AT OR PRIOR TO CLOSING.
SELLER SHALL BE RESPONSIBLE FOR PAYING ALL TERMINATION FEES AND/OR PENALTIES
OWED TO HESS CORPORATION IN CONNECTION WITH SUCH TERMINATION OF THE UTILITY
CONTRACT. THE PROVISIONS OF THIS SECTION 5.4.10 SHALL SURVIVE THE CLOSING.
5.4.11
POSSESSION.
POSSESSION OF THE PROPERTY, SUBJECT TO THE LEASES, PROPERTY
CONTRACTS, OTHER THAN TERMINATED CONTRACTS, AND PERMITTED EXCEPTIONS, SHALL BE
DELIVERED TO PURCHASER AT THE CLOSING UPON RELEASE FROM ESCROW OF ALL ITEMS TO
BE DELIVERED BY PURCHASER PURSUANT TO SECTION 5.3.
TO THE EXTENT AVAILABLE TO
SELLER OR IN SELLER'S POSSESSION OR CONTROL, ORIGINALS OR COPIES (IF ORIGINALS
ARE NOT IN SELLER'S POSSESSION OR CONTROL) OF THE LEASES AND PROPERTY CONTRACTS
(TOGETHER WITH ALL AMENDMENTS THERETO), LEASE FILES, PERMITS, CORRESPONDENCE,
NOTICES, WARRANTIES, GUARANTIES, OPERATING MANUALS, PLANS AND SPECIFICATIONS,
KEYS TO THE PROPERTY, SELLER'S BOOKS AND RECORDS (IN ALL CASES, OTHER THAN
PROPRIETARY INFORMATION) AND SIMILAR MATERIALS (COLLECTIVELY, " SELLER'S
PROPERTY-RELATED FILES AND RECORDS") REGARDING THE PROPERTY SHALL BE TRANSFERRED
TO PURCHASER AT THE CLOSING (BY LEAVING SAME AT THE PROPERTY).
PURCHASER
AGREES, FOR A PERIOD OF NOT LESS THAN THREE (3) YEARS AFTER THE CLOSING (THE "
RECORDS HOLD PERIOD"), TO (A) PROVIDE AND ALLOW SELLER REASONABLE ACCESS TO
SELLER'S PROPERTY-RELATED FILES AND RECORDS FOR PURPOSES OF INSPECTION AND
COPYING THEREOF AND (B) REASONABLY MAINTAIN AND PRESERVE SELLER'S
PROPERTY-RELATED FILES AND RECORDS.
5.5
POST CLOSING ADJUSTMENTS.
5.1.1
PURCHASER OR SELLER MAY REQUEST THAT PURCHASER AND SELLER
UNDERTAKE TO RE-ADJUST ANY ITEM ON THE PRORATION SCHEDULE (OR ANY ITEM OMITTED
THEREFROM) IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.4 OF THIS CONTRACT;
PROVIDED, HOWEVER, THAT NEITHER PARTY SHALL HAVE ANY OBLIGATION TO RE-ADJUST ANY
ITEMS (A) IF WRITTEN NOTICE WITH RESPECT TO ANY SUCH REQUESTED PRORATION IS
DELIVERED AFTER THE EXPIRATION OF 180 DAYS AFTER CLOSING, OR (B) SUBJECT TO SUCH
180-DAY PERIOD, UNLESS SUCH ITEMS EXCEED $5,000.00 (IN THE AGGREGATE FOR ALL
SUCH MATTERS); PROVIDED, HOWEVER, THE FOREGOING TIME LIMITATION SHALL NOT APPLY
TO THE RE-PRORATION OF REAL ESTATE TAXES AND ASSESSMENTS AND THE PURCHASE PRICE
ADJUSTMENT DESCRIBED IN SECTION 2 ABOVE (WHICH SHALL SURVIVE THE CLOSING UNTIL
THE LATER TO OCCUR OF (X) 30 DAYS AFTER THE DETERMINATION OF THE FINAL ACTUAL
ASSESSED VALUE; OR (Y) 180 DAYS AFTER THE CLOSING).
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER
6.1
SELLER'S REPRESENTATIONS.
Except, in all cases, for any fact, information or condition actually known by
Purchaser prior to the Closing (and for purposes of this Contract, the "
knowledge" of Purchaser means the actual knowledge of Neil Rubler, Devin
Aronstam or Adam Schwartz) , Seller represents and warrants to Purchaser the
following (collectively, the " Seller's Representations") as of the Effective
Date and as of the Closing Date; provided that Purchaser's remedies if any such
Seller's Representations are untrue as of the Closing Date are limited to those
set forth in Section 8.1
6.1.1
SELLER IS VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF ITS FORMATION SET FORTH IN THE INITIAL PARAGRAPH