PAID ANY TENANT INDUCEMENT COSTS OR
LEASING COMMISSIONS FOR WHICH PURCHASER IS RESPONSIBLE PURSUANT TO THE FOREGOING
PROVISIONS, PURCHASER SHALL REIMBURSE SELLER THEREFOR AT CLOSING.
SELLER SHALL
SUPPLY INVOICES AND STATEMENTS FOR ALL SUCH TENANT INDUCEMENT COSTS AND LEASING
COMMISSIONS TO PURCHASER ON OR PRIOR TO THE CLOSING DATE.
FOR PURPOSES HEREOF,
THE TERM "TENANT INDUCEMENT COSTS" SHALL MEAN ANY OUT-OF-POCKET PAYMENTS
REQUIRED UNDER A LEASE TO BE PAID BY THE LANDLORD THEREUNDER TO OR FOR THE
BENEFIT OF THE TENANT THEREUNDER WHICH IS IN THE NATURE OF A TENANT INDUCEMENT,
INCLUDING SPECIFICALLY, WITHOUT LIMITATION, TENANT IMPROVEMENT COSTS, LEASE
BUYOUT COSTS, AND MOVING, DESIGN, REFURBISHMENT AND CLUB MEMBERSHIP ALLOWANCES.
THE TERM "TENANT INDUCEMENT COSTS" SHALL NOT INCLUDE LOSS OF INCOME RESULTING
FROM ANY FREE RENTAL PERIOD, IT BEING AGREED THAT SELLER SHALL BEAR THE LOSS
RESULTING FROM ANY FREE RENTAL PERIOD UNTIL THE CLOSING DATE AND THAT PURCHASER
SHALL BEAR SUCH LOSS FROM AND AFTER THE CLOSING DATE.
(G)
THE PERSONAL PROPERTY IS INCLUDED IN THIS SALE, WITHOUT FURTHER
CHARGE, EXCEPT THAT PURCHASER SHALL PAY TO SELLER THE AMOUNT OF ANY AND ALL
SALES OR SIMILAR TAXES PAYABLE IN CONNECTION WITH THE PERSONAL PROPERTY WHICH IS
TO BE TRANSFERRED TO PURCHASER UNDER THIS AGREEMENT AND PURCHASER SHALL EXECUTE
AND DELIVER ANY TAX RETURNS REQUIRED OF IT IN CONNECTION THEREWITH, SAID
OBLIGATIONS OF PURCHASER TO SURVIVE CLOSING.
(H)
ALL PRORATIONS DESCRIBED IN THIS SECTION 4.4 SHALL BE EFFECTED BY
INCREASING OR DECREASING, AS APPROPRIATE, THE AMOUNT OF CASH TO BE PAID BY
PURCHASER TO SELLER AT CLOSING.
PURCHASER AND SELLER SHALL COOPERATE TO PRODUCE
PRIOR TO CLOSING A SCHEDULE OF PRORATIONS AND CLOSING COSTS THAT IS AS COMPLETE
AND ACCURATE AS REASONABLY POSSIBLE (THE "CLOSING STATEMENT").
IF ANY OF THE
AFORESAID PRORATIONS CANNOT BE CALCULATED ACCURATELY ON THE CLOSING DATE, THEN
THEY SHALL BE ESTIMATED TO THE EXTENT POSSIBLE AS OF THE CLOSING AND CALCULATED
AS SOON AFTER CLOSING AS IS FEASIBLE.
ALL ADJUSTMENTS TO INITIAL ESTIMATED
PRORATIONS SHALL BE MADE BY THE PARTIES WITH DUE DILIGENCE AND COOPERATION
WITHIN SIXTY (60) DAYS FOLLOWING CLOSING, OR SUCH LATER TIME AS MAY BE REQUIRED
TO OBTAIN NECESSARY INFORMATION FOR PRORATION, BY PROMPT CASH PAYMENT TO THE
PARTY YIELDING A NET CREDIT FROM SUCH PRORATIONS FROM THE OTHER PARTY; PROVIDED,
HOWEVER, THAT THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING UNTIL MARCH
31, 2007, AND AFTER SUCH DATE NEITHER SELLER NOR PURCHASER SHALL HAVE ANY
FURTHER RIGHTS OR OBLIGATIONS UNDER THIS SECTION 4.4.
NOTWITHSTANDING THE
FOREGOING, THE PRORATION OF TAXES DESCRIBED IN SECTION 4.4(A) ABOVE SHALL BE
DEEMED FINAL IF NO ADJUSTMENT THERETO IS REQUESTED WITHIN ONE (1) YEAR AFTER
CLOSING.
4.5
CLOSING COSTS.
SELLER SHALL PAY (A) THE FEES OF ANY COUNSEL
REPRESENTING IT IN CONNECTION WITH THIS TRANSACTION; (B) THE BASIC PREMIUM FOR
THE OWNER'S POLICY OF TITLE INSURANCE TO BE ISSUED TO PURCHASER BY THE TITLE
COMPANY AT CLOSING (SPECIFICALLY EXCLUDING THE ADDITIONAL PREMIUM CHARGEABLE FOR
MODIFICATION OF THE SURVEY EXCEPTION, WHICH DELETION EXPENSE SHALL BE BORNE BY
PURCHASER); (C)