Common use of Closing Deliveries of Purchaser Clause in Contracts

Closing Deliveries of Purchaser. Seller will have received from Purchaser the following items: (i) the Purchase Price (after application of the Deposit as provided in Section 2.1), after all adjustments are made at the Closing in accordance with this Agreement including without limitation Section 2.4, together with any other amounts to which Seller may be entitled pursuant to the terms hereof (including, without limitation, Section 12.10); (ii) a counterpart original of the Lease Assignment, duly executed by Purchaser; (iii) a counterpart original of the Contract Assignment, duly executed by Purchaser; (iv) a counterpart original of the Intellectual Property Assignment, duly executed by Purchaser; (v) a written notice, in the form attached hereto as Exhibit 9.3(c)(v), executed by Purchaser and to be addressed and delivered to the Tenants of the Properties by Purchaser and Seller, (i) acknowledging the sale of the applicable Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Tenant Deposits transferred to Purchaser (specifying the exact amount of the Tenant Deposits transferred to Purchaser) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (vi) a counterpart original of the Ground Lease Assignment, duly executed by Purchaser; (vii) a counterpart original of the ▇▇▇▇▇▇▇ Assignment, duly executed by Purchaser; provided, however, that this clause (vii) shall be of no further force of effect (and Purchaser shall not be required to deliver such counterpart original) if Purchaser has delivered the ▇▇▇▇▇▇▇ Rejection Notice pursuant to Section 6.7(c); (viii) any certificates or similar documents, if any, required by a Governmental Entity in connection with the sale of the Properties; (ix) a counterpart original of the Closing Statement duly executed by Purchaser; and (x) a counterpart original of the Billboard Assignment, duly executed by Purchaser.

Closing Deliveries of Purchaser. Seller will have received from At the Closing (except as to Section 5.2(b), after the Closing), Purchaser shall make the following itemsdeliveries to Sellers and shall execute and deliver to Sellers or otherwise cause to be delivered to Sellers, as the case may be, each of the following documents dated as of the Closing Date: (a) Officer's Certificate. A certificate dated the Closing Date and duly executed by the officers of Purchaser: (i) setting forth the names and titles of the officers of Purchaser executing the Transaction Documents to be executed by Purchaser and the signatures of such officers, (ii) attaching certified copies of all resolutions of the Board of Directors of Purchaser authorizing or otherwise addressing the execution and delivery of this Agreement, the Transaction Documents and consummation of the Transactions, which certificate shall state that such resolutions have not been modified, amended or rescinded, and (iii) attaching a complete copy of the Certificate of Incorporation of Purchaser certified by the Delaware Secretary of State and a complete copy of the current Bylaws of Purchaser certified by the officers of Purchaser. (b) Closing Certificate. A certificate, dated the Closing Date, from the chief executive officer or other senior officer of Purchaser to the effect that (i) the Purchase Price (after application each of the Deposit representations and warranties of Purchaser set forth in this Agreement is true and correct in all material respects as provided in Section 2.1), after all adjustments are though made at on and as of the Closing in accordance with this Agreement including without limitation Section 2.4, together with Date except for any other amounts to which Seller may be entitled pursuant to the terms hereof (including, without limitation, Section 12.10);representations and warranties that speak as of a specific date, (ii) a counterpart original of Purchaser has performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Lease AssignmentClosing, duly executed by Purchaser;and (iii) a counterpart original all conditions precedent to the obligations of the Contract Assignment, duly executed by Purchaser;Purchaser under this Agreement have been satisfied or waived. (ivc) a counterpart original of the Intellectual Property AssignmentGeneral Conveyance, duly executed by Purchaser; (v) a written notice, in the form attached hereto as Exhibit 9.3(c)(v), executed by Purchaser and to be addressed and delivered to the Tenants of the Properties by Purchaser and Seller, (i) acknowledging the sale of the applicable Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Tenant Deposits transferred to Purchaser (specifying the exact amount of the Tenant Deposits transferred to Purchaser) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (vi) a counterpart original of the Ground Lease Assignment, duly executed by Purchaser; (vii) a counterpart original of the ▇▇▇▇▇▇▇ Assignmentof Sale and Assignment and Assumption Agreement. The General Conveyance, duly executed by Purchaser; provided, however, that this clause (vii) shall be of no further force of effect (and Purchaser shall not be required to deliver such counterpart original) if Purchaser has delivered the ▇▇▇▇▇▇▇ Rejection Notice pursuant to Section 6.7(c); (viii) any certificates or similar documents, if any, required by a Governmental Entity in connection with the sale of the Properties; (ix) a counterpart original of the Closing Statement duly executed by Purchaser; and (x) a counterpart original of the Billboard Assignment, duly executed by PurchaserSale and Assignment and Assumption Agreement.

Closing Deliveries of Purchaser. At the Closing, in addition to any other documents or agreements required under this Agreement, Purchaser shall deliver to Seller will have received from Purchaser and the following itemsStockholders the following: (a) The Closing Payment payable to Seller pursuant to Section 2.3(a). (b) Certificates of the Secretary or an Assistant Secretary of Purchaser, dated the Closing Date, in form and substance reasonably satisfactory to Seller, as to: (i) the Purchase Price by-laws of Purchaser; (after application ii) the resolutions of the Deposit board of directors of Purchaser authorizing the execution and performance of this Agreement, the Niagara Purchase Agreement and the Related Agreements and the transactions contemplated hereby and thereby; and (iii) incumbency and signatures of the officers of Purchaser, as provided in Section 2.1)applicable, after all adjustments are made at the Closing in accordance with executing this Agreement including without limitation Section 2.4, together with any other amounts to which Seller may be entitled pursuant to and the terms hereof (including, without limitation, Section 12.10)Related Agreements; (iic) a counterpart original Long-form certificates of incorporation or similar instruments of Purchaser, certified by the Lease Assignmentappropriate Government Agency, and dated no more than ten (10) days prior to the Closing Date; (d) A Certificate, dated the Closing Date, of an executive officer of Purchaser certifying as to compliance by Purchaser with Sections 9.1 and 9.2; (e) Certificates of Good Standing for Purchaser issued by the Secretary of State of Delaware and dated no earlier than ten (10) calendar days prior to the Closing Date; (f) The Employment Agreements, duly executed by Purchaser; (iiig) a counterpart original An executed Opinion of the Contract AssignmentPurchaser Counsel; (h) The Connecticut Office Reimbursement Agreement; (i) The Assignment and Assumption Agreement and B▇▇▇ of Sale, duly executed by Purchaser; (ivj) a counterpart original Evidence, in form and substance reasonably satisfactory to Seller, that all consents, waivers or approvals required in this Agreement to be obtained by Purchaser with respect to the consummation of the Intellectual Property Assignment, duly executed transactions contemplated by Purchaser; (v) a written notice, in the form attached hereto as Exhibit 9.3(c)(v), executed by Purchaser and to be addressed and delivered to the Tenants of the Properties by Purchaser and Seller, (i) acknowledging the sale of the applicable Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Tenant Deposits transferred to Purchaser (specifying the exact amount of the Tenant Deposits transferred to Purchaser) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (vi) a counterpart original of the Ground Lease Assignment, duly executed by Purchaser; (vii) a counterpart original of the ▇▇▇▇▇▇▇ Assignment, duly executed by Purchaser; provided, however, that this clause (vii) shall be of no further force of effect (and Purchaser shall not be required to deliver such counterpart original) if Purchaser has delivered the ▇▇▇▇▇▇▇ Rejection Notice pursuant to Section 6.7(c); (viii) any certificates or similar documents, if any, required by a Governmental Entity in connection with the sale of the Properties; (ix) a counterpart original of the Closing Statement duly executed by PurchaserAgreement have been obtained; and (xk) a counterpart original of Such other instruments, agreements, and documents as Seller and the Billboard Assignment, duly executed by PurchaserStockholders may reasonably request or as may be otherwise necessary to evidence and effect the transactions contemplated hereby.

Closing Deliveries of Purchaser. Seller will have received from Purchaser At the following items: (i) the Purchase Price (after application of the Deposit as provided in Section 2.1)Closing, after all adjustments are made at the Closing in accordance with this Agreement including without limitation Section 2.4, together with any other amounts to which Seller may be entitled pursuant to the terms hereof (including, without limitation, Section 12.10); (ii) a counterpart original of the Lease Assignment, duly executed by Purchaser; (iii) a counterpart original of the Contract Assignment, duly executed by Purchaser; (iv) a counterpart original of the Intellectual Property Assignment, duly executed by Purchaser; (v) a written notice, in the form attached hereto as Exhibit 9.3(c)(v), executed by Purchaser and to be addressed and delivered to the Tenants of the Properties by Purchaser and Seller, (i) acknowledging the sale of the applicable Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Tenant Deposits transferred to Purchaser (specifying the exact amount of the Tenant Deposits transferred to Purchaser) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (vi) a counterpart original of the Ground Lease Assignment, duly executed by Purchaser; (vii) a counterpart original of the ▇▇▇▇▇▇▇▇▇ Assignment, duly executed by Purchaser; provided, however, that this clause (vii) shall be of no further force of effect (and Purchaser shall not be required hereby agrees to deliver such counterpart originalto Seller the following: (a) if Purchaser has delivered the ▇▇▇▇▇▇▇ Rejection Notice pursuant to Section 6.7(c)Upfront Deposit; (viiib) any certificates a certificate of status, good standing or similar documents, if any, required compliance (or equivalent) for it issued by a the relevant Governmental Entity in connection with Authority dated not more than three (3) Business Days prior to the sale of the PropertiesClosing Date; (ixc) a counterpart original the Subscription Agreement executed by Cobalt 27 Capital Corp.; (d) each of the representations and warranties made by Purchaser in this Agreement and the other Transaction Documents shall be true and correct in all material respects (or, in any respect, in the case of representations and warranties that are qualified by materiality) as of the date hereof and as though made on and as of the Closing Statement duly Date; (e) Purchaser shall have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement and the other Transaction Documents to be performed or complied with by it on or prior to the Closing; (f) an executed certificate of a Senior Officer of Purchaser in form and substance satisfactory to Seller, acting reasonably, dated as of the Closing Date, as to: (i) the constating documents; (ii) resolutions of its board of directors authorizing the execution, delivery and performance by Purchaserit of this Agreement and the transactions contemplated hereby and thereby; (iii) an incumbency certificate of it, setting forth the names, positions and true signatures of the individuals authorized to sign this Agreement; (iv) the accuracy of each representation and warranty made by Purchaser in this Agreement in all material respects (or, in any respect, in the case of representations and warranties that are qualified by materiality) except to the extent expressly stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date; (v) the satisfaction in all material respects with all covenants required by this Agreement to be performed or complied with by Purchaser on or prior to the Closing; and (vi) such other matters pertaining to the transactions contemplated hereby as Seller may reasonably require; and (xg) a counterpart original legal opinion, in form, substance and detail satisfactory to Seller, acting reasonably, addressed to Seller from external counsel to Purchaser dated as of the Billboard AssignmentClosing Date, duly executed as to (i) the legal status of Purchaser, (ii) the corporate power and authority of Purchaser to execute, deliver and perform the Transaction Documents and the enforceability thereof against Purchaser; (iii) the execution, delivery and performance of the Transaction Documents not breaching or resulting in a default under (A) the constating documents of Purchaser, and (B) any Applicable Laws to which Purchaser is subject; (iv) authorizations, consents, approvals, filings, registrations, qualifications and recordings required with any Governmental Authority in connection with execution, delivery and performance by PurchaserPurchaser of this Agreement; and (v) due execution and delivery of the Transaction Documents.

Closing Deliveries of Purchaser. On the Closing Date, Purchaser shall deliver and Seller will shall have received from Purchaser the following itemsfollowing: (a) a true and correct copy of Purchaser’s Articles of Organization, certified by the Secretary of State of the State of Ohio of a date not more than ten (10) days prior to the Closing Date; (b) a certificate as to the good standing of Purchaser certified by the State of Ohio. (c) a certificate of an authorized officer of Purchaser, dated the Closing Date, (i) certifying that the Purchase Price document delivered pursuant to Section 8.2(a) is in effect and has not been amended or modified, (after application ii) attaching a true and correct copy of Purchaser’s Operating Agreement and certifying that it is in effect and has not been amended or modified, (iii) attaching copies of resolutions, duly adopted by the manager of Purchaser authorizing the execution and delivery of this Agreement and each of the Deposit as provided Ancillary Agreements and the performance of the transactions contemplated hereby and thereby, and certifying that such resolutions are in Section 2.1)effect and have not been amended or modified, after all adjustments are made at and (iv) certifying the incumbency of the officers of Purchaser; (d) evidence of payment of the Closing in accordance with this Agreement including without limitation Date Payment, the Debt Payments, the Pension Trust Escrow Fund and the Escrow Funds as required by Section 2.4, together with any other amounts to which Seller may be entitled pursuant to the terms hereof (including, without limitation, Section 12.103.1(c); (iie) a counterpart original of the Lease AssignmentEscrow Agreement, duly executed by Purchaser; (iiif) a counterpart original of the Contract AssignmentLease Agreement, duly executed by Purchaser; (ivg) a counterpart original the Memorandum of the Intellectual Property AssignmentLease, duly executed by Purchaser; (vh) a written notice, in the form attached hereto as Exhibit 9.3(c)(v), executed by Purchaser Assignment and to be addressed and delivered to the Tenants of the Properties by Purchaser and Seller, (i) acknowledging the sale of the applicable Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Tenant Deposits transferred to Purchaser (specifying the exact amount of the Tenant Deposits transferred to Purchaser) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (vi) a counterpart original of the Ground Lease AssignmentAssumption Agreement, duly executed by Purchaser; (viii) a counterpart original of the ▇▇▇▇▇▇▇ AssignmentRestrictive Covenant Agreement, duly executed by Purchaser; provided, however, that this clause (vii) shall be of no further force of effect (and Purchaser shall not be required to deliver such counterpart original) if Purchaser has delivered the ▇▇▇▇▇▇▇ Rejection Notice pursuant to Section 6.7(c); (viiij) any certificates or similar documentsthe Transition Services Agreement, if any, required by a Governmental Entity in connection with the sale of the Properties; (ix) a counterpart original of the Closing Statement duly executed by Purchaser; and (xk) a counterpart original of all such other agreements, documents, instruments, and writings as are required to be delivered by Purchaser at or prior to the Billboard AssignmentClosing Date pursuant to this Agreement or that are otherwise reasonably necessary for Purchaser to assume the Assumed Liabilities, duly executed by Purchaserin accordance with this Agreement.

Closing Deliveries of Purchaser. Seller will have received from At the Closing, Purchaser shall do, and execute and deliver to ▇▇▇▇▇▇▇, all things required to be performed or delivered by it under this Agreement at the following itemsClosing, including the following: (ia) Purchaser shall make the Purchase Price (after application payments and deliveries required of the Deposit as provided in Section 2.1), after all adjustments are made at the Closing in accordance with this Agreement including without limitation Section 2.4, together with any other amounts to which Seller may be entitled it pursuant to the terms hereof (including, without limitation, Section 12.10)2.6; (iib) a counterpart original Purchaser shall cause Acquisition Sub to deliver the Merger Certificate, signed by an authorized officer of Acquisition Sub; (c) Purchaser shall deliver the Lease AssignmentEscrow Agreement and the Paying Agent Agreement, duly executed each signed by an authorized officer of Purchaser; (iiid) a counterpart original of the Contract Assignment, duly executed by Purchaser; (iv) a counterpart original of the Intellectual Property Assignment, duly executed by Purchaser; (v) a written notice, in the form attached hereto as Exhibit 9.3(c)(v), executed by Purchaser and shall deliver to be addressed and delivered to the Tenants of the Properties by Purchaser and Seller, (i) acknowledging the sale of the applicable Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Tenant Deposits transferred to Purchaser (specifying the exact amount of the Tenant Deposits transferred to Purchaser) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (vi) a counterpart original of the Ground Lease Assignment, duly executed by Purchaser; (vii) a counterpart original of the ▇▇▇▇▇▇▇ Assignmenta certificate, duly executed by Purchaser; provided, however, that this clause (vii) shall be of no further force of effect (and Purchaser shall not be required in a form acceptable to deliver such counterpart original) if Purchaser has delivered the ▇▇▇▇▇▇▇ Rejection Notice pursuant to Section 6.7(c); (viii) any certificates ▇, signed by the secretary or similar documentsanother officer of Purchaser, if any, required by a Governmental Entity in connection with the sale of the Properties; (ix) a counterpart original and dated as of the Closing Statement Date, certifying (i) that true, correct, and complete copies of Purchaser’s Certificate of Incorporation (certified by the Michigan Secretary of State as of a date within ten (10) days prior to the Closing Date) and Bylaws, are attached to such certificate, (ii) that the board of directors and shareholders of Purchaser adopted the resolutions attached to such certificate to authorize the transactions contemplated by this Agreement, (iii) a specimen signature of each officer of Purchaser duly authorized to execute this Agreement and any other agreements, instruments, or documents related to this Agreement that are to be executed or delivered by Purchaser, and (iv) that all representations and warranties made by Purchaser in this Agreement are true and correct in all material respects as of the Closing (except for those representations which refer to facts existing at a specific date, which shall be true and correct as of such date) and that all covenants, obligations, and agreements to have been performed by Purchaser prior to Closing have been fully performed in all material respects in accordance with the terms of this Agreement; and (xe) a counterpart original of such other instruments, certificates and documents necessary to effect the Billboard Assignment, duly executed transactions contemplated by Purchaserthis Agreement as the Seller Parties may reasonably request.

Closing Deliveries of Purchaser. Subject to the conditions set forth in this Agreement, at or prior to the Closing, Purchaser shall deliver or cause to be delivered to the Seller will have received from Purchaser or the following items:Lender (as applicable): (ia) payment of the Purchase Price (after application of Price, in the Deposit as provided applicable manner set forth in Section 2.1), after all adjustments are made at the Closing in accordance with this Agreement including without limitation Section 2.4, together with any other amounts to which Seller may be entitled pursuant to the terms hereof (including, without limitation, Section 12.10); (iib) a counterpart original payment of the Lease AssignmentAEP Deposit Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing Date; (c) payment of the MAR Reimbursement Amount, by wire transfer of immediately available funds to an account (or accounts) designated by Seller in writing on or before the Closing Date; (d) the Assignment of LLC Interests, duly executed by Purchaser; (iiie) a counterpart original of the Contract AssignmentSeller Lien Pledge Agreement, duly executed by Purchaser; (ivf) a counterpart original of the Intellectual Property AssignmentMembership Certificate and Blank Interest Power, with the blank interest power duly executed by Purchaser; (g) the Intercreditor Agreement, duly executed by Purchaser; (vh) a written notice, in the form attached hereto as Exhibit 9.3(c)(v), executed by Purchaser and to be addressed and delivered to the Tenants of the Properties by Purchaser and Seller, (i) acknowledging the sale of the applicable Property to Purchaser, (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Tenant Deposits transferred to Purchaser (specifying the exact amount of the Tenant Deposits transferred to Purchaser) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (vi) a counterpart original of the Ground Lease AssignmentLoan Agreement, duly executed by Purchaser; (viii) a counterpart original each of the ▇▇▇▇▇▇▇ AssignmentGuaranties, duly executed by the Guarantors, as applicable; (j) each of the Security Instruments, duly executed by the Grantors, as applicable; (k) each of the other Loan Documents to which Purchaser, any Guarantor or any Grantor is a party required under the terms of the Loan Agreement to be delivered on the Closing Date, in each case, duly executed by Purchaser; provided, howevereach such Guarantor and each such Grantor, that this clause (vii) shall be of no further force of effect (and Purchaser shall not be required to deliver such counterpart original) if Purchaser has delivered the ▇▇▇▇▇▇▇ Rejection Notice pursuant to Section 6.7(c)as applicable; (viiil) any certificates or similar documents, if any, required by a Governmental Entity in connection with the sale each of the Propertiesother Loan Documents which is required under the terms of the Loan Agreement to be delivered by Purchaser on the Closing Date; (ixm) a counterpart original of the Closing Statement duly executed by Purchaser; and (x) a counterpart original of the Billboard AssignmentPurchase Price Allocation as provided in Section 2.4(d), duly executed by Purchaser; (n) the Amended and Restated Company Operating Agreement, duly executed by the Purchaser; (o) a true and correct copy of resolutions of the member(s) and manager(s) of Purchaser (as applicable), in form and substance reasonably satisfactory to the Seller, approving the Contemplated Transactions and authorizing its manager(s), officer(s) or other authorized agents to execute, deliver, enter into and perform, in the name and on behalf of Purchaser, this Agreement, the Ancillary Agreements to which Purchaser is a party, and the Loan Agreement and the other Loan Documents to which Purchaser is a party; (p) a certificate from an officer or manager of Purchaser, in form and substance reasonably satisfactory to the Seller, dated as of the Closing Date, certifying (i) as to the resolutions of the member(s) and manager(s) of Purchaser (as applicable) approving and authorizing the Contemplated Transactions, (ii) as to the names and signatures of the officer(s), manager(s) or other authorized agent(s) of Purchaser authorized to sign this Agreement, the Ancillary Agreements to which Purchaser is a party, the Loan Agreement and the other Loan Documents to which Purchaser is a party on behalf of Purchaser, and (iii) that the applicable conditions precedent specified in Sections 8.1(a) and 8.1(b) have been satisfied; and (q) such other documents or instruments as the Seller may reasonably request in good faith to consummate or evidence the Contemplated Transactions.

Closing Deliveries of Purchaser. Seller will have received from At the Closing, Purchaser shall deliver, or cause to be delivered, the following itemsfollowing: (ia) To Seller, the Purchase Price (after application Estimated Closing Cash Payment by wire transfer of the Deposit as provided in Section 2.1), after all adjustments are made at the Closing in accordance with this Agreement including without limitation Section 2.4, together with any other amounts immediately available funds to which Seller may be entitled pursuant to the terms hereof (including, without limitation, Section 12.10)a bank account designated by Seller; (iib) a counterpart original of To Seller, the Lease AssignmentAssumption Agreement, duly executed by Purchaser, pursuant to which Purchaser is assuming from Seller the obligation to pay $10,700,000 of the Net Balance; (iiic) To Seller and each Acquired Company, (i) a counterpart original duly adopted and executed written consent of Purchaser electing, as the sole stockholder of the Contract AssignmentCompany, directors of the Company and (ii) a duly adopted and executed written consent of the sole stockholder of each Acquired Company (other than Company) electing, as the sole stockholder of such Acquired Company, directors of such Acquired Company (the “Director Election Written Consents”); (d) To Seller, a duly adopted and executed written consent of the board of directors, manager or managers (or other applicable managing Person or Persons) of each Acquired Company approving, among other things, such Acquired Company’s execution and performance of each Transaction Document to which such Acquired Company is a party (the “Additional Written Consents”); (e) To Seller, the Company ▇▇▇▇ of Sale, duly executed by Purchaserthe Acquired Companies; (ivf) a counterpart original of To Seller, the Intellectual Property AssignmentTransition Services Agreement, duly executed by Purchaserthe Company; (vg) a written noticeTo Seller, in the form HQ Sublease, duly executed by ▇▇▇▇; (h) To Seller, the Acknowledgment of Assumption attached hereto as Exhibit 9.3(c)(v)an exhibit to the Assumption Agreement, duly executed by the Company and NNNRA, pursuant to which the Company and NNNRA acknowledge that Purchaser has assumed from Seller $10,700,000 of the Net Balance; (i) To Seller, the Intercompany Balance Settlement and Release Agreement, duly executed by each Acquired Company; (j) To Seller, the Indemnification Agreement, duly executed by Purchaser and to be addressed and delivered to the Tenants of the Properties by Purchaser and NNNRA; (k) To Seller, (i) acknowledging the sale written evidence or other confirmation of the applicable Property delivery to PurchaserNNNRA of the Letter of Credit in a face amount of not less than the Letter of Credit Amount, naming NNNRA as beneficiary and issued by a commercial bank having total assets in excess of $3,000,000,000, and (ii) acknowledging that Purchaser has received and that Purchaser is responsible for the Tenant Deposits transferred to Purchaser (specifying the exact amount a copy of the Tenant Deposits transferred to Purchaser) and (iii) indicating that rent should thereafter be paid to Purchaser and giving instructions therefor (the “Tenant Notice Letters”); (vi) a counterpart original such Letter of the Ground Lease Assignment, duly executed by Purchaser; (vii) a counterpart original of the ▇▇▇▇▇▇▇ Assignment, duly executed by Purchaser; provided, however, that this clause (vii) shall be of no further force of effect (and Purchaser shall not be required to deliver such counterpart original) if Purchaser has delivered the ▇▇▇▇▇▇▇ Rejection Notice pursuant to Section 6.7(c); (viii) any certificates or similar documents, if any, required by a Governmental Entity in connection with the sale of the Properties; (ix) a counterpart original of the Closing Statement duly executed by PurchaserCredit; and (xl) To NNNRA, a counterpart original wire transfer of immediately available funds to a bank account designated by NNNRA in an amount equal to the Purchaser Closing Contribution, in satisfaction of a portion of the Billboard Assignment, duly executed Net Balance assumed by Purchaser.