9.2 RMG's Delivery Obligations. At the Closing, RMG will deliver or cause
to be delivered to IP-I the following:
9.2.1 Cash Consideration. If applicable, the Cash Consideration will
be paid (without duplication) by RMG (or its designee) to the IP-I Parties in
accordance with the Common Agreement.
9.2.2 Bill of Sale and Assignment and Assumption Agreement. The Bill
of Sale and Assignment and Assumption Agreement in the form of Exhibit 9.2.2.
9.2.3 Deeds. Special warranty deeds in recordable form conveying to
the applicable IP-I Parties each parcel of RMG Owned Property, and assignments
of leases and easements in recordable form, with respect to RMG Leased Property
and RMG Other Real Property Interests as to which prior assignments into RMG
were recorded in the applicable real estate records.
9.2.4 Lien Releases. Evidence reasonably satisfactory to IP-I that
all Liens (other than Permitted Liens) affecting or encumbering the RMG Assets
have been terminated, released or waived, as appropriate, or original, executed
instruments in form reasonably satisfactory to IP-I effecting such terminations,
releases or waivers.
9.2.5 Vehicle Titles. Title certificates to all vehicles included
among the RMG Assets, endorsed for transfer of title to the applicable IP-I
Parties, and separate bills of sale therefor or other transfer documentation, if
required by the laws of the States in which such vehicles are titled.
9.2.6 Evidence of Authorization Actions. Certified resolutions or
other evidence reasonably satisfactory to IP-I that RMG has taken all action
necessary to authorize the execution of this Agreement and the Transaction
Documents and the consummation of the transactions contemplated hereby.
9.2.7 FIRPTA Certificate. FIRPTA Non-Foreign Seller Certificate
certifying that RMG is not a foreign person within the meaning of Section 1445
of the Code reasonably satisfactory in form and substance to IP-I.
9.2.8 Officer's Certificate. The IP-I Parties will have received a
certificate executed by an executive officer of RMG dated the date of the
Closing, reasonably satisfactory in form and substance to IP-I certifying that
the conditions specified in Sections 8.1.1. and 8.1.2 have been satisfied.
9.2.9 Other. Such other documents and instruments as may be
necessary to effect the intent of this Agreement and to consummate the
transactions contemplated hereby.