Common use of Seller's Documents Clause in Contracts

Seller's Documents. At or before the Closing, Seller shall deliver to the Title Company the following: (a) duly executed and acknowledged grant deeds conveying to the MRG all Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (b) a duly executed xxxx of sale covering the Personal Property, in the form attached hereto as Exhibit "H"; (c) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRG) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations); (d) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow); (e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow); (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory to MRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and (n) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of the foregoing items by an instrument in writing.

Seller's Documents. At or before the Closing, Seller Sellers shall deliver or cause to the Title Company be delivered to Buyer the following: (a) duly executed Resignation of all directors and acknowledged grant deeds conveying to officers of the MRG all Real Property described as Company effective on the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant theretoClosing Date; (b) a duly executed xxxx A certificate of sale covering the Personal PropertyCompany, dated the Closing Date, in the form attached hereto as Exhibit "H"described in Section 8.01(c); (c) Governmental certificates showing that the Company: (i) is duly incorporated and in good standing in the state of its incorporation; and (ii) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRG) that indicates that foreign corporation in each state where such qualification is necessary, each certified as of a date not more than thirty (30) days before the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations)Date; (d) originals Such certificates, stock powers (executed in blank with signatures guaranteed), assignments, documents of all leases title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or transfer), and amendments, modifications and letter agreements relating theretolien releases, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files in form satisfactory to Buyer and a duly executed Assignment Buyer's counsel, as shall be effective to vest in Buyer title in and to the Company Stock, free, clear and unencumbered in accordance with the terms of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow);this Agreement. (e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow)The Indemnification Escrow Agreement; (f) a duly executed Assignment of Service Contracts, Warranties The Consulting and Guaranties and Other Intangible Property, Non-Competition Agreement signed by Jamex X. Xxxx xxxerred to in the form attached hereto as Exhibit "J"Section 14.14; (g) to the extent available to Seller originals or copies A written opinion of building permits and certificates of occupancy Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, xxunsel for the buildings and all tenant-occupied space included within Sellers in the Improvements (these mayform of Exhibit C, at Seller's option, be delivered outside dated as of escrow)the Closing Date; (h) A written opinion of the Company's FCC counsel in form and substance reasonably satisfactory to Buyer covering the extent available to Seller one complete matters set forth on Exhibit D, dated as of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow)Closing Date; (i) notices Updating title insurance endorsements on all title insurance policies on the Real Property held by the Company in form and substance reasonably satisfactory to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow);Buyer; and (j) an affidavit of Seller that Seller is not a "foreign person" within Such additional information, materials, agreements, documents and instruments as Buyer, its counsel, or its senior lender may reasonably request in order to consummate the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory to MRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and (n) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of the foregoing items by an instrument in writingClosing.

Seller's Documents. At or before prior to the Closing, Seller shall deliver to the Title Company the following: (a) duly executed and acknowledged grant deeds conveying to the MRG all Real Property described ------------------ execute, acknowledge and/or deliver, as the OSH Centerapplicable, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (b) a duly executed xxxx of sale covering the Personal Property, in the form attached hereto as Exhibit "H"; (c) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory following items to MRG) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations); (d) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow); (e) originals or copies of all service contracts, maintenance contracts and management affecting the Property Purchaser (collectively, the "Service ContractsSeller's Documents"): ------------------ (i) a special or limited warranty deed (the "Deed") in the form ---- of Exhibit C attached hereto and made a part hereof in recordable form --------- which shall be effective to be continued by MRG after vest in Purchaser insurable and marketable fee simple title to the ClosingPremises, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of subject only to the Improvements "Permitted Encumbrances" (these may, at Seller's option, be delivered outside of escrowas hereinafter defined); (fii) a duly executed the Assignment and Assumption of Service Contracts, Warranties Lease and Guaranties and Other Intangible Property, Security Deposit in the form of Exhibit D attached hereto as Exhibit and made a part hereof (the --------- "JLease Assignment"), assigning all of Seller's right, title and ---------------- interest in and to the Lease and the security deposits thereunder; (giii) Assignment and Assumption of Contracts and Licenses in the form of Exhibit E attached hereto and made a part hereof (the --------- "Contracts Assignment"), assigning to the extent available to Seller originals assignable or copies -------------------- transferable, all of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's optionright, be delivered outside title and interest, if any, in and to (x) all of escrowthe licenses, permits, certificates, approvals, authorizations and variances issued for or with respect to the Premises by any governmental or quasi-governmental authority (collectively, the "Licenses");, and (y) all purchase orders, equipment leases, advertising agreements, franchise agreements, license agreements and service contracts relating to the operation of the Premises and set forth on Exhibit F attached hereto and made a part hereof which Purchaser shall request prior to the end of the Inspection Period that Seller assign to Purchaser at Closing (collectively the "Contracts"); --------- (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory to MRG and Seller; (liv) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form of Exhibit G attached hereto and --------- made a part hereof ("Xxxx of Sale") conveying, transferring and ------------ selling to Purchaser all right, title and interest of Seller in and to the Personal Property; (v) notice to the Tenant in the form of Exhibit H attached --------- hereto and made a part hereof advising the Tenant of the sale of the Premises to Purchaser and directing that rents and other payments thereafter be sent to Purchaser or as Purchaser may direct; (vi) executed counterpart of the Lease and any amendments, guarantees and other documents relating thereto, together with a certificate of Seller certifying that the delivered Lease is a true, correct and complete copy of the Lease; (vii) a rent roll (the "Rent Roll") regarding the tenancy of the --------- Tenant, certified by Seller to be true, correct and complete in all material respects as of the Closing Date; (viii) to the extent not already located at the Premises, keys to all entrance doors to, and equipment and utility rooms located in, the Premises; (ix) executed counterparts of all Contracts and all warranties in connection therewith which are in effect on the Closing Date and which are being assigned by Seller to Purchaser under the terms of the Assignment; (x) to the extent in Seller's possession and not already located at the Premises, originals and/or copies of all Licenses; (xi) a "FIRPTA" affidavit attesting to facts pertaining to Seller's name, address, tax identification number and non-foreign status as required by Section 1445 of the Internal Revenue Code and regulations; (xii) an affidavit in the form of Exhibit I attached hereto and --------- made a part hereof (the "NAffidavit") stating that there have been no --------- improvements to the Premises for the ninety (90) day period immediately preceding the Closing Date (other than work done by or on behalf of the Purchaser) or, if there have been any such improvements (other than work done by or on behalf of the Purchaser), that all lienors in connection with said improvements have been or will be paid in full when due; that there are no persons or entities in possession of all or any portion of the Premises except Seller and the Tenant pursuant to the Lease; and that there are no unrecorded easements or agreements known to Seller affecting title to or relating to the Premises, except as otherwise set forth in the affidavit; (xiii) a certificate, in form and substance satisfactory to counsel for Purchaser, to the effect that the representations and warranties of Seller in this Agreement are true and correct on and as of the Closing Date; (xiv) a closing statement (the "Closing Statement") reflecting ----------------- all credits, prorations, apportionments and adjustments contemplated hereunder; (xv) tenant estoppel letter in the form of Exhibit J attached --------- hereto and made a part hereof (the "Tenant Estoppel") from the Tenant --------------- in accordance with the terms of Section 7(e) herein; (xvi) any documents reasonably required to be obtained by Chicago Title Insurance Company (the "Title Company"), in its capacity ------------- as the issuer of the "Title Commitment" (as hereinafter defined), in connection with the Closing, including, without limitation, Schedule B, Section I requirements of the Title Commitment, that are within the purview of Seller's responsibilities hereunder, or otherwise to comply with any state or federal law; (xvii) evidence in form and substance reasonably satisfactory to Purchaser that Seller has the power and authority to execute and enter into this Agreement and to consummate the purchase and sale of the Premises, and that any and all actions required to authorize and approve the execution of and entry into this Agreement by Seller, the performance by Seller of all of Seller's duties and obligations under this Agreement, and the execution and delivery by Seller of all documents and other items to be executed and delivered to Purchaser at Closing have been accomplished; and (nxviii) any all other documents, instruments documents Seller is required to deliver pursuant to the provisions of this Agreement or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of to consummate the foregoing items by an instrument in writingtransactions contemplated hereunder.

Seller's Documents. At or before Seller, pursuant to the Closingprovisions of this Agreement, Seller shall deliver or cause to be delivered to Purchaser on the Title Company Closing Date the followingfollowing documents in connection with the transfer, assignment and conveyance of the Properties: (1) For each of the Properties, (a) duly executed and acknowledged grant deeds conveying (i) mutual releases pursuant to the MRG all Real Property described following agreements pursuant to which the Nominees are directed and authorized by the Seller to hold legal title for and on behalf of the Purchaser from the time of Closing, (a) (i) those certain Declarations of Trust executed by Syncap Properties Inc. as of the OSH Center30th day of September, 1992, (ii) that certain Declaration of Trust executed by Tegrad Properties (Winnipeg) Inc. as of the 30th day of September, 1992, and (iii) that certain Declaration of Trust executed by Tegrad Montreal I Inc. as of the 30th day of September, 1992 (collectively, the Retail Center"Nominee Direction"), the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (b) a duly executed xxxx duplicate certificates of sale covering title memorializing the Personal Propertyconveyance to Purchaser of fee simple title to the Real Estate free of all Liens and encumbrances except the Permitted Encumbrances (where applicable), in the form attached hereto as Exhibit "H"; (c) a Certificate transfer of all of the issued and outstanding shares in each of the Nominees to Purchaser or its designee and (d) a beneficial conveyance of all Properties in which legal title is held by the Nominees or, at the request of the Purchaser, deeds in registrable form conveying any of the Properties to the Purchaser or as it may direct. Each Nominee Direction shall (x) be in the form of Exhibit GG annexed hereto, (y) direct each Nominee to hold legal title to such of the Properties for which it is Nominee for the benefit of Purchaser and (z) contain Seller's indemnity against any liability for obligations thereunder relating to periods prior to the Closing Date (other than those obligations set forth on Exhibit H or expressly assumed by Purchaser hereunder) and customary trustee representations and warranties as to the selling, leasing, encumbering or transferring of the Properties or any interests therein to any party other than Purchaser. (2) A general conveyance conveying, selling and transferring to Purchaser all of Seller's right, title and interest in and to the Personalty and Inventory. The bill of sale shall xxxxain a warranty that the Personalty and Inventory are owned by Seller free and clear of all liens, encumbrances and security interests except for any Permitted Encumbrances which encumber the Personalty or Inventory. (3) An assignment and assumption of the Service Contracts, Equipment Leases and Billboard Leases, together with Seller's executed counterparts (or, if not -37- C/M: 11752.0002 350869.22 available, copies) thereof. The assignment shall contain Purchaser's indemnity of Seller against any liability for obligations thereunder relating to periods from and after the California Secretary Closing Date and Seller's indemnity of State Purchaser against any liability for such obligations relating to periods prior to the Closing Date unless reflected in the Working Capital Adjustment made pursuant to Section 6 or expressly assumed by Purchaser hereunder. Seller shall also deliver the written consent of the other party to any such contracts and leases, if required for the assignment thereof except as expressly provided in Exhibit I-1. With respect to any service, maintenance and other agreements in connection with the operation and promotion of the Business and the maintenance of the Real Estate and Personalty which are not listed on Exhibit B, C or D attached hereto and which shall not be assigned to nor assumed by Purchaser (or a commercial reporting service satisfactory to MRG"Rejected Contracts") that indicates that which are listed on Exhibit C-1, the assignment shall also contain Seller's indemnity of Purchaser against any liability (including, without limitation, lawyers' costs and disbursements) for any obligations in connection with the Rejected Contracts. Seller shall also deliver evidence (x) of written notice which terminates the Rejected Contracts as of the Closing Date there are no filings against Seller in the office or as soon thereafter as practicable, and (y) of the Secretary of State under parties to each Rejected Contracts releasing forever Purchaser from any and all liability pursuant to such Rejected Contracts. (4) Plans and specifications, technical manuals and similar material, for the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filingsBuildings, if any, as in Seller's possession or control. (5) If assignable, any Licenses, or copies thereof, in Seller's possession pertaining to the operation and maintenance of the Properties, together with a duly executed assignment thereof to Purchaser. If any of such Licenses are disclosed not assignable, Seller agrees to cooperate with Purchaser after the Closing to the extent required to enforce any rights under such Licenses, at Purchaser's expense. (6) If assignable, any unexpired warranties and guarantees, or copies thereof, in Section 2.02 Seller's possession which Seller has received (i) in connection with the Assumed Obligations); Buildings and any work or services performed with respect to, or equipment installed in, the Properties, or (dii) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering from any portion prior owners of the Properties, together with individual or omnibus assignments thereof to Purchaser. If any non-cash such warranties or guarantees are not assignable, Seller agrees to cooperate with Purchaser after the Closing to the extent required to enforce any rights under such warranties or guarantees, at Purchaser's expense. (7) An assignment of the Reservation Deposits and Purchaser's receipt therefor. (8) A certified copy of Seller's declaration of limited partnership and its partnership agreement, together with any amendments thereto, as filed with the Ministry of Consumer and Commercial Relations (Ontario). A certified copy of Seller's general partner's certificate of incorporation, together with a Secretary's Certificate certifying that the Board of Directors of such general partner has duly adopted resolutions authorizing the within transaction and an executed and acknowledged Incumbency Certificate certifying to -38- C/M: 11752.0002 350869.22 the authority of the officers of such general partner executing the documents to be delivered by Seller on the Closing Date. (9) All documents and agreements reasonably required by Purchaser to confirm that Seller shall have obtained the Required Consents. (10) A Declaration of Possession for each Properties, substantially in the forms annexed hereto as Exhibit X and otherwise acceptable to Purchaser. (11) An assignment and assumption of the Space Leases and of any security deposits held by Seller in connection therewith, together with Seller's executed counterparts (or, if not available, copies) thereof. The assignment shall contain Purchaser's indemnity of Seller against any liability for the security deposits assigned to Purchaser and for any other obligations of the landlord under the Space Leases from and after the Closing Date and Seller's indemnity of Purchaser against any liability for such obligations relating theretoto periods prior to the Closing Date, all except as is expressly disclosed on the Exhibits to this Agreement or reflected in the Working Capital Adjustment made pursuant to Section 6. (12) Such other instruments, in addition to those identified in Section 16.A.2, which may be required to assign to Purchaser Seller's interests in the Ground Lease. The assignment shall contain Purchaser's indemnity of Seller against any liability for any obligations of the tenant files under the Ground Lease from and a duly executed Assignment after the Closing Date and Seller's indemnity of Leases Purchaser against any liability for any obligations relating to periods prior to the Closing Date, except as is expressly disclosed on the Exhibits to this Agreement or reflected in the Working Capital Adjustment made pursuant to Section 6. (13) Each stock certificate with appropriate stock powers evidencing its ownership of shares in each of the Nominees and 1002370 endorsed in blank or to Purchaser's designee. (14) An assignment and assumption of the Franchise Agreements. (15) Estoppel certificates signed (a) by the lessor under the Ground Lease and (b) by the joint venturer under the Edmonton South Agreements, which estoppel certificates shall be substantially in the form attached annexed hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow);Y. (e16) originals or copies All keys and master keys to all locks located on the Properties. (17) An assignment of all service contractsright, maintenance contracts title and management affecting interest in and to the Property Intangibles. (collectively, the "Service Contracts"18) to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen The original Books. -39- C/M: 11752.0002 350869.22 (19) Any documents reasonably required in connection with construction the transfer of any existing liquor license or the issuance of a new liquor license, including any interim arrangements as described in Section 12 pending the approval of such transfer or issuance. (20) Release by Smith Barney of all xxxxxx xx xespect of any brokerage commission, or any other payment of any fees in respect of the Improvements structuring of the transaction or the Properties conditional only upon receipt of $500,000 in United States dollars (these maytogether with expense reimbursement to Smith Barney of $34,000 xx Xxxxed States dollars), which payment shall be made at Seller's option, Closing by the Purchaser and shall be delivered outside included in the calculation of escrow);Additional NLC Debt/Equity. (f21) One or more certificates issued by the Minister of National Revenue under section 116 of the Income Tax Act (Canada) with a duly executed Assignment certificate limit (or, where more than one such certificate is issued, with an aggregate certificate limit) at least equal to the Purchase Price. If Seller fails to deliver a certificate under section 116 of Service Contractsthe Income Tax Act (Canada) or delivers one or more certificates with an aggregate certificate limit less than the Purchase Price, Warranties Purchaser shall withhold from the Purchase Price the amount required by section 116 of the Income Tax Act (Canada) and Guaranties shall remit such amount to the Receiver General for Canada on behalf of the partners of Seller. Seller shall deliver to Purchaser, on or before the Closing Date, one or more certificates issued by the Minister of Revenue of Quebec under section 1097 of the Taxation Act (Quebec) with a certificate limit (or, where more than one certificate is issued, with an aggregate certificate limit) at least equal to the portion of the Purchase Price allocable to the Properties in Quebec. If Seller fails to deliver a certificate under section 1097 of the Taxation Act (Quebec) or delivers one or more certificates with an aggregate certificate limit less than the Purchase Price allocable to the Properties in Quebec, Purchaser shall withhold from the Purchase Price the amount required by section 1102.2 of the Taxation Act (Quebec) and Other Intangible Propertyshall remit such amount to the Minister of Revenue of Quebec on behalf of the Partners of Seller. (22) Any affidavits or required documents to comply with any bulk sales requirements pursuant to Section 11 hereof. (23) A confirmation that the representations and warranties made by Seller and Syndicated remain true and correct, in the form attached of Exhibit II annexed hereto as Exhibit (the "JBring Down Certificate";). (g24) Such other instruments, if any, to the extent available indicate any changes or updates to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow);any Exhibit. (i) notices to A certificate issued by the tenants at the Properties in the form attached as Exhibit "K," executed by Seller Minister of Revenue of Ontario under subsection 6(1) of The Retail Sales Tax Act (these mayOntario), at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory to MRG and Seller; (lii) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and (n) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of the foregoing items by an instrument in writing.certificate issued pursuant to -40- C/M: 11752.0002 350869.22

Seller's Documents. At or before least two (2) business days prior to the Closing, Seller shall shall, at its sole cost and expense, deliver to the Title Company as escrow, the followingfollowing documents and instruments, each effective as of the Closing Date and executed by Seller, in addition to the other terms and payments required by this Agreement to be delivered by Seller: (ai) a duly executed and acknowledged grant deeds conveying to the MRG all Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant theretoDeed; (bii) a duly executed xxxx Bill of sale Sale covering the Personal Pxxxxnal Property, in the form attached hereto as Exhibit "HC"; (ciii) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRGBuyer) that indicates that as of the Closing Certificate Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code (or similar statute) that would be a lien on any of the items specified in the Xxxx said Bill of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with being released at the Assumed Obligationstime of the Closing); (div) two (2) originals of all leases a certificate, in the form of Exhibit "E" attached hereto; (and amendments, modifications and letter agreements relating thereto, if anyv) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed an Assignment of Leases Service Contracts, Warranties, Guaranties and Other Intangibles in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow); (e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow); (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "JG"; (gvi) to the extent available to Seller two (2) originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 26 U.S.C. ss. 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "MF"; (kvii) closing statement in form and content satisfactory to MRG and Sellerthe "Closing Statement" (as hereinafter defined); (lviii) two (2) originals of a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"California FTB Form 590-RE; (mix) a duly executed Xxxx such proof of Sale in Seller's authority and authorization to enter into this Agreement and the form attached hereto transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller as Exhibit "N"may be reasonably required by Title Company or Buyer; and (nx) any such other documentsdocuments and instruments, instruments signed and properly acknowledged by Seller, if appropriate, as may be reasonably required by Buyer, Escrow Agent or agreements called for hereunder which have not previously been deliveredotherwise in order to effectuate the provisions of this Agreement and the Closing of the transactions contemplated herein, including, without limitation, reasonable or customary title affidavits and indemnities. MRG Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing.

Seller's Documents. At or before On the ClosingInitial Closing Date, Seller shall deliver to the Title Company the followingPurchaser: (ai) duly executed A copy of the resolutions of each of the boards of directors of Parent and acknowledged grant deeds conveying to Seller authorizing the MRG all Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building execution and delivery of this Agreement and the Eccles Centerconsummation of the transactions contemplated hereby, including all Appurtenances certified by an appropriate officer of Seller and the Improvements and all rightsParent, privileges and easements appurtenant theretoas applicable; (bii) a duly executed xxxx Certificates of sale covering incumbency of the Personal Propertyofficers of Seller and Parent, in respectively, dated as of the form attached hereto as Exhibit "H"Initial Closing Date; (ciii) a Certificate from the California Secretary One or more certificates signed by an authorized officer of State (or a commercial reporting service satisfactory to MRG) that indicates that Seller, dated as of the Initial Closing Date, to the effect that (1) each of Seller's representations and warranties made in Article IV hereof are true and correct in all material aspects as of the Initial Closing Date there and that all of the terms, covenants and conditions of this Agreement required to be complied with and performed by Seller at or prior to the Initial Closing Date have been duly complied with and performed in all material respects, and (2) the resolutions of each of the boards of directors of Parent and Seller delivered to Purchaser pursuant to this Section 3.2(a) have not been amended, modified, annulled or revoked and are no filings against Seller in full force and effect as of the office of Initial Closing Date; (iv) A certificate issued by the Secretary of State under the California Commercial Code that would be a lien on any of the items specified State of Arizona stating that Seller is in good standing, which certificate is dated no earlier than ten (10) Business Days prior to the Initial Closing Date; (v) All Schedules and Exhibits required to be delivered by Seller on the Initial Closing Date; (vi) A bill of sale transferring to Purchaser the Tangible Assets and xxx Intangible Assets, free and clear of all liens and encumbrances, as of the Initial Closing Date, which document shall be in the Xxxx form of Sale referred attached Exhibit D-1; (vii) A bill or bills of sale transferring to above Purchaser the Leases, Exxxxment Leases and Contract Rights, free and clear of all liens and encumbrances (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations), as of the Initial Closing Date or such other date or dates on which such items are transferred and assigned by Seller to Purchaser in accordance with the terms hereof, which document shall be in the form of attached Exhibit D-2. The bills of sale described in this paragraph (vii) shall, notwithstanding anything in this Section 3.2 to the contrary, be delivered by Seller to Purchaser on each date or dates on which such items are transferred and assigned by Seller to Purchaser; (dviii) The originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion correct copies of the Propertiesagreements and leases and all amendments thereto giving rise to the Contract Rights, the Equipment Leases and the Leases. In the event that Seller cannot transfer and assign to Purchaser all Contract Rights, Equipment Leases and Leases on the Initial Closing Date, Seller shall deliver the documents required by this clause (viii) immediately following its receipt of any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow)required Consents therefor; (eix) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction An executed copy of the Improvements (these may, at Seller's option, be delivered outside of escrow)Transition Services Agreement; (fx) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy The preliminary plan for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's optionheadquarters office in Phoenix, Arizona so that the Acquired Division and the Production Assets to be delivered outside of escrow); (h) to acquired by Purchaser are separated physically from the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit remainder of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory to MRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and (n) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of the foregoing items by an instrument in writingits operations.

Seller's Documents. At or before Seller, pursuant to the Closingprovisions of this Agreement, Seller shall deliver or cause to be delivered to Purchaser on the Title Company Closing Date the followingfollowing documents: (a1) duly executed and acknowledged grant deeds conveying to the MRG all Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (b) a duly executed xxxx of sale covering the Personal Property, in the form attached hereto as Exhibit "H"; (c) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRG) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations); (d) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow); (e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow); (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties A deed in the form attached as Exhibit "K," M, conveying to Purchaser fee simple title to the Real Estate, duly executed and acknowledged by Seller and in recordable form. (2) A blanket xxxx of sale conveying, selling and transferring to Purchaser all of Seller’s right, title and interest in and to the FF&E and Supplies, in the form annexed hereto as Exhibit N, duly executed by Seller (these mayit being understood that no inventory of FF&E or Supplies shall be undertaken by Seller in connection therewith, at Seller's option, be delivered outside except as required to comply with the provisions of escrowSection 2.C);. (j3) Subject to the provisions of Section 9.A hereof, an assignment and assumption of the Service Contracts, Equipment Leases and Rooms Agreements, in the form of Exhibit O annexed hereto, duly executed by Seller and Purchaser. (4) An assignment and assumption of the Space Leases and of any Lease Deposits held by Seller in connection therewith and of the Off-Site Rental Agreement, in the form of Exhibit P annexed hereto, duly executed by Seller and Purchaser, together with Seller’s executed counterparts (or, if not available, copies) thereof and a notice to each of the tenants thereunder informing them of such assignment and assumption. (5) An omnibus assignment of Receivables, Intangibles, Warranties and Licenses in the form of Exhibit Q annexed hereto, duly executed by Seller. (6) An assignment and assumption of the Reservations and Reservation Deposits in the form of Exhibit R annexed hereto, duly executed by Seller and Purchaser. (7) Certified copies of Seller’s organizational documents and such resolutions or consents evidencing the authority of Seller to enter into and close the transactions described herein, as well as the authority of the person(s) executing the documents described in this Section 12.A on behalf of Seller. (8) Such other instruments and documents as may be required by the Title Company to eliminate exceptions for unfiled mechanics’ or materialmen’s liens, for the insolvency of Seller, for the occupancy of any party other than tenants under the Space Leases and transient lodging guests, and to enable the title company to insure the “gap” between Closing and recordation of the deed, duly executed by Seller. (9) Plans and specifications, technical manuals and similar material, for the Improvements and the FF&E, if any, in Seller’s possession or control. (10) An affidavit of an officer of Seller stating that Seller is not a "“foreign person" ” within the meaning of Section 1445 of the Internal Revenue Code of 1954, as amended. (11) The original Books, or, at Seller’s option, copies thereof. (12) The Manager Estoppel, duly executed by Manager and Seller. (13) An assignment and assumption of the Hotel Management Agreement in the form of Exhibit S annexed hereto (or in such other form as reasonably requested by Manager), duly executed by Seller and Purchaser. (14) An assignment of the note and deed of trust evidencing the General Manager’s Mortgage Loan substantially in the form attached of Exhibit V annexed hereto, duly executed by Seller and in recordable form. (15) The original note evidencing the General Manager’s Mortgage Loan, together with any such allonge or endorsement thereof by Seller to Purchaser as may be reasonably requested by Purchaser. (16) Such forms and certificates as may be required by applicable law to be filed or delivered in connection with the recording of the deed, including form FP7, duly executed by the Seller and Purchaser. (17) The Art Work License in the form annexed hereto as Exhibit "M";T, duly executed by the owner of the Art Work and Purchaser, together with any UCC-1 financing statements to be filed in connection therewith. (k18) closing statement A guaranty of Xxxxx Xxxxxxx in form and content satisfactory substance to MRG be reasonably agreed upon between Seller and Purchaser prior to Closing, whereby Xxxxx Xxxxxxx agrees to guaranty the performance of Seller;’s obligations under Sections 9.C and 13.C of this Agreement, subject to an overall cap on liability of $10,000,000. (l19) a duly executed Assignment of Leases in Any other documents reasonably required to effectuate the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and (n) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of the foregoing items by an instrument in writingtransactions hereunder.

Seller's Documents. At or before least one (1) business days prior to the Closing, Seller shall shall, at its sole cost and expense, deliver to the Title Company as escrow, the followingfollowing documents and instruments, each effective as of the Closing Date and executed by Seller, in addition to the other terms and payments required by this Agreement to be delivered by Seller: (ai) the duly executed and acknowledged grant deeds conveying to the MRG all Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant theretoDeed; (bii) a duly executed xxxx Xxxx of sale Sale covering the Personal Property, in the form attached hereto as Exhibit "H"“C”; (ciii) a Certificate from the California Texas Secretary of State (or a commercial reporting service satisfactory to MRGBuyer) that indicates dated no earlier than one (1) business day prior to the Closing Date, indicating that as of the Closing Certificate Date there are no filings against Seller in the office of the Secretary of State under the California Texas Commercial Code (or similar statute) that would be a lien on any of the items specified in the said Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with being released at the Assumed Obligationstime of the Closing); (div) two (2) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow); (e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow); (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "“foreign person" ” within the meaning of Section 26 U.S.C. § 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"“H”; (kv) closing statement in form and content satisfactory to MRG and Sellerthe “Closing Statement” (as hereinafter defined); (lvi) a duly executed General Assignment in the form attached hereto as Exhibit ”D”; (vii) a duly executed Assignment and Assumption of Leases in the form attached hereto as Exhibit "I"“E” (which will be modified, if necessary, to include an assignment of rights and assumption of obligations under any Service Contracts which are included in the List of Surviving Service Contracts); (mviii) such proof of Seller’s authority and authorization to enter into this Agreement and the transaction contemplated hereby, and such proof of the power and authority of the individual(s) executing or delivering any instruments, documents or certificates on behalf of Seller to act for and bind Seller as may be reasonably required by Title Company or Buyer; (ix) such other documents and instruments, signed and properly acknowledged by Seller, if appropriate, as may be reasonably required by Buyer, Escrow Agent or otherwise in order to effectuate the provisions of this Agreement and the Closing of the transactions contemplated herein, including, without limitation, reasonable or customary title affidavits. (x) the original Tenant Leases including any amendments, modifications, letter agreements, and correspondence relating thereto (to be delivered to Buyer at the Property at the Close of Escrow); (xi) the Security Deposits; (xii) an updated Rent Roll, dated as of the Closing Date; (xiii) two (2) duplicate original copies of a duly executed Xxxx notice to the tenants under the Leases of Sale the transfer of title and assumption by Buyer of the landlord’s obligations under the Leases in the form attached hereto as Exhibit "N"“I” (hereinafter the “Notice to Tenants”); (xiv) two (2) duplicate original copies of the Closing Statement described in Section 9(i) duly executed by Seller; (xv) possession of the Property and all keys to the Improvements which Seller or Seller’s agents have in their possession, which keys shall include at least one (1) key for every apartment unit, and which keys shall be properly tagged for identification (to be delivered to Buyer at the Property upon Close of Escrow); (xvi) evidence of the existence, organization and authority of Seller and of the authority of persons executing documents on behalf of Seller reasonably satisfactory to Buyer and Title Company; and (nxvii) any other documents, instruments or agreements called for hereunder instruments, funds and records required to be delivered to Buyer under the terms of this Agreement which have not been previously been delivered. MRG Buyer may waive compliance on Seller's ’s part under any of the foregoing items only by an instrument in writing.

Seller's Documents. At or before the Closing, Seller shall deliver or cause to the Title Company be delivered to Buyer the following: (a) duly executed 14.1.1 Certified resolutions of the Board of Directors of Seller approving the execution and acknowledged grant deeds conveying to delivery of this Agreement and authorizing the MRG all Real Property described as consummation of the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant theretotransactions contemplated hereby; (b) a duly executed xxxx 14.1.2 A certificate of sale covering Seller, dated the Personal PropertyClosing Date, in the form attached hereto as Exhibit "H"described in Section 11.1.3; 14.1.3 Governmental certificates showing that Seller: (ca) is duly organized and in good standing in the State of Delaware; and (b) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a Certificate from foreign corporation in the California Secretary State of State California, each certified as of a date not more than thirty (30) days before the Closing Date; 14.1.4 Such certificates, bills of sale, general warranty deeds, assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or a commercial reporting service transfer required to be delivered hereunder), and lien releases, all in form satisfactory to MRG) that indicates that Buyer and Buyer's counsel, as of shall be effective to vest in Buyer good and marketable title in and to the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filingsStations Assets, free, clear and unencumbered except for Permitted Encumbrances, if any, as are disclosed set forth on SCHEDULE 7.7 and SCHEDULE 7.8 and Assumed Liabilities. 14.1.5 An Assignment and Assumption Agreement in Section 2.02 in connection with the form of SCHEDULE C effectuating the assignment and assumption of the Assumed ObligationsLiabilities (the "Assignment and Assumption Agreement"); 14.1.6 The Indemnification Escrow Agreement and the Deposit Escrow Agreement (d) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrowpreviously delivered); (e) 14.1.7 At the time and place of Closing, originals or and all copies of all service contractsprogram, operations, transmission or maintenance contracts logs and management affecting the Property (collectively, the "Service Contracts") all other records required to be continued maintained by MRG after the ClosingFCC with respect to the Stations, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction including the public files of the Improvements (these mayStations, shall be left at the Stations and thereby delivered to Buyer; 14.1.8 A written opinion of Seller's optioncorporate counsel in a form reasonably acceptable to Buyer, be delivered outside dated as of escrow)the Closing Date; (f) a duly executed Assignment 14.1.9 A written opinion of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's optionFCC counsel in a form reasonably acceptable to Buyer, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached dated as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory to MRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"Closing Date; and (n) any other documents14.1.10 Such additional information, materials, agreements, documents and instruments or agreements called for hereunder which have not previously been delivered. MRG as Buyer and its counsel may waive compliance on Seller's part under any of reasonably request in order to consummate the foregoing items by an instrument in writingClosing.

Seller's Documents. At or before the Closing, Seller Sellers shall deliver or cause to the Title Company the followingbe delivered to Buyer: (ai) duly executed and acknowledged grant deeds conveying to good standing certificates issued by the MRG all Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant theretoSecretary of State of each Seller’s jurisdiction of formation; (bii) certified copies of resolutions authorizing the execution, delivery and performance of this Agreement, including without limitation the consummation of the transactions contemplated hereby; (iii) certified copies of the organizational documents of each Seller and an incumbency certificate with respect to each Person executing this Agreement or any Ancillary Agreement on behalf of any Seller; (iv) the certificate described in Section 7.1(c); (v) an assignment of FCC authorizations assigning the FCC Licenses from Sellers to Buyer; (vi) an assignment and assumption of contracts assigning the Station Contracts (other than the Excluded Station Contracts) from Sellers to Buyer (the “Assignment and Assumption Agreement”); (vii) an assignment and assumption of leases assigning the Real Property Leases (if any) from Sellers to Buyer (the “Assignment and Assumption of Leases”); (viii) general warranty deeds conveying the Owned Real Property (if any) from Sellers to Buyer; (ix) an assignment of marks assigning the registered Marks listed on Schedule 2.11(a) (if any) from Sellers to Buyer; (x) domain name transfers assigning the Stations’ domain names (if any) from Sellers to Buyer; (xi) endorsed vehicle titles conveying the vehicles included in the Tangible Personal Property (if any) from Sellers to Buyer; (xii) a duly executed xxxx of sale covering conveying the Personal Propertyother Station Assets from Sellers to Buyer; (xiii) a mutually acceptable Transition Services Agreement, with a term of at least one year, pursuant to which the Sellers shall provide (A) comprehensive general trafficking services for the Stations that are affiliates of FOX, (B) trafficking services with respect to “The Tube” for all Stations other than KGBT and (C) trafficking services with respect to NBC WeatherPlus for the Stations that are affiliates of NBC, in each case on terms at least as favorable as the terms generally in effect as of the date hereof with respect to the delivery of such services by Sellers or their Affiliates (the “Transition Services Agreement”); (xiv) an affidavit of non-foreign status of Sellers that complies with Section 1445 of the Code; (xv) an opinion of counsel, substantially in form attached hereto as Exhibit "H"A, with respect to certain regulatory matters, provided that Buyer will reimburse Sellers for the reasonable cost of such opinion; (cxvi) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory deliveries required by Sellers pursuant to MRGSection 4.7(b) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations); (d) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow); (e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow); (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory to MRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"hereof; and (nxvii) any other documentsinstruments of conveyance, instruments or agreements called assignment and transfer that may be reasonably necessary to convey, transfer and assign the Station Assets from Sellers to Buyer, free and clear of Liens, except for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of the foregoing items by an instrument in writingPermitted Liens.

Seller's Documents. At or before the Closing, Seller shall deliver or cause to the Title Company be delivered to Buyer the following: (a) duly executed 14.1.1 Certified resolutions of the directors and acknowledged grant deeds conveying to sole shareholder of each Seller approving the MRG all Real Property described as execution and delivery of this Agreement and authorizing the OSH Center, consummation of the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant theretotransactions contemplated hereby; (b) a duly executed xxxx 14.1.2 A certificate of sale covering each Seller, dated the Personal PropertyClosing Date, in the form attached hereto as Exhibit "H"described in Section 11.1.3; 14.1.3 Governmental certificates showing that (a) each of RBT xxx RLT is duly organized, validly existing and in good standing in the State of Delaware, (b) RBT xx qualified to transact business and in good standing in the State of California; and (c) each of RBT xxx RLT has filed all returns, paid all taxes due' thereon and is currently subject to no assessment, each certified as of a Certificate from date not more than thirty (30) days before the California Secretary Closing Date; 14.1.4 Such certificates, bills of State sale, general warranty deeds, assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or a commercial reporting service transfer required to be delivered hereunder), and lien releases, all in form satisfactory to MRG) that indicates that Buyer and Buyer's counsel, as of shall be effective to vest in Buyer good and marketable title in and to the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filingsStations Assets, free, clear and unencumbered except for Permitted Encumbrances, if any, as are disclosed in Section 2.02 in connection with set forth on SCHEDULE 7.7 and SCHEDULE 7.8. Without limitation of the Assumed Obligations); (d) originals of all leases (and amendments, modifications and letter agreements relating theretoforegoing, if any) or if originals such are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow); (e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after recorded pursuant to Section 7.8.3 the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow); (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) real estate leases relating to the extent available to Seller originals leased Real Estate (or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (hmemoranda thereof) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," shall have been executed by Seller (these may, at Sellerand each landlord and duly recorded with the recorder's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory to MRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and (n) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of the foregoing items by an instrument in writingoffice.

Seller's Documents. At (a) Seller shall, as soon as possible and not later than FIFTEEN (15) days from the date this Contract is executed by Buyer, at Seller's expense, deliver to Buyer legible, accurate and complete copies of the following which are in Seller's possession (the "Delivery Items"): The Lease; a standard form ALTA Owner's Title Commitment ("Title Commitment") covering the Property and issued by the Title Company along with copies of all documents referred to as exceptions therein; any existing surveys and site plans of the Property; any environmental report; any existing soil reports in Seller's possession or before control. After completion of construction, Seller agrees to deliver to Buyer the Closingfollowing: any engineering reports, architectural reports and reviews, construction drawings, final plans and specifications, and a certificate of occupancy. (b) Upon substantial completion of the improvements on the Property, Seller shall deliver to Buyer an ALTA as-built survey ("Survey") of the Property and improvements. The Survey shall by certified to Seller, Buyer and the Title Company Company, incorporate the following: (a) duly executed Title Commitment and acknowledged grant deeds conveying to the MRG all Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building Buyer's survey requirements and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (b) a duly executed xxxx form of sale covering the Personal Property, in the form certification attached hereto as Exhibit "H"; (c) EXHIBIT F and made a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRG) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations); (d) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow); (e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closingpart hereof, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow); (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices plat and identify all easements, boundaries, restrictions, set-backs, utilities, parking (but not the number of parking spaces), improvements, driveways, streets, rights of way, and curb cuts, (ii) show thereon a legal description of the Property, (iii) disclose whether the Property is in a flood plain, (iv) show the total square feet of the Property, and (v) provide recording information for all recorded documents, and (v) otherwise be in sufficient detail to allow Buyer to remove the tenants at the Properties standard exceptions for surveys in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory to MRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and (n) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of the foregoing items by an instrument in writingtitle policy.

Seller's Documents. At or before least two (2) business days prior to the Closing, Seller shall deliver to the Title Company as escrow, the following: (ai) a duly executed and acknowledged grant deeds deed conveying to the MRG all Buyer the Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (bii) a duly executed xxxx of sale covering the Personal Property, in the form attached hereto as Exhibit "HC"; (ciii) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRGBuyer) that indicates that as of the Closing Certificate Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code (or similar statute) that would be a lien on any of the items specified in the said Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with being released at the Assumed Obligationstime of the Closing); (div) originals an assignment and assumption of all rights to the various tenant leases (and amendmentsaffecting the Property, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow)E"; (ev) an assignment and assumption of service contracts affecting the Property, in the form attached hereto as Exhibit "F"; (vi) originals of all, plans, specifications, reports and similar documents of significance as the same relate to the Property, if any; (vii) originals or copies of all service contracts, maintenance contracts contracts, and management contracts, if any, affecting the Property (hereinafter, collectively, the "Service Contracts") to be continued by MRG Buyer, as determined by Buyer in its sole discretion, after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of suppliers, materialmen, consultants, architects, engineers, and others who have performed work on the Improvements (these may, at Seller's option, be delivered outside of escrow)Property; (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (gviii) to the extent available to Seller originals of all architectural plans, designs, permits, studies, reports, or copies similar documents of building permits and certificates of occupancy for significance relating to the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow)Property; (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (jix) an affidavit of Seller that Seller is are not a "foreign person" within the meaning of Section 26 U.S.C. ss. 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "MF"; (kx) closing statement in form and content satisfactory to MRG Buyer and Seller; (lxi) a duly executed Assignment of Leases in certified statement that the form attached hereto as Exhibit "I"; (m) a duly executed signatures on all transfer documents, Deed, Xxxx of Sale in the form attached hereto as Exhibit "N"Sale, Assignment & Assumption agreements, and related documents are duly authorized signatures; and (nxii) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing.

Seller's Documents. At or before least two (2) business days prior to the Closing, Seller shall deliver to the Title Company as escrow, the following: (ai) a duly executed and acknowledged grant deeds deed conveying to the MRG all Buyer the Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (bii) a duly executed xxxx of sale covering the Personal Property, in the form attached hereto as Exhibit "HD"; (ciii) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRGBuyer) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to in Section 8(e)(ii) above (other than such filings, if any, as are disclosed in Section 2.02 in connection with being released at the Assumed Obligationstime of the Closing); (div) originals of all leases (documents, letters, plans, specifications, reports and amendmentssimilar matters as the same relate to the Entitlements, modifications and letter agreements relating thereto, if any) or if originals are not available, true Seller shall transfer ownership and accurate photocopies thereof, covering any portion possession of all Entitlement materials by way of physical deliver outside of escrow by delivery thereof to Diversified Investment & Management Corporation. Seller shall execute and deliver the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the "Entitlement Transfer" form attached hereto as Exhibit "IE" (these may, at Seller's option, be delivered outside of escrow)and incorporated herein; (ev) originals or copies of all service contracts, maintenance contracts and management contracts, if any, affecting the Property (collectively, the "Service Contracts") to be continued by MRG Buyer after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers suppliers, materialmen, consultants, architects, engineers and others who have performed work on the Property or materialmen in connection with construction of obtaining the Improvements (these may, at Seller's option, be delivered outside of escrow)Entitlements; (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (gvi) to the extent available to Seller originals of all architectural plans, designs, permits, studies, reports, agreements or copies of building permits similar matters generated in the Entitlement process and certificates of occupancy for relating to the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow)Property; (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (jvii) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986 (the "Code") duly executed by Seller in the form attached hereto as Exhibit "ME"; (kviii) closing statement in form and content satisfactory to MRG Buyer and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and (nix) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing.

Seller's Documents. At or before least two (2) business days prior to the Closing, Seller shall deliver to the Title Company as escrow, the following:: Buyer and Seller acknowledge receipt of a copy of this page. Buyer's Initials (PP)(_______) Seller's Initials (DM)(_______) (ai) a duly executed and acknowledged grant deeds deed conveying to the MRG all Buyer the Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (bii) a duly executed xxxx of sale covering the Personal Property, in the form attached hereto as Exhibit "H"`C'; (ciii) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRGBuyer) that indicates that as of the Closing Certificate Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the said Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with being released at the Assumed Obligationstime of the Closing); (div) originals an assignment and assumption of all rights to the various tenant leases (and amendmentseffecting the Property, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow)`H'; (ev) an assignment and assumption of service contracts effecting the Property, in the form attached hereto as Exhibit `I'; (vi) originals of all, plans, specifications, reports and similar documents of significance as the same relate to the Property, if any. (vii) originals or copies of all service contracts, maintenance contracts and management contracts, if any, affecting the Property (hereinafter, collectively, the "Service Contracts") to be continued by MRG Buyer, as determined by Buyer in its sole discretion, after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of suppliers, materialmen, consultants, architects, engineers and others who have performed work on the Improvements (these may, at Seller's option, be delivered outside of escrow)Property; (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (gviii) to the extent available to Seller originals of all architectural plans, designs, permits, studies, reports, or copies similar documents of building permits and certificates of occupancy for significance relating to the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow)Property; (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (jix) an affidavit of Seller that Seller is not a "foreign person" within the meaning of 26 U.S.C. Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M";`E'; Buyer and Seller acknowledge receipt of a copy of this page. Buyer's Initials (PP)(_______) Seller's Initials (DM)(_______) (kx) closing statement in form and content satisfactory to MRG Buyer and Seller; (lxi) a duly executed Assignment certified copy of Leases in the form attached hereto as Exhibit "I"corporate resolution authorizing the sale; (mxii) a duly executed certified statement that the signatures on all transfer documents, Deed, Xxxx of Sale in the form attached hereto as Exhibit "N"Sale, Assignment & Assumption agreements and related documents are duly authorized signatures; and (nxiii) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing.

Seller's Documents. At Seller, pursuant to the provisions of this Agreement, shall deliver or cause to be delivered to the Closing Agent pursuant to the Closing Agreement on or before the Escrow Closing, Seller shall deliver for release to Purchaser on the Title Company the following: (a) duly executed and acknowledged grant deeds conveying to the MRG all Real Property described as the OSH CenterClosing Date, the Retail Centerfollowing instruments, the San Francisco Office Building documents and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (b) a duly executed xxxx of sale covering the Personal Property, in the form attached hereto as Exhibit "H"; (c) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRG) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations); (d) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow); (e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow); (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow);items: (i) notices to Five (5) duly executed counterparts of the tenants at Closing Agreement. (ii) Four (4) duly executed counterparts of the Properties Assignment and Assumption of Lease in the form of Exhibit B attached as Exhibit "K," executed by Seller hereto and made a part hereof (these may, at Seller's option, be delivered outside the “Assignment of escrowLease”);. (jiii) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 Four (4) duly executed counterparts of the Code duly executed by Seller Assignment and Assumption of Subleases in the form of Exhibit H attached hereto as Exhibit "M";and made a part hereof (the “Assignment of Subleases”). (kiv) closing statement Four (4) duly executed counterparts of the Leaseback Lease. (v) Four (4) duly executed counterparts of the Memorandum of Lease. (vi) A duly executed certification as to Seller’s non-foreign status. (vii) The consent of those members of Seller whose consent shall be required authorizing the assignment of the Existing Lease to Purchaser in form and content reasonably satisfactory to MRG and Seller;Purchaser. (lviii) a If applicable, six (6) duly executed Assignment counterparts of Leases in the form attached hereto as Exhibit "I";SNDA. (mix) A reasonable and customary seller’s affidavit to the Purchaser’s title insurance company (which affidavit will include a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and (n) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any certification by Seller that it has no knowledge of the foregoing existence of any Unrecorded Items (as hereinafter defined), unless and to the extent that such items otherwise constitute Permitted Encumbrances under item 12 of said Schedule 2). Purchaser agrees that if Seller delivers a title affidavit in accordance with this clause “(ix)” and, notwithstanding, the Purchaser’s title insurance company elects to except from its title insurance coverage any Unrecorded Items, the same shall not constitute a breach by an instrument in writingSeller hereunder or permit Purchaser to assert that such exceptions to title coverage comprise Title Objections. As referenced herein, the term “Unrecorded Items” shall mean: (1) unrecorded easements or lesser rights for sewer lines, sewer clean outs, sewer manhole and incidental purposes, (2) unrecorded easements or lesser rights for gas lines, gas meters and incidental purposes, (3) unrecorded easements or lesser rights for drainage, storm drains, slotted drain, back flow assembly and incidental purposes, and (4) unrecorded easements or lesser rights for water lines, water valves and incidental purposes.

Seller's Documents. At or before the Closing, Seller shall deliver or cause to the Title Company be delivered to Buyer the following: (a) duly executed 14.1.1 Certified resolutions of the Board of Directors of Seller approving the execution and acknowledged grant deeds conveying to delivery of this Agreement and authorizing the MRG all Real Property described as consummation of the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant theretotransactions contemplated hereby; (b) a duly executed xxxx 14.1.2 A certificate of sale covering Seller, dated the Personal PropertyClosing Date, in the form attached hereto as Exhibit "H"described in Section 11.1.3; 14.1.3 Governmental certificates showing that Seller is duly organized and in good standing in the State of Ohio, and authorized to do business in the State of California each certified as of a date not more than thirty (c30) a Certificate from business days before the California Secretary Closing Date; 14.1.4 Such certificates, bills of State sale, assignments, general warranty deeds, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or a commercial reporting service transfer), and Lien releases, all in form satisfactory to MRG) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filings, if anyBuyer and Buyer's counsel, as are disclosed shall be effective to vest in Section 2.02 Buyer good, marketable and insurable title in connection with and to the Assumed Obligations);Stations Assets, free, clear and unencumbered. (d) originals of all leases (14.1.5 An Assignment and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases Assumption Agreement in the form attached hereto as Exhibit of EXHIBIT C effectuating the assignment and assumption of the Assumed Liabilities (the "I" (these mayAssignment and Assumption Agreement"). 14.1.6 At the time and place of Closing, at Seller's option, be delivered outside of escrow); (e) originals or and all copies of all service contractsprogram, operations, transmission or maintenance contracts logs and management affecting the Property (collectively, the "Service Contracts") all other records required to be continued maintained by MRG after the ClosingFCC with respect to the Citicasters Stations, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction including the public files of the Improvements (these mayCiticasters Stations, shall be left at Seller's option, be the Citicasters Stations and thereby delivered outside of escrow)to Buyer; (f14.1.7 Execute and deliver to Buyer the KKLQ(FM) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, tower site lease in the form attached hereto as Exhibit of EXHIBIT D; and 14.1.8 Deliver to Buyer either (a) an amended lease with the University of California San Diego ("JUCSD"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); that (i) notices extends the initial lease term to at least ten (10) years, with options to extend for at least two (2) terms of (5) years, (ii) eliminates Buyer's obligations regarding the tenants at covering of UCSD events, the Properties airing of certain UCSD programming, and the hiring of UCSD students as interns, and (iii) does not increase the annual cost of the current lease; or (b) alternative transmitter site arrangements which are reasonably satisfactory to Buyer; 14.1.9 The Unwind Agreement in the form attached of EXHIBIT A, if necessary. 14.1.10 Such additional information, materials, agreements, documents and instruments as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within Buyer and its counsel may reasonably request in order to consummate the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory to MRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and (n) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of the foregoing items by an instrument in writingClosing.

Seller's Documents. At or before the Closing, Seller shall deliver to the Title Company the following: (a) duly executed and acknowledged grant deeds conveying to the MRG all Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (b) a duly executed xxxx of sale covering the Personal Property, in the form attached hereto as Exhibit "H"; (c) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRG) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations); (d) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow); (e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractorsas a condition precedent ------------------ to Purchaser's obligations under this Agreement, subcontractorsSeller, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, addition to delivering all other items required under this Agreement to be delivered outside of escrow); (f) a duly executed Assignment of Service Contractsby Seller, Warranties and Guaranties and Other Intangible Property, in shall deliver to Purchaser the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow);following documents: (i) notices documents, in form and substance reasonably acceptable to Purchaser and Seller, (A) authorizing the tenants at the Properties in the form attached as Exhibit "K," executed execution and delivery by Seller of this Agreement and of the documents required to be executed and delivered by Seller pursuant to this Agreement, and (these mayB) evidencing the authority of the persons signing this Agreement and the documents to be executed and delivered by Seller pursuant to this Agreement; and (ii) an executed assignment, at in form and substance reasonably acceptable to Purchaser and Seller's option, be delivered outside of escrow)all of the right, title and interest of Seller in, to and under all agreements with, and all Permits issued by, all governmental authorities having jurisdiction over the Properties, together with the written consents by all such governmental authorities to such assignments by Seller, and together with a fully-executed original (or a copy certified as true and correct by Seller) of each of the agreements and Permits with respect to which Seller is assigning its rights; (jiii) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"Option Policy; (kiv) closing statement Intentionally Omitted (v) the Private Roadway Easement, in form and content satisfactory substance reasonably acceptable to MRG Purchaser and Seller; (lvi) a duly executed Assignment the authorizations that are described in paragraph 3(b)(ii) of Leases this Agreement, in the form attached hereto as Exhibit "I"and substance reasonably acceptable to Purchaser and Seller; (mvii) the approvals that are described in paragraph 3(b)(iii) of this Agreement, in form and substance reasonably acceptable to Purchaser and Seller; (viii) a duly copy of the fully-executed Xxxx of Sale Xxxxxx Amendment, certified as true and correct by Seller; (ix) the Sales Center Agreement, in form and substance reasonably acceptable to Purchaser and Seller, in duplicate; (x) the Attornment Agreement, in form attached hereto as Exhibit "N"and substance reasonably acceptable to Purchaser and Seller, in duplicate; and (nxi) any such other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG instruments, certifications, confirmations, ALTA statements, gap undertakings and assignments as may waive compliance on Seller's part under any of be reasonably required to fully effect and consummate the foregoing items transactions contemplated by an instrument in writingthis Agreement.

Seller's Documents. At During the Inspection Period, Buyer and its agents and consultants, subject to their strict compliance with the confidentiality requirements of this Agreement, shall have the right to review and photocopy at Buyer's expense all documents in the possession of Seller relating to the Property ("Seller's Documents") except Seller's internal financial analysis and, subject to the terms and conditions set forth below, (i) communications with other prospective buyers of all or before any portion of the ClosingProperty, and (ii) materials and communications relating to currently pending or threatened litigation, as listed on Schedule 8.1.1(b), that are subject to attorney-client privilege. The review and photocopying of Seller's Documents shall be conducted at a location in Kitsap County, Washington, to be designated by Seller. "In the possession of Seller" shall include documents relating to the Property in the possession of Seller's consultants and prepared at Seller's expense, provided that Buyer shall make arrangements with such consultants for the review and photocopying of such documents at Buyer's expense (and provided further, that Seller shall cooperate with Buyer's efforts to obtain access to all such Seller's Documents in the possession of Seller's consultants). Except as otherwise expressly provided herein, Seller shall deliver makes no representations or warranties, express or implied, as to the Title Company accuracy or completeness of Seller's Documents except those prepared by Seller for Buyer (such as financial information and also including, without limitation, all schedules and exhibits attached to this Agreement). Seller expressly disclaims any and all liability for representations or warranties, expressed or implied, contained in or for omissions from Seller's Documents, except those prepared by Seller for Buyer and except as otherwise expressly provided in this Agreement. Buyer agrees not to distribute Seller's Documents to others (other than its consultants, affiliates, investors, advisors and their respective employees) in whole or in part at any time without the following: prior written consent of Seller, and to keep confidential all information contained therein or made available in connection with any further discussions relating to the Property. Seller's Documents are being delivered for the limited purpose of assisting Buyer in deciding whether or not to proceed with its purchase of the Property and upon the express understanding that they will be used only for such purpose. Buyer agrees to make use of Seller's Documents only for the purpose of evaluating the purchase of the Property and agrees not to disclose to any person, except its consultants, affiliates, investors, advisors and their respective employees who have a need to know, the contents of Seller's Documents, that discussions are taking place, or that information is being exchanged between parties. Upon the termination of this Agreement, Buyer shall return its copies of Seller's Documents to Seller without retaining any copies thereof. Buyer shall not distribute Seller's Documents to more than ten (10) investors at a time and shall require all such investors to keep confidential all information contained therein. The above notwithstanding, Buyer and its agents and consultants shall have the right (i) to use all Seller's Documents in connection with its due diligence review; (ii) to discuss the Property, and information contained in or learned from the Seller's Documents, with governmental authorities in connection with its due diligence review; (iii) to disclose information contained in the Seller's Documents to the extent required by any law or regulation or in connection with enforcement of this Agreement; and (iv) to keep and retain all Seller's Documents and all records relating to the Property upon Closing. Buyer shall have no confidentiality obligation after Closing. Seller also covenants and agrees that (1) no materials withheld from Seller pursuant to clauses (i) or (ii) in the first sentence of this Section 4.2 contain or will contain any information about or allegation of (a) duly executed any material defect concerning the Property (including its physical condition, value, usefulness or development potential) not otherwise disclosed in the privilege log prepared by Seller for Buyer regarding every item withheld pursuant to clause (ii) in the first sentence of this Section 4.2 (the "Privilege Log"), a schedule to this Agreement, or the environmental reports, assessments, and acknowledged grant deeds conveying to the MRG all Real Property studies described as the OSH Centerat Schedule 8.1.1(i), the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (b) a duly executed xxxx any fact or circumstance which, if true, would make any representation or warranty of sale covering the Personal PropertySeller in this Agreement materially inaccurate, in the form attached hereto as Exhibit "H"; or (c) a Certificate from the California Secretary of State (claim by any third party to have any right or a commercial reporting service satisfactory to MRG) that indicates that as of the Closing Date there are no filings against Seller interest in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations); (d) originals of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering materially affecting any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases Property except as disclosed in the form attached hereto as Exhibit "I" Contracts, DNR Lease, Preliminary Commitment, Privilege Log, Tenant Leases, or Schedule 8.1.1(b); and (these may2) Seller shall, at Seller's option, be delivered outside of escrow); within ten (e10) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG days after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow); (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," date this Agreement is executed by Seller (these mayall parties, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within deliver the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory Privilege Log to MRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and (n) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of the foregoing items by an instrument in writingBuyer.

Seller's Documents. At or before the a Lot Closing, Seller as a condition ------------------ precedent to Purchaser's obligations to purchase the Exercised Lot which is the subject of such Lot Closing, Seller, in addition to delivering all other items required by this Agreement to be delivered by Seller, shall deliver to Purchaser the Title Company the followingfollowing documents, all of which shall be in form and substance acceptable to Purchaser: (aI) duly executed and acknowledged grant deeds conveying to the MRG all Real Property described as the OSH Centeran executed, the Retail Centerstamped, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (b) a duly executed xxxx of sale covering the Personal Property, recordable special warranty deed in the form attached hereto as Exhibit "H"; (c) Q and made a Certificate from the California Secretary part hereof, --------- with release of State (or a commercial reporting service satisfactory to MRG) that indicates that as of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filingsdower and homestead rights, if any, as are disclosed if required under local practice, conveying to Purchaser good and merchantable title in Section 2.02 in connection with fee simple absolute to the Assumed Obligations)Exercised Lot which is the subject of such Lot Closing, subject only to the Acceptable Option Tract Title Exceptions relating to such Exercised Lot, and a Lot Adjustment Agreement, if applicable, and conveying to Purchaser an easement of enjoyment pursuant to the Easement of Enjoyment; (dII) originals an executed affidavit of all leases (title with respect to the Exercised Lot which is the subject of such Lot Closing, covering the Lot Closing Date [as same may be extended pursuant to the provisions of this Agreement] for such Exercised Lot, and amendmentsshowing title in Seller subject only to the Acceptable Option Tract Title Exceptions relating to such Exercised Lot, modifications and letter agreements relating theretoa Lot Adjustment Agreement, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow)applicable; (eIII) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") an executed certification from Seller with respect to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside non-foreign status sufficient to comply with the requirements of escrow); (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section section 1445 of the Internal Revenue Code duly executed by Seller in of the form attached hereto as Exhibit "M"; (k) closing statement in form United States of America and content satisfactory to MRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"all regulations applicable thereto; and (nIV) any documents (a) authorizing the execution and delivery by Seller of the documents required to be executed and delivered by Seller at such Lot Closing, and (b) evidencing the authority of the persons signing the documents to be executed and delivered by Seller at such Lot Closing pursuant to this Agreement; and (V) the Exercised Lot Title Policy with respect to the Exercised Lot which is the subject of such Lot Closing; and (VI) such other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG instruments, certifications, confirmations, ALTA statements, gap undertakings and assignments as may waive compliance on Seller's part under any be reasonably required to fully effect and consummate the consummation of the foregoing items exercise by an instrument in writingPurchaser of its Option to purchase such Exercised Lot.

Seller's Documents. At or before the Closing, Seller shall deliver or ------------------ cause to the Title Company be delivered to Buyers the following: (a) duly executed 14.1.1 Certified resolutions of the Board of Directors of Seller approving the execution and acknowledged grant deeds conveying to delivery of this Agreement and authorizing the MRG all Real Property described as consummation of the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant theretotransactions contemplated hereby; (b) a duly executed xxxx 14.1.2 A certificate of sale covering Seller, dated the Personal PropertyClosing Date, in the form attached hereto as Exhibit "H"described in Section 11.1.3; 14.1.3 Governmental certificates showing that Seller: (ca) is duly organized and in good standing in the State of Delaware; and (b) has filed all returns, paid all taxes due thereon and is currently subject to no assessment and is in good standing as a Certificate from foreign corporation in the California Secretary Commonwealth of State Pennsylvania, each certified as of a date not more than thirty (30) days before the Closing Date; 14.1.4 Such certificates, bills of sale, assignments, documents of title and other instruments of conveyance, assignment and transfer (including without limitation any necessary consents to conveyance, assignment or a commercial reporting service transfer required to be delivered hereunder), and lien releases, all in form reasonably satisfactory to MRG) that indicates that Buyers and Buyers' counsel, as shall be effective to vest in Buyers good and marketable title in and to the Station Assets in accordance with the terms of the Closing Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified in the Xxxx of Sale referred to above (other than such filingsthis Agreement, free, clear and unencumbered except for Permitted Encumbrances, if any, as are disclosed set forth on Schedule 7.7. ------------ 14.1.5 An Assignment and Assumption Agreement in Section 2.02 in connection with the form of Exhibit C effectuating the assignment and assumption of the Assumed ObligationsLiabilities --------- (the "Assignment and Assumption Agreement"); (d) 14.1.6 At the time and place of Closing, originals and all copies of all leases (program, operations, transmission or maintenance logs and amendmentsall other records required to be maintained by the FCC with respect to the Station, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion including the public files of the PropertiesStation, any non-cash security deposits relating theretoshall be left at the Station and thereby delivered to Buyers; 14.1.7 A written opinion of Seller's corporate and FCC counsel, all tenant files and on which Buyers' lenders shall be entitled to rely, in a duly executed Assignment form reasonably acceptable to Buyers, dated as of Leases the Closing Date; 14.1.8 A Tower License Agreement in the form attached hereto as of Exhibit D (the --------- "I" (these may, at Seller's option, be delivered outside of escrow)Tower License Agreement) executed by NMG; (e) originals or copies of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of the Improvements (these may, at Seller's option, be delivered outside of escrow); (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," 14.1.9 The Antenna License Agreement executed by Seller (these mayNMG, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory to MRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"if applicable; and (n) any other documents14.1.10 Such additional information, materials, agreements, documents and instruments or agreements called for hereunder which have not previously been delivered. MRG as Buyers and their counsel may waive compliance on Seller's part under any of reasonably request in order to consummate the foregoing items by an instrument in writingClosing.

Seller's Documents. At or before the Closing, The Seller shall will deliver to the Title Company the followingBuyer: (a) a certificate of the Seller in form and substance satisfactory to the Buyer acting reasonably, duly executed by a senior officer of the Seller on behalf of the Seller and acknowledged grant deeds conveying not in such officer's personal capacity, stating that, except as disclosed in such certificate: (i) each of the Seller's covenants and obligations to be performed under this Purchase Agreement at Section 7.2 at or before the MRG time of Closing has been performed or satisfied in all Real Property described as material respects; and (ii) each of the OSH Center, conditions for the Retail Center, benefit of the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant theretoSeller set out in Section 6.2 has been either satisfied or waived; (b) a duly executed xxxx certificate of sale covering an officer of the Personal PropertySeller undertaking, in good faith, to proceed with consents to the form attached hereto assignment, or novation of those certain Confirmed Contracts and those certain Conditional Orders (subject to Section 6.1(b)) that have, as Exhibit "H"at the Closing Date, not yet received novation from their respective terms and provisions by the parties thereto; (c) a Certificate from such approvals or consents as are required to permit the California Secretary change of State (or a commercial reporting service satisfactory to MRG) that indicates that as ownership of the Closing Date there Purchased Assets contemplated hereby from all appropriate federal, state, municipal or other governmental or administrative bodies including the originally executed Xxxx of Sale, the form of which is attached hereto as Schedule 10.2(c) as are no filings against Seller necessary to effectively vest good and marketable title to the Purchased Assets in the office Buyer free and clear of the Secretary of State under the California Commercial Code that would be a lien on any of the items specified all Liens except for permitted Encumbrances and except as otherwise provided in the Xxxx of Sale referred to above (other than such filings, if any, as are disclosed in Section 2.02 in connection with the Assumed Obligations);this Purchase Agreement (d) originals certificate of all leases (and amendments, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion an officer of the PropertiesSeller undertaking, any non-cash security deposits relating theretoin good faith, all tenant files to within 30 days after the Closing Date change its corporate name to a name acceptable to Buyer, with the expressed permission of the Buyer, which will not result in confusion within the Buyer's and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow)industry; (e) originals or copies a certified copy of all service contracts, maintenance contracts and management affecting the Property (collectively, the "Service Contracts") to be continued by MRG after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction a resolution of the Improvements (these may, at Seller's option, be delivered outside board of escrow)directors and the majority of the shareholders of the Seller authorizing the execution and delivery of this Purchase Agreement and the consummation of the transactions contemplated hereby; (f) a receipt, duly executed Assignment of Service Contractsby the Seller, Warranties and Guaranties and Other Intangible Property, in for the form attached hereto as Exhibit "J";Promissory Note delivered at Closing; and (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these maya receipt, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set of plans and specifications for the Improvements (these may, at Seller's option, be delivered outside of escrow); (i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is not a "foreign person" within the meaning of Section 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "M"; (k) closing statement in form and content satisfactory Seller, for the amount equal to MRG and Seller; (l) a duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"; and (n) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG may waive compliance on Seller's part under any of the foregoing items by an instrument in writing$1,500,000 paid at Closing.

Seller's Documents. At or before least two (2) business days prior to the Closing, Seller shall deliver to the Title Company as escrow, the following: (a) a duly executed and acknowledged grant deeds deed conveying to the MRG all Buyer the Real Property described as the OSH Center, the Retail Center, the San Francisco Office Building and the Eccles Center, including all Appurtenances and the Improvements and all rights, privileges and easements appurtenant thereto; (b) a duly executed xxxx bill of sale covering the Personal Pexxxxal Property, in the form attached hereto as Exhibit "HC"; (c) a Certificate from the California Secretary of State (or a commercial reporting service satisfactory to MRGBuyer) that indicates that as of the Closing Certificate Date there are no filings against Seller in the office of the Secretary of State under the California Commercial Code (or similar statute) that would be a lien on any of the items specified in the Xxxx said Bill of Sale referred to above (other than such thxx xuch filings, if any, as are disclosed in Section 2.02 in connection with being released at the Assumed Obligationstime of the Closing); (d) originals an assignment and assumption of all rights to the various tenant leases (and amendmentsaffecting the Property, modifications and letter agreements relating thereto, if any) or if originals are not available, true and accurate photocopies thereof, covering any portion of the Properties, any non-cash security deposits relating thereto, all tenant files and a duly executed Assignment of Leases in the form attached hereto as Exhibit "I" (these may, at Seller's option, be delivered outside of escrow)E"; (e) an assignment and assumption of service contracts affecting the Property, in the form attached hereto as Exhibit "F"; (f) originals of all, plans, specifications, reports and similar documents of significance as the same relate to the Property, if any; (g) originals or copies of all service contracts, maintenance contracts contracts, and management contracts, if any, affecting the Property (hereinafter, collectively, the "Service Contracts") to be continued by MRG Buyer, as determined by Buyer in its sole discretion, after the Closing, and any warranties or guaranties received by Seller from any contractors, subcontractors, suppliers or materialmen in connection with construction of suppliers, materialmen, consultants, architects, engineers, and others who have performed work on the Improvements (these may, at Seller's option, be delivered outside of escrow); (f) a duly executed Assignment of Service Contracts, Warranties and Guaranties and Other Intangible Property, in the form attached hereto as Exhibit "J"; (g) to the extent available to Seller originals or copies of building permits and certificates of occupancy for the buildings and all tenant-occupied space included within the Improvements (these may, at Seller's option, be delivered outside of escrow); (h) to the extent available to Seller one complete set originals of plans and specifications for all architectural plans, designs, permits, studies, reports, or similar documents of significance relating to the Improvements (these may, at Seller's option, be delivered outside of escrow)Property; (i) notices to the tenants at the Properties in the form attached as Exhibit "K," executed by Seller (these may, at Seller's option, be delivered outside of escrow); (j) an affidavit of Seller that Seller is are not a "foreign person" within the meaning of Section 26 U.S.C. ss. 1445 of the Code duly executed by Seller in the form attached hereto as Exhibit "MF"; (kj) closing statement in form and content satisfactory to MRG Buyer and Seller; (lk) a certified statement that the signatures on all transfer documents, Deed, Bill of Sale, Assignment & Axxxxption agreements, and related documents are duly executed Assignment of Leases in the form attached hereto as Exhibit "I"; (m) a duly executed Xxxx of Sale in the form attached hereto as Exhibit "N"authorized signatures; and (nl) any other documents, instruments or agreements called for hereunder which have not previously been delivered. MRG Buyer may waive compliance on Seller's part under any of the foregoing items by an instrument in writing.