Common use of Purchaser’s Closing Documents Clause in Contracts

Purchaser’s Closing Documents. On the Closing Date, Purchaser shall deliver the following items and documents to Seller duly executed and, where applicable, acknowledged by ▇▇▇▇▇▇▇▇▇ (or as appropriate, the Board of Managers or Principal Unit Owner): (a) the Balance required pursuant to Section 2.02(c), as adjusted for apportionments under Article 12 and any other credits against the Purchase Price expressly provided for in this Agreement; (b) the Lease; (c) an estoppel certificate executed by the Board of Managers (as defined in the Declaration) dated as of the Closing Date with respect to the Unit of the nature contemplated by Section 31.A of the Declaration; (d) real estate transfer tax returns of Purchaser with respect to the sale of the Unit; (e) checks of the nature described in Section 7.05 (or wire transfer of immediately available funds) in payment of all amounts payable by Purchaser under Section 7.05, Section 13.02 and Section 13.03; (f) a certificate of Principal Unit Owner (i) setting forth that the sale to Purchaser is not prohibited by Section 21.1B of the Declaration and (ii) waiving its rights, if any, with respect to the transaction contemplated hereby under Sections 21.3, 21.4 and 21.5 of the Declaration; (g) a notice of sale pursuant to Section 21.1(D) of the Declaration in the form attached hereto as Exhibit F; (h) a certificate, dated as of the Closing Date, from Purchaser stating that the representations and warranties of Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date, except to the extent Purchaser has identified in such certificate any such representations and warranties (other than those set forth in Section 8.03(b)) which are no longer, true and correct and the state of facts giving rise to the change do not constitute a breach by Purchaser of its obligations hereunder and would not cause a material adverse effect on any of Purchaser's obligations hereunder; (i) in the event that the Unit shall be encumbered by a mortgage or similar lien, a subordination, non-disturbance and attornment agreement with respect to the Lease executed and acknowledged by the holder thereof substantially in form and substance of the form attached hereto as Exhibit I; (j) a power of attorney executed and acknowledged by Purchaser granting to the Board of Managers the authority to act on behalf of Purchaser to the extent set forth in the Declaration and otherwise in form and substance reasonably satisfactory to Seller and the Title Company; and (k) any other documents or payments required by this Agreement or reasonably requested by the Title Company to be delivered by Purchaser.

Purchaser’s Closing Documents. On At the Closing DateClosing, Purchaser shall deliver to Seller the following items and documents to Seller duly executed and, where applicable, acknowledged by ▇▇▇▇▇▇▇▇▇ Purchaser (or the documents described in this Section 7.05 being collectively referred to herein as appropriate, the Board of Managers or Principal Unit Owner"Purchaser's Closing Documents"): (a) counterparts of the Balance required pursuant to documents described in Section 2.02(c7.03(b), as adjusted for apportionments under Article 12 (c) and any other credits against the Purchase Price expressly provided for in this Agreement(f) and Section 7.04 (b), (c) and (d); (b) a receipt for the Leasesecurity deposits transferred to Purchaser; (c) an estoppel a certificate executed by the Board of Managers (as defined in the Declaration) dated as of the Closing Date respective secretaries of each corporation comprising Purchaser with respect to (i) the Unit approval by the applicable board of directors of the nature corporation for which such person is secretary approving the transactions contemplated by Section 31.A hereby on behalf of Purchaser and (ii) the authority of the Declarationperson(s) executing this Agreement and the other Closing documents on behalf of such corporation; (d) real estate appropriate transfer tax returns of Purchaser with respect to the sale Purchaser, duly completed and executed on behalf of the UnitPurchaser; (e) checks of the nature described in Section 7.05 (or wire transfer of immediately available funds) in payment of all amounts payable by Purchaser under Section 7.05, Section 13.02 and Section 13.03; (f) a certificate of Principal Unit Owner (i) setting forth that the sale to Purchaser is not prohibited by Section 21.1B of the Declaration and (ii) waiving its rights, if any, with respect to the transaction contemplated hereby under Sections 21.3, 21.4 and 21.5 of the Declaration; (g) a notice of sale pursuant to Section 21.1(D) of the Declaration in the form attached hereto as Exhibit F; (h) a certificatePurchaser, dated as of the Closing Date, from Purchaser stating that restating the representations and warranties of Purchaser contained in this Agreement and certifying that such representations and warranties are true and correct in all material respects at and as of the Closing Date, except subject, however, to the extent Purchaser has identified in such certificate any such representations and warranties (other than those set forth in provisions of Section 8.03(b)) which are no longer, true and correct and the state of facts giving rise to the change do not constitute a breach by Purchaser of its obligations hereunder and would not cause a material adverse effect on any of Purchaser's obligations hereunder4.05 hereof; (if) certified checks, payable to the order of the appropriate governmental authorities and/or the Title Company as may be directed by Seller, in the event that the Unit payment of all amounts payable under Section 8.01 (which shall be encumbered by a mortgage or similar lien, a subordination, non-disturbance and attornment agreement with respect to credited against the Lease executed and acknowledged by the holder thereof substantially in form and substance of the form attached hereto as Exhibit I; (j) a power of attorney executed and acknowledged by Purchaser granting to the Board of Managers the authority to act on behalf of Purchaser to the extent set forth in the Declaration and otherwise in form and substance reasonably satisfactory to Seller and the Title CompanyPurchase Price); and (kg) any other documents or payments required if Fee Owner and Net Lessee are directed by this Agreement or reasonably requested Purchaser to execute an Assignment and Assumption of their respective interests in the Operating Lease, a counterpart thereof executed and delivered by Purchaser and by the Title Company other party thereto (if any) designated by Purchaser in its notice to be delivered by PurchaserFee Owner and Net Lessee directing execution and delivery of such Assignment and Assumption.

Purchaser’s Closing Documents. On At the Closing DateClosing, the Purchaser shall will deliver the following items and documents to Seller duly executed and, where applicable, acknowledged by ▇▇▇▇▇▇▇▇▇ (or as appropriate, the Board Vendors: 7.2.1 payment of Managers or Principal Unit Owner): (a) the Balance required Purchase Price pursuant to Section 2.02(c)2.3, together with any Taxes to be remitted to the Vendors as adjusted for apportionments under Article 12 and contemplated by Section 3.6; 7.2.2 evidence of the receipt of those Material Consents obtained by the Purchaser prior to the Closing, together with any other credits against consents, approvals and authorizations referred to in Section 5.5.1 obtained by the Purchase Price expressly provided for in this AgreementPurchaser; 7.2.3 a certified copy of resolutions of the directors and shareholders (bto the extent required) of the Lease; (c) an estoppel certificate Purchaser authorizing the purchase of the Purchased Assets as contemplated by this Agreement and the execution and delivery of this Agreement and all documents required to be executed by the Board Purchaser pursuant hereto; 7.2.4 a certificate of Managers (as defined in a senior officer of the Declaration) dated Purchaser certifying the accuracy as of the Closing Date with respect to the Unit of the nature contemplated by Section 31.A of the Declaration; (d) real estate transfer tax returns of Purchaser with respect to the sale of the Unit; (e) checks of the nature described in Section 7.05 (or wire transfer of immediately available funds) in payment of all amounts payable by Purchaser under Section 7.05, Section 13.02 and Section 13.03; (f) a certificate of Principal Unit Owner (i) setting forth that the sale to Purchaser is not prohibited by Section 21.1B of the Declaration and (ii) waiving its rights, if any, with respect to the transaction contemplated hereby under Sections 21.3, 21.4 and 21.5 of the Declaration; (g) a notice of sale pursuant to Section 21.1(D) of the Declaration in the form attached hereto as Exhibit F; (h) a certificate, dated as of the Closing Date, from Purchaser stating that the representations and warranties of the Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date, except to the extent Purchaser has identified in such certificate any such representations and warranties (other than those set forth in Section 8.03(b)) which are no longer, true and correct and the state of facts giving rise to performance by the change do not constitute a breach by Purchaser of its obligations hereunder and would not cause a material adverse effect on any of Purchaser's obligations hereundercovenants to be performed at or before the Closing; (i) in 7.2.5 the event that Tax Elections executed by the Unit shall be encumbered Purchaser, as applicable; 7.2.6 the Other Transaction Documents executed by the Purchaser; 7.2.7 a mortgage or similar lien, a subordination, non-disturbance and attornment agreement with respect corporate opinion of counsel to the Lease executed and acknowledged by the holder thereof substantially Purchaser, in form and substance satisfactory to the Vendors and the Purchaser and their respective counsel, acting reasonably, relating inter alia to the corporate status and reporting issuer status of the form attached hereto as Exhibit I; (j) a power Purchaser, the due authorization and necessary corporate action for the execution, delivery and performance of attorney executed and acknowledged by Purchaser granting to the Board of Managers the authority to act on behalf of Purchaser to the extent set forth in the Declaration and otherwise in form and substance reasonably satisfactory to Seller this Agreement and the Title CompanyOther Transaction Documents, and the non-violation of applicable law and constating documents as a result of the execution and delivery thereof; and (k) any 7.2.8 all deeds, documents of title, conveyances, bills of sale, transfers, assignments, and indentures and other documents necessary or payments required desirable to effect the assignment, transfer and sale of the Purchased Assets as contemplated by this Agreement Agreement; the deeds of transfer relating to the Lands to be registered on title shall not contain any additional representation or reasonably warranty other than those contained herein and such deeds shall be prepared by the Vendors and submitted to the Purchaser at least ten (10) Business Days prior to Closing; and 7.2.9 such other documents as may be requested by the Title Company to be delivered by PurchaserVendors, acting reasonably.

Purchaser’s Closing Documents. On the Closing Date, Purchaser shall deliver the following items and documents to Seller duly executed and, where applicable, acknowledged by ▇▇▇▇▇▇▇▇▇ (or as appropriate, the Board of Managers or Principal Unit Owner):▇: (a) the Balance required pursuant to Section 2.02(c)Article 2 hereof, as adjusted for apportionments under Article 12 11 hereof and any other credits against the Purchase Price expressly provided for in this AgreementAgreement (payment of which shall be subject to any written direction made by Seller or Seller’s attorney pursuant to Section 6.08); (b) the Lease; (c) an estoppel certificate executed by the Board of Managers (as defined in the Declaration) dated as of the Closing Date with respect to the Unit of the nature contemplated by Section 31.A of the Declaration; (d) real estate transfer tax returns of Purchaser with respect to the sale of the Unit; (e) checks of the nature described in Section 7.05 (or wire transfer of immediately available funds) funds in payment of all amounts payable by Purchaser under Section 7.056.08, Section 13.02 and Section 13.0312.02 hereof; (fc) a certificate certificates of Principal Unit Owner (i) setting forth that insurance evidencing the sale to insurance coverage which Purchaser is not prohibited by Section 21.1B of otherwise required to maintain under the Declaration and (ii) waiving its rights, if any, with respect to the transaction contemplated hereby under Sections 21.3, 21.4 and 21.5 of the DeclarationCondominium Documents; (g) a notice of sale pursuant to Section 21.1(D) of the Declaration in the form attached hereto as Exhibit F; (hd) a certificate, dated as of the Closing Date, from Purchaser stating that the representations and warranties of Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date, except to the extent Purchaser has identified in such certificate any such representations and warranties (other than those set forth in Section 8.03(b7.04(b)) which are no longer, true and correct and the state of facts giving rise to the change do not constitute a breach by Purchaser of its obligations hereunder and would not cause a material adverse effect on any of Purchaser's obligations hereunder; (ie) in the event that appointment of two (2) members to the Unit shall Board by ▇▇▇▇▇▇▇▇▇; (f) Purchaser’s share of the initial Condominium reserves; and (g) the Lease and, if Purchaser’s estate is to be encumbered by a mortgage or similar lienmortgage, a subordination, nonthe Subordination and Non-disturbance Disturbance Agreement signed by ▇▇▇▇▇▇▇▇▇ and attornment agreement with respect to the Lease executed and acknowledged by the holder thereof substantially in form and substance of any mortgage encumbering the form attached hereto as Exhibit IPurchaser’s Unit or any portion thereof; (j) a power of attorney executed and acknowledged by Purchaser granting to the Board of Managers the authority to act on behalf of Purchaser to the extent set forth in the Declaration and otherwise in form and substance reasonably satisfactory to Seller and the Title Company; and (kh) any other documents documents, items or payments required by this Agreement or reasonably requested by the Title Company to be delivered by Purchaser.

Purchaser’s Closing Documents. On or before Closing, subject to the Closing Dateprovisions of this Agreement, the Purchaser shall execute or cause to be executed and shall deliver or cause to be delivered to the Vendor the following items and documents to Seller duly executed and, where applicable, acknowledged by ▇▇▇▇▇▇▇▇▇ (or as appropriate, the Board of Managers or Principal Unit Owner):items: (a) the Balance required pursuant to Section 2.02(c), as adjusted for apportionments under Article 12 and any other credits against balance of the Purchase Price expressly provided for in this Agreementthe manner specified in Section 3.2(e); (b) the LeaseAssignment and Assumption of Assumed Contracts; (c) an estoppel certificate executed by the Board Assignment and Assumption of Managers (as defined in the Declaration) dated as of the Closing Date with respect to the Unit of the nature contemplated by Section 31.A of the DeclarationPermitted Encumbrances; (d) real estate transfer tax returns the Assignment of Purchaser with respect to the sale of the UnitRights; (e) checks the Assignment of the nature described in Section 7.05 (or wire transfer of immediately available funds) in payment of all amounts payable by Purchaser under Section 7.05, Section 13.02 and Section 13.03Warranties; (f) a certificate of Principal Unit Owner (i) setting forth that the sale to Purchaser is not prohibited by Section 21.1B of the Declaration and (ii) waiving its rights, if any, with respect to the transaction contemplated hereby under Sections 21.3, 21.4 and 21.5 of the DeclarationTransition Services Agreement; (g) a notice of sale pursuant to Section 21.1(D) of the Declaration in the form attached hereto as Exhibit FHST Certificate and Indemnity; (h) a certificate, dated as certificate of the Closing Date, from Purchaser stating executed by a senior officer of the Purchaser certifying that the representations and warranties of the Purchaser contained set out in this Agreement are true and correct accurate in all material respects as of the Closing Date, except to the extent Purchaser has identified in such certificate any such representations and warranties (other than those set forth in Section 8.03(b)) which are no longer, true and correct and the state of facts giving rise to the change do not constitute a breach by Purchaser of its obligations hereunder and would not cause a material adverse effect on any of Purchaser's obligations hereunder; (i) in the event that the Unit shall be encumbered by a mortgage or similar lien, a subordination, non-disturbance and attornment agreement with respect to the Lease executed and acknowledged an undertaking by the holder thereof substantially in form and substance of Purchaser to readjust the form attached hereto as Exhibit IAdjustments; (j) a power of attorney executed non-merger agreement with respect to any Purchaser’s representations, warranties and acknowledged by Purchaser granting covenants that are stated to the Board of Managers the authority to act on behalf of Purchaser to the extent survive Closing, as set forth in the Declaration and otherwise in form and substance reasonably satisfactory to Seller and the Title Companyout herein this Agreement; and (k) any other documents or payments required by such further documentation relating to the completion of this Agreement as the Vendor may reasonably require, all in form and substance satisfactory to the Purchaser and the Vendor, each acting reasonably and in good faith, provided that none of the Closing Documents shall contain covenants, representations or reasonably requested by warranties that are in addition to or more onerous upon either the Title Company to be delivered by PurchaserVendor or the Purchaser than those expressly set forth in this Agreement.

Purchaser’s Closing Documents. On Before the Closing Date, the Purchaser shall will deliver to the following items and documents Vendors’ Solicitors, to Seller duly executed and, where applicable, acknowledged by ▇▇▇▇▇▇▇▇▇ (or be held in escrow as appropriatehereinafter provided, the Board of Managers or Principal Unit Owner):following: (a) the Balance required pursuant to Section 2.02(c)Assignment of Leases, as adjusted for apportionments under Article 12 and any other credits against duly executed by the Purchase Price expressly provided for in this AgreementPurchaser; (b) the LeaseAssignment of Approved Service Contracts, duly executed by the Purchaser; (c) an estoppel certificate the QLT Lease, duly executed by the Board of Managers (Purchaser as defined in the Declaration) dated as of the Closing Date with respect to the Unit of the nature contemplated by Section 31.A of the Declarationlandlord; (d) real estate transfer tax returns of Purchaser with respect the documents referred to in Sections 10.2(f) and 10.2(i) which require execution by the sale of Purchaser, duly executed by the UnitPurchaser; (e) checks of the nature described in Section 7.05 (or wire transfer of immediately available funds) in payment of all amounts payable GST Certificate, duly executed by Purchaser under Section 7.05, Section 13.02 and Section 13.03the Purchaser; (f) a certificate of Principal Unit Owner (i) setting forth that general indemnity from the sale to Purchaser is not prohibited by Section 21.1B in favour of the Declaration and (ii) waiving its rights, if any, Vendors with respect to matters arising from and after the transaction contemplated hereby under Sections 21.3, 21.4 and 21.5 Closing Date in respect of the Declarationobligations assumed by the Purchaser in Section 4.2 and in the documents referred to in Sections 10.3(a), (b), (c), (d) and (e) above; (g) a notice certificate dated the Closing Date of sale a responsible officer of the Purchaser having knowledge of the facts certifying that to the knowledge of such officer the representations and warranties set out in Section 8.4 are true and correct as at the Closing Date in all material respects and that the Purchaser’s covenants and agreements to be observed or performed on or before the Closing Date pursuant to Section 21.1(D) this Agreement have been duly observed and performed in all material respects, in each case with particulars of the Declaration in the form attached hereto as Exhibit Fany applicable exceptions; (h) a certificate, dated as statement of adjustments approved by the Closing Date, from Purchaser stating that the representations and warranties of Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date, except to the extent Purchaser has identified in such certificate any such representations and warranties (other than those set forth in Section 8.03(b)) which are no longer, true and correct and the state of facts giving rise to the change do not constitute a breach by Purchaser of its obligations hereunder and would not cause a material adverse effect on any of Purchaser's obligations hereunder;; and (i) such further documents, certificates and assurances of the Purchaser as may be requisite in the event reasonable opinion of the Vendors’ Solicitors to complete the transactions contemplated by this Agreement, provided that the Unit shall be encumbered by a mortgage or similar lien, a subordination, non-disturbance Vendors’ Solicitors have prepared and attornment agreement with respect delivered them to the Lease executed and acknowledged by the holder thereof substantially in form and substance of the form attached hereto as Exhibit I; Purchaser’s Solicitors at least five (j5) a power of attorney executed and acknowledged by Purchaser granting Business Days prior to the Board of Managers the authority to act on behalf of Purchaser to the extent set forth in the Declaration and otherwise in form and substance reasonably satisfactory to Seller and the Title Company; and (k) any other documents or payments required by this Agreement or reasonably requested by the Title Company to be delivered by PurchaserClosing Date.

Purchaser’s Closing Documents. On the Closing Date, Purchaser shall deliver to Seller the following items and documents to Seller duly executed and(collectively, where applicable, acknowledged by ▇▇▇▇▇▇▇▇▇ (or as appropriate, the Board of Managers or Principal Unit Owner): (a) the Balance required pursuant to Section 2.02(c"PURCHASER'S CLOSING DOCUMENTS"), as adjusted for apportionments under Article 12 and any other credits against the Purchase Price expressly provided for in this Agreement; (b1) payment of the LeaseCash Purchase Price as provided in Section 3(c); (c2) an estoppel certificate executed by the Board of Managers (as defined in the Declaration) dated as duly certified copies of the Closing Date with respect resolutions adopted by Purchaser's board of directors authorizing the execution, delivery, and due performance of this Agreement and all transactions contemplated hereby and all documents to the Unit of the nature contemplated be executed and delivered hereunder by Section 31.A of the DeclarationPurchaser at Closing; (d3) real estate transfer tax returns of Purchaser with respect to the sale of the Unit; (e) checks of the nature described in Section 7.05 (or wire transfer of immediately available funds) in payment of all amounts payable instruments executed by Purchaser under Section 7.05Purchaser, Section 13.02 and Section 13.03; (f) a certificate of Principal Unit Owner (i) setting forth that the sale to Purchaser is not prohibited by Section 21.1B of the Declaration and (ii) waiving its rights, if any, with respect to the transaction contemplated hereby under Sections 21.3, 21.4 and 21.5 of the Declaration; (g) a notice of sale pursuant to Section 21.1(D) of the Declaration in the form attached hereto as Exhibit F; (h) a certificate, dated as of the Closing Date, from Purchaser stating that the representations and warranties of Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date, except to the extent Purchaser has identified in such certificate any such representations and warranties (other than those set forth in Section 8.03(b)) which are no longer, true and correct and the state of facts giving rise to the change do not constitute a breach by Purchaser of its obligations hereunder and would not cause a material adverse effect on any of Purchaser's obligations hereunder; (i) in the event that the Unit shall be encumbered by a mortgage or similar lien, a subordination, non-disturbance and attornment agreement with respect to the Lease executed and acknowledged by the holder thereof substantially in form and substance of satisfactory to Seller, whereby Purchaser agrees to assume the form attached hereto as Exhibit IAssumed Liabilities; (j4) a power an assignment of attorney the Facility Lease duly executed by Seller evidencing the assignment and acknowledged assumption of the Facility Lease by Purchaser; (5) such further instruments as any person to whom Seller is obligated with respect to any Assumed Liability may timely and reasonably request in order to effect the assumption by Purchaser granting of Seller's obligations thereunder; (6) the License Agreement duly executed by Purchaser; (7) the Purchase Price Escrow Agreement duly executed by Purchaser; and EXHIBIT 2.1 (8) such other documents, certificates, instruments, agreements, which Purchaser is required to the Board of Managers the authority to act on behalf of Purchaser to the extent set forth in the Declaration and otherwise in form and substance reasonably satisfactory deliver to Seller and or the Title Company; and (k) any other documents or payments required by Scheduled Employees pursuant to this Agreement or reasonably requested by the Title Company to be delivered by PurchaserAgreement.

Purchaser’s Closing Documents. On At the Closing DateClosing, the Purchaser shall deliver to the following items Vendor the following: (a) the executed Assumption and documents to Seller duly executed and, where applicable, acknowledged by ▇▇▇Release Agreement in the event the assignment and novation of the Vendor’s rights and obligations under the Las ▇▇▇▇▇▇ (or as appropriate, the Board of Managers or Principal Unit Owner): (a) the Balance required pursuant to Section 2.02(c), as adjusted for apportionments under Article 12 and any other credits against the Purchase Price expressly provided for in this AgreementLease has not been achieved by Closing; (b) executed assignment and novation of the rights and obligations of the Vendor under the Las ▇▇▇▇▇▇ Lease, if this has been achieved by Closing; (c) an estoppel a certificate executed by of the Board Chief Executive Officer of Managers (as defined in the Declaration) Purchaser dated as of the Closing Date with respect to and certifying the Unit truth and accuracy of the nature contemplated by Section 31.A Purchaser’s representations and warranties as of the DeclarationClosing Date and certifying that all covenants to be performed by the Purchaser by the Closing Time as contained in this Agreement have been so performed; (d) real estate transfer tax returns of Purchaser with respect an opinion from legal counsel to the sale Purchaser in the form attached in Schedule J hereto as to the corporate status and good standing of the UnitPurchaser, securities matters, due authorization, execution and delivery of this Agreement by the Purchaser and enforceability matters and such other matters as the Vendor may reasonably request; (e) checks that Cash portion of the nature described in Section 7.05 (Purchase Price by way of certified cheque or wire transfer of immediately available funds) in payment of all amounts payable by Purchaser under Section 7.05, Section 13.02 and Section 13.03;electronic transfer; and (f) a certificate of Principal Unit Owner (i) setting forth that share certificates representing the sale to Purchaser is not prohibited by Section 21.1B Payment Shares duly registered in the name of the Declaration and Vendor (ii) waiving or its rightsnominee, if any, with respect to as the transaction contemplated hereby under Sections 21.3, 21.4 and 21.5 of the DeclarationVendor may direct in writing); (g) a notice of sale pursuant to Section 21.1(D) of the Declaration in the form attached hereto as Exhibit F; (h) a certificate, dated as of the Closing Date, from Purchaser stating that the representations and warranties of Purchaser contained in this Agreement are true and correct in all material respects as of the Closing Date, except to the extent Purchaser has identified in such certificate any such representations and warranties (other than those set forth in Section 8.03(b)) which are no longer, true and correct and the state of facts giving rise to the change do not constitute a breach by Purchaser of its obligations hereunder and would not cause a material adverse effect on any of Purchaser's obligations hereunder; (i) in the event that the Unit shall be encumbered by a mortgage or similar lien, a subordination, non-disturbance and attornment agreement with respect to the Lease executed and acknowledged by the holder thereof substantially in form and substance of the form attached hereto as Exhibit I; (j) a power of attorney executed and acknowledged by Purchaser granting to the Board of Managers the authority to act on behalf of Purchaser to the extent set forth in the Declaration and otherwise in form and substance reasonably satisfactory to Seller and the Title Company; and (k) any other documents or payments required by this Agreement or reasonably requested by the Title Company to be delivered by Purchaser.