Transferor Deliveries. At the Closing, Transferor shall deliver to Transferee the following:
(a) a duly executed bill of sale in the form of Exhibit A attached hereto (the “Bill of Sale”);
(b) an assignment of the Contractor’s warranties pursuant to a duly executed assignment and assumption agreement in the form of Exhibit B attached hereto (the “Assignment and Assumption Agreement”);
(c) an assignment of the warranties from the Contractor’s subcontractors and vendors set forth on Schedule 6.11 duly executed by Contractor in the form of Exhibit C attached hereto, including executed copies of any required vendor consents to such assignment (the “Contractor Assignment of Warranties”);
(d) with respect to the Real Property, the Real Property Instruments duly executed and, as applicable, notarized by Transferor;
(e) an owner’s title insurance policy with respect to owned Real Property, issued by a nationally recognized title insurance company acceptable to Transferee, written as of the Closing Date, insuring Transferee in such amounts and together with such endorsements, and otherwise in such form as Transferee shall require (the “Title Insurance Policy”);
(f) a duly executed termination agreement with respect to the Transfer of Operational Control Agreement;
(g) the As-Built Survey;
(h) a FIRPTA certificate pursuant to Treasury Regulations Section 1.1445-2(b) that Transferor is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code, duly executed by Transferor;
(i) written evidence, in form satisfactory to Transferee, of the release of all Encumbrances related to the Transferred Assets other than Permitted Encumbrances, including all applicable affidavits of completion provided by all contractors;
(j) the Required Transferor Approvals;
(k) any documents, notices, consents or approvals reasonably required by Transferee to enable Transferee to obtain all Permits necessary for Transferee to operate the Transferred Assets as of the Closing Date; and
(l) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Transferee, as may be required to give effect to this Agreement.
Transferor Deliveries. On or prior to the date hereof Transferors have delivered to Transferee all of the items specified on Exhibit C attached hereto (the “Documents”). In addition, during the term of this Agreement Transferors shall make available to Transferee either at the Properties or at Transferors’ principal offices in Atlanta, Georgia such other documents or information regarding the ownership, construction, or operation of the Properties which are in the possession of Transferors or their agents as Transferee shall reasonably request. Transferee acknowledges that any and all of the Documents and other due diligence materials provided by Transferors to Transferee pursuant hereto that are not otherwise known by or available to the public are proprietary and confidential in nature and will be delivered to Transferee solely to assist Transferee in determining the feasibility of purchasing the Properties. Transferee agrees not to disclose such non-public Documents or other due diligence materials, or any of the provisions, terms or conditions thereof, to any party outside of Transferee’s organization other than its agents, attorneys, underwriters, consultants, representatives, lenders and financial partners and their agents, attorneys, consultants and representatives. Transferee shall return all of the Documents and other due diligence materials provided by Transferors to Transferee on or before three (3) business days after the first to occur of (a) such time as Transferee notifies Transferors in writing that it shall not acquire the Properties, or (b) such time as this Agreement is terminated for any reason. This Section 6.3 shall survive any termination of this Agreement.
