Common use of The Company’s Deliveries Clause in Contracts

The Company’s Deliveries. The Company shall deliver or cause to be delivered the following documents to Sub at the Closing: (i) The original, signed Leases (or copies thereof certified by the Stockholder if originals are not available) as well as the Company's tenant lease files, and a rent roll and delinquency report for the current month ("Rent Roll") certified by the Stockholder as being true and complete in all material respects, to Stockholders knowledge. (ii) A certification duly executed by the Stockholder in the form attached hereto as Exhibit R-D, stating that the Company is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended. (iii) Originals (or certified copies thereof if originals are not available) of the Contracts. (iv) Originals of all books and records in the Company's possession pertaining to the operation and management of the Property; provided, however, that the Stockholder may keep copies of all such books and records. (v) Estoppel certificates from tenants of the Property occupying eighty percent (80%) of the rentable square footage of the Property, dated no earlier than twenty (20) days prior to the Closing Date ("Tenant Estoppels") in the form attached hereto as Exhibit R-E (provided that if any Lease specifies the form of estoppel certificate which the tenant thereunder is obligated to deliver, such form may be delivered in lieu of the form attached hereto as Exhibit R-E). (vi) Evidence reasonably satisfactory to Sub and Title Company that all real estate taxes, sewer and water rates and charges, special assessments and betterments, and any utility charges the non-payment of which could result in a lien upon the Property, either have been paid or are included in the Closing Statement for purposes of apportionment. (vii) Any and all keys, and lock and safe combinations respecting the Improvements. (viii) If the Contracts listed in Exhibit R-C include any Contract for the construction of tenant improvements, evidence of payment by the Company of all amounts incurred thereunder through the Closing Date. (ix) Such other instruments as the Parent or the Sub may reasonably request.

The Company’s Deliveries. The Subject to fulfillment or waiver of the conditions set forth in Article XI, at the Closing, the Company shall deliver or cause to be delivered Parent all of the following documents (in each case in a form reasonably acceptable to Sub at Parent): (a) a copy of the Closing:sixth amended and restated certificate of incorporation of the Company, as amended (the “Company Charter”), certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of the Company, issued as of a recent date by the Secretary of State of the State of Delaware and by the Secretary of State of each other State set forth on Schedule 5.1(a); (c) a certificate of the Secretary of the Company, dated the Closing Date, in form and substance reasonably satisfactory to Parent, as to: (i) no amendments to the Company Charter since a specified date; (ii) the by-laws of the Company (the “Company Bylaws”) in effect from the date of the board approval referenced in the next clause to immediately prior to the Effective Time; (iii) the resolutions of the board of directors of the Company and of the Stockholders authorizing the execution and performance of this Agreement and the transactions contemplated hereby; and (iv) the incumbency of the officers of the Company executing this Agreement and any Company Ancillary Agreements; (d) the Exchange Agent Agreement, dated the Closing Date, duly executed by the Representative; (e) the Escrow Agreement, dated the Closing Date, duly executed by each of the Company and the Representative; (f) payoff letters or other evidence that all Indebtedness of the Company has been repaid in full, including any pre-payment penalties or change of control premiums or penalties, make-whole amounts or similar payments required in connection with the Merger or prepayment or early termination of such Indebtedness which, in each case, are due and payable prior to the Effective Time, in form and substance reasonably satisfactory to Parent; all Encumbrances relating to or securing such Indebtedness have been released; related UCC-3 Termination Statements shall have been filed with respect to any such Encumbrances; and there are no further obligations of the Company in respect of that Indebtedness or any agreement or instrument that evidenced the same, in each case prior to the Closing Date; (g) general releases, in substantially the form set forth on Exhibit E, (the “Release Agreements”), signed by [*]; (h) evidence of the termination of the Company Put Agreement, in form and substance reasonably satisfactory to Parent; (i) The originalevidence of the termination of the Company Registration Rights Agreement, signed Leases in form and substance reasonably satisfactory to Parent; (or copies thereof certified j) evidence of the termination of the Company Stockholders Agreement, in form and substance reasonably satisfactory to Parent and an effective waiver under such agreement of any rights of any party thereto in connection with the transactions contemplated hereby; (k) evidence of the termination of the 2007 Management Incentive Plan, in form and substance reasonably satisfactory to Parent and subject to the payment of the Management Incentive Payment Amount; (l) evidence of the termination, in form and substance reasonably satisfactory to Parent, of each of the agreements listed on Schedule 4.5(l); (m) duly executed resignations, effective as of the Effective Time, of each of the directors of the Company, in form and substance reasonably satisfactory to Parent; (n) estoppel certificates from all landlords under the Leased Real Properties, in substantially the form set forth on Exhibit F with such changes as the applicable landlords shall reasonably request prior to the Closing; (o) the certificates contemplated by Sections 10.1(a) and 10.2, each duly executed on behalf of the Company by the Stockholder if originals are not available) as well as Chief Executive Officer or any Senior Vice President of the Company's tenant lease files, who is a duly appointed and a rent roll and delinquency report for duly authorized officer of the current month ("Rent Roll") certified by the Stockholder as being true and complete in all material respects, to Stockholders knowledge.Company; (iip) A certification duly executed by the Stockholder a statement, in substantially the form attached hereto as set forth on Exhibit RG, in accordance with Treas. Reg. Section 1.1445-D, stating 2(c)(3) and 1.897-2(h) certifying that the Company is not, and has not been, a "foreign person" within the meaning “United States real property holding corporation” for purposes of Section Sections 897 and 1445 of the Code (the “FIRPTA Certificate”) not more than twenty days prior to the Effective Date and a notification to the Internal Revenue Code Service described in Treasury Regulation Section 1.897-2(h)(2) regarding delivery of 1986the FIRPTA Certificate to Parent, signed on behalf of the Company by a responsible corporate officer of the Company; (q) evidence (in form and substance reasonably satisfactory to Parent) of the termination of the Stock Option Plans as amended.required pursuant to Section 8.8(a) and the cancellation and termination of each Company Stock Option as required pursuant to Section 8.8(b); (r) an opinion from Xxxxxx and Xxxx LLP, counsel to the Company, in substantially the form of Exhibit H hereto, addressed to Parent and dated the Closing Date; (s) letters, in substantially the form set forth on Exhibit J (the “Section 409A Letters”), signed by each member of Company Management receiving a portion of the Management Incentive Payment Amount as a result of the Merger, regarding certain matters under the 2007 Management Incentive Plan (or, with respect to Xx. Xxxxxxx, the Continuing Chairman Agreement); (t) an agreement (in form and substance reasonably satisfactory to Parent) between the Company and the Series C Warrant Holder pursuant to which the Series C Warrant Holder agrees (i) that the Series C Warrants shall be cashed out and canceled in accordance with Section 8.8(d), (ii) not to elect to receive any securities of the Surviving Corporation or of an other Person pursuant to the terms of such Series C Warrants, and (iii) Originals that such Series C Warrants shall not be automatically exercised pursuant to the terms of such Series C Warrants at any time; (or certified copies thereof if originals are not availableu) evidence (in form and substance reasonably satisfactory to Parent) of adoption of resolutions of the Contracts. Company’s board of directors with respect to each Company Benefit Plan that is a Company 401(k) Plan or a health and welfare plan, including any medical, dental, life insurance, AD&D, short-term disability (ivSTD), long-term disability (LTD) Originals of all books and records section 125 cafeteria benefit plans, to exclude Parent’s employees from participation in such plans on and after the Closing Date, and providing that such plans shall be subject to Parent’s settlor, fiduciary and governance delegations in the Company's possession pertaining to the operation same manner as Parent’s 401(k) Plan and management of the Property; provided, however, that the Stockholder may keep copies of all such books Parent’s similar health and records.welfare plans; (v) Estoppel certificates from tenants the certificate contemplated by Section 10.1(b), duly executed on behalf of the Property occupying eighty percent (80%) Representative by an authorized officer of the rentable square footage of Representative; (w) the Property, dated no earlier than twenty (20) days prior to the Closing Date ("Tenant Estoppels") letter in substantially the form attached hereto as Exhibit R-E (provided that if any Lease specifies the form of estoppel certificate which the tenant thereunder is obligated to deliver, such form may be delivered in lieu of the form attached hereto as Exhibit R-Eset forth on Schedule 4.5(w).; and (vix) Evidence reasonably satisfactory to Sub and Title Company that all real estate taxesconsents, sewer and water rates and charges, special assessments and betterments, and any utility charges the non-payment of which could result in a lien upon the Property, either have been paid waivers or are included in the Closing Statement for purposes of apportionment. (vii) Any and all keys, and lock and safe combinations respecting the Improvements. (viii) If the Contracts listed in Exhibit R-C include any Contract for the construction of tenant improvements, evidence of payment approvals obtained by the Company with respect to the consummation of all amounts incurred thereunder through the Closing Datetransactions contemplated by this Agreement. (ix) Such other instruments as the Parent or the Sub may reasonably request.

The Company’s Deliveries. The Subject to fulfillment or waiver of the conditions set forth in Article VI, concurrently with the Merger Filing, the Company shall deliver (or cause to be delivered delivered), if and to the extent not previously delivered, all of the following documents to Sub at the ClosingParent: (a) a copy of the Certificate of Incorporation of the Company, certified as of a recent date by the Secretary of State of the State of Delaware; (b) a certificate of good standing of the Company issued as of a recent date by the Delaware Secretary of State; (c) a certificate of the Secretary of the Company, dated as of the Closing Date, in form and substance reasonably satisfactory to Parent, to the effect that (i) The originalthe Certificate of Incorporation of the Company has not been amended or modified since the date of certification of the Secretary of State of the State of Delaware referred to in Section 3.3(a); (ii) the Bylaws, signed Leases as attached thereto, have not been amended or modified as of the Closing Date; (iii) the resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the transactions contemplated herein, as attached thereto, are in full force and effect and have not been superseded, amended or copies thereof modified as of the Closing Date; (iv) the Company has obtained the affirmative vote of the majority stockholders entitled to be cast, as certified by the Stockholder if originals are not available) as well as Company's stock transfer agent, at a duly held meeting of the Company's tenant lease files, and a rent roll and delinquency report stockholders called for the current month purpose of approving this Agreement and the Merger; and (v) the incumbency and signatures of the officers of the Company executing this Agreement and any other agreements, certificates or documents relating to the consummation of the transactions contemplated hereby to which the Company is a party or signatory (the "Rent RollCompany Ancillary Agreements") certified by are as set forth on the Stockholder as being true and complete in all material respects, to Stockholders knowledge.certificate; (iid) A certification duly executed by an opinion of counsel to the Stockholder Company, dated the Closing Date, in the a form to be attached hereto as Exhibit R-D, stating that the Company is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended.; (iiie) Originals (all consents, waivers or certified copies thereof approvals, if originals are not available) of the Contracts. (iv) Originals of all books and records in the Company's possession pertaining to the operation and management of the Property; providedany, however, that the Stockholder may keep copies of all such books and records. (v) Estoppel certificates from tenants of the Property occupying eighty percent (80%) of the rentable square footage of the Property, dated no earlier than twenty (20) days prior to the Closing Date ("Tenant Estoppels") in the form attached hereto as Exhibit R-E (provided that if any Lease specifies the form of estoppel certificate which the tenant thereunder is obligated to deliver, such form may be delivered in lieu of the form attached hereto as Exhibit R-E). (vi) Evidence reasonably satisfactory to Sub and Title Company that all real estate taxes, sewer and water rates and charges, special assessments and betterments, and any utility charges the non-payment of which could result in a lien upon the Property, either have been paid or are included in the Closing Statement for purposes of apportionment. (vii) Any and all keys, and lock and safe combinations respecting the Improvements. (viii) If the Contracts listed in Exhibit R-C include any Contract for the construction of tenant improvements, evidence of payment obtained by the Company with respect to the consummation of all amounts incurred thereunder through the Closing Date.contemplated transactions; (ixf) Such the certificate contemplated by Section 6.3(b), duly executed by an executive officer of the Company; (g) the Paying Agent Agreement duly executed by an executive officer of the Company; (h) such other instruments documents as reasonably requested by the Parent or the Sub may reasonably requestParent.