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. 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:
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.
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:
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
