Common use of Deliveries by Purchaser at Closing Clause in Contracts

Deliveries by Purchaser at Closing. At the Closing, Purchaser shall deliver to the Seller Parties: (a) the Closing Payment in accordance with Section 2.3(a) by wire transfer of immediately available funds to an account or accounts designated by Parent; (b) a certificate executed on behalf of Purchaser by the secretary or assistant secretary of Purchaser, dated the Closing Date, certifying and attaching (i) good standing certificates for Purchaser, dated no earlier than 15 days before the Closing Date, from its jurisdiction of incorporation, (ii) authorizing resolutions of Purchaser's board of directors associated with the approval of the transactions contemplated hereby and (iii) specimen signatures of the officers of Purchaser authorized to execute the agreements and documents contemplated hereby, on behalf of Purchaser; (c) a certificate, dated as of the Closing Date, executed on behalf of Purchaser by an authorized executive officer of Purchaser, certifying that the conditions specified in Section 3.3(a) and Section 3.3(b) have been fulfilled; (d) the Assignment and Assumption Agreements, duly executed by Purchaser; and (e) a Transition Services Agreement, dated the Closing Date, and duly executed by Purchaser. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Knowing that Purchaser is relying thereon, Parent and the Subsidiaries, jointly and severally, represent and warrant to Purchaser, except as otherwise set forth in writing in the disclosure letter supplied by the Seller Parties to Purchaser dated as of the date hereof which disclosure letter shall provide an exception to or otherwise qualify the representations or warranties of Parent and the Subsidiaries (the "Seller Disclosure Letter"), as follows: 5.1

Deliveries by Purchaser at Closing. (a) At the Closing, Purchaser shall deliver execute, acknowledge and/or deliver, as applicable, the following to each Seller (except any Seller of a JV Interest) for such Seller's Property: (i) The Lease Assumption, assuming all of such Seller's obligations and liabilities under the relevant Leases including unapplied cash security deposits accounted for by such Seller. (ii) The Contract, License and Intangible Assignment, assuming all of such Seller's right, title and interest, if any, in and to the Seller Parties: (a) the Closing Payment in accordance with Section 2.3(a) by wire transfer of immediately available funds to an account or accounts designated by Parent; Contracts and other items described thereon for such Seller's Property. (b) At the Closing, Purchaser shall execute, acknowledge and/or deliver the Partnership Assignment to each Seller of a JV Interest. (c) At the Closing, Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to each Seller: (i) The Purchase Prices, subject to apportionments, credits and adjustments as provided in this Agreement. (ii) (A) copies of the certificate executed on behalf of incorporation and bylaws of Purchaser and of the resolution of the board of directors of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, certified as true and correct by the secretary Secretary or assistant secretary Assistant Secretary of Purchaser; (B) a good standing certificate issued by the state of incorporation of Purchaser, dated the Closing Date, certifying and attaching within thirty (i30) good standing certificates for Purchaser, dated no earlier than 15 days before the Closing Date, from its jurisdiction of incorporation, (ii) authorizing resolutions of Purchaser's board of directors associated with the approval of the transactions contemplated hereby and (iii) specimen signatures of the officers of Purchaser authorized to execute the agreements and documents contemplated hereby, on behalf of Purchaser; (c) a certificate, dated as of the Closing Date, executed on behalf of Purchaser by an authorized executive officer of Purchaser, certifying that the conditions specified in Section 3.3(a) and Section 3.3(b) have been fulfilled; (d) the Assignment and Assumption Agreements, duly executed by Purchaser; and (eC) a Transition Services Agreementan incumbency certificate executed by the Secretary or Assistant Secretary of Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the transactions contemplated herein. (iii) If applicable, dated duly completed and signed real estate transfer tax returns. (iv) Assumptions of the Closing Datemortgage loans being assumed, including such non-recourse carve-out, environmental and other indemnity agreements and guarantees required by the Mortgagee of the Property, pursuant to, and duly to the extent required by, the existing loan documents, including the Bond Documents, in form and substance reasonably satisfactory to Purchaser (Purchaser hereby agreeing that it will not object to any such agreement if it is in the same form as previously executed by Purchaser. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Knowing a Seller), it being understood that such indemnities will not be provided by any individual, or by any entity not affiliated with Purchaser and that Purchaser shall not be required to provide any personal guaranties or credit enhancements with respect to the sums borrowed. (v) All other documents Purchaser is relying thereon, Parent and required to deliver pursuant to the Subsidiaries, jointly and severally, represent and warrant to Purchaser, except as otherwise set forth in writing in the disclosure letter supplied by the Seller Parties to Purchaser dated as provisions of the date hereof which disclosure letter shall provide an exception to or otherwise qualify the representations or warranties of Parent and the Subsidiaries (the "Seller Disclosure Letter"), as follows: 5.1this Agreement.

Deliveries by Purchaser at Closing. (a) At the Closing, Purchaser shall deliver execute, acknowledge and/or deliver, as applicable, the following to Seller: (i) The Lease Assumption, assuming all of each Seller’s obligations and liabilities under the relevant Leases including unapplied cash security deposits accounted for by Seller. (ii) The Contract and Permit Assignment, assuming all of Seller’s right, title and interest, if any, in and to the Seller Parties: (a) the Closing Payment in accordance with Section 2.3(a) by wire transfer of immediately available funds to an account or accounts designated by Parent; Contracts and Permits. (b) a At the Closing, Purchaser shall execute, acknowledge and/or deliver, as applicable, the following to Seller: (i) The Purchase Price, subject to apportionments, credits and adjustments as provided in this Agreement. (ii) (A) copies of the certificate executed on behalf of formation and operating agreement of Purchaser and of the consent of the members of Purchaser authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement, certified as true and correct by an authorized representative of Purchaser; (B) a good standing certificate issued by the secretary or assistant secretary state of formation of Purchaser, dated the Closing Date, certifying and attaching within thirty (i30) good standing certificates for Purchaser, dated no earlier than 15 days before the Closing Date, from its jurisdiction of incorporation, (ii) authorizing resolutions of Purchaser's board of directors associated with the approval of the transactions contemplated hereby and (iii) specimen signatures of the officers of Purchaser authorized to execute the agreements and documents contemplated hereby, on behalf of Purchaser; (c) a certificate, dated as of the Closing Date, ; and (C) an incumbency certificate executed on behalf of Purchaser by an authorized executive officer representative of Purchaser, certifying that Purchaser with respect to those officers of Purchaser executing any documents or instruments in connection with the conditions specified in Section 3.3(atransactions contemplated herein. (iii) and Section 3.3(b) have been fulfilled; (d) the Assignment and Assumption AgreementsIf applicable, duly executed by Purchaser; completed and signed real estate transfer tax returns. (eiv) a Transition Services Agreement, dated the Closing Date, and duly executed by Purchaser. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES Knowing that A Settlement Statement. (v) All other documents Purchaser is relying thereon, Parent and required to deliver pursuant to the Subsidiaries, jointly and severally, represent and warrant provisions of this Agreement or that Seller reasonably requests in order to Purchaser, except as otherwise set forth in writing in effectuate the disclosure letter supplied by the Seller Parties to Purchaser dated as conveyance of the date hereof which disclosure letter shall provide an exception to or otherwise qualify the representations or warranties of Parent and the Subsidiaries (the "Property; provided, that any documents requested by Seller Disclosure Letter"), as follows: 5.1do not impose any additional obligations on P▇▇▇▇▇▇▇▇.