Contributor Deliveries Clause Samples

Contributor Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Contributor shall deliver, or cause to be delivered, to the Partnership: (a) the Organizational Documents of Kemmerer which shall be in a form reasonably acceptable to the Partnership; (b) the Membership Interests, by delivering a written instrument of assignment and evidence of the transfer thereof, free and clear of any Liens; (c) a certificate duly executed by the Secretary or an Assistant Secretary of Contributor, dated as of the Closing Date, in customary form, attesting to (i) the Organizational Documents of Contributor and (ii) the resolutions of the board of directors or similar governing body of Contributor authorizing the execution and delivery of the Transaction Documents to which Contributor is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate duly executed by an executive officer of Contributor, dated as of the Closing Date, in customary form, to the effect that each of the conditions specified in Sections 6.2(a), 6.2(b) and 6.2(c) have been satisfied in all respects; (e) a certificate dated as of a recent date of the Secretary of State of the State of Delaware with respect to the valid existence and good standing in the State of Delaware of Contributor; (f) a certificate, duly executed and acknowledged by an executive officer of Contributor, dated as of the Closing Date, in accordance with Treasury Regulation Section 1.1445-2(b)(2), certifying that Contributor is not a “foreign person” within the meaning of Section 1445 of the Code; and (g) such other documents or instruments as the Partnership reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement, including, without limitation, all financing statement terminations and other documentation reasonably requested by the Partnership to evidence the release of the Permitted Liens described in Section 6.2 (e).

Contributor Deliveries. On the Closing Date, the Contributor shall have executed (as applicable) and delivered the items set forth in Section 3.2.

Contributor Deliveries. At the Closing, subject to the terms and conditions of this Agreement, Contributor shall deliver, or cause to be delivered, to Acquirer: (a) a counterpart of the Debt Assumption Agreement solely with respect to the Everest Notes validly tendered and not withdrawn and accepted for exchange pursuant to Section 2.1(c), duly executed by the Everest Notes Issuers; (b) the Subject Interests by delivering a written instrument of assignment and evidence of the transfer thereof, free and clear of any Encumbrances or interests of any Third Party (other than Encumbrances existing under the Partnership Agreement or those arising under applicable securities Laws); (c) a certificate duly executed by the Secretary or an Assistant Secretary of the general partner of Contributor, dated the Closing Date, in form and substance reasonably satisfactory to Acquirer, attesting to (i) the Partnership Agreement of Contributor and (ii) the resolutions of the Contributor Board authorizing the execution and delivery of the Transaction Documents to which Contributor is a party and the consummation of the transactions contemplated hereby and thereby, and certifying that such resolutions were duly adopted and have not been rescinded or amended as of the Closing Date; (d) a certificate duly executed by an executive officer of Contributor, dated the Closing Date, in form and substance reasonably satisfactory to Acquirer, to the effect that each of the conditions specified in Section 6.1(a) and Section 6.2(a) and Section 6.2(b) have been satisfied in all respects; (e) a certificate duly executed by Contributor, dated as of the Closing Date, in the form specified by Treasury Regulations Section 1.1445-2(b)(2), certifying Contributor’s non-foreign status; (f) Schedule 7.4(a) as described in Section 7.4(a); and (g) evidence of the novation (from Contributor to Acquirer) of the Commodity Derivative Instruments set forth on Schedule 6.4(g).

Contributor Deliveries. At Closing, the Contributor shall deliver ----------------------- to Acquiror all of the following instruments, each of which shall have been duly executed and, where applicable, acknowledged on behalf of the Contributor and shall be dated as of the date of Closing: (a) Certificates representing the Interest. (b) The certificate required by Section 5.2. ----------- (c) The Assignment and Assumption Agreement. (d) Certificate(s)/Registration of Title for any vehicle owned by the Contributor and used in connection with the Property. (e) Such agreements, affidavits or other documents as may be required by the Title Company to issue the Owner's Title Policy with affirmative coverage over mechanics' and materialmen's liens. (f) The FIRPTA Certificate. (g) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributor and relating to the Improvements and the Personal Property, or any part thereof. (h) Copies of the LLC's Organizational Documents. (i) Appropriate consent of the LLC, authorizing (A) the execution of any documents to be executed and delivered by the LLC prior to, at or otherwise in connection with Closing and in connection with the transactions contemplated by this Agreement, and (B) the performance by the LLC of its obligations hereunder and under such documents.

Contributor Deliveries. At the Closing, each Contributor shall deliver to the Company each of the following: (a) one or more certificates representing the Contributed Shares to be transferred to the Company pursuant to the terms of this Agreement, together with all other documents requested by the Company in connection with the transfer of such Contributed Shares to the Company; (b) a counterpart to the Registration Rights Agreement, duly executed by such Contributor; and (c) a certificate, executed by the Secretary or Assistant Secretary of such Contributor, certifying as to an attached accurate and complete copy of (i) the Articles of Incorporation and the other organizational documents, as in force, of such Contributor, (ii) the bylaws (or other similar document, if any) of such Contributor, (iii) current certificate of good standing of such Contributor issued by the corporate registrar or other similar official of the jurisdiction of such Contributor’s organization, (iv) resolutions of the board of directors of such Contributor duly authorizing this Agreement and the transactions contemplated hereby, (v) resolutions of the shareholders of such Contributor approving the aforementioned resolutions of the board of directors thereof, and (vi) the signatures and incumbency of the persons authorized to execute and deliver this Agreement.

Contributor Deliveries. The Contributors shall deliver or cause to be delivered to the New General Partner and the New Limited Partner and or the UPREIT or PREIT, as the case may be: (i) An assignment by each of such Contributors of its Transferred Interest, in the form set forth on Schedule 7.3 (a)(i) hereto; and in such connection, for purposes of allocating taxable income and losses between the portion of the Partnership's taxable year up to and including the date of Closing and the portion of the Partnership's taxable year after the date of Closing to take into account the varying interests of the partners of the Partnership as a result of the acquisition of the Transferred Interests at the Closing, there shall be an interim closing of the books of the Partnership as of the close of the date of Closing as permitted by Treasury Regulations under Section 706 of the Internal Revenue Code; (ii) An Amendment to the currently effective Certificate of Limited Partnership of the Partnership, reflecting the admission of the New General Partner as a general partner and the withdrawal of the General Partner as a general partner; (iii) A termination of the existing management agreement for the Property, without further liability of the Partnership; (iv) certificates of good standing of a recent date for each Contributor Entity certified by the Secretary of State or corresponding certifying authority of the state of incorporation or organization of such Contributor Entity, and Uniform Commercial Code financing statement searches disclosing no grant of a security interest in the Transferred Interests; (v) such documents and instruments as are required by the First Lender and Second Lender to effectuate the assumption of the First Mortgage and the Second Mortgage as contemplated herein, and such documents and instruments as are required by such lenders to effectuate the assumption of said mortgages with the release of liability of Pan American Associates as a guarantor; (vi) a counterpart limited partner signature page for the UPREIT Partnership Agreement, and any related counterpart execution of documentation evidencing the issuance of the UPREIT Units to such Contributor and such Contributor's agreement to be bound by the provisions thereof with respect to its UPREIT Units; (vii) The Registration Rights Agreements referred to in subsection (b) below; (viii) The Tenant Estoppels and Condominium information referenced in Section 9 of this Agreement); (ix) An updated rent roll of the Propert...