SUCH PORTION OF THE CONSIDERATION AS PURCHASER MAY REASONABLY
DETERMINE IS NECESSARY TO COMPLY WITH THE REQUIREMENTS OF SECTION 1445 OF THE
CODE AND/OR THE APPLICABLE STATE LAWS.
(E)
SELLER AFFIDAVIT.
A DULY EXECUTED SELLER'S
AFFIDAVIT AND NON-IMPUTATION AFFIDAVIT IN THE FORMS ATTACHED HERETO AS EXHIBIT H
AND COPIES OF SUCH SUPPORTING DOCUMENTS (WITHOUT REPRESENTATION OR RECOURSE) AS
ARE CUSTOMARILY PROVIDED BY SELLERS OF COMMERCIAL REAL ESTATE IN THE
JURISDICTION WHERE EACH PROPERTY IS LOCATED IN CONNECTION WITH THE ISSUANCE TO
PURCHASER, AT PURCHASER'S EXPENSE, OF A TITLE INSURANCE POLICY OF THE TYPE
DESCRIBED IN SECTION 7.1(D) IN RESPECT OF EACH PROPERTY.
(F)
OTHER DOCUMENTS, ETC.
ALL OTHER
INSTRUMENTS AND DOCUMENTS, IF ANY, REQUIRED TO BE EXECUTED, ACKNOWLEDGED AND/OR
DELIVERED TO PURCHASER BY SELLER PURSUANT TO AND IN ACCORDANCE WITH ANY OF THE
OTHER PROVISIONS OF THIS AGREEMENT, AND SUCH OTHER DOCUMENTS OR INSTRUMENTS AS
PURCHASER MAY REASONABLY REQUEST TO EFFECT THE TRANSACTIONS CONTEMPLATED IN THIS
AGREEMENT, INCLUDING A SCHEDULE OF TAX BASIS FOR EACH PROPERTY AS OF THE END OF
THE MOST RECENT REPORTING PERIOD FOR WHICH SELLER HAS PREPARED SUCH A SCHEDULE.
6.3
CLOSING DELIVERIES BY PURCHASER.
AT THE
CLOSING, PURCHASER WILL EXECUTE, ACKNOWLEDGE WHERE APPROPRIATE AND DELIVER, OR
CAUSE TO BE DELIVERED, EACH OF THE FOLLOWING INSTRUMENTS, DOCUMENTS AND
PAYMENTS:
(A)
CASH CONSIDERATION.
THE CASH CONSIDERATION
AS ADJUSTED PURSUANT TO ARTICLE V, AS SET FORTH ON THE CLOSING STATEMENT TO BE
PREPARED IN ACCORDANCE WITH SECTION 5.1(Q);
(B)
CLOSING DOCUMENTS.
THE FOLLOWING DOCUMENTS
AND INSTRUMENTS:
(I)
TWO (2) COUNTERPARTS OF THE JV
AGREEMENT, STONERIDGE LLC AGREEMENT AND RICHMOND LLC AGREEMENT;
(II)
TWO (2) COUNTERPARTS OF THE COORDINATION
AGREEMENT;
(III)
IF APPLICABLE, THE EXISTING LOAN INDEMNITY
AGREEMENT (AND INDEMNITY AGREEMENT REQUIRED BY SECTION 4.7 WITH RESPECT TO THE
SATISFIED MORTGAGE DEBT, IF ANY);
33
(IV)
PURCHASER SHALL, OR SHALL CAUSE THE MILLS
CORPORATION TO, DELIVER A CERTIFIED STATEMENT TO SELLERS AT CLOSING, CERTIFYING
THE IDENTITIES OF THE THEN CURRENT OFFICERS OF THE MILLS CORPORATION AND
PURCHASER WHO ARE SUBJECT TO SECTION 16 IN ACCORDANCE WITH RULE 16(A)-2 OF THE
SECURITIES EXCHANGE ACT OF 1934.
(V)
ANY ADDITIONAL DOCUMENTS THAT MAY BE
REQUIRED TO REFLECT THE (X) THE CONVEYANCE OF THE TRANSFERRED INTERESTS TO
NEWCO, (Y) THE TRANSFER TO PURCHASER OF 49.9% OF THE SELLERS' INTEREST IN
RICHMOND AND 49.9% INTEREST IN RICHMOND ASSOCIATES CORP. AND (Z) THE TRANSFER TO
PURCHASER OF A 49.9% INTEREST IN STONERIDGE; AND
(VI)
WRITTEN CONSENT OF PURCHASER AS MANAGING
MEMBERS OF NEWCO, RICHMOND AND STONERIDGE TO ENTER INTO THE MANAGEMENT AGREEMENT
(AS APPLICABLE, AS DEFINED IN THE JV AGREEMENT, STONERIDGE LLC AGREEMENT AND
RICHMOND LLC AGREEMENT).
(C)
CERTIFICATES.
A DULY EXECUTED CERTIFICATE
OF THE GENERAL PARTNER[S], MANAGING MEMBER[S], TRUSTEE[S] OR MANAGER[S] OF
PURCHASER (OR ITS DIRECT OR INDIRECT GENERAL PARTNER[S], MANAGING MEMBER[S],
TRUSTEE[S] OR MANAGER[S], IF APPLICABLE), DATED AS OF THE CLOSING DATE,
CERTIFYING:
(I)
THAT THE GENERAL PARTNER[S], MANAGING
MEMBER[S], TRUSTEE[S] OR MANAGER[S] OF PURCHASER HAVE ADOPTED RESOLUTIONS
APPROVING THE TRANSACTIONS CONTEMPLATED HEREUNDER AND AUTHORIZING PURCHASER TO
EXECUTE AND DELIVER THIS