Contributor’s Deliveries Clause Samples

Contributor’s Deliveries. At the Closing, Contributor shall deliver the following to the Operating Partnership in addition to all other items required to be delivered to the Operating Partnership by Contributor:

Contributor’s Deliveries. The Contributor shall have delivered to the Escrow Agent or the Acquiror, as the case may be, on or before the date of Closing, all of the documents and other information required of Contributor pursuant to Section 6.2.

Contributor’s Deliveries. At Closing, the Contributors 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 Contributors and shall be dated as of the date of Closing: (a) The certificate required by Section 5.2. (b) The Assignment and Assumption Agreements. (c) Certificate(s)/Registration of Title for any vehicle owned by the Contributors and used in connection with the Property. (d) 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. (e) The FIRPTA Certificates. (f) True, correct and complete copies of all warranties, if any, of manufacturers, suppliers and installers possessed by the Contributors and relating to the Improvements and the Personal Property, or any part thereof. (g) Certified copies of the Contributors' and the Partnership's Organizational Documents. (h) Appropriate resolutions of the partners of the Contributors, together with all other necessary approvals and consents of the Contributors, authorizing (A) the execution on behalf of the Contributors of this Agreement and the documents to be executed and delivered by the Contributors prior to, at or otherwise in connection with Closing, and (B) the performance by the Contributors of its obligations hereunder and under such documents. (i) Valid, final and unconditional certificate(s) of occupancy for the Real Property and Improvements, issued by the appropriate governmental authority. (j) The written consent of the Licensor to the transfer of the license, if applicable, and if so required. (k) Such proof as the Acquiror may reasonably require with respect to Contributors' compliance with the bulk sales laws or similar statutes. (l) A written instrument executed by the Contributors, conveying and transferring to the Acquiror all of the Contributors' right, title and interest in any telephone numbers and facsimile numbers relating to the Property, and, if the Contributors maintains a post office box, conveying to the Acquiror all of its interest in and to such post office box and the number associated therewith, so as to assure a continuity in operation and communication. (m) All current real estate and personal property tax bills in the Contributors' possession or under its control. (n) A complete set of all guest registration cards, guest transcripts, guest histories, and all other ...

Contributor’s Deliveries. Contributor shall deliver the following to OP at Closing: (a) The Deed; (b) A Bill of Sale and Assign▇▇▇▇ Agreement in the form attached as Exhibit E (the "Bill of Sale"); (c) An affidavit in form acceptable to the Title Company sufficient to remove any exception for mechanics' and materialmen's liens and parties in possession and appropriate lien waivers, if necessary; (d) Current information on the Property as of Closing including a current rent roll, delinquent rent aging, and all outstanding work orders, all certified to be complete and correct by the Contributor; (e) To be delivered at the Property, the original of each of the tenant leases (including any amendments) in effect at the Property as of the day of Closing, all tenant files in its possession or control and all ledger cards; (f) Evidence reasonably satisfactory to the OP of Contributor's authority to close the transactions contemplated by this Agreement; (g) An affidavit certifying that the Contributor (and each of the Unit Holders) is not a foreign entity under the Foreign Investment in Real Property Act and a similar affidavit (Form 590RE) under California law; (h) A notice letter to all tenants of the Property in the form attached as Exhibit H (the "Notice Letter"); (i) A proposed prorations and adjustments statement; (j) All keys, security codes, or other access devices in the possession of Contributor to all locks used or applicable to the Property; (k) An authorization transferring the Property telephone numbers to OP (the "Telephone Transfer"); (l) Copies of the Partnership Amendments executed by the Approved Investors; and (m) All such other documents that are normally transferred at Closing in the jurisdiction in which the Property is located or are reasonably requested by the OP, its title company or its counsel; provided, however, the same do not impose any additional material obligations, liabilities or costs on Contributor.

Contributor’s Deliveries. At the Closing the following documents, each dated on the Closing Date, shall be delivered to FWRLP: (a) a Contribution and Assumption Agreement ("Assignment") and an Amendment to the Operating Agreement ("Amendment") and Articles of Organization, in a recordable from, reasonably satisfactory to FWRLP and the Contributor, setting forth the assignment by Contributor of its Membership Interest or the Property, as the case may be, and its withdrawal from the Company, if applicable, and the substitution of FWRLP and/or its designee(s) as members of the Company, if applicable, which Amendment shall be executed and acknowledged by the Contributor; at FWRLP's option, such Assignment and Amendment may contain such other amendments of the Operating Agreement as shall be determined by FWRLP, provided that the Contributor shall execute such Assignment and Amendment solely for the purpose of (a) assigning its respective Membership Interest to FWRLP or its designee(s), and (b) withdrawing from the Company. (b) a release from the Contributor releasing the Company and FWRLP (and its designee(s)) as partners of the Company from any obligations and liabilities with respect to the original formation of the Company, and any other matter arising from business done, transactions entered into or events occurring prior to the Closing Date (including, without limitation, liability arising from any breach by the Contributor). (c) An opinion of counsel for Contributor, in form and substance reasonably acceptable to counsel for FWRLP, to the effect that: (i) The Company is a duly organized limited liability company and validly existing in good standing under the laws of the State of Maryland: (ii) The execution and delivery of this Agreement and all other agreements delivered in connection herewith or at the Closing, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement and all other agreements delivered in connection herewith or at the Closing will not conflict with, or result in a breach of, any of the terms, conditions or provisions of, or constitute a default under, any note, indenture, mortgage, deed of trust, contract or other agreement or instrument to which the Contributor or the Company is a party or by which the Contributor or the Company is bound (and of which counsel has knowledge) (other than the Northern Loan), or any law or order, rule, regulation, writ, injunction or decree of any government, governmental instrument...

Contributor’s Deliveries. All items delivered by Contributor pursuant to this Agreement, are, to Contributor’s knowledge, true, accurate, correct and complete in all material respects, and fairly present the information set forth in a manner that is not materially misleading. Contributor has delivered or made available to Acquiror true and complete copies of all of the Leases and other material agreements relating to or affecting the ownership and operation of the Property.

Contributor’s Deliveries. On or before the Closing Date, the Contributors shall deliver or cause to be delivered directly to REIT the following, each such document being duly executed and, where appropriate, in recordable form and notarized:

Contributor’s Deliveries. On the Closing Date Contributor shall deliver or cause to be delivered to the Partnership the following closing documents, each of which shall be in form and substance reasonably acceptable to the Partnership: (a) If applicable, New Title Policy; and (b) The Assignment.

Contributor’s Deliveries. Subsequent to the Contract Date, Contributor shall make available to Acquiror, to the extent specifically requested in writing by Acquiror and in Contributor’s possession and control, copies of all documents, contracts, information, Records (as defined below) and exhibits pertinent to the transaction that is the subject of this Agreement, including, but not limited to, the documents listed as “Contributor’s Deliveries” on Exhibit D. As used herein, “Records” means all books, records, tax returns, correspondence, financial data, and all other documents and matters, public or private, maintained by Contributor or its agents, relating to receipts and expenditures pertaining to the Project for the three (3) most recent full calendar years and the current calendar year and all contracts, and all other documents and matters, public or private, maintained by Contributor or its agents, relating to operations of the Hotels.