Common use of Closing Procedure Clause in Contracts

Closing Procedure. (A) On or prior to the Closing Date, Seller and ▇▇▇▇▇ shall execute all documents necessary to close the transaction. (B) At the Closing, Seller shall deliver to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as of the Effective Date. (C) At Closing, the appropriate party shall execute and deliver or cause to be executed and delivered to the Closing the following documents in final form, together with any exhibits or appendices (“Transfer Documents”): (1) General warranty deed(s) for the conveyance of Fee Parcels to be conveyed, substantially in the same form as set forth in Exhibit H; (2) Assignment of Easements conveying the Easements to Buyer, substantially in the same form as set forth in Exhibit I; (3) If necessary, general assignment of any Government Authorizations; (4) Bills of Sale or other documents of assignment and transfer, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate Encumbrances. (D) Following execution and delivery of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of the Purchased Assets.

Closing Procedure. (Aa) On or At least one business day prior to the Closing Datedate of Closing, Seller Acquirer shall have delivered to Escrow Agent counterpart executed originals, and ▇▇▇▇▇ shall execute all acknowledged as required, of the following documents and the following sums of money required to be delivered by Acquirer hereunder: (i) The cash amounts necessary to close fulfill its requirements set forth in Paragraph 2; (ii) Such funds as may be necessary to comply with Acquirer's obligations hereunder regarding prorations, costs and expenses; (iii) A signed counterpart of the transactionAssignment of Leasehold and Grant to the Improvements and notarized for recordation ("Assignment of Leasehold") in the form of Exhibit "E" attached hereto and forming a part hereof; (iv) A Preliminary Change of Ownership Report for delivery with the Assignment of Leasehold; (v) A signed counterpart of the Assignment of Leases and Security Deposits (the "Assignment of Leases") substantially in the form and substance of Exhibit "G" attached hereto and forming a part hereof and a signed counterpart of the Assignment of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts") substantially in the form and substance of Exhibit "H" attached hereto and forming a part hereof; (vi) A signed counterpart of the Contribution Agreement executed by Wilstein in the form of Exhibit "K" attached hereto and made a part hereof; (vii) A signed counterpart of the Amendment to Agreement of Limited Partnership executed by all of the required existing partners, in the form of Exhibit "L" hereto and forming a part hereof; (viii) A signed counterpart of the Merger Agreement executed by Apollo in the form of Exhibit "N" attached hereto and made a part hereof: and (ix) A signed counterpart and notarized for recordation of the TIC Agreement with Forest City in the form of Exhibit "M" hereto and forming a part hereof and/or other collateral agreements and documents relating to Acquirer's tenancy in common with Forest City as are deemed acceptable to Acquirer. (Bx) At Signed copies of the ClosingNew Loan documents, Seller shall deliver to Buyer save and except for the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear exceptedones being executed by Forest City, as may be necessary to consummate the New Loan; and (xi) Execute such other documents, instruments and certificates as may be reasonably necessary to carry out the intent and purpose of the Effective Datethis Agreement. (Cb) At least one business day prior to the date of Closing, Wilstein, Forest City and Apollo, to the appropriate party extent applicable, shall execute and deliver or cause to be executed and have delivered to the Closing Escrow Agent counterpart executed originals, and acknowledged as required, of the following documents in final form, documents: (i) The Assignment of Leasehold together with any exhibits or appendices (“a separate Declaration Regarding Documentary Transfer Documents”): (1) General warranty deed(s) for the conveyance of Fee Parcels to be conveyed, substantially in the same form as set forth in Exhibit HTaxes; (2ii) Assignment of Easements conveying A Bil▇ ▇▇ Sale (the Easements to Buyer, substantially "Bil▇ ▇▇ Sale") in the same form as set forth in of Exhibit I"F" attached hereto covering the Personal Property; (3iii) If necessary, general assignment An Assignment of any Government AuthorizationsLeases; (4iv) Bills An Assignment of Sale or other documents of assignment and transfer, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit GService Contracts; (5v) Post closing agreementsAn original counterpart of each of the Service Contracts, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions Leases and keys to the Property if in Owner's possession or terminations necessary or required pursuant to this Agreementunder its control; (6vi) Title Commitments consistent An affidavit or declaration certifying that Wilstein and Apollo is not a foreign person under IRC ? 1445 and the equivalent form 590 RE with Section 3.03 respect to the State of California; (vii) Notices to each of the tenants of the Property of the transfer of the TIC Interests in the Property to Acquirer; (viii) To the extent they are in Owner's possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; (ix) All warranties and operating manuals that Owner may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon; (x) A signed counterpart of the Contribution Agreement executed by Wilstein and each of the constituent partners of Wilstein in the form of Exhibit "K" attached hereto and made a part hereof; (xi) A signed counterpart of the Amendment to Agreement of Limited Partnership executed by each of the constituent partners of Wilstein receiving OP Units, in the form of Exhibit "L" hereto and forming a part hereof; (xii) A signed counterpart of the Merger Agreement executed by Apollo in the form of Exhibit "N" attached hereto and made a part hereof; (xiii) A signed counterpart by Forest City and notarized for recordation of the TIC Agreement and/or any other collateral documents and instruments relating to the tenancy in common as may be agreed to between Acquirer and Forest City; (xiv) A signed copy of the Investor Question naire in the form of Exhibit "O" attached hereto from each of the Apollo Shareholders and the holders of the Wilstein OP Units; (xv) Signed copies by Forest City and Wilstein of the appropriate New Loan documents as may be reasonably necessary to consummate the New Loan; and (xvi) Execute such other documents, instruments and certificates as may be reasonably necessary to carry out the intent and purpose of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate Encumbrances. (Dc) Following execution and Upon delivery of the Transfer Documentsforegoing sums and documents, Seller Escrow Agent shall also deliver keys cause Title Company to any cause the Assignment of Leasehold and all buildings the Tenancy in Common Agreement to be recorded (by a special recording if necessary) in the Official Records of Los Angeles County, California, and gates immediately to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of issue the Purchased AssetsTitle Policy.

Closing Procedure. (A) On or prior Seller and Buyer agree to consummate all of the following closing transactions on the Closing Date: (a) Seller will deliver or cause to be delivered to Buyer all of the following: (i) with respect to those Assets which constitute tangible personal property, Seller a ▇▇▇▇ of sale substantially in the form attached as Exhibit A (the "▇▇▇▇ of Sale"), duly executed by Seller; (ii) with respect to those Assets which constitute intangible personal property, an assignment substantially in the form attached as Exhibit B, which assignment will also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement"), duly executed by Seller; (iii) such agreements, instruments, certificates and other documents as Buyer deems necessary or appropriate to assign to Buyer all of Seller's right, title and interest in and to the Assigned Intellectual Property; (iv) a transition services agreement substantially in the form attached as Exhibit C (the "Transition Services Agreement") and the Pledge Agreement, both duly executed by Seller; (v) noncompetition agreements substantially in the form attached as Exhibit D, duly executed by each of Seller, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ shall execute ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. (the "Noncompetition Agreements"); (vi) original releases of, or written authorizations from Seller's creditors to release, any and all Encumbrances on the Assets; (vii) a copy of the text of the resolutions adopted by the board of directors and shareholders of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement, certified by an appropriate officer of Seller as being true and correct and in full force and effect; (viii) incumbency certificates executed on Seller's behalf certifying the signature and office of each officer executing this Agreement and any of the Ancillary Agreements; (ix) a copy of Seller's articles of incorporation, duly certified as of a recent date by the Secretary of State of Colorado; (x) an opinion of Seller's counsel in form and substance satisfactory to Buyer; and (xi) such other certificates, documents necessary and instruments as Buyer may reasonably request related to close the transactiontransactions contemplated hereby. (Bb) At the Closing, Seller shall deliver to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as of the Effective Date. (C) At Closing, the appropriate party shall execute and will deliver or cause to be executed and delivered to Seller all of the Closing the following documents in final form, together with any exhibits or appendices (“Transfer Documents”):following: (1i) General warranty deed(sthe Initial Payment by (A) for paying to Seller's creditors the conveyance entire unpaid balance of Fee Parcels to be conveyed, substantially in Seller's indebtedness (plus all accrued interest thereon) specified on the same form as set forth in Exhibit H; (2) Assignment of Easements conveying the Easements to Buyer, substantially in the same form as set forth in Exhibit I; (3) If necessary, general assignment of any Government Authorizations; (4) Bills of Sale or other documents of assignment and transfer, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate Encumbrances. (D) Following execution and delivery of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of the Purchased Assets.attached Schedule 3.02

Closing Procedure. (Aa) On or At least one business day prior to the Closing Datedate of Closing, Seller Contributor shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Contributor hereunder: (i) The Capital Contribution in the manner set forth in Paragraph 2(a); (ii) Such funds as may be necessary to comply with Contributor's obligations hereunder regarding prorations, costs and expenses; (iii) Signed counterparts of the Restated Partnership Agreement and an Amended Certificate of Limited Partnership; and (iv) Signed counterparts of a Liability Agreement between A.S. Glik▇▇▇▇, ▇▇ ▇. H▇▇▇▇▇▇▇ shall execute all documents necessary to close ▇▇▇ Contributor in the transactionform of Exhibit "H" attached hereto and made a part hereof. (Bb) At least one business day prior to the date of Closing, Seller Partnership and its Pre-Closing Partners shall deliver have delivered or caused to Buyer be delivered to Escrow Agent the tangible Purchased Assets in substantially the same operating condition following: (i) Such funds and repair, ordinary wear and tear excepted, as agreements regarding conversion of accrued interest to capital of the Effective DatePartnership as may be necessary to comply with such Pre-Closing Partners' obligations hereunder regarding their capital accounts; (ii) Signed counterparts of the Restated Partnership Agreement and an Amended Certificate of Limited Partnership; (iii) Signed counterparts of a Liability Agreement between A.S. Glik▇▇▇▇, ▇▇ ▇. H▇▇▇▇▇▇▇ ▇▇▇ Contributor in the form of Exhibit "H" attached hereto and made a part hereof; (iv) To the extent they are in Partnership's possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; and (v) To the extent in the Partnership's possession, all warranties and operating manuals that Partnership may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon. (Cc) At ClosingUpon delivery of the foregoing sums and documents, Escrow Agent shall (i) cause the appropriate party shall execute and deliver or cause Amended Certificate of Limited Partnership to be executed and delivered to the Closing the following documents in final form, together with any exhibits or appendices (“Transfer Documents”): (1) General warranty deed(s) filed for the conveyance of Fee Parcels to be conveyed, substantially record in the same form as set forth in Exhibit H; Official Records of the Secretary of State of the State of California, (2ii) Assignment of Easements conveying the Easements to Buyer, substantially in the same form as set forth in Exhibit I; (3) If necessary, general assignment of any Government Authorizations; (4) Bills of Sale or other documents of assignment and transfer, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by cause the Title Company insuring to issue immediately the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interestsTitle Policy, and other encumbrances other than Permitted Real Estate Encumbrances. (Diii) Following execution and delivery disburse the Capital Contribution for the benefit of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously Partnership in accordance with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of the Purchased AssetsParagraph 13(a)(iv) below.

Closing Procedure. (A) On or prior to Escrow Holder shall close Escrow for the Closing Date, Seller and ▇▇▇▇▇ shall execute all documents necessary to close the transaction. (B) At the Closing, Seller shall deliver to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, Transfer as of the Effective Date. (C) At Closing, the appropriate party shall execute and deliver or cause to be executed and delivered to the Closing follows: Record the following documents in final formthis order: (i) the City Deed (unless waived by City); (ii) the CC&Rs; (iii) the Resale Restriction Agreement; (iv) the Senior Deed of Trust; (v) the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, together if any, as shall be approved by the City Manager (upon consultation with any exhibits City’s legal counsel) as necessary or appendices convenient to effectuate and implement the financing of the acquisition of the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (“Transfer Documents”):i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy of each of the foregoing to the Participant and the original City Deed to the Participant (unless recording of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note and the Equity Share Note, a certified copy of the City Deed and each of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (1a) General warranty deed(sInstruct the Title Company to deliver to City the City’s Title Policies and a copy of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; (b) for Instruct the conveyance of Fee Parcels Title Company to be conveyed, substantially in deliver to Participant the same form Base Participant Policy; (c) Deliver documents as set forth in Exhibit Hthis Section 2.2.6; (2d) Assignment of Easements conveying the Easements to BuyerFile any informational reports required by Internal Revenue Code Section 6045(e), substantially in the same form as set forth in Exhibit Iamended, and any other applicable requirements; (3e) If necessaryDeliver the FIRPTA Certificate, general assignment of any Government Authorizationsif any; (4f) Bills Disburse the moneys, if any, due to the respective parties hereto; and (g) Forward to both the Participant and the City a separate accounting of Sale all funds received and disbursed for each party and copies of all executed and recorded or other filed documents of assignment and transferdeposited into Escrow, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit such recording and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, filing date and other encumbrances other than Permitted Real Estate Encumbrancesinformation endorsed thereon. (D) Following execution and delivery of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of the Purchased Assets.

Closing Procedure. (A) On or prior to Escrow Holder shall close Escrow for the Closing Date, Seller and ▇▇▇▇▇ shall execute all documents necessary to close the transaction. (B) At the Closing, Seller shall deliver to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, Transfer as of the Effective Date. (C) At Closing, the appropriate party shall execute and deliver or cause to be executed and delivered to the Closing follows: Record the following documents in final formthis order: (i) the City Deed (unless waived by City); (ii) the CC&Rs; (iii) the Resale Restriction Agreement; (iv) the Senior Deed of Trust; (v) the Equity Share Deed of Trust; (vi) the Capital Recovery Deed of Trust; (vii) such other instruments, together if any, as shall be approved by the City Manager (upon consultation with any exhibits City’s legal counsel) as necessary or appendices convenient to effectuate and implement the financing of the acquisition of the Site and the renovation of the Improvements, with instructions for the Recorder of Riverside County, California to deliver: (“Transfer Documents”):i) to the City, the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Capital Recovery Deed of Trust and the Equity Share Deed of Trust; (ii) deliver a certified copy of each of the foregoing to the Participant and the original City Deed to the Participant (unless recording of the City Deed is waived by City on the basis that Participant holds title to the Site). The Escrow Holder shall also deliver to City each of the Senior Note, the Capital Recovery Note and the Equity Share Note, a certified copy of the City Deed and each of the CC&Rs, the Resale Restriction Agreement, the Senior Deed of Trust, the Equity Share Deed of Trust and the Capital Recovery Deed of Trust (and, until the originals of such recorded instruments are available, a conformed copy of each) and shall: (1a) General warranty deed(sInstruct the Title Company to deliver to City the City’s Title Policies and a copy of the owner’s title insurance policy demonstrating that the Participant has acquired fee title to the Site; Policy; (b) for Instruct the conveyance of Fee Parcels Title Company to be conveyed, substantially in deliver to Participant the same form Base Participant (c) Deliver documents as set forth in Exhibit Hthis Section 2.2.6; (2d) Assignment of Easements conveying the Easements to BuyerFile any informational reports required by Internal Revenue Code Section 6045(e), substantially in the same form as set forth in Exhibit Iamended, and any other applicable requirements; (3e) If necessaryDeliver the FIRPTA Certificate, general assignment of any Government Authorizationsif any; (4f) Bills Disburse the moneys, if any, due to the respective parties hereto; and (g) Forward to both the Participant and the City a separate accounting of Sale all funds received and disbursed for each party and copies of all executed and recorded or other filed documents of assignment and transferdeposited into Escrow, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit such recording and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, filing date and other encumbrances other than Permitted Real Estate Encumbrancesinformation endorsed thereon. (D) Following execution and delivery of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of the Purchased Assets.

Closing Procedure. (Aa) On or At least one business day prior to the Closing Datedate of Closing, Seller Purchaser shall have delivered to Escrow Agent three (3) counterpart executed originals of the following documents and ▇▇▇▇▇ shall execute all documents the following sums of money required to be delivered by Purchaser hereunder: (i) The Purchase Price in the manner set forth in Paragraph 2(a); (ii) Such funds as may be necessary to close comply with Purchaser's obligations hereunder regarding prorations, costs and expenses; and (iii) A signed counterpart of the transactionAssignment of Leases and Security Deposits ("Assignment of Leases") substantially in the form and substance of Exhibit "J" attached hereto and forming a part hereof and a signed counterpart of the Assignment of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts") substantially in the form and substance of Exhibit "K" attached hereto and forming a part hereof. (Bb) At least one business day prior to the date of Closing, Seller shall deliver have delivered to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as Escrow Agent counterpart executed originals of the Effective Datefollowing documents: (i) The Grant Deed in the form of Exhibit "H" attached hereto and forming a part hereof; (ii) A Bill of Sale (th▇ "▇ill of Sale") i▇ ▇▇e form of Exhibit "I" attached hereto covering the Personal Property; (iii) An Assignment of Leases; (iv) An Assignment of Service Contracts; (v) An original counterpart of each of the Service Contracts and Leases if in Seller's possession or under its control; (vi) Notices to each of the tenants and occu pants of the Property of the transfer of the Property to Purchaser substantially in the form and substance of Exhibit "M" attached hereto and forming a part hereof; (c) Upon delivery of the foregoing sums and docu ments, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded (by a special recording if neces sary) in the Official Records of Los Angeles County, California, and immediately to issue the Title Policy. (Cd) At Promptly following the Closing, a representa tive of the appropriate party shall execute and deliver or cause Seller will arrange to be executed and delivered to meet with a representative of Purchaser at the Closing the following documents in final form, together with any exhibits or appendices (“Transfer Documents”): (1) General warranty deed(s) Property for the conveyance purpose of Fee Parcels to be conveyed, substantially in the same form as set forth in Exhibit H; (2) Assignment of Easements conveying the Easements to Buyer, substantially in the same form as set forth in Exhibit I; (3) If necessary, general assignment of any Government Authorizations; (4) Bills of Sale or other documents of assignment and transfer, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate Encumbrances. (D) Following execution and delivery of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and delivering operating control of the Purchased AssetsProperty to Purchaser, as follows: (i) Delivery of identified and coded keys to the Property; (ii) To the extent they are in Seller's possession or under its control all building permits, certificates of occupancy, elevator operating permits, third- party engineering, structural and maintenance reports covering the Property; (iii) All warranties and operating manuals that Seller may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon; and (iv) All tenant and service provider billing and payment histories and correspondence to the extent in Seller's possession or under its control.

Closing Procedure. (Aa) On or At least one business day prior to the Closing Datedate of Closing, Seller Arden shall have delivered to Escrow Agent counterpart executed originals of the following documents and ▇▇▇▇▇ shall execute all documents the following sums of money required to be delivered by Arden hereunder: (i) Sale Price and any other amount due from Arden hereunder in the manner set forth in Paragraph 2; (ii) Such funds as may be necessary to close comply with Arden's obligations hereunder regarding prorations, costs and expenses; and (iii) A signed counterpart of the transactionAssignment of Leases, a signed counterpart of the Assignment of Service Contracts and a signed counterpart of the Amendment to Limited Partnership Agreement executed by all required partners (with the "Agreed Value of Contributed Property" column of Paragraph 4 of such Amendment to Limited Partnership Agreement being the "Contribution Value" provided for in this Agreement). (Bb) At least one business day prior to the Closing, Seller shall deliver to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as date of the Effective Date. (C) At Closing, the appropriate party CalTwin Parties shall execute and deliver or cause to be executed and have delivered to the Closing Escrow Agent counterpart executed originals of the following documents in final form, together with any exhibits or appendices (“Transfer Documents”):documents: (1i) General warranty deed(sThe Grant Deeds in the form of Exhibit "F" attached hereto and forming a part hereof; (ii) for A Bi▇▇ ▇f Sale (the conveyance "Bi▇▇ ▇f Sale") in the form of Fee Parcels to be conveyed, Exhibit "G" attached hereto covering the Personal Property; (iii) An Assignment and Assumption of Leases and Security Agreements (the "Assignment of Leases") substantially in the same form as set forth in and substance of Exhibit "H" attached hereto and forming a part hereof; (2iv) An Assignment and Assumption of Service and Miscellaneous Rights and Agreements (the "Assignment of Easements conveying the Easements to Buyer, Service Contracts") substantially in the same form as set forth in and substance of Exhibit "I" attached hereto and forming a part hereof; (3v) If necessary, general assignment An original counterpart of any Government Authorizations; (4) Bills of Sale or other documents of assignment and transfer, with full warranties of title the Amendment to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Limited Partnership Agreement; (6vi) Title Commitments consistent with Section 3.03 An original counterpart of this Agreementeach of the Service Contracts, Leases and keys to the Property if in the CalTwin Parties' possession or under its control; (7vii) Non-foreign affidavitNotices to each of the tenants and occupants of the Property of the transfer of the Property to Arden; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited toviii) To the extent they are in the CalTwin Parties' possession, a no lien affidavitcomplete set of all plans, a “gap” affidavit specifications and those instruments identified by as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Title Company insuring the Fee ParcelsImprovements; (9ix) DocumentsAll warranties and operating manuals that the CalTwin Parties may have from vendors, in a form reasonably satisfactory contractors or servicing agents with respect to the Buyerphysical condition of the Property or any portion thereof or the equipment located thereon; and (x) To the extent necessary, evidencing cash in the release sum of the Security Deposits, the net prorations owing to Arden and the CalTwin Parties' share of the costs and expenses of the transaction (it being understood that the CalTwin Parties may elect to cause all liens, security interests, such amounts to be credited to Arden and other encumbrances other than Permitted Real Estate Encumbrancesdebited against the Purchase Price). (Dc) Following execution and Upon delivery of the Transfer Documentsforegoing sums and documents, Seller Escrow Agent shall also deliver keys cause Title Company to cause the Grant Deed to be recorded (by a special recording if necessary) in the Official Records of Ke▇▇ ▇ounty, California, and immediately to issue the Title Policy. (d) Notwithstanding anything to the contrary contained herein, Arden hereby agrees that the CalTwin Parties may cause the Property to be direct deeded to Arden by any and all buildings and gates entity holding record title to Buyer and simultaneously with such delivery, all such steps shall be taken the Property as may be required to put Buyer in actual possession and operating control of the Purchased AssetsClosing Date.

Closing Procedure. (A) On or prior Seller and Buyer agree to consummate all of the following closing transactions on the Closing Date, each of which shall be deemed to have occurred simultaneously: (a) Seller will deliver or cause to be delivered to Buyer all of the following: (i) with respect to those Assets, a ▇▇▇▇ of Sale and Assignment substantially in the form attached as Exhibit B (the "▇▇▇▇ of Sale"), duly executed by Seller; (ii) [Reserved]; (iii) the Transition Services Agreement substantially in the form attached as Exhibit C (the "Transition Services Agreement"); (iv) the guaranty of Hanco Realty, LLC ("Hanco Realty") substantially in the form attached as Exhibit D (the "Hanco Realty Guaranty") and the Headquarters Lease substantially in the form attached hereto as Exhibit E, both duly executed by Hanco Realty; (v) noncompetition agreements substantially in the form attached as Exhibit F (the "Individual Noncompetition Agreements"), duly executed by each of the following individuals: ▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ shall execute ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇; (vi) original releases of, or written authorizations from Bank of Georgia and Regions Bank to release, all Liens on the Assets; (vii) a copy of the text of the resolutions adopted by the board of directors and shareholders of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement, together with a certificate or certificates of Seller's corporate secretary or other appropriate officer certifying to Buyer that each such copy is correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded in any respect; (viii) incumbency certificates executed on behalf of Seller and Hanco Realty certifying the signature and office of each officer executing this Agreement, any of the Ancillary Agreements (as defined in Section 4.02 of this Agreement) and the Hanco Realty Guaranty; (ix) a copy of the certificate or articles of incorporation of Seller, duly certified as of a recent date by the Secretary of State of the State of Georgia; (x) an opinion of Seller's counsel substantially in the form attached as Exhibit G; and (xi) such other certificates, documents necessary and instruments as Buyer may reasonably request related to close the transactiontransactions contemplated hereby. (Bb) At the Closing, Seller shall deliver to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as of the Effective Date. (C) At Closing, the appropriate party shall execute and will deliver or cause to be executed and delivered to Seller all of the Closing the following documents in final form, together with any exhibits or appendices (“Transfer Documents”):following: (1i) General warranty deed(sthe Initial Payment by wire transfer in immediately available funds to an account designated in writing by Seller; (ii) for the conveyance Assignment and Assumption Agreement, duly executed by Buyer; (iii) the guaranty (the "eFunds Guaranty") of Fee Parcels to be conveyed, eFunds Corporation ("eFunds") substantially in the same form attached as set forth in Exhibit H, duly executed by eFunds Corporation; (2iv) Assignment a copy of Easements conveying the Easements text of the resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement, along with a certificate or certificates executed on behalf of Buyer by its corporate secretary certifying to BuyerSeller that such copy is correct and complete, substantially in the same form as set forth in Exhibit Iand that such resolutions were duly adopted and have not been amended or rescinded; (3v) If necessaryincumbency certificates executed on behalf of Buyer and eFunds certifying the signature and office of each officer executing this Agreement, general assignment any of any Government Authorizations;the Ancillary Agreements or the eFunds Guaranty; and (4vi) Bills of Sale or such other certificates, documents of assignment and transfer, with full warranties of title instruments as Seller may reasonably request related to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate Encumbrancestransactions contemplated hereby. (D) Following execution and delivery of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of the Purchased Assets.