Common use of Closing Procedure Clause in Contracts

Closing Procedure. (A) On or prior to the Closing Date, Seller and ▇▇▇▇▇ shall execute all documents necessary to close the transaction. (B) At the Closing, Seller shall deliver to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as of the Effective Date. (C) At Closing, the appropriate party shall execute and deliver or cause to be executed and delivered to the Closing the following documents in final form, together with any exhibits or appendices (“Transfer Documents”): (1) General warranty deed(s) for the conveyance of Fee Parcels to be conveyed, substantially in the same form as set forth in Exhibit H; (2) Assignment of Easements conveying the Easements to Buyer, substantially in the same form as set forth in Exhibit I; (3) If necessary, general assignment of any Government Authorizations; (4) Bills of Sale or other documents of assignment and transfer, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate Encumbrances. (D) Following execution and delivery of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of the Purchased Assets.

Closing Procedure. (A) On or prior to the Closing Date, Seller and ▇▇▇▇▇ shall execute all documents necessary to close the transaction. (B) At the Closing, Seller shall deliver to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as of the Effective Date. (C) At Closing, the appropriate party shall execute and deliver or cause to be executed and delivered to Purchaser on or before the Closing the following documents in final formClosing: (a) a Limited Warranty Deed, together with any exhibits or appendices (“Transfer Documents”): (1) General warranty deed(s) for the conveyance of Fee Parcels to be conveyed, substantially in the same form attached hereto as Exhibit E, proper for recording, conveying the Land and Improvements to Purchaser, subject, however, to such title matters as are set forth in Exhibit F (the "Permitted Encumbrances"); (b) a Bill of Sale in the form attached hereto as Exh▇▇▇▇ G, dated as of the date of Closing transferring the Personal Property to Purchaser, which bill of sale shall contain no warranties, ▇xpress or implied, by Seller except that Seller owns the Personal Property transferred thereby, free and clear of all liens or encumbrances except as set forth in Exhibit H; F (2the "Permitted Encumbrances"); (c) an Assignment and Assumption of Easements conveying the Easements to Buyer, substantially Leases in the same form attached hereto as set forth Exhibit H, dated the date of Closing, assigning all of the Seller's right, title and interest as landlord in and to any Leases; (d) an Assignment and Assumption of Operating Agreements in the form attached hereto as Exhibit I; , dated the date of Closing, assigning to Purchaser all of Seller's right, title and interest in, to and under the Operating Agreements; (3e) If necessaryan Assignment and Assumption of Other Agreements in the form attached hereto as Exhibit J, general assignment dated the date of any Government Authorizations; Closing, assigning to Purchaser all of Seller's right, title and interest in, to and under the Other Agreements; (4f) Bills a "General Assignment" by Seller to Purchaser, in the form annexed hereto as Exhibit T, of Sale or other documents all of assignment Seller's right, title and transfer, with full warranties of title interest in and to the personal property portion following, if any: (i) all warranties and guarantees of Purchased Assetsmanufacturers, substantially in suppliers and contractors, to the extent the same form as set forth in Exhibit G; are assignable, (5ii) Post closing agreementsall permits of Governmental Authorities, affidavitsand licenses and approvals of private utilities and others, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions required for or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to closethe operation and maintenance of the Mall, to the extent the same are assignable and relate to the Mall, (iii) all cash security deposits held by any utility with respect to the Mall (plus the interest accrued thereon, if any), (iv) the Intangible Personal Property, (v) all site plans, surveys, plans or specifications and floor plans relating to the Mall, (vi) all traffic pattern and similar studies, all architectural and engineering plans (whether "as built" or design), including, but not limited towithout limitation, a no lien affidavitany such plans relating to any proposed expansion or renovation, a “gap” affidavit and those instruments identified any feasibility or marketing studies prepared by third parties for Seller or any affiliate of Seller, (vii) all catalogues, booklets, manuals, files, logs, records, correspondence, tenant lists, tenant prospect lists, tenant histories, tenant files, brochures and materials, advertisements and other similar intangible property directly relating to the Mall or any part thereof and, if necessary, separate assignments in proper form relating to items in clause (iv) and (viii) all agreements to operate for specific periods, radius restriction agreements and similar agreements made by the Title Company insuring tenants and anchor stores operating at or in connection with the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate EncumbrancesPremises. (D) Following execution and delivery of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of the Purchased Assets.

Closing Procedure. (Aa) On or At least one business day prior to the Closing Datedate of Closing, Seller Acquirer shall have delivered to Escrow Agent counterpart executed originals, and ▇▇▇▇▇ shall execute all acknowledged as required, of the following documents and the following sums of money required to be delivered by Acquirer hereunder: (i) The cash amounts necessary to close fulfill its requirements set forth in Paragraph 2; (ii) Such funds as may be necessary to comply with Acquirer's obligations hereunder regarding prorations, costs and expenses; (iii) A signed counterpart of the transactionAssignment of Leasehold and Grant to the Improvements and notarized for recordation ("Assignment of Leasehold") in the form of Exhibit "E" attached hereto and forming a part hereof; (iv) A Preliminary Change of Ownership Report for delivery with the Assignment of Leasehold; (v) A signed counterpart of the Assignment of Leases and Security Deposits (the "Assignment of Leases") substantially in the form and substance of Exhibit "G" attached hereto and forming a part hereof and a signed counterpart of the Assignment of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts") substantially in the form and substance of Exhibit "H" attached hereto and forming a part hereof; (vi) A signed counterpart of the Contribution Agreement executed by Wilstein in the form of Exhibit "K" attached hereto and made a part hereof; (vii) A signed counterpart of the Amendment to Agreement of Limited Partnership executed by all of the required existing partners, in the form of Exhibit "L" hereto and forming a part hereof; (viii) A signed counterpart of the Merger Agreement executed by Apollo in the form of Exhibit "N" attached hereto and made a part hereof: and (ix) A signed counterpart and notarized for recordation of the TIC Agreement with Forest City in the form of Exhibit "M" hereto and forming a part hereof and/or other collateral agreements and documents relating to Acquirer's tenancy in common with Forest City as are deemed acceptable to Acquirer. (Bx) At Signed copies of the ClosingNew Loan documents, Seller shall deliver to Buyer save and except for the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear exceptedones being executed by Forest City, as may be necessary to consummate the New Loan; and (xi) Execute such other documents, instruments and certificates as may be reasonably necessary to carry out the intent and purpose of the Effective Datethis Agreement. (Cb) At least one business day prior to the date of Closing, Wilstein, Forest City and Apollo, to the appropriate party extent applicable, shall execute and deliver or cause to be executed and have delivered to the Closing Escrow Agent counterpart executed originals, and acknowledged as required, of the following documents in final form, documents: (i) The Assignment of Leasehold together with any exhibits or appendices (“a separate Declaration Regarding Documentary Transfer Documents”): (1) General warranty deed(s) for the conveyance of Fee Parcels to be conveyed, substantially in the same form as set forth in Exhibit HTaxes; (2ii) Assignment of Easements conveying A Bil▇ ▇▇ Sale (the Easements to Buyer, substantially "Bil▇ ▇▇ Sale") in the same form as set forth in of Exhibit I"F" attached hereto covering the Personal Property; (3iii) If necessary, general assignment An Assignment of any Government AuthorizationsLeases; (4iv) Bills An Assignment of Sale or other documents of assignment and transfer, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit GService Contracts; (5v) Post closing agreementsAn original counterpart of each of the Service Contracts, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions Leases and keys to the Property if in Owner's possession or terminations necessary or required pursuant to this Agreementunder its control; (6vi) Title Commitments consistent An affidavit or declaration certifying that Wilstein and Apollo is not a foreign person under IRC ? 1445 and the equivalent form 590 RE with Section 3.03 respect to the State of California; (vii) Notices to each of the tenants of the Property of the transfer of the TIC Interests in the Property to Acquirer; (viii) To the extent they are in Owner's possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; (ix) All warranties and operating manuals that Owner may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon; (x) A signed counterpart of the Contribution Agreement executed by Wilstein and each of the constituent partners of Wilstein in the form of Exhibit "K" attached hereto and made a part hereof; (xi) A signed counterpart of the Amendment to Agreement of Limited Partnership executed by each of the constituent partners of Wilstein receiving OP Units, in the form of Exhibit "L" hereto and forming a part hereof; (xii) A signed counterpart of the Merger Agreement executed by Apollo in the form of Exhibit "N" attached hereto and made a part hereof; (xiii) A signed counterpart by Forest City and notarized for recordation of the TIC Agreement and/or any other collateral documents and instruments relating to the tenancy in common as may be agreed to between Acquirer and Forest City; (xiv) A signed copy of the Investor Question naire in the form of Exhibit "O" attached hereto from each of the Apollo Shareholders and the holders of the Wilstein OP Units; (xv) Signed copies by Forest City and Wilstein of the appropriate New Loan documents as may be reasonably necessary to consummate the New Loan; and (xvi) Execute such other documents, instruments and certificates as may be reasonably necessary to carry out the intent and purpose of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate Encumbrances. (Dc) Following execution and Upon delivery of the Transfer Documentsforegoing sums and documents, Seller Escrow Agent shall also deliver keys cause Title Company to any cause the Assignment of Leasehold and all buildings the Tenancy in Common Agreement to be recorded (by a special recording if necessary) in the Official Records of Los Angeles County, California, and gates immediately to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of issue the Purchased AssetsTitle Policy.

Closing Procedure. (Aa) On At least three (3) business days prior to the date of Closing, Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Purchaser hereunder: (i) If Purchaser assigns its rights as permitted hereunder, similar evidence as appropriate of any such assignee or nominee, evidencing authorization and approval of execution by Purchaser and of such assignee of this Agreement and each of the acts of Purchaser and of such assignee performed pursuant to the provisions hereof; (ii) The Purchase Price in the manner set forth in Paragraph 2; (iii) Such funds as may be necessary to comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. (b) At least three (3) business days prior to the date of Closing, Seller shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Seller hereunder: (i) A deed (the "Grant Deed"), duly executed and acknowledged by Seller, and a separate declaration of documentary transfer tax in form satisfactory to Escrow Agent, (ii) A Bill of Sale executed by ▇▇▇▇er in favor of Purchaser or its nominee or assignee (the "Bill of Sale") covering th▇ ▇▇rsonal Property; (iii) A certified copy of resolutions of Seller authorizing the within transaction; (iv) Any information reasonably required to enable Purchaser to take possession of the Property upon Closing. Seller agrees to deliver all keys to the Property to Purchaser promptly upon Closing; (c) Provided that Escrow Agent confirms to Purchaser on the day prior to the Closing DateDate that, Seller and ▇▇▇▇▇ shall execute all documents necessary but for the delivery to close the transaction. (B) At the Closing, Seller shall deliver to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as it of the Effective Date. (C) At Closingcash portion of the Purchase Price, the appropriate party Escrow Agent is ready, willing and able to proceed to closing, Purchaser shall execute and deliver or cause to be executed and delivered to Escrow Agent by noon, Portland Oregon time, on the Closing Date, the following documents in final form, together with any exhibits or appendices (“Transfer Documents”): (1) General warranty deed(s) for balance of the conveyance of Fee Parcels to be conveyed, substantially Purchase Price in the same form as manner set forth in Exhibit H; (2) Assignment of Easements conveying the Easements to Buyer, substantially in the same form as set forth in Exhibit I; (3) If necessary, general assignment of any Government Authorizations; (4) Bills of Sale or other documents of assignment Paragraph 2 and transfer, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate Encumbrances. (D) Following execution and delivery of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously with such delivery, all such steps shall be taken funds as may be required necessary to put Buyer comply with Purchaser's obligations hereunder regarding prorations, costs and expenses. Upon delivery of said sums of money, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded in actual possession the Official Records of Sonoma County, California, and operating control of immediately to issue the Purchased AssetsTitle Policy.

Closing Procedure. (A) On or prior Seller and Buyer agree to consummate all of the following closing transactions on the Closing Date: (a) Seller will deliver or cause to be delivered to Buyer all of the following: (i) with respect to those Assets which constitute tangible personal property, Seller a ▇▇▇▇ of sale substantially in the form attached as Exhibit A (the "▇▇▇▇ of Sale"), duly executed by Seller; (ii) with respect to those Assets which constitute intangible personal property, an assignment substantially in the form attached as Exhibit B, which assignment will also contain Buyer's undertaking and assumption of the Assumed Liabilities (the "Assignment and Assumption Agreement"), duly executed by Seller; (iii) such agreements, instruments, certificates and other documents as Buyer deems necessary or appropriate to assign to Buyer all of Seller's right, title and interest in and to the Assigned Intellectual Property; (iv) a transition services agreement substantially in the form attached as Exhibit C (the "Transition Services Agreement") and the Pledge Agreement, both duly executed by Seller; (v) noncompetition agreements substantially in the form attached as Exhibit D, duly executed by each of Seller, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ shall execute ▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. (the "Noncompetition Agreements"); (vi) original releases of, or written authorizations from Seller's creditors to release, any and all Encumbrances on the Assets; (vii) a copy of the text of the resolutions adopted by the board of directors and shareholders of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement, certified by an appropriate officer of Seller as being true and correct and in full force and effect; (viii) incumbency certificates executed on Seller's behalf certifying the signature and office of each officer executing this Agreement and any of the Ancillary Agreements; (ix) a copy of Seller's articles of incorporation, duly certified as of a recent date by the Secretary of State of Colorado; (x) an opinion of Seller's counsel in form and substance satisfactory to Buyer; and (xi) such other certificates, documents necessary and instruments as Buyer may reasonably request related to close the transactiontransactions contemplated hereby. (Bb) At the Closing, Seller shall deliver to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as of the Effective Date. (C) At Closing, the appropriate party shall execute and will deliver or cause to be executed and delivered to Seller all of the Closing the following documents in final form, together with any exhibits or appendices (“Transfer Documents”):following: (1i) General warranty deed(sthe Initial Payment by (A) for paying to Seller's creditors the conveyance entire unpaid balance of Fee Parcels to be conveyed, substantially in Seller's indebtedness (plus all accrued interest thereon) specified on the same form as set forth in Exhibit H; (2) Assignment of Easements conveying the Easements to Buyer, substantially in the same form as set forth in Exhibit I; (3) If necessary, general assignment of any Government Authorizations; (4) Bills of Sale or other documents of assignment and transfer, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate Encumbrances. (D) Following execution and delivery of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of the Purchased Assets.attached Schedule 3.02

Closing Procedure. (Aa) On or At least one business day prior to the Closing Datedate of Closing, Seller Purchaser shall have delivered to Escrow Agent three (3) counterpart executed originals of the following documents and ▇▇▇▇▇ shall execute all documents the following sums of money required to be delivered by Purchaser hereunder: (i) The Purchase Price in the manner set forth in Paragraph 2(a); (ii) Such funds as may be necessary to close comply with Purchaser's obligations hereunder regarding prorations, costs and expenses; and (iii) A signed counterpart of the transactionAssignment of Leases and Security Deposits ("Assignment of Leases") substantially in the form and substance of Exhibit "J" attached hereto and forming a part hereof and a signed counterpart of the Assignment of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts") substantially in the form and substance of Exhibit "K" attached hereto and forming a part hereof. (Bb) At least one business day prior to the date of Closing, Seller shall deliver have delivered to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as Escrow Agent counterpart executed originals of the Effective Datefollowing documents: (i) The Grant Deed in the form of Exhibit "H" attached hereto and forming a part hereof; (ii) A Bill of Sale (th▇ "▇ill of Sale") i▇ ▇▇e form of Exhibit "I" attached hereto covering the Personal Property; (iii) An Assignment of Leases; (iv) An Assignment of Service Contracts; (v) An original counterpart of each of the Service Contracts and Leases if in Seller's possession or under its control; (vi) Notices to each of the tenants and occu pants of the Property of the transfer of the Property to Purchaser substantially in the form and substance of Exhibit "M" attached hereto and forming a part hereof; (c) Upon delivery of the foregoing sums and docu ments, Escrow Agent shall cause Title Company to cause the Grant Deed to be recorded (by a special recording if neces sary) in the Official Records of Los Angeles County, California, and immediately to issue the Title Policy. (Cd) At Promptly following the Closing, a representa tive of the appropriate party shall execute and deliver or cause Seller will arrange to be executed and delivered to meet with a representative of Purchaser at the Closing the following documents in final form, together with any exhibits or appendices (“Transfer Documents”): (1) General warranty deed(s) Property for the conveyance purpose of Fee Parcels to be conveyed, substantially in the same form as set forth in Exhibit H; (2) Assignment of Easements conveying the Easements to Buyer, substantially in the same form as set forth in Exhibit I; (3) If necessary, general assignment of any Government Authorizations; (4) Bills of Sale or other documents of assignment and transfer, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate Encumbrances. (D) Following execution and delivery of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and delivering operating control of the Purchased AssetsProperty to Purchaser, as follows: (i) Delivery of identified and coded keys to the Property; (ii) To the extent they are in Seller's possession or under its control all building permits, certificates of occupancy, elevator operating permits, third- party engineering, structural and maintenance reports covering the Property; (iii) All warranties and operating manuals that Seller may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon; and (iv) All tenant and service provider billing and payment histories and correspondence to the extent in Seller's possession or under its control.

Closing Procedure. (Aa) On or At least one business day prior to the Closing Datedate of Closing, Seller Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and ▇▇▇▇▇ shall execute all documents the following sums of money required to be delivered by Purchaser hereunder: (i) The Purchase Price in the manner set forth in Paragraph 2; (ii) Such funds as may be necessary to close comply with Purchaser's obligations hereunder regarding prorations, costs and expenses; and (iii) A signed counterpart of the transactionAssignment of Leases and a signed counterpart of the Assignment of Service Contracts. (Bb) At least one business day prior to the date of Closing, Seller shall deliver have delivered to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as Escrow Agent counterpart executed originals of the Effective Datefollowing documents: (i) The Grant Deed in the form of Exhibit "E" attached hereto and forming a part hereof; (ii) A B▇▇▇ of Sale (the "B▇▇▇ of Sale") in the form of Exhibit "F" attached hereto covering the Personal Property; (iii) An Assignment and Assumption of Leases and Security Agreements (the "Assignment of Leases") substantially in the form and substance of Exhibit "G" attached hereto and forming a part hereof; (iv) An Assignment and Assumption of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts") substantially in the form and substance of Exhibit "H" attached hereto and forming a part hereof; (v) An original counterpart of each of the Service Contracts, Leases and keys to the Property if in Seller's possession or under its control; (vi) Notices to each of the tenants and occupants of the Property of the transfer of the Property to Purchaser; (vii) To the extent they are in Seller's possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; and (viii) All warranties and operating manuals that Seller may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon. (Cc) At Closing, the appropriate party shall execute and deliver or cause to be executed and delivered to the Closing the following documents in final form, together with any exhibits or appendices (“Transfer Documents”): (1) General warranty deed(s) for the conveyance of Fee Parcels to be conveyed, substantially in the same form as set forth in Exhibit H; (2) Assignment of Easements conveying the Easements to Buyer, substantially in the same form as set forth in Exhibit I; (3) If necessary, general assignment of any Government Authorizations; (4) Bills of Sale or other documents of assignment and transfer, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate Encumbrances. (D) Following execution and Upon delivery of the Transfer Documentsforegoing sums and documents, Seller Escrow Agent shall also deliver keys cause Title Company to any cause the Grant Deed to be recorded (by a special recording if necessary) in the Official Records of Los Angeles County, California, and all buildings and gates immediately to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of issue the Purchased AssetsTitle Policy.

Closing Procedure. (A) On or prior Seller and Buyer agree to consummate all of the following closing transactions on the Closing Date, each of which shall be deemed to have occurred simultaneously: (a) Seller will deliver or cause to be delivered to Buyer all of the following: (i) with respect to those Assets, a ▇▇▇▇ of Sale and Assignment substantially in the form attached as Exhibit B (the "▇▇▇▇ of Sale"), duly executed by Seller; (ii) [Reserved]; (iii) the Transition Services Agreement substantially in the form attached as Exhibit C (the "Transition Services Agreement"); (iv) the guaranty of Hanco Realty, LLC ("Hanco Realty") substantially in the form attached as Exhibit D (the "Hanco Realty Guaranty") and the Headquarters Lease substantially in the form attached hereto as Exhibit E, both duly executed by Hanco Realty; (v) noncompetition agreements substantially in the form attached as Exhibit F (the "Individual Noncompetition Agreements"), duly executed by each of the following individuals: ▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇ ▇▇▇▇▇▇, ▇▇., ▇▇▇▇▇ shall execute ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇; (vi) original releases of, or written authorizations from Bank of Georgia and Regions Bank to release, all Liens on the Assets; (vii) a copy of the text of the resolutions adopted by the board of directors and shareholders of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement, together with a certificate or certificates of Seller's corporate secretary or other appropriate officer certifying to Buyer that each such copy is correct and complete, and that such resolutions were duly adopted and have not been amended or rescinded in any respect; (viii) incumbency certificates executed on behalf of Seller and Hanco Realty certifying the signature and office of each officer executing this Agreement, any of the Ancillary Agreements (as defined in Section 4.02 of this Agreement) and the Hanco Realty Guaranty; (ix) a copy of the certificate or articles of incorporation of Seller, duly certified as of a recent date by the Secretary of State of the State of Georgia; (x) an opinion of Seller's counsel substantially in the form attached as Exhibit G; and (xi) such other certificates, documents necessary and instruments as Buyer may reasonably request related to close the transactiontransactions contemplated hereby. (Bb) At the Closing, Seller shall deliver to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as of the Effective Date. (C) At Closing, the appropriate party shall execute and will deliver or cause to be executed and delivered to Seller all of the Closing the following documents in final form, together with any exhibits or appendices (“Transfer Documents”):following: (1i) General warranty deed(sthe Initial Payment by wire transfer in immediately available funds to an account designated in writing by Seller; (ii) for the conveyance Assignment and Assumption Agreement, duly executed by Buyer; (iii) the guaranty (the "eFunds Guaranty") of Fee Parcels to be conveyed, eFunds Corporation ("eFunds") substantially in the same form attached as set forth in Exhibit H, duly executed by eFunds Corporation; (2iv) Assignment a copy of Easements conveying the Easements text of the resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of all of the transactions contemplated by this Agreement, along with a certificate or certificates executed on behalf of Buyer by its corporate secretary certifying to BuyerSeller that such copy is correct and complete, substantially in the same form as set forth in Exhibit Iand that such resolutions were duly adopted and have not been amended or rescinded; (3v) If necessaryincumbency certificates executed on behalf of Buyer and eFunds certifying the signature and office of each officer executing this Agreement, general assignment any of any Government Authorizations;the Ancillary Agreements or the eFunds Guaranty; and (4vi) Bills of Sale or such other certificates, documents of assignment and transfer, with full warranties of title instruments as Seller may reasonably request related to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate Encumbrancestransactions contemplated hereby. (D) Following execution and delivery of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of the Purchased Assets.

Closing Procedure. (Aa) On or At least one business day prior to the Closing Datedate of Closing, Seller Contributor shall have delivered to Escrow Agent counterpart executed originals of the following documents and the following sums of money required to be delivered by Contributor hereunder: (i) The Capital Contribution in the manner set forth in Paragraph 2(a); (ii) Such funds as may be necessary to comply with Contributor's obligations hereunder regarding prorations, costs and expenses; (iii) Signed counterparts of the Restated Partnership Agreement and an Amended Certificate of Limited Partnership; and (iv) Signed counterparts of a Liability Agreement between A.S. Glik▇▇▇▇, ▇▇ ▇. H▇▇▇▇▇▇▇ shall execute all documents necessary to close ▇▇▇ Contributor in the transactionform of Exhibit "H" attached hereto and made a part hereof. (Bb) At least one business day prior to the date of Closing, Seller Partnership and its Pre-Closing Partners shall deliver have delivered or caused to Buyer be delivered to Escrow Agent the tangible Purchased Assets in substantially the same operating condition following: (i) Such funds and repair, ordinary wear and tear excepted, as agreements regarding conversion of accrued interest to capital of the Effective DatePartnership as may be necessary to comply with such Pre-Closing Partners' obligations hereunder regarding their capital accounts; (ii) Signed counterparts of the Restated Partnership Agreement and an Amended Certificate of Limited Partnership; (iii) Signed counterparts of a Liability Agreement between A.S. Glik▇▇▇▇, ▇▇ ▇. H▇▇▇▇▇▇▇ ▇▇▇ Contributor in the form of Exhibit "H" attached hereto and made a part hereof; (iv) To the extent they are in Partnership's possession, a complete set of all plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; and (v) To the extent in the Partnership's possession, all warranties and operating manuals that Partnership may have from vendors, contractors or servicing agents with respect to the physical condition of the Property or any portion thereof or the equipment located thereon. (Cc) At ClosingUpon delivery of the foregoing sums and documents, Escrow Agent shall (i) cause the appropriate party shall execute and deliver or cause Amended Certificate of Limited Partnership to be executed and delivered to the Closing the following documents in final form, together with any exhibits or appendices (“Transfer Documents”): (1) General warranty deed(s) filed for the conveyance of Fee Parcels to be conveyed, substantially record in the same form as set forth in Exhibit H; Official Records of the Secretary of State of the State of California, (2ii) Assignment of Easements conveying the Easements to Buyer, substantially in the same form as set forth in Exhibit I; (3) If necessary, general assignment of any Government Authorizations; (4) Bills of Sale or other documents of assignment and transfer, with full warranties of title to the personal property portion of Purchased Assets, substantially in the same form as set forth in Exhibit G; (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary to close, including, but not limited to, a no lien affidavit, a “gap” affidavit and those instruments identified by cause the Title Company insuring to issue immediately the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interestsTitle Policy, and other encumbrances other than Permitted Real Estate Encumbrances. (Diii) Following execution and delivery disburse the Capital Contribution for the benefit of the Transfer Documents, Seller shall also deliver keys to any and all buildings and gates to Buyer and simultaneously Partnership in accordance with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of the Purchased AssetsParagraph 13(a)(iv) below.

Closing Procedure. (Aa) On or At least one business day prior to the Closing Datedate of Closing, Seller Purchaser shall have delivered to Escrow Agent counterpart executed originals of the following documents and ▇▇▇▇▇ shall execute all documents the following sums of money required to be delivered by Purchaser hereunder: (i) The Purchase Price or the Loan Payoff Amount (depending upon Seller's election for a purchase and sale or a Contribution) in the manner set forth in Paragraph 2; (ii) Such funds as may be necessary to close comply with Purchaser's obligations hereunder regarding prorations, costs and expenses; and (iii) A signed counterpart of the transactionAssignment of Leases, a signed counterpart of the Assignment of Service Contracts and a signed counterpart of the Amendment to Limited Partnership Agreement executed by all required partners, if Seller shall have elected to contribute the Property for OP Units in Purchaser. (Bb) At least one business day prior to the date of Closing, Seller shall deliver have delivered to Buyer the tangible Purchased Assets in substantially the same operating condition and repair, ordinary wear and tear excepted, as Escrow Agent counterpart executed originals of the Effective Datefollowing documents: (i) The Grant Deed in the form of Exhibit "F" attached hereto and forming a part hereof; (ii) A Bi▇▇ ▇f Sale (the "Bi▇▇ ▇f Sale") in the form of Exhibit "G" attached hereto covering the Personal Property; (iii) An Assignment and Assumption of Leases and Security Agreements (the "Assignment of Leases") substantially in the form and substance of Exhibit "H" attached hereto and forming a part hereof; (iv) An Assignment and Assumption of Service and Miscellaneous Rights and Agreements (the "Assignment of Service Contracts") substantially in the form and substance of Exhibit "I" attached hereto and forming a part hereof; (v) An original counterpart of the Amendment to Limited Partnership Agreement if Seller shall have elected to contribute the Property to Purchaser. (Cvi) At ClosingAn original counterpart of each of the Service Contracts, the appropriate party shall execute Leases and deliver or cause to be executed and delivered keys to the Closing the following documents Property if in final form, together with any exhibits Seller's possession or appendices (“Transfer Documents”): (1) General warranty deed(s) for the conveyance of Fee Parcels to be conveyed, substantially in the same form as set forth in Exhibit Hunder its control; (2vii) Assignment Notices to each of Easements conveying the Easements tenants and occupants of the Property of the transfer of the Property to Buyer, substantially in the same form as set forth in Exhibit IPurchaser; (3viii) If necessaryTo the extent they are in Seller's possession, general assignment a complete set of any Government Authorizationsall plans, specifications and as-built drawings, and all building permits, certificates of occupancy, third-party soil reports, and environmental reports and studies relating to the Improvements; (4ix) Bills of Sale All warranties and operating manuals that Seller may have from vendors, contractors or other documents of assignment and transfer, servicing agents with full warranties of title respect to the personal property physical condition of the Property or any portion of Purchased Assetsthereof or the equipment located thereon; and (x) If the transaction is to be a Contribution, substantially cash in the same form as set forth in Exhibit G; sum of the Security Deposits, the net prorations owing to Purchaser and Seller's share of the costs and expenses of the transaction (5) Post closing agreements, affidavits, assignment certificates, estoppel certificates, corrective instruments, releases, satisfactions or terminations necessary or required pursuant it being understood that Seller may elect to this Agreement; (6) Title Commitments consistent with Section 3.03 of this Agreement; (7) Non-foreign affidavit; (8) Any affidavits, assignments, certificates, estoppel certificates, corrective instruments, releases, satisfactions, terminations or waivers necessary cause all such amounts to close, including, but not limited to, a no lien affidavit, a “gap” affidavit be credited to Purchaser and those instruments identified by debited against the Title Company insuring the Fee Parcels; (9) Documents, in a form reasonably satisfactory to the Buyer, evidencing the release of all liens, security interests, and other encumbrances other than Permitted Real Estate EncumbrancesPurchase Price). (Dc) Following execution and Upon delivery of the Transfer Documentsforegoing sums and documents, Seller Escrow Agent shall also deliver keys cause Title Company to any cause the Grant Deed to be recorded (by a special recording if necessary) in the Official Records of Los Angeles County, California, and all buildings and gates immediately to Buyer and simultaneously with such delivery, all such steps shall be taken as may be required to put Buyer in actual possession and operating control of issue the Purchased AssetsTitle Policy.