Common use of Seller Parties’ Cooperation Clause in Contracts

Seller Parties’ Cooperation. Except as contemplated by Sections 2.4(b)(i) and (ii), Purchaser shall not be entitled to raise any title or survey objections after the Initial Closing or the applicable Objection Date, subject to the right of the Purchaser Indemnified Parties to seek indemnification from the Seller Parties pursuant to Section 11.2 hereof, as and to the extent they are so entitled under the terms of such Sections. The Seller Parties agree to reasonably cooperate with Purchaser in connection with, and shall provide to the Title Company, such customary affidavits, certifications and information as the Title Company may reasonably require for the purposes of obtaining new title policies for Properties or endorsements to the Existing Policies, including, without limitation, such affidavits, certifications and indemnities as may be required by the Title Company in order to issue so-called “non-imputation” endorsements (where such endorsements are available), if Purchaser should elect to obtain new title policies or endorsements; provided, however, that any such new title policies or endorsements to Existing Policies, including satisfaction of any and all requirements to obtain the same (other than delivery of such customary affidavits, certification and indemnities as may reasonably be required by the Title Company, including in order to issue so-called “non-imputation” endorsements), shall be at Purchaser’s sole cost and expense (other than the costs and expenses of any endorsement or affirmative coverage arranged by the Seller Parties to cure a Material Title Exception or Mandatory Removal Exception in accordance with Section 2.4(g)) and the obtaining thereof shall in no way be deemed a condition to Purchaser’s obligations to effect and close the Transactions.

Seller Parties’ Cooperation. Except as contemplated by Sections 2.4(b)(i) and (ii), Purchaser shall not be entitled to raise any title or survey objections after the Initial Closing or the applicable Objection Date, subject to the right of the Purchaser Indemnified Parties to seek indemnification from the Seller Parties pursuant to Section 11.2 hereof, as and to the extent they are so entitled under the terms of such Sections. The Seller Parties agree to reasonably cooperate with the Purchaser Parties in connection with, and shall provide to the Title Company, such customary affidavits, certifications and information as the Title Company (in the case of Properties located in the United States, Mexico or Canada) may reasonably require for the purposes of obtaining new title policies for the Properties or located in the United States, Mexico and Canada or, at the Purchasers Parties' election, endorsements to the Existing Policies (the "Title Policies"), including, without limitation, (i) such affidavits, certifications and indemnities as may be required by the Title Company in order to issue so-called “"non-imputation” " endorsements (where such endorsements are available), if the Purchaser Parties should elect to obtain new title policies or endorsementsTitle Policies, (ii) evidence sufficient to establish (x) the legal existence of the Seller Parties and Equity Entities, as applicable, and (y) the authority of the respective signatories of the Seller Parties to bind the Seller Parties, and (iii) a certificate of good standing for each Seller Party; provided, however, that any such new title policies or endorsements to Existing Title Policies, including satisfaction of any and all requirements to obtain the same -- \\DC - 088650/000238 - 6521921 v16 (other than delivery of such customary affidavits, certification and indemnities as may reasonably be required deliveries by the Title Company, including in order to issue so-called “non-imputation” endorsementsSeller Parties contemplated by this Section 2.3(d)), shall be at Purchaser’s the Purchaser Parties' sole cost and expense (other than the costs and expenses of any endorsement or affirmative coverage arranged by the Seller Parties to elect to cure a Material Title Exception or Mandatory Removal Exception in accordance with Section 2.4(g2.3(h)) and the obtaining thereof Title Policies shall in no way be deemed a condition to Purchaser’s the Purchaser Parties' obligations to effect and close the Transactions. The Purchaser Parties agree to work with the Title Company's Atlanta, Georgia office in collaboration with its New York office on the affidavits, certifications and information to be delivered by the Seller Parties to the Title Company under this Section 2.3(d).

Seller Parties’ Cooperation. Except as contemplated by Sections 2.4(b)(i) and (ii), Purchaser shall not be entitled to raise any title or survey objections after the Initial Closing or the applicable Objection Date, subject to the right of the Purchaser Indemnified Parties to seek indemnification from the Seller Parties pursuant to Section 11.2 hereof, as and to the extent they are so entitled under the terms of such Sections. The Seller Parties agree to reasonably cooperate with the Purchaser Parties in connection with, and shall provide to the Title Company, such customary affidavits, certifications and information as the Title Company (in the case of Properties located in the United States, Mexico or Canada) may reasonably require for the purposes of obtaining new title policies for the Properties or located in the United States, Mexico and Canada or, at the Purchasers Parties’ election, endorsements to the Existing Policies (the “Title Policies”), including, without limitation, (i) such affidavits, certifications and indemnities as may be required by the Title Company in order to issue so-called “non-imputation” endorsements (where such endorsements are available), if the Purchaser Parties should elect to obtain new title policies or endorsementsTitle Policies, (ii) evidence sufficient to establish (x) the legal existence of the Seller Parties and Equity Entities, as applicable, and (y) the authority of the respective signatories of the Seller Parties to bind the Seller Parties, and (iii) a certificate of good standing for each Seller Party; provided, however, that any such new title policies or endorsements to Existing Title Policies, including satisfaction of any and all requirements to obtain the same (other than delivery of such customary affidavits, certification and indemnities as may reasonably be required deliveries by the Title Company, including in order to issue so-called “non-imputation” endorsementsSeller Parties contemplated by this Section 2.3(d)), shall be at Purchaser’s the Purchaser Parties’ sole cost and expense (other than the costs and expenses of any endorsement or affirmative coverage arranged by the Seller Parties to elect to cure a Material Title Exception or Mandatory Removal Exception in accordance with Section 2.4(g2.3(h)) and the obtaining thereof Title Policies shall in no way be deemed a condition to Purchaser’s the Purchaser Parties’ obligations to effect and close the Transactions. The Purchaser Parties agree to work with the Title Company’s Atlanta, Georgia office in collaboration with its New York office on the affidavits, certifications and information to be delivered by the Seller Parties to the Title Company under this Section 2.3(d).

Seller Parties’ Cooperation. Except as contemplated by Sections Section 2.4(b)(i) and (ii), Purchaser shall not be entitled to raise any title or survey objections after the Initial Closing or the applicable Objection Date, subject to the right of the Purchaser Indemnified Parties to seek indemnification from the Seller Parties pursuant to Section 11.2 10.2 hereof, as and to the extent they are so entitled under the terms of such Sections. The Seller Parties agree to reasonably cooperate with Purchaser in connection with, and shall provide to the Title Company, such customary affidavits, certifications and information as the Title Company may reasonably require for the purposes of obtaining new title policies for Properties or endorsements to the Existing Policies, including, without limitation, such affidavits, certifications and indemnities as may be required by the Title Company in order to issue so-called “non-imputation” endorsements (where such endorsements are available), if Purchaser should elect to obtain new title policies or endorsements; provided, however, that any such new title policies or endorsements to Existing Policies, including satisfaction of any and all requirements to obtain the same (other than delivery of such customary affidavits, certification certifications and indemnities as may reasonably be required by the Title Company, including in order to issue so-called “non-imputation” endorsements), shall be at Purchaser’s sole cost and expense (other than the costs and expenses of any endorsement or affirmative coverage arranged by the Seller Parties to cure a Material Title Exception or Mandatory Removal Exception in accordance with Section 2.4(g)) and ). For the obtaining thereof avoidance of doubt, “providing customary information” shall not obligate the Seller Parties to indemnify the Title Company or otherwise incur any liability not specifically provided for in no way be deemed a condition to Purchaser’s obligations to effect and close the Transactionsthis Agreement.