of record which are not objected to by SYMMETRY in accordance
with Section 3 hereof;
(e).
Survey matters which are not objected to by
SYMMETRY in accordance with Section 4 hereof;
(f).
All title and survey objections waived, or
deemed waived hereunder, by SYMMETRY; and
(g).
the Lease.
B.
TWO (2) EXECUTED COUNTERPARTS OF THE ASSIGNMENT OF LEASE;
C.
MFW'S SHARE OF THE CLOSING COSTS ALLOCATED IN ACCORDANCE WITH
USUAL CUSTOM AND PRACTICE, EXCEPT ONLY AS OTHERWISE EXPRESSLY ALLOCATED IN THIS
AGREEMENT;
6
D.
A WARRANTY BILL OF SALE TRANSFERRING THE TANGIBLE PERSONAL
PROPERTY TO SYMMETRY;
E.
AN ASSIGNMENT OF MFW'S RIGHT, TITLE AND INTEREST IN THE
INTANGIBLES (OTHER THAN THE ASSUMED CONTRACTS) TO THE EXTENT THAT SUCH
INTANGIBLES ARE ASSIGNABLE BY MFW;
F.
COUNTERPARTS OF A CLOSING STATEMENT (THE "CLOSING STATEMENT")
SUMMARIZING ALL ADJUSTMENTS IN RESPECT OF THE PURCHASE PRICE MADE AT THE
CLOSING;
G.
AN ASSIGNMENT AND ASSUMPTION OF ALL PROJECT CONTRACTS WHICH
SYMMETRY ELECTS, BY WRITTEN NOTICE TO MFW GIVEN PRIOR TO THE CLOSING DATE, TO
ASSUME (THE "ASSUMED CONTRACTS");
H.
A PERSONAL "GAP" UNDERTAKING OF MFW IN A FORM ACCEPTABLE TO THE
TITLE COMPANY;
I.
EXCLUSIVE AND UNDISTURBED POSSESSION OF THE SUBJECT PROPERTY,
SUBJECT TO THE ALLOWABLE ENCUMBRANCES;
J.
AN AFFIDAVIT BY MFW INDICATING THAT AS OF THE CLOSING DATE THERE
ARE NO OUTSTANDING UNSATISFIED JUDGMENTS DOCKETED OR TAX LIENS FILED IN THE
OFFICIAL RECORDS IN AND FOR DAVIDSON COUNTY, TENNESSEE, OR BANKRUPTCIES AGAINST
OR INVOLVING MFW; THAT MFW HAS DISCLOSED AND IDENTIFIED, TO THE BEST OF ITS
KNOWLEDGE, ALL LEASES, MAINTENANCE AGREEMENTS OR OTHER AGREEMENTS IN FORCE AS TO
THE SUBJECT PROPERTY; AND THAT MFW KNOWS OF NO UNRECORDED INTERESTS IN THE
SUBJECT PROPERTY OF ANY KIND, TOGETHER WITH WHATEVER STANDARD OWNER'S AFFIDAVIT
REASONABLY MAY BE REASONABLY REQUIRED BY THE TITLE COMPANY;
K.
ALL OTHER DOCUMENTS EFFECTING TITLE TO AND POSSESSION OF THE
SUBJECT PROPERTY THAT MAY BE NECESSARY TO TRANSFER OR ASSIGN THE SAME TO
SYMMETRY FREE AND CLEAR OF ALL LEASES, LIENS, CHARGES AND ENCUMBRANCES, OTHER
THAN THE ALLOWABLE ENCUMBRANCES;
L.
THE PARTNERS' CERTIFICATE REQUIRED BY SECTION 15;
M.
A MEMORANDUM OF THE LEASE FOR RECORDING PURPOSES;
N.
A CERTIFICATION ESTABLISHING THAT NO FEDERAL INCOME TAX IS
REQUIRED TO BE WITHHELD UNDER THE FOREIGN INVESTMENT AND REAL PROPERTY TAX ACT,
OR TO CONSENT TO WITHHOLDING OF TAX FROM THE PROCEEDS OF SALE IF REQUIRED;
O.
AN AMENDMENT TO THE LEASE STATING THE TENANT'S PROPORTIONATE SHARE
OF EXPENSES UNDER THE LEASE IS 100%;
P.
RELEASES AND TERMINATIONS OF ALL MORTGAGES, FINANCING STATEMENTS,
LIENS AND OTHER RELATED ENCUMBRANCES AS DISCLOSED IN THE TITLE COMMITMENT OR A
SIGNED
7
PAY-OFF LETTER IN A FORM REASONABLY ACCEPTABLE TO SYMMETRY AND THE TITLE
COMPANY; AND
Q.
ORIGINALS OR COPIES OF ALL DOCUMENTS REFERENCED IN SECTION 1(III)
AND (V) TO THE EXTENT IN THE POSSESSION OF MFW.
10.2
SYMMETRY shall deliver at the Closing the following:
A.
SYMMETRY'S SHARE OF THE CLOSING COSTS
ALLOCATED IN ACCORDANCE WITH USUAL CUSTOM AND PRACTICE, EXCEPT ONLY AS OTHERWISE
EXPRESSLY ALLOCATED