ZML. OP IV and EOP OP, from time to time, shall execute, acknowledge, deliver and perform, or cause to be executed, acknowledged, delivered and performed, all such further acts, assignments, transfers, conveyances, powers of attorney and assurances as may be necessary or proper to carry out the provisions and intent of the Contribution Agreement and this Agreement.
ZML shall take all reasonable steps to preserve and maintain its business, employees, customers, assets, suppliers and operations as an ongoing business in accordance with past custom and practice.
ZML shall procure that the following business is transacted at its meeting of the directors:
(a) the directors of ZML shall approve the transfers of the ZML Shares and the entry of the transferee in the register of members of ZML;
(b) all existing mandates for the operation of the bank accounts of ZML shall be revoked and new mandates issued giving authority to those persons nominated by the Buyer;
(c) the persons nominated by the Buyer for appointment as directors and legal representative(s) of ZML, shall be so appointed; and
(d) the directors of ZML shall approve the execution of the Vendor Agreement and the transactions contemplated thereunder.
ZML. (including any of its representative office or branch) has been duly incorporated and constituted, and is legally subsisting under the laws of its respective place of incorporation; and
ZML. Old Orchard Limited Partnership (the "Partnership") is an Illinois limited partnership that is engaged in the business of operating a shopping center (the "Business") located in Skokie, Illinois and known as "Old Orchard", being the parcel of land bounded on the north by Old Orchard Road, on the east by Skokie Boulevard, on the south by Golf Road and on the west generally by Lawlxx xxx vacated LaVexxxx, xx the Village of Skokie, County of Cook, Xxate of Illinois. Such parcel of land, together with (i) certain land and improvements owned by Marsxxxx Xxxxx & Xo. ("Field"), (ii) certain land and improvements owned by the Village of Skokie and leased by the ANB Trust (hereinafter defined) and the Partnership and on which is located the Nordstrom Parking Deck, and (iii) those improvements owned by May Department Stores Company doing business as Lord and Taylxx ("Xord and Taylxx"), Nordstrom, Inc. ("Nordstrom") and Federated Department Stores, Inc. doing business as Bloomingdale's ("Bloomingdale's"), in each case subject to a landlord's reversionary interest, (collectively, and including Saks & Co. ["Saks"] and Field, the "Anchors", and individually each an "Anchor"), constitute the retail shopping center and professional office building known as "Old Orchard" and herein referred to as the "Shopping Center".
ZML. At Closing, ZML shall execute (as appropriate) and deliver or cause to be delivered to Urban the following:
(a) assignments of the Partnership Interest as provided for in Section 2(C) above, in the form attached to this Agreement as EXHIBIT J;
(b) letters advising tenants under the Leases, and Field and the Village of Skokie, of the change in control of the Partnership, directing such individuals and entities as appropriate to pay rent and other sums that are a part of the Property to Urban or as Urban may direct, such letter to be in a form prepared by Urban and reasonably acceptable to ZML;
(c) a duplicate original of all of the Leases, the Field Operating Agreement and all written Service Contracts, if available (and if not available, complete and legible copies thereof so certified by ZML), and any and all building plans, surveys, site plans, engineering plans and studies, utility plans, landscaping plans, development plans, specifications, drawings, and other Books and Records in ZML's possession or control, provided that ZML need not deliver to Urban physical possession of the foregoing at Closing to the extent in the possession of Urban Retail and Urban Retail may retain possession of all such Books and Records;
(d) any bonds, warranties or guaranties in possession or control of ZML which are for the benefit of the Business and/or the Property or any part thereof, without any representation or warranty by ZML concerning the transferability or enforceability thereof, to be surrendered at the Property upon Closing;
(e) copies of all documents evidencing and governing the Skokie Economic Assistance Package, certified by ZML as such;
(f) counterparts of the Closing Statement (hereinafter defined);
(g) an affidavit stating, under penalty of perjury, ZML's U.S. taxpayer identification number and that ZML is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code;
(h) such evidence of the authority of ZML to consummate the transactions provided for in this Agreement as may be reasonably requested by Urban (including an opinion of counsel as to power, authority and due execution);
(i) an executed guaranty from Zell/Xxxrxxx Lyncx Xxxl Estate Opportunity Partners Limited Partnership II (the "ZML II Fund"), in form reasonably acceptable to Urban, guarantying the obligations of ZML under this Agreement;
(j) certificates of insurance for property and casualty coverages insuring the ANB Trust and the Partnership with respect to the Pr...
ZML has separately identified and delivered to Urban true, correct and complete copies of all documents evidencing and governing the Skokie Economic Assistance Package, which documents are identified on EXHIBIT T attached to this Agreement. Neither the Partnership, nor, to the knowledge of ZML, the Village of Skokie, is in default under the Skokie Economic Assistance Package. The only payment heretofore made by the Village of Skokie under the Developer Note that is a part of the Skokie Economic Assistance Package was made in October, 1995 (based on 1994 sales taxes for October-December) in the amount of $285,923.10. No payment was owed on the Developer Note for 1995 sales taxes.
