Common use of Additional Closing Documents Clause in Contracts

Additional Closing Documents. Buyer shall have received at the Closing the following documents, dated the Closing Date: (i) Bills of sale and assignment agreements substantially in the form attached hereto as EXHIBIT A, covering the items of personal property included in the Acquired Assets to be transferred or assigned to Buyer at the Closing; (ii) Grant deeds or similar forms of conveyance in form and substance reasonably satisfactory to Buyer and to the applicable title insurance company hereunder, conveying to Buyer or, in Buyer's discretion, to Buyer's designees respectively, the Real Property to be conveyed to Buyer pursuant to this Agreement; (iii) Such further instruments of sale, transfer, conveyance, assignment or delivery covering the Acquired Assets or any part thereof as Buyer may reasonably require to assure the full and effective sale, transfer, conveyance, assignment or delivery to it, or, in Buyer's discretion, to Buyer's designees, of the Acquired Assets to be transferred to Buyer under this Agreement; (iv) Title insurance policies issued by Chicago Title Insurance Company, or, if Buyer requests, ▇▇▇▇▇▇▇ Title Insurance Company, under an ALTA Standard Form B Policy insuring good and marketable title of Buyer in and to the Owned Real Property, subject only to Permitted Encumbrances and such other exceptions as are generally contained in such Standard Form B Policy, for the amounts as may be reasonably specified by Buyer (which shall be obtained at the expense of Buyer); (v) A certificate to the effect that, on and as of the Closing Date, none of Sellers is a foreign person within the meaning of section 1445 of the Tax Code and the Treasury Regulations thereunder; such certificate to be in form and substance reasonably satisfactory to Buyer; PROVIDED, that if such certificate is not delivered to Buyer, Buyer shall be entitled to withhold 10% of the Purchase Price as required by Section 1445 of the Tax Code; (vi) An opinion of counsel to Sellers, the form of which is set forth on EXHIBIT E hereto, addressed to Buyer, Buyer's designees hereunder, and Buyer's lenders, with respect to this Agreement and the Transactions, dated as of the Closing Date; (vii) A certificate or certificates of executive officer(s) of Sellers with respect to the truth, correctness and continuing accuracy and completeness of the representations of Sellers hereunder and as to such other matters (including, without limitation, due authorization and validity of Sellers' actions taken in connection with consummation of the Transactions) the form of which is set forth as EXHIBIT B; and (viii) Such other documents as may be specified herein, in the Transaction Documents or as Buyer may reasonably request.

Additional Closing Documents. Buyer shall have received at the Closing the following documents, dated as of the Closing Date: (a) Duly executed ▇▇▇▇ of Sale for the Assets transferred, in a form acceptable to Buyer, sufficient to vest marketable title therein, free, clear and unencumbered. (b) Duly executed, individual instruments of assignment or transfer by country and corporate owner, of the patents, copyrights, brand names, trade names, trademarks, and service marks included in Schedule 3.4(a), 3.4(a)(i) or 3.4(b), sufficient to convey and vest full legal and equitable title of the Intellectual Property in the Buyer, in recordable form, if not already registered or applied for in the name of the Buyer, as well as a complete and accurate listing of any and all actions which must be taken to maintain any of the intellectual property during the twelve (12) month period following the Closing, and of the deadlines for taking each of such actions; duly executed consents to assignment or transfer of any items included in Schedules 3.4(a), 3.4(a)(i) or 3.4(b). (c) Copies, certified by the Secretary of Seller, of (i) Bills resolutions adopted by 90% of sale the common and assignment agreements substantially in 100% of the form attached preferred shareholders and 100% of the Board of Directors of Seller (and although already definitionally included, PlanetPrintDallas) authorizing the execution and delivery of this Agreement and all other agreements, documents or instruments relating hereto as EXHIBIT A, covering and the items consummation of personal property included in the Acquired Assets to be transferred or assigned to Buyer at the Closing; transactions contemplated hereby; (ii) Grant deeds or similar forms Seller’s Certificate of conveyance in form Incorporation; and substance reasonably satisfactory to Buyer and to the applicable title insurance company hereunder, conveying to Buyer or, in Buyer's discretion, to Buyer's designees respectively, the Real Property to be conveyed to Buyer pursuant to this Agreement; (iii) Such further instruments Seller’s Bylaws. (d) A certificate, dated the Closing Date and signed by the President and Chief Financial Officer of saleSeller, transferin accordance with Sections 5.2.1 and 5.2.2, conveyanceto the effect that the representations and warranties of Seller were true and correct on the date hereof, are true and correct on the Closing Date and that Seller has duly performed in all respects all of the obligations due hereunder prior to the Closing Date. (e) Duly executed assignments of the personal property and Real Property Leases to be assigned by Seller in accordance with the terms of this Agreement, along with consents to such assignments, as applicable, from any and all lessors, sublessors, lessees and sublessees, as applicable, all as listed on Schedules 1.3(a)(ii) and 3.9(b). (f) Duly executed assignment, and consents to such assignment or delivery covering the Acquired Assets from each other party thereto, of customers of Seller (including but not limited to those described in Schedules 1.1(a)(x) and 1.3(a)(i)), suppliers and vendors or any part thereof other contracts whose consent to transfer or assignment is required by Buyer, including but not limited to the Motorola and Suniland agreements, all as Buyer may reasonably require to assure the full and effective sale, transfer, conveyance, assignment or delivery to it, or, in Buyer's discretion, to Buyer's designees, of the Acquired Assets to be transferred to Buyer under this Agreement;listed on Schedule 3.17. (ivg) Title insurance policies issued Termination, pay off, cancellation, waiver, UCC-3 and release documents executed by Chicago Title Insurance Companyeach creditor of Copy Concepts and the Business, orfor which Buyer is not responsible under Section 1.3(a), if Buyer requestsincluding but not limited to, capital lease lessors, Copy Concepts and Business Platinum Workout Accounts, Principal Resources, LLC, ▇▇▇▇▇▇▇ Title Insurance Company▇, under an ALTA Standard Form B Policy insuring Stone and GMAC. (h) Amended Certificate of Incorporation changing Seller’s name to a name acceptable to Buyer. (i) Long-form good standing certificates and marketable title tax clearance certificates dated within ten (10) business days prior to the Closing Date from Seller, PlanetPrintDallas and Copy Concepts. (j) Lessor Estoppel Certificates dated no earlier than ten (10) business days prior to Closing. (k) Incumbency Certificates certifying the signatures of Buyer in Seller. (l) All books and records of Copy Concepts and the Business (of which Seller may retain a copy and to the Owned Real Property, subject only to Permitted Encumbrances and such other exceptions as are generally contained in such Standard Form B Policy, which Seller shall have access for the amounts as may be reasonably specified calculation and payment of its Taxes). (m) Seller’s notices to customers and accounts receivable. (n) Signed resignations of all directors and officers of Copy Concepts. (o) The stock, corporate minute book and all other books and records of Copy Concepts. (p) At Buyer’s option, cancelled employment agreements and/or non-competition/invention agreements with all of the employees of Copy Concepts. (q) Replacement bank or other like signature cards signed by Buyer (which shall be obtained at the expense of Buyer);personnel. (vr) A certificate to the effect thatTermination and release documentation of contracts not assumed by Buyer, on including but not limited to, sales representative, sales agent, distributor, dealer, reseller and as of the Closing Date, none of Sellers is a foreign person within the meaning of section 1445 of the Tax Code alliance agreements. (s) Copy Concepts sole shareholder’s and the Treasury Regulations thereunder; such certificate director’s actions to be in form and substance reasonably satisfactory to Buyer; PROVIDED, that if such certificate is not delivered to Buyer, Buyer shall be entitled to withhold 10% of immediately effective after the Purchase Price as required by Section 1445 of the Tax Code;Closing. (vit) An opinion of counsel to Sellers, the form of which is set forth on EXHIBIT E hereto, addressed to Buyer, Buyer's designees hereunder, Certificate and Buyer's lenders, with respect to this Agreement and the Transactions, dated as of the Closing Date;signed stock power for all outstanding Copy Concepts capital stock. (vii) A certificate or certificates of executive officer(s) of Sellers with respect to the truth, correctness and continuing accuracy and completeness of the representations of Sellers hereunder and as to such other matters (including, without limitation, due authorization and validity of Sellers' actions taken in connection with consummation of the Transactions) the form of which is set forth as EXHIBIT B; and (viiiu) Such other documents as may be specified herein, in the Transaction Documents or and instruments as Buyer may reasonably requestrequire.

Additional Closing Documents. The Buyer shall have received at provide to the Securityholders on the Closing Date the following documentsfollowing: (a) a certified copy of the directors' resolution of the Buyer, dated approving the Agreement and all transactions contemplated by the Agreement, including without limitation the approval and due authorization of the issuance and delivery of the Venture Stock to the Securityholders on the Closing Date: (i) Bills , and authorizing and directing the execution and delivery of sale and assignment agreements substantially in the form attached hereto as EXHIBIT A10 -10- Agreement by the Buyer, covering together with all other documents required pursuant to the items of personal property included in the Acquired Assets to be transferred or assigned to Buyer at the ClosingClosing Agenda; (iib) Grant deeds or similar forms the legal opinion of conveyance in form and substance reasonably satisfactory to Buyer and Burstall Ward addressed to the applicable title insurance company hereunderSecurityholders, conveying to Buyer or, in Buyer's discretion, to Buyer's designees respectively, the Real Property to be conveyed to Buyer pursuant to this Agreement; (iii) Such further instruments of sale, transfer, conveyance, assignment or delivery covering the Acquired Assets or any part thereof as Buyer may reasonably require to assure the full and made effective sale, transfer, conveyance, assignment or delivery to it, or, in Buyer's discretion, to Buyer's designees, of the Acquired Assets to be transferred to Buyer under this Agreement; (iv) Title insurance policies issued by Chicago Title Insurance Company, or, if Buyer requests, ▇▇▇▇▇▇▇ Title Insurance Company, under an ALTA Standard Form B Policy insuring good and marketable title of Buyer in and to the Owned Real Property, subject only to Permitted Encumbrances and such other exceptions as are generally contained in such Standard Form B Policy, for the amounts as may be reasonably specified by Buyer (which shall be obtained at the expense of Buyer); (v) A certificate to the effect that, on and as of the Closing Date, none of Sellers is a foreign person within the meaning of section 1445 of the Tax Code and the Treasury Regulations thereunder; such certificate to be in form and substance reasonably satisfactory content as agreed to on or before the Closing, acting in a commercially reasonable manner for transactions similar to the Contemplated Transactions, confirming that the Agreement and all of the Contemplated Transactions have been duly approved by the Buyer; PROVIDED's shareholders and the Buyer's board of directors, that if such certificate is not delivered to the Venture Stock has been duly and properly issued by the Buyer, Buyer shall be entitled from treasury, as fully paid and non-assessable shares, and, to withhold 10% the best of their knowledge, information and belief, having made reasonable and adequate inquiry in that regard, is free and clear of all security interests, pledges, liens, transfer and stamp tax obligations, encumbrances, claims and other charges thereon of every kind and nature whatsoever, and further, confirming that the Agreement and all of the Purchase Price as required by Section 1445 of the Tax Code; (vi) An opinion of counsel to Sellers, the form of which is set forth on EXHIBIT E hereto, addressed to Buyer, Buyer's designees hereunder, and Buyer's lenders, with respect to this Agreement and the Contemplated Transactions, dated as of the Closing Date; (vii) A certificate or certificates of executive officer(s) of Sellers with respect to the truth, correctness and continuing accuracy and completeness of the representations of Sellers hereunder and as to such other matters (including, without limitation, due authorization and validity of Sellers' actions taken in connection with consummation the issuance of the TransactionsVenture Stock to the Securityholders has been made and done in compliance with all applicable corporate and securities laws, regulations, and policies, including without limitation the rules, regulations and policies of the Alberta Securities Commission, and that the required Form 20 has been duly filed with the Alberta Securities Commission and to the best of their knowledge, information and belief, having made reasonable inquiry in that regard, and in reliance upon an opinion of Bachner, Tally, Pole▇▇▇ ▇▇▇ Mish▇▇ ▇▇▇ and (A) assuming (i) the form accuracy of which the representations and warranties provided by the Securityholders in this Agreement and (ii) that the Buyer has complied in all material respects with the requirements of section 4(2) of the Act, the offer and sale of the Venture Stock by the Buyer is set forth exempt from registration under the Act; and (B) under the federal securities laws of the United States as EXHIBIT Bcurrently in effect, and assuming the accuracy of the representations and warranties made by the Securityholders in this Agreement, except to the extent that the Venture Stock issued to the Securityholders constitute "restricted securities" as such term is defined under Rule 144 of the Act, or that any of the Securityholders may be deemed an "affiliate" of the Buyer, as such term is defined under Rule 144 of the Act, as of the date of issuance, the Venture Stock will have no prohibition on transfer; and (viiic) Such other documents as may be specified hereina true copy of the written verification from Nasdaq referred to in Section 13.7, in the Transaction Documents or as Buyer may reasonably requestif obtainable.

Additional Closing Documents. Buyer shall have received at (i) At the Closing, upon the delivery of the TCW/MS Closing Acknowledgment to CEH and GSCAC in accordance with Section 1(h)(ii) below and the following documentsdelivery of the Payoff Consideration as provided herein, dated the Closing DateAgent and each Note Holder and Option Holder (as applicable) shall: (iA) Bills deliver to GSCAC and CEH, at Issuer’s and the Surviving Company’s sole cost and expense: (1) UCC-3 termination statements with respect to the UCC-1 financing statements set forth on Schedule 5 hereto (and Agent and the Note Holders shall be deemed to authorize following the delivery of sale the TCW/MS Closing Acknowledgment the Transaction Document Parties or their designees to file such UCC-3 termination statements on behalf of Agent and assignment agreements substantially the Note Holders); (2) all Existing Notes issued to such Note Holder pursuant to the Existing Note Purchase Agreement, as set forth on Schedule 2 hereto (or affidavits of loss with respect thereto, in form and substance reasonably acceptable to GSCAC and CEH), marked “Paid in Full”; (3) all Options issued to such Option Holder pursuant to the Cash Settled Options, as set forth on Schedule 3 hereto (or affidavits of loss with respect thereto); (4) the original Limited Sponsor Guaranty executed by CEH in connection with the Existing Note Purchase Agreement (or an affidavit of loss with respect thereto); (5) the original Manager Guaranty executed by Manager in connection with the Existing Note Purchase Agreement (or an affidavit of loss with respect thereto); (6) and each original certificate set forth on Schedule 6 hereto (or an affidavit of loss with respect thereto, in form and substance reasonably acceptable to GSCAC and CEH); and (7) a letter addressed to the Account Bank terminating the Account Agreement. (B) to the extent a Note Holder or Option Holder (or its Designee pursuant to Section 7(j) below) is receiving Equity Consideration or Contingent Consideration comprised of Holdco Class B Common Units, Holdco Class C Common Units and/or Holdco Class D Common Units, such Note Holder or Option Holder (or its Designee pursuant to Section 7(j) below) shall execute and deliver (1) a Joinder to the Holdco Sub LLC Agreement, in the form attached hereto as EXHIBIT A, covering Exhibit B to the items of personal property included in the Acquired Assets to be transferred Merger Agreement (or assigned to Buyer at the Closing; (ii) Grant deeds or similar forms of conveyance otherwise in form and substance reasonably satisfactory to Buyer the Note Holders and Option Holders) and (2) a Regulatory Certificate (as defined in the Holdco Sub LLC Agreement) in the form attached as Exhibit C to the applicable title insurance company hereunder, conveying to Buyer or, Holdco Sub LLC Agreement (in Buyer's discretion, to Buyer's designees respectively, the Real Property to be conveyed to Buyer pursuant to this Agreement; (iii) Such further instruments of sale, transfer, conveyance, assignment or delivery covering the Acquired Assets or any part thereof form attached hereto as Buyer may reasonably require to assure the full and effective sale, transfer, conveyance, assignment or delivery to it, or, in Buyer's discretion, to Buyer's designees, of the Acquired Assets to be transferred to Buyer under this Agreement; (iv) Title insurance policies issued by Chicago Title Insurance Company, or, if Buyer requests, ▇▇▇▇▇▇▇ Title Insurance Company, under an ALTA Standard Form Exhibit B Policy insuring good and marketable title of Buyer in and to the Owned Real Property, subject only to Permitted Encumbrances and such other exceptions as are generally contained in such Standard Form B Policy, for the amounts as may be reasonably specified by Buyer (which shall be obtained at the expense of BuyerMerger Agreement); (vC) A certificate execute and deliver a Joinder to the effect thatRegistration Rights Agreement, on and in the form attached hereto as of Exhibit G to the Closing Date, none of Sellers is a foreign person within the meaning of section 1445 of the Tax Code and the Treasury Regulations thereunder; such certificate to be Merger Agreement (or otherwise in form and substance reasonably satisfactory to Buyer; PROVIDED, that if such certificate is not delivered to Buyer, Buyer shall be entitled to withhold 10% of the Purchase Price as required by Section 1445 of the Tax Code; (vi) An opinion of counsel to Sellers, the form of which is set forth on EXHIBIT E hereto, addressed to Buyer, Buyer's designees hereunder, Note Holders and Buyer's lenders, with respect to this Agreement and the Transactions, dated as of the Closing Date; (vii) A certificate or certificates of executive officer(s) of Sellers with respect to the truth, correctness and continuing accuracy and completeness of the representations of Sellers hereunder and as to such other matters (including, without limitation, due authorization and validity of Sellers' actions taken in connection with consummation of the Transactions) the form of which is set forth as EXHIBIT BOption Holders); and (viiiD) Such execute and deliver such other documents as may be specified hereinand instruments, and take such other actions (at the expense of Issuer and the Surviving Company), in each case as are required under Law and reasonably requested by Issuer, GSCAC or CEH to release any remaining Liens on the Transaction Documents Collateral (as defined in the Existing Note Purchase Agreement) securing the Obligations; provided that none of the foregoing shall constitute or require a release or termination of any Liens for the benefit of Agent or any Note Holder with respect to any Collateral (as Buyer may reasonably requestdefined in the New TCW/MS NPA).

Additional Closing Documents. Buyer (i) Contributor. Contributor shall have received deliver or cause to be delivered to Acquiror at or before the Second Closing or the Option Closing, as the case may be, each of the following documentsitems, dated the Closing Datewhere applicable, relating to Additional Properties: (ia) Bills of sale and assignment agreements if by deed transfer, the Deed for each Additional Property, substantially in the form of Exhibit I-1 attached hereto as EXHIBIT Ahereto, covering the items of personal property included in the Acquired Assets such Deed to be transferred or assigned to Buyer at duly executed by the ClosingDeed Contributor; (iib) Grant deeds if by deed transfer, a ▇▇▇▇ of sale, substantially in the form of Exhibit I-2 attached hereto, such ▇▇▇▇ of sale to be duly executed by the Deed Contributor; (c) a letter advising the tenant under the Leases of the change in ownership of Additional Properties, if applicable, or similar forms change in the address and contact person of conveyance the Contributed Entity relating to each Additional Property, if applicable, and directing them to pay rent to Acquiror or as Acquiror may direct; (d) any and all affidavits, certificates or other documents reasonably required by the Title Insurer in order to cause it to issue at the Second Closing or the Option Closing, as the case may be, an Owner's Title Insurance Policy for each Additional Property (or marked-up commitment therefor) in the form and condition required by this Agreement (it being understood that Contributor will provide any customary certificates or undertakings required in order to induce the Title Insurer to insure over any "gap" period resulting from any delay in recording of documents or later-dating the title insurance file); (e) if by deed transfer, the Assignment of Leases for each Additional Property in substantially the form of Exhibit J-1 attached hereto (including an updated Rent Roll for Additional Properties certified by Contributor as of the Second Closing Date or Option Closing Date, as the case may be, as being true, accurate and complete in all material respects and all security deposits thereunder), the Assignment of Service Contracts that Acquiror elects to assume or which may not be terminated prior to the Second Closing or Option Closing, as the case may be, as set forth in Exhibit C attached hereto in substantially the form of Exhibit J-2 attached hereto, and, subject to Section 3S above, the Assignment of ▇▇▇ Lease Agreement and related PILOT Agreement in substantially the form of Exhibit J-3 attached hereto; (f) the delivery of all necessary and appropriate consents and approvals in connection with Partnership Interest Assignments; (g) the original Lease, ▇▇▇ Lease Agreement and Management Agreements, all written Service Contracts assigned to Acquiror, and any and all building plans, surveys, site plans, engineering plans and studies, utility plans, landscaping plans, development plans, blueprints, specifications, drawings and other documentation concerning Additional Properties and in the possession or control of Contributor; (h) if by deed transfer, an assignment, in form and substance reasonably satisfactory to Buyer Acquiror and to the applicable title insurance company hereunderContributor, conveying to Buyer or, in Buyer's discretion, to Buyer's designees respectively, the Real Property to be conveyed to Buyer pursuant to this Agreementwhich Contributor transfers all items of intangible personal property referred to in Section 1A(vi) above; (iiii) Such further instruments of saleany existing bonds, transfer, conveyance, assignment warranties or delivery covering guaranties which are in any way applicable to the Acquired Assets Additional Properties or any part thereof as Buyer may reasonably require which are in the possession or subject to assure the full and effective sale, transfer, conveyance, assignment or delivery to it, or, in Buyer's discretion, to Buyer's designees, control of the Acquired Assets to be transferred to Buyer under this AgreementContributor; (ivj) Title insurance policies the delivery of a Pay-Off Letter issued by Chicago Title Insurance Companyeach lender under the Waterfront II Indebtedness, orthe One City Centre Indebtedness, if Buyer requestsany, and the Three City Centre Indebtedness, if any, setting forth the amount of principal and interest outstanding on the Second Closing Date or Option Closing Date, as the case may be, and the amount of any prepayment fees and other related charges; (k) to the extent not previously delivered to Acquiror, copies of the most currently available tax bills for the Additional Properties; (l) an affidavit stating, under penalty of perjury, Contributor's United States taxpayer identification number and that Contributor is not a "foreign person" as defined in Section 1445(f)(3) of the Code, and otherwise in the form prescribed by the Internal Revenue Service; (m) the OP Unit Recipient Agreement and such other documents as may be required under the Partnership Agreement in connection with the admission of each OP Unit Recipient as an additional limited partner of Acquiror, such OP Unit Recipient Agreement and other documents to be duly executed by each of the OP Unit Recipients; (n) a certificate, dated the Second Closing Date or Option Closing Date, as the case may be, and signed by ▇▇▇▇▇▇▇ Title Insurance Company▇. ▇▇▇▇▇▇▇, under an ALTA Standard Form B Policy insuring good certifying to Acquiror that the representations and marketable title warranties of Buyer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ contained in and this Agreement (except as they relate to the Owned Real Propertyproperties or the Owners or Contributors with respect thereto not the subject of the Second Closing or the Option Closing, subject only to Permitted Encumbrances as the case may be) are true and such other exceptions correct in all material respects as are generally contained in such Standard Form B Policyof the Second Closing Date or Option Closing Date, for as the amounts as case may be reasonably specified by Buyer (which shall be obtained at the expense of Buyer)be; (vo) A for each Additional Property subject to an ▇▇▇ Lease Agreement for which ▇▇▇ Consents have been obtained pursuant to Section 3S or for which no consent is required, an estoppel certificate to the effect that, on and as of the Closing Date, none of Sellers from each ▇▇▇ that is a foreign person within party to an ▇▇▇ Lease Agreement stating that which the meaning of section 1445 of ▇▇▇ is obligated to state under the Tax Code ▇▇▇ Lease Agreement. Each estoppel certificate and the Treasury Regulations thereunder; such certificate to consent shall be in form and substance reasonably satisfactory to Buyer; PROVIDED, that if such certificate is not delivered to Buyer, Buyer shall be entitled to withhold 10% of the Purchase Price as required by Section 1445 of the Tax CodeAcquiror; (vip) An opinion of counsel to Sellers, the form of which is set forth on EXHIBIT E hereto, addressed to Buyer, Buyer's designees hereunder, and Buyer's lenders, with respect to this Agreement and the Transactions, dated as of the Closing DateService Contracts Notices; (viiq) A certificate a duly completed, executed and acknowledged (i) TP-584, (ii) any transfer tax returns required by local law, (iii) RP-5217, and (iv) any other documents required to record the Deed or certificates Assignment of executive officer(s▇▇▇ Lease Agreements; (r) if any letter of Sellers credit constitutes a security deposit under any Lease, Contributor will assign the same to Acquiror at the Second Closing or Option Closing, as the case may be, or if not assignable, Contributor will cause the tenant to replace the same with a comparable instrument; (s) with respect to the truthOption Closing, correctness and continuing accuracy and completeness an agreement pursuant to which (i) Acquiror agrees to be liable for 50% of the representations costs, allocated to Pioneer Management Services Company, LLC for the Corporate ▇▇▇▇▇, Rochester lease, wherein Pioneer Management Services Company, LLC has its Rochester office and (ii) Contributor agrees to grant Acquiror the right to have two employees of Sellers hereunder and as Acquiror share the use of the space shown on Exhibit Q in said leased premises; and (t) all other necessary or appropriate documents reasonably required by Acquiror in order to such other matters consummate the transaction contemplated hereby (including, without limitation, due authorization the currently effective certificate(s) of occupancy for the Additional Properties and validity of Sellers' actions taken in connection such other governmental or regulatory approvals to be issued to Contributor with consummation of respect to the Transactions) the form of which is set forth as EXHIBIT B; and (viii) Such other documents as may be specified herein, in the Transaction Documents or as Buyer may reasonably requestAdditional Properties).