Common use of Pre-Closing Deliverables Clause in Contracts

Pre-Closing Deliverables. The Seller shall: (i) no later than the date falling five (5) Business Days prior to the Closing Date, deliver to the Purchasers the Estimated NAV Statement; (ii) no later than the date falling five (5) Business Days prior to the Closing Date, procure that the relevant existing lenders or their security agents in relation to the Existing Mortgages (the “Existing Lenders”) deliver in writing a statement (each such statement a “Bank Payoff Statement” and, together, the “Bank Payoff Statements”) stating the amount required to be received by the relevant finance party (i) as of the last day of the month preceding the date on which the Closing Conditions under Section 3.5 have been fulfilled or validly waived, in order to effect the release of the Existing Mortgages and other security and (ii) for a certain reasonable period after that date (and in any event through the Closing Date), the daily amount of interest accruing per day after that date (the aggregate amount payable on the Closing Date in accordance with such Bank Payoff Statements the “Bank Payoff Amount”); and (iii) No later than the date falling eight (8) Business Days prior to the Closing Date, deliver to the Purchasers a completeness statement in accordance with the sample attached hereto as Exhibit K, including: a Copies of all German preliminary VAT Tax Returns for the period from the Tax Due Diligence Cut-Off Date through the Closing Date and all German annual VAT Tax Returns for assessment periods from January 1, 2017 through the Closing Date, and all corrections of preliminary VAT and annual VAT Tax Returns that any Owner has filed with Tax authorities during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; b Copies of all German corporate income Tax Returns that any Owner has filed during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; c Copies of all German VAT assessment notices (including amendment notices) for preliminary and assessment periods received by any Owner during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; d Copies of all German corporate income Tax and Transfer Tax assessment notices (including amendment notices) received by any Owner during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; e Proof of payment (e.g., copies of account statements) for all German VAT of each Owner for preliminary VAT and assessment periods that became due during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; and f Proof of payment (e.g., copies of account statements) for all German land Taxes to be paid by each Owner during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date that have become due for payment on the statutory due dates for the German land Tax (i.e., February 15, May 15, August 15, and November 15). In the event of a change in the Tax base value of any Owner with effect for any of the aforementioned due dates, copies of the relevant land Tax assessments shall be enclosed with the proof of payment..

Pre-Closing Deliverables. The Seller shall: : (i) no later than the date falling five (5) Business Days prior to the Closing Date, deliver to the Purchasers the Estimated NAV Statement; ; (ii) no later than the date falling five (5) Business Days prior to the Closing Date, procure that the relevant existing lenders or their security agents in relation to the Existing Mortgages (the “Existing Lenders”) deliver in writing a statement (each such statement a “Bank Payoff Statement” and, together, the “Bank Payoff Statements”) stating the amount required to be received by the relevant finance party (i) as of the last day of the month preceding the date on which the Closing Conditions under Section 3.5 have been fulfilled or validly waived, in order to effect the release of the Existing Mortgages and other security and (ii) for a certain reasonable period after that date (and in any event through the Closing Date), the daily amount of interest accruing per day after that date (the aggregate amount 16 payable on the Closing Date in accordance with such Bank Payoff Statements the “Bank Payoff Amount”); and and (iii) No later than the date falling eight (8) Business Days prior to the Closing Date, deliver to the Purchasers a completeness statement in accordance with the sample attached hereto as Exhibit K, including: a Copies of all German preliminary VAT Tax Returns for the period from the Tax Due Diligence Cut-Off Date through the Closing Date and all German annual VAT Tax Returns for assessment periods from January 1, 2017 through the Closing Date, and all corrections of preliminary VAT and annual VAT Tax Returns that any Owner has filed with Tax authorities during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; b Copies of all German corporate income Tax Returns that any Owner has filed during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; c Copies of all German VAT assessment notices (including amendment notices) for preliminary and assessment periods received by any Owner during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; d Copies of all German corporate income Tax and Transfer Tax assessment notices (including amendment notices) received by any Owner during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; e Proof of payment (e.g., copies of account statements) for all German VAT of each Owner for preliminary VAT and assessment periods that became due during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; and f Proof of payment (e.g., copies of account statements) for all German land Taxes to be paid by each Owner during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date that have become due for payment on the statutory due dates for the German land Tax (i.e., February 15, May 15, August 15, and November 15). In the event of a change in the Tax base value of any Owner with effect for any of the aforementioned due dates, copies of the relevant land Tax assessments shall be enclosed with the proof of payment..;

Pre-Closing Deliverables. The Seller shall: (i) no Not later than the date falling five ten (510) Business Days prior to the Closing DateClosing, the Company shall prepare and deliver to the Purchasers the Estimated NAV Statement;Parent: (iia) no later than (i) an estimated or preliminary unaudited consolidated balance sheet of the date falling five (5) Business Days prior to the Closing DateCompany as of December 31, procure that the relevant existing lenders or their security agents in relation to the Existing Mortgages 2017 (the “Existing LendersPreliminary Closing Balance Sheet”) deliver in writing a statement (each such statement a “Bank Payoff Statement” and, together, the “Bank Payoff Statements”) stating the amount required to be received by the relevant finance party (i) as of the last day of the month preceding the date on which the Closing Conditions under Section 3.5 have been fulfilled or validly waived, in order to effect the release of the Existing Mortgages and other security and (ii) a statement (the “Preliminary Closing Book Value Statement”) setting forth a calculation of the estimated or preliminary Closing Book Value (the “Preliminary Closing Book Value”) and the amount, if any, by which the Preliminary Closing Book Value is less than or greater than the Estimated Book Value. The Preliminary Closing Balance Sheet and the Preliminary Closing Book Value Statement shall be prepared (A) in accordance with the Balance Sheet Methods and in the same form as the Reference Balance Sheet, (B) if the Closing occurs prior to December 31, 2017, using (x) the most recent available monthly balance sheet of the Company and its Subsidiaries on a consolidated basis and (y) the planned operations of the Company and its Subsidiaries as set forth on Schedule 3.03(a) hereto with respect to the period from the Closing Date through December 31, 2017 (the “Post-Closing Planned Operations”) and (C) if the Closing occurs following December 31, 2017, using the balance sheet of the Company and its Subsidiaries on a consolidated basis as of December 31, 2017. Parent may provide comments, solely on the basis set forth in the second sentence of Section 3.07(b)(iv), on the Preliminary Closing Balance Sheet or the Preliminary Closing Book Value Statement delivered by the Company to Parent by providing written notice of such comments within three (3) Business Days following receipt of the Preliminary Closing Balance Sheet and Preliminary Closing Book Value Statement. If Parent delivers written notice of such comments to the Company, the Company and Parent shall, for a certain period of four (4) Business Days following delivery of such comments, Parent and the Company shall negotiate in good faith and the Company shall, in good faith, consider the reasonable period after comments of Parent. Within two (2) Business Days following such negotiation period, the Company shall notify Parent in writing of any changes to the Preliminary Closing Balance Sheet or Preliminary Closing Book Value Statement by providing revised versions thereof, and upon receipt of such notice from the Company, Parent shall notify the Company in writing if Parent still in good faith objects to any contents of the Preliminary Closing Balance Sheet or Preliminary Closing Book Value Statement (any such objections, the “Pre-Closing Book Value Objections”), it being understood that date (and in any event through such objection by Parent shall not delay or impair the Closing Date)but shall be taken into account solely for purposes of determining the Requisite Escrow Value. For the avoidance of doubt, in no event shall the daily amount foregoing delay and impair the Closing; (b) a statement (the “Transaction Expense Statement”) signed by an officer of interest accruing per day after that date the Company certifying and setting forth (i) the aggregate amount of unpaid Transaction Expenses known at such time, (ii) the aggregate amount of Transaction Expenses paid by or on behalf of the Company known at such time and (iii) an itemized list of each such Transaction Expense with a description of the nature of such expense and, in the case of the unpaid Transaction Expenses, the Person (and the bank account of such Person) to whom such expense is owed. The Company shall cause each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Evercore Group L.L.C. (A) to deliver statements of their final invoices reflecting all amounts due and payable to them by the Company or any of its Subsidiaries with respect to this Agreement and the transactions contemplated hereby for all periods ending on or before the Closing Date and (B) to acknowledge and agree that the Company and its Subsidiaries shall not owe any other amounts to Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP and Evercore Group L.L.C. with respect to the matters described in accordance with such Bank Payoff Statements the “Bank Payoff Amount”clause (A); and (iiic) No later than a schedule substantially in the date falling eight (8) Business Days prior to the Closing Date, deliver to the Purchasers a completeness statement in accordance with the sample form attached hereto as Exhibit KD (the “Stockholder Payment Schedule”) signed by an officer of the Company certifying (based, includingwhere applicable, on the amounts set forth in the Transaction Expense Statement) the following: a Copies of all German preliminary VAT Tax Returns for the period from the Tax Due Diligence Cut-Off Date through (A) the Closing Date and all German annual VAT Tax Returns for assessment periods from January 1Merger Consideration, 2017 through (B) the Closing DateChairman Stipulated Incentive, and all corrections of preliminary VAT and annual VAT Tax Returns that any Owner has filed (C) the Class A Preference Amount, (D) the Class A Preference Per Share Amount, (E) the Non-Preference Amount, (F) the Non-Preference Per Share Amount, (G) the Class A Merger Consideration, (H) the Class B Merger Consideration, (I) the aggregate amount payable to the Company Stockholders in accordance with Tax authorities during Section 3.01, (J) the period from the Tax Due Diligence Cut-Off Date through the date amount payable to each Company Stockholder (expressed as a dollar amount) that is fifteen allocated and payable to each Company Stockholder in accordance with Section 3.01 (15the “Common Stock Settlement Payments”), (K) Business Days prior the Pro-Rata Share of each Company Stockholder and (L) the aggregate Requisite Escrow Value Per Share Contribution with respect to each Company Stockholder (expressed as a dollar amount). It is understood and agreed that (x) the Closing Date; b Copies of Stockholder Payment Schedule shall be incorporated herein by reference, (y) Parent, Merger Sub and the Surviving Corporation shall be entitled to rely on the Stockholder Payment Schedule for all German corporate income Tax Returns that any Owner has filed during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; c Copies of all German VAT assessment notices purposes under this Agreement (including amendment noticesmaking payments under this Article III) for preliminary and assessment periods received by any Owner during (z) and none of Parent, Merger Sub or the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; d Copies of all German corporate income Tax and Transfer Tax assessment notices (including amendment notices) received by any Owner during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; e Proof of payment (e.g., copies of account statements) for all German VAT of each Owner for preliminary VAT and assessment periods that became due during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; and f Proof of payment (e.g., copies of account statements) for all German land Taxes to Surviving Corporation shall be paid by each Owner during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date that have become due for payment on the statutory due dates responsible for the German land Tax (i.e., February 15, May 15, August 15, and November 15). In calculations or the event of a change determinations regarding such calculations in the Tax base value of any Owner with effect for any Stockholder Payment Schedule. Exhibit D sets forth a form of the aforementioned due dates, copies of the relevant land Tax assessments shall be enclosed with the proof of payment..Stockholder Payment Schedule.