Cedar Deliveries Clause Samples

Cedar Deliveries. Cedar shall deliver or cause to be delivered to the Property Owners, Homburg or the Title Company, as the case may be, on the applicable Closing Date the following documents (collectively, “Cedar Deliveries”): (i) the applicable Amended and Restated Partnership Agreement and any formation or similar certificates required by the laws of the State of Delaware, executed by the applicable Cedar Partners; (ii) assignment and assumption agreements in the form attached hereto as Exhibit G between Cedar, as assignor, and Homburg, as assignee, of the applicable Interests (each, an “Assignment and Assumption Agreement”), executed by Cedar; (iii) with respect to each Property, the Management Agreement, executed by the applicable Property Owner and the Manager; (iv) all applicable transfer tax forms, if any; (v) the affidavit referred to in Section 1445 of the Code with all pertinent information confirming that Cedar is not a foreign person, trust, estate, corporation or partnership; (vi) evidence reasonably satisfactory to the Title Company respecting the due organization of the Cedar Partners and the due authorization and execution by the applicable Cedar Partners of this Agreement and the documents required to be delivered hereunder; (vii) to the extent reasonably required by the Title Company, an affidavit of title in the form attached hereto as Exhibit H; (viii) a certificate (the “Update Certificate”) of Cedar dated as of the Closing Date certifying that the representations and warranties of Cedar set forth in Section 11(a) of this Agreement, other than the representations and warranties set forth in Section 11(a) of this Agreement which are made as of the date of this Agreement (the representations and warranties of Seller set forth in Section 11(a) of this Agreement, other than the representations and warranties set forth in Section 11(a) of this Agreement which are made as of the date of this Agreement, being hereafter referenced to as “Closing Date Representations”) remain true and correct in all material respects as of the Closing Date, it being agreed that if any Closing Date Representation shall no longer be true and correct in any material respect due to a change in the facts or circumstances which do not otherwise constitute a default of Cedar pursuant to the express terms of this Agreement and Cedar is unable to deliver the Update Certificate, the failure of Cedar to deliver the Update Certificate shall constitute a failure of a condition to Closing an...