from Ground Lessor and Seller, substantially in the form attached hereto as Exhibit O; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder 7.2.15. A Parking Lease Estoppel Certificate from parking lessee and Seller, substantially in the form attached hereto as Exhibit P; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder. 7.2.16. Original letters of credit along with appropriate transfer forms and any fees associated therewith. 7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby. 7.2.18. A current certified rent roll for the Property. 7.2.19. Such documents , including, without limitation, such evidence of Seller’s authority and instruments good standing as are necessary or may reasonably be required by Buyer or the and Buyer’s title insurer to evidence the authority of Seller and its signatories to execute the instruments to be executed by Seller in connection with the transactions contemplated herein, and evidence that the execution of such instruments is the official act and deed of Sellercompany.

Seller Deliveries. On or prior to the Closing DateAt Closing, Seller shall deliver to Escrow Agent the following, each of which shall be in a form reasonably satisfactory to the parties hereto: 7.2.1. A special limited warranty deed (the “Deed”) to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form attached hereto as Exhibit E.E, subject only to the Permitted Exceptions. 7.2.2. A xxxx of sale for the Personalty from Seller, substantially in the form attached hereto as Exhibit F, duly executed by Seller. 7.2.3. An assignment and assumption of Leases, Contracts and Security Deposits (the “Assignment and Assumption of Leases, Contracts and Security Deposits”) from Seller, substantially in the form attached hereto as Exhibit G, duly executed by Seller. 7.2.4. An assignment of the Intangible Property (the “Assignment of Intangible Property”) from Seller, substantially in the form attached hereto as Exhibit H, duly executed by Seller. 7.2.5. A notice to tenants each tenant (the “Tenant Notice Letter”) from Seller advising of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing, substantially in the form attached hereto as Exhibit I, duly executed by Seller. 7.2.6. An owner’s affidavit and, if requested by Buyer’s title insurer, a gap indemnity agreement reasonably acceptable to Seller, sufficient for the Buyer’s title insurer Title Company to issue, without extra charge, the Title Policy together with evidence of authority of Seller and other affidavits and documents as the Title Company customarily requires in connection with the issuance of an owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenants) prior to Closing, or for rights of parties in possession other than pursuant to the Leases, or for defects, liens or encumbrances which might arise in the period between the date and time of the last title update respecting the Property and the earlier of (x) the date and time of recordation of the Deed, and (y) the date which is five (5) days following the Closinginsurance. 7.2.7. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended, in the form of Exhibit J, duly executed by Seller. 7.2.8. A certification by Seller substantially in the form attached hereto as Exhibit K that confirming whether all representations and warranties made by Seller in Article 3 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate. 7.2.9. An assignment of Ground Lease (the “Assignment of Ground Lease”) from Seller, substantially in the form attached hereto as Exhibit L, duly executed by Seller. 7.2.10. An assignment of Parking Lease (the “Assignment of Parking Lease”) from Seller, substantially in the form attached hereto as Exhibit M, duly executed by Seller. 7.2.11. An assignment of Equipment Lease (the “Assignment of Equipment Lease”) from Seller, substantially in the form attached hereto as Exhibit N, duly executed by Seller. 7.2.12. Keys or combinations to all locks at the Property, to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.9. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.13. Originals of the Leases and copies of lease files at the Real Property, and originals of any Assumed Contracts (except the Proprietary Materials), in each case to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.10. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.14. A Ground Lessor Estoppel Certificate from Ground Lessor and Seller, substantially in the form attached hereto as Exhibit O; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder 7.2.15. A Parking Lease Estoppel Certificate from parking lessee and Seller, substantially in the form attached hereto as Exhibit P; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder. 7.2.16. Original letters of credit along with appropriate transfer forms and any fees associated therewith. 7.2.17. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby. 7.2.18. A current certified rent roll for the Property. 7.2.19. Such documents and instruments as are necessary or reasonably required by Buyer or the title insurer to evidence the authority of Seller and its signatories to execute the instruments to be executed by Seller in connection with the transactions contemplated herein, and evidence that the execution of such instruments is the official act and deed of Seller.

Seller Deliveries. On or prior to At the Closing DateClosing, Seller shall deliver to Escrow Agent Purchaser (or as Purchaser may request or to such other Person as is entitled to receive such delivery pursuant to this Agreement): 2.2.1 a xxxx of sale in the following: 7.2.1. A special warranty deed form of Exhibit 2.2.1 (the “DeedXxxx of Sale”) to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form attached hereto as Exhibit E. 7.2.2. A xxxx of sale for the Personalty from Seller, substantially in the form attached hereto as Exhibit F), duly executed by Seller.; 7.2.3. An 2.2.2 the Newsprint Acquired Books and Records, which shall be delivered constructively; 2.2.3 a special warranty deed in the form of Exhibit 2.2.3 (the “Deed” ), duly executed by Seller; 2.2.4 the consent of Coalsales, LLC under that certain Purchase Agreement for Purchase and Sale of Coal dated as of January 1, 2007, between Seller and Coalsales, LLC; 2.2.5 a FIRPTA certificate in the form of Exhibit 2.2.5, duly executed by Seller; 2.2.6 an assignment and assumption agreement by and between Purchaser and Seller in the form of Leases, Contracts and Security Deposits Exhibit 2.2.6 (the “Assignment and Assumption of Leases, Contracts and Security DepositsAgreement”) from Seller, substantially in the form attached hereto as Exhibit G), duly executed by Seller.; 7.2.4. An assignment of 2.2.7 the Intangible Property (ONP Supply Agreement and the “Assignment of Intangible Property”) from SellerOCC Supply Agreement, substantially in each case duly executed by Seller or its applicable Affiliate; 2.2.8 the form attached hereto as Exhibit HTransitional Services Agreement, duly executed by Seller.; 7.2.5. A notice to tenants (the “Tenant Notice Letter”) from Seller advising of the sale of the Property 2.2.9 required Arizona and directing that rent local real estate and other payments thereafter be sent to Buyer at the address provided by Buyer at Closingfilings, substantially in the form including an Affidavit of Property Value attached hereto as Exhibit I2.2.9 (the “Real Property Affidavit”); 2.2.10 the Stone Container Assignment, duly executed by Seller.; 2.2.11 stock certificate(s) evidencing the Apache Shares duly endorsed in blank by Seller; 2.2.12 resignations dated the Closing Date, duly executed by all of the directors and officers of Apache, or alternatively (but only to the extent permitted under applicable law), certified resolutions of the shareholder or directors of Apache removing all directors and officers of Apache and replacing them with such individuals as Purchaser may designate; 2.2.13 the certificate required pursuant to Section 7.2.6. An owner’s affidavit and; 2.2.14 a duly executed release or releases, if requested by Buyer’s title insurer, a gap indemnity agreement in form and substance reasonably acceptable to SellerPurchaser releasing the Newsprint Assets from the Encumbrances set forth on Schedule 2.2.14; 2.2.15 with respect to the Newsprint Water Rights, sufficient for the Buyer’s title insurer appropriate executed assignments, requests to issuechange well information and notifications, without extra charge, an owner’s policy each in a form (i) acceptable to ADWR when supplemented by evidence of transfer of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenants) prior to Closing, or for rights of parties in possession other than pursuant to the Leases, or for defects, liens or encumbrances which might arise in the period between the date and time of the last title update respecting the Property and the earlier of (x) the date and time of recordation of the Deed, and (yii) reasonably acceptable to Purchaser; 2.2.16 the date which is five (5) days following the Closing. 7.2.7. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amended, in the form of Exhibit JPension Plans Assignment and Assumption Agreement, duly executed by Seller.; 7.2.8. A certification by Seller substantially in 2.2.17 the form attached hereto as Exhibit K that all representations Welfare Benefit Plans Assignment and warranties made by Seller in Article 3 of this Agreement are true and correct in all material respects on the date of Closing, except as may be set forth in such certificate. 7.2.9. An assignment of Ground Lease (the “Assignment of Ground Lease”) from Seller, substantially in the form attached hereto as Exhibit LAssumption Agreement, duly executed by Seller.; 7.2.10. An assignment of Parking 2.2.18 each Arizona Lease (the “Assignment of Parking Lease”) from Seller, substantially in the form attached hereto as Exhibit M, duly executed by Seller. 7.2.11. An assignment of Equipment Lease (the “Assignment of Equipment Lease”) from Seller, substantially in the form attached hereto as Exhibit N, duly executed by Seller. 7.2.12. Keys or combinations to all locks at the Property, to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.9. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.13. Originals of the Leases and copies of lease files at the Real Property, and originals of any Assumed Contracts (except the Proprietary Materials)Assumption Agreement, in each case together with an Arizona Lease Application Form, each duly executed and completed by Seller; 2.2.19 in form and substance reasonably satisfactory to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted Purchaser, all other consents or waivers from third parties to make the items described in this Section 7.2.10. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.14. A Ground Lessor Estoppel Certificate from Ground Lessor and Seller, substantially in the form attached hereto as Exhibit O; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder 7.2.15. A Parking Lease Estoppel Certificate from parking lessee and Seller, substantially in the form attached hereto as Exhibit P; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder. 7.2.16. Original letters of credit along with appropriate transfer forms and any fees associated therewith. 7.2.17. All other instruments and documents reasonably Material Contracts required to effectuate this Agreement and be obtained in connection with the consummation of the transactions contemplated thereby.by this Agreement, the failure of which to obtain would, individually or in the aggregate, be material to the Newsprint Business or Apache after the Closing; and 7.2.18. A current certified rent roll for the Property. 7.2.19. Such 2.2.20 such other agreements, documents and instruments as are necessary or reasonably required by Buyer or the title insurer to evidence the authority of Seller and its signatories to execute the instruments contemplated to be executed delivered by Seller in connection with at the transactions contemplated herein, and evidence that the execution of such instruments is the official act and deed of SellerClosing pursuant to this Agreement.

Seller Deliveries. On or prior to the Closing Date, Seller shall deliver to Escrow Agent the following: 7.2.18.2.1. A special warranty deed (the “"Deed”") to the Real Property from Seller, duly executed and acknowledged by Seller and substantially in the form attached hereto as Exhibit E.K. 7.2.28.2.2. A xxxx bill of sale (the “Bill of Sale”) for the Personalty from Seller, substantially in the form attached hereto as Exhibit FL, duly executed by Seller. 7.2.38.2.3. An If applicable, an assignment and assumption of Leases, Contracts and Security Deposits (the “"Assignment and Assumption of Leases, Contracts and Security Deposits”") from Seller, substantially in the form attached hereto as Exhibit GM, duly executed by Seller. 7.2.48.2.4. An assignment of the Intangible Property (the “Assignment of Intangible Property”) from Seller, substantially in the form attached hereto as Exhibit HN, duly executed by Seller. 7.2.58.2.5. A notice to tenants (the “Tenant Notice Letter”) from Seller advising An Assignment of the sale of the Property and directing that rent and other payments thereafter be sent to Buyer at the address provided by Buyer at Closing, substantially in the form attached hereto as Exhibit I, Warranties duly executed by SellerXxxxxx and the GC. 7.2.68.2.6. An owner’s 's affidavit and, if requested required by BuyerXxxxx’s title insurerTitle Agent, a gap indemnity agreement reasonably acceptable to Seller, lien waivers from the GC and its subcontractors sufficient for the Buyer’s title insurer 's Title Agent to issue, without extra charge, an owner’s policy of title insurance free of any exceptions for unfiled mechanics’ or materialmen’s liens for work performed by Seller (but not any tenants) prior to Closing, or for rights of parties in possession other than (i) current state and county ad valorem real property taxes not due and payable on the date of Closing; and (ii) such other matters, if any, as may be approved, or deemed approved, by Buyer pursuant to the Leasesterms of this Agreement (collectively, or for defectsthe “Permitted Encumbrances”). 8.2.7. A certification, liens or encumbrances which might arise in form and substance reasonably satisfactory to Buyer’s Title Agent, executed by Seller stating Seller’s taxpayer identification number, that Seller and all persons holding beneficial interests in the period between Property are “United States Persons”, as defined by Internal Revenue Code Section 1445(f)(3) and Section 7701(g), and that the date and time sale of the last title update respecting Property by Seller pursuant to this Agreement is not subject to the Property and the earlier withholding requirements of (xSection 1445(a) the date and time of recordation of the Deed, and (y) the date which is five (5) days following the Closing. 7.2.7. A Non-Foreign Affidavit as required by the Foreign Investors in Real Property Tax Act (“FIRPTA”), as amendedInternal Revenue Code, in the form of Exhibit JO, duly executed by Seller. 7.2.88.2.8. A certification by Seller substantially in the form attached hereto as Exhibit K P that all representations and warranties made by Seller in Article 3 Section 4 of this Agreement are true and correct in all material respects on the date of Closing, except such matters as may be set forth in such certificatecertificate that are acceptable to Buyer as determined in Buyer’s sole and absolute discretion, which certificate shall survive Closing for a period of one hundred eighty (180) days after the Closing Date. 7.2.98.2.9. An assignment Such transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of Ground Lease the Property. 8.2.10. Seller shall deliver to Xxxxx’s Title Agent such duly executed and verified certificates, resolutions, affidavits and other documents respecting the power and authority to perform the obligations hereunder and as to the due authorization thereof by appropriate proceeding and as to the authority of the members, partners or officers of Seller, as the case may be, as Xxxxx’s Title Agent may reasonably request. 8.2.11. A closing statement prepared by Xxxxx’s Title Agent in form and substance reasonably satisfactory to both Seller and Xxxxx setting forth and describing the adjustments required under and described in this Agreement and such other matters reasonably required by Buyer and reasonably approved by Seller (the “Assignment of Ground LeaseClosing Statement”) from Seller, substantially in the form attached hereto as Exhibit L, duly executed by Seller.); 7.2.10. An assignment of Parking Lease (the “Assignment of Parking Lease”) from Seller, substantially in the form attached hereto as Exhibit M, duly executed by Seller. 7.2.11. An assignment of Equipment Lease (the “Assignment of Equipment Lease”) from Seller, substantially in the form attached hereto as Exhibit N, duly executed by Seller. 7.2.12. Keys or combinations to all locks at the Property, to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.9. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.13. Originals of the Leases and copies of lease files at the Real Property, and originals of any Assumed Contracts (except the Proprietary Materials), in each case to the extent in Seller’s possession. Buyer hereby acknowledges and agrees that Seller shall be permitted to make the items described in this Section 7.2.10. available to Buyer at the Property in lieu of delivering them to Escrow Agent. 7.2.14. A Ground Lessor Estoppel Certificate from Ground Lessor and Seller, substantially in the form attached hereto as Exhibit O; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder 7.2.15. A Parking Lease Estoppel Certificate from parking lessee and Seller, substantially in the form attached hereto as Exhibit P; provided that Seller’s failure to deliver same shall not constitute a default of Seller hereunder, and Buyer’s sole remedy in the event Seller fails to deliver the same is to terminate this Agreement and receive a refund of its Deposit hereunder. 7.2.16. Original letters of credit along with appropriate transfer forms and any fees associated therewith. 7.2.178.2.12. All other instruments and documents reasonably required to effectuate this Agreement and the transactions contemplated thereby. 7.2.18. A current certified rent roll for the Property. 7.2.19. Such documents and instruments as are necessary or reasonably required by Buyer or the title insurer to evidence the authority of Seller and its signatories to execute the instruments to be executed by Seller in connection thereby but not inconsistent with the transactions contemplated herein, terms and evidence that the execution of such instruments is the official act and deed of Sellerprovisions hereof.