LIST EFFECTIVE AS OF A DATE NO MORE THAN
3 BUSINESS DAYS PRIOR TO THE CLOSING DATE; PROVIDED, HOWEVER, THAT THE CONTENT
OF SUCH UPDATED PROPERTY CONTRACTS LIST SHALL IN NO EVENT EXPAND OR MODIFY THE
CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE AS SPECIFIED UNDER SECTION 8.1.
5.2.11.
NOTIFICATION LETTERS TO ALL TENANTS IN THE FORM ATTACHED HERETO AS
EXHIBIT G, WHICH SHALL BE DELIVERED TO ALL TENANTS BY SELLER IMMEDIATELY AFTER
CLOSING (THE "TENANT NOTIFICATION").
5.2.12.
ANY NOTICE REQUIRED BY CITY OF HOUSTON ORDINANCE 89-1312 OR ORDINANCE
1999-262, AS APPLICABLE (THE "ORDINANCE NOTICE").
5.2.13.
ANY NOTICE REQUIRED BY SECTIONS 49.231 OR 49.452 OF THE TEXAS WATER
CODE (THE "DISTRICT NOTICE").
5.3.
PURCHASER CLOSING DELIVERIES.
No later than 1 Business Day prior to the Closing Date (except for the balance
of the Purchase Price which is to be delivered at the time specified in Section
2.2.3), Purchaser shall deliver to the Escrow Agent (for disbursement to Seller
upon the Closing) the following items:
5.3.1.
THE FULL PURCHASE PRICE (WITH CREDIT FOR THE DEPOSIT), PLUS OR MINUS
THE ADJUSTMENTS OR PRORATIONS REQUIRED BY THIS CONTRACT.
5.3.2.
A TITLE AFFIDAVIT OR AN INDEMNITY FORM (PERTAINING TO PURCHASER'S
ACTIVITY ON THE PROPERTY PRIOR TO CLOSING), REASONABLY ACCEPTABLE TO PURCHASER,
WHICH IS SUFFICIENT TO ENABLE TITLE INSURER TO DELETE THE STANDARD PRE-PRINTED
EXCEPTIONS TO THE TITLE INSURANCE POLICY TO BE ISSUED PURSUANT TO THE TITLE
COMMITMENT.
5.3.3.
ANY DECLARATION OR OTHER STATEMENT WHICH MAY BE REQUIRED TO BE
SUBMITTED TO THE LOCAL ASSESSOR.
5.3.4.
PURCHASER'S CLOSING STATEMENT.
5.3.5.
A COUNTERSIGNED COUNTERPART OF THE GENERAL ASSIGNMENT.
5.3.6.
A COUNTERSIGNED COUNTERPART OF THE LEASES ASSIGNMENT.
5.3.7.
A COUNTERSIGNED COUNTERPART TO THE TENANT NOTIFICATION.
5.3.8.
ANY CANCELLATION FEES OR PENALTIES DUE TO ANY VENDOR UNDER ANY
TERMINATED CONTRACT AS A RESULT OF THE TERMINATION THEREOF.
5.3.9.
RESOLUTIONS, CERTIFICATES OF GOOD STANDING, AND SUCH OTHER
ORGANIZATIONAL DOCUMENTS AS TITLE INSURER SHALL REASONABLY REQUIRE EVIDENCING
PURCHASER'S AUTHORITY TO CONSUMMATE THIS TRANSACTION.
5.3.10.
A COUNTERSIGNED COUNTERPART TO THE ORDINANCE NOTICE.
5.3.11.
A COUNTERSIGNED COUNTERPART TO THE DISTRICT NOTICE.
5.4.
CLOSING PRORATIONS AND ADJUSTMENTS.
5.4.1.
GENERAL.
ALL NORMAL AND CUSTOMARILY PRORATABLE ITEMS, INCLUDING,
WITHOUT LIMITATION, COLLECTED RENTS, OPERATING EXPENSES, PERSONAL PROPERTY
TAXES, OTHER OPERATING EXPENSES AND FEES, SHALL BE PRORATED AS OF THE CLOSING
DATE, SELLER BEING CHARGED OR CREDITED, AS APPROPRIATE, FOR ALL OF SAME
ATTRIBUTABLE TO THE PERIOD UP TO THE CLOSING DATE (AND CREDITED FOR ANY AMOUNTS
PAID BY SELLER ATTRIBUTABLE TO THE PERIOD ON OR AFTER THE CLOSING DATE, IF
ASSUMED BY PURCHASER) AND PURCHASER BEING RESPONSIBLE FOR, AND CREDITED OR
CHARGED, AS THE CASE MAY BE, FOR ALL OF THE SAME ATTRIBUTABLE TO THE PERIOD ON
AND AFTER THE CLOSING DATE.
SELLER SHALL PREPARE A PRORATION SCHEDULE (THE
"PRORATION SCHEDULE") OF THE ADJUSTMENTS DESCRIBED IN THIS SECTION 5.4 PRIOR TO
CLOSING.
5.4.2.
OPERATING EXPENSES.
ALL OF THE OPERATING, MAINTENANCE, TAXES (OTHER
THAN REAL ESTATE TAXES), AND OTHER EXPENSES INCURRED IN OPERATING THE PROPERTY
THAT SELLER CUSTOMARILY PAYS, AND ANY OTHER COSTS INCURRED IN THE ORDINARY
COURSE