OBJECT TO TERMINATION OF THE ESCROW OR THE RETURN OF MONIES AND
DOCUMENTS SHALL NOT AFFECT THE RIGHT OF THE OTHER PARTY TO PURSUE OTHER REMEDIES
PERMITTED UNDER ARTICLE X FOR THE BREACH OF THE PARTY WHO GIVES SUCH NOTICE.
ARTICLE VII
PRORATION, FEES, COSTS AND ADJUSTMENTS
7.1
PRORATIONS.
PRIOR TO THE CLOSING, SELLER SHALL DETERMINE THE
AMOUNTS OF THE PRORATIONS IN ACCORDANCE WITH THIS AGREEMENT AND NOTIFY BUYER
THEREOF.
BUYER SHALL REVIEW AND APPROVE SUCH DETERMINATION PROMPTLY AND PRIOR
TO THE CLOSING, SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD OR DELAYED.
THEREAFTER, BUYER AND SELLER SHALL EACH INFORM ESCROW AGENT OF SUCH AMOUNTS.
11
7.1.1
CERTAIN ITEMS PRORATED.
IN ACCORDANCE WITH THE NOTIFICATIONS,
ESCROW AGENT SHALL PRORATE BETWEEN THE PARTIES (AND THE PARTIES SHALL DEPOSIT
FUNDS THEREFOR WITH ESCROW AGENT OR SHALL INSTRUCT ESCROW AGENT TO DEBIT AGAINST
SUMS HELD BY ESCROW AGENT OWING TO SUCH PARTY), AS OF 11:59 P.M. THE DAY PRIOR
TO THE CLOSING, ALL INCOME AND EXPENSES WITH RESPECT TO THE PROPERTY AND PAYABLE
TO OR BY THE OWNER OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION:
(I) ALL REAL
PROPERTY TAXES ON THE BASIS OF THE FISCAL PERIOD FOR WHICH ASSESSED (IF THE
CLOSING SHALL OCCUR BEFORE THE TAX RATE IS FIXED, THE APPORTIONMENT OF TAXES
SHALL BE BASED ON THE TAX RATE FOR THE PRECEDING PERIOD APPLIED TO THE LATEST
ASSESSED VALUATION); (II) RENTS, OTHER TENANT PAYMENTS AND TENANT REIMBURSEMENTS
(COLLECTIVELY, "TENANT PAYMENTS") IF ANY, RECEIVED UNDER THE LEASES; (III) RENTS
AND OTHER PAYMENTS PAYABLE UNDER THE GROUND LEASE AND THE DEVELOPMENT AGREEMENT;
(IV) CHARGES FOR WATER, SEWER, ELECTRICITY, GAS, FUEL AND OTHER UTILITY CHARGES,
ALL OF WHICH SHALL BE READ PROMPTLY BEFORE CLOSING; (V) THE COST, BASED ON THE
INVOICES OF SELLER'S SUPPLIERS, OF ALL BUILDING SUPPLIES (BUT NOT BUILDING
MATERIALS) ALL IN UNOPENED CONTAINERS, IN ACCORDANCE WITH AN INVENTORY TO BE
MADE BY SELLER AS OF A DATE NOT MORE THAN TEN DAYS PRECEDING THE CLOSING;
(VI) AMOUNTS PREPAID AND AMOUNTS ACCRUED BUT UNPAID ON SERVICE CONTRACTS AND
MANAGEMENT CONTRACTS WHICH ARE TO BE ASSUMED BY BUYER; AND (VII) PERIODIC FEES
FOR LICENSES, PERMITS OR OTHER AUTHORIZATIONS WITH RESPECT TO THE PROPERTY.
7.1.2
LEASING COMMISSIONS AND TENANT IMPROVEMENTS.
AT THE CLOSING BUYER
SHALL PAY TO SELLER (IF THEN DUE), REIMBURSE SELLER FOR (IF ALREADY PAID), AND
ASSUME FROM SELLER THE OBLIGATION TO PAY (IF DUE IN THE FUTURE) ALL LEASING
COMMISSIONS, TENANT IMPROVEMENT COSTS AND OTHER CHARGES PAYABLE BY REASON OF OR
IN CONNECTION WITH ANY LEASE (I) ENTERED INTO WITH BUYER'S APPROVAL AFTER THE
DATE HEREOF AND (II) ANY RENEWAL, EXPANSION (INCLUDING ANY EXPANSION OPTIONS
CONTAINED IN AN EXISTING LEASE) OR EXTENSION OF AN EXISTING LEASE AFTER THE
CLOSING.
AT THE CLOSING, SELLER SHALL CREDIT BUYER THE SUM OF $2,740,776
AGAINST THE PURCHASE PRICE, WHICH SUM EQUALS THE TENANT IMPROVEMENT ALLOWANCE TO
WHICH RSUI IS ENTITLED UNDER THAT CERTAIN OFFICE LEASE AGREEMENT, DATED AS OF
SEPTEMBER 9, 1988, BY AND BETWEEN SELLER'S PREDECESSOR-IN-INTEREST AND RSUI'S
PREDECESSOR-IN-INTEREST (AS THE SAME HAS BEEN