Common use of Developer’s Deliveries Clause in Contracts

Developer’s Deliveries. Subject to the terms of this Agreement, Developer shall execute and deliver to Mall II Buyer or Mall II LLC, as applicable, at or prior to the Closing: (a) an assignment of the Membership Interests to Mall II Buyer (the "ASSIGNMENT"); (b) a General Assignment/Bill of Sale assigning to Mall II LLC the Exclusive Mall Equipment; (c) the Amended REA; (d) the Developer's Representation Certificate; (e) the Developer's Warranty, if applicable; (f) notices to Tenants from the appropriate parties informing them of the termination of any lockbox agreements in effect immediately prior to the Closing and instructing Tenants to pay rent in such a manner as directed by Mall II Buyer; (g) Developer's copies of any Leases executed by Mall II LLC and Tenants; (h) Developer's copies of any Service Contract that shall survive the Closing; (i) all sales tax, transfer tax and other tax returns, if any, which the Developer is required by law to execute and deliver, either individually or together 37 with Mall II Buyer, to any Government Authority as a result of the sale of the Membership Interests; (j) All records and files which are in the possession of the Developer relating to the operation and maintenance of the Phase II Mall, including without limitation, to the extent in the possession of Developer, current tax bills, current water, sewer, utility and fuel bills, payroll records, billing records for Tenants, Tenant files, repair and maintenance records and the like which affect or relate to the Phase II Mall, plans, drawings, blue prints and specifications for the Phase II Mall, certificates of occupancy and other licenses and permits and keys to the Phase II Mall; and (k) any other instruments or documents to be executed and/or delivered by Developer pursuant to SCHEDULE "7" or other provisions of this Agreement.

Developer’s Deliveries. Subject to the terms of this Agreement, Developer shall execute and deliver to Mall II Buyer or Mall II LLC, as applicable, at or prior to the Closing: (a) an assignment of the Membership Interests to Mall II Buyer (the "ASSIGNMENTAssignment"); (b) a General Assignment/Bill Assignment/▇▇▇▇ of Sale assigning to Mall II LLC the Exclusive Mall Equipment; (c) the Amended REA; (d) the Developer's Representation Certificate; (e) the Developer's Warranty, if applicable; (f) notices to Tenants from the appropriate parties informing them of the termination of any lockbox agreements in effect immediately prior to the Closing and instructing Tenants to pay rent in such a manner as directed by Mall II Buyer; (g) Developer's copies of any Leases executed by Mall II LLC and Tenants; (h) Developer's copies of any Service Contract that shall survive the Closing; (i) all sales tax, transfer tax and other tax returns, if any, which the Developer is required by law to execute and deliver, either individually or together 37 with Mall II Buyer, to any Government Authority as a result of the sale of the Membership Interests; (j) All records and files which are in the possession of the Developer relating to the operation and maintenance of the Phase II Mall, including without limitation, to the extent in the possession of Developer, current tax bills, current water, sewer, utility and fuel bills, payroll records, billing records for Tenants, Tenant files, repair and maintenance records and the like which affect or relate to the Phase II Mall, plans, drawings, blue prints and specifications for the Phase II Mall, certificates of occupancy and other licenses and permits and keys to the Phase II Mall; and (k) any other instruments or documents to be executed and/or delivered by Developer pursuant to SCHEDULE Schedule "7" or other provisions of this Agreement.