the Purchase Price and not from the Prime Fee.
The Buyer will pay the Purchase Price at Closing by electronic wire transfer of
immediately available funds to the Escrow Agent for disbursement in accordance
with this Agreement.
2.2.
Intentionally deleted.
2.3.
Intentionally deleted.
2.4.
Allocation of the Purchase Price. The portion of the Purchase Price
allocated to each Facility shall be mutually determined by the parties prior to
Closing ("Allocated Purchase Price").
3.
Closing. The purchase and sale contemplated herein shall be consummated at
the closing ("Closing") as of the date hereof (the "Closing Date"). For the
purposes of any pro-rations to be made pursuant to this Agreement, the Closing
shall be effective as of 12:01 A.M. on the Closing Date.
3.1.
BUYER ACKNOWLEDGEMENT. BUYER ACKNOWLEDGES AND AGREES THAT THE BUYER IS
ACQUIRING THE PROPERTY ON AN "AS-IS WHERE-IS" BASIS, WITHOUT REPRESENTATION,
WARRANTY OR COVENANT (EXPRESS OR IMPLIED OTHER THAN THE EXPRESS REPRESENTATIONS
CONTAINED IN THIS AGREEMENT) BY SELLER AND IN EACH CASE SUBJECT ONLY TO
PERMITTED ENCUMBRANCES. SELLER HAS NOT MADE NOR SHALL BE DEEMED TO HAVE MADE ANY
REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE DEEMED TO
HAVE ANY LIABILITY WHATSOEVER AS TO THE VALUE, HABITABILITY, USE, CONDITION,
DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE PROPERTY (OR ANY
PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER,
EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OR ANY PART THEREOF), ANY USE
OF THE PROPERTY, ANY BUSINESS OR BUSINESSES CONDUCTED THEREIN, THE VALUE OR
FINANCIAL STATUS OF THE PROPERTY OR THE FACILITIES, AND SELLER SHALL NOT BE
LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREON OR THE FAILURE OF THE
PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT. BUYER HAS
OR PRIOR TO THE DATE HEREOF WILL HAVE BEEN AFFORDED FULL OPPORTUNITY TO INSPECT
THE PROPERTY, AND ANY AND ALL BUSINESSES OR OPERATIONS CONDUCTED THEREIN. IT IS
UNDERSTOOD AND AGREED THAT BUYER IS PURCHASING THE PROPERTY AS SPECIFICALLY SET
FORTH IN THIS AGREEMENT. SELLER HAS MADE NO REPRESENTATIONS AND WARRANTIES AND
SHALL MAKE NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY OF THE
BUSINESSES OR OPERATIONS CONDUCTED IN THE PROPERTY. BUYER REPRESENTS AND
WARRANTS TO THE SELLER, WITHOUT ANY LIMITATION WHATSOEVER, THAT IT IS ENTERING
INTO THIS AGREEMENT SOLELY ON THE BASIS OF THE RESULTS OF THEIR OWN INSPECTIONS,
AND ALL RISKS INCIDENT TO THE MATTERS DESCRIBED IN THE PRECEDING SENTENCE, AS
BETWEEN SELLER ON THE ONE HAND, AND BUYER, ON THE OTHER HAND, ARE TO BE BORNE BY
BUYER.
3.2.
Execution of the Transfer Agreement and Assignment Agreement.
A.
On or before the Closing Date, and effective at the Closing, Seller shall
execute and deliver, and Tenant and CALM OF CLEVELAND, LLC, an Ohio limited
liability company ("Manager"), shall execute and deliver the Transfer Agreement.
B.
On or before the Closing Date, and effective at the Closing, Seller shall
execute and deliver, and Wind Down Agent shall execute and deliver the
Assignment Agreement.
4.
Intentionally omitted.
4.1.
Intentionally