TAX REFUND THAT
APPLIES TO A PERIOD OF TIME THAT ELAPSES PRIOR TO, INCLUSIVE OF, AND SUBSEQUENT
TO, THE CLOSING DATE, TO SELLER AND BUYER, PRORATED ON A PER DIEM BASIS.
IF
SELLER OR BUYER RECEIVES ANY TAX REFUND, THEN EACH SHALL RETAIN OR PAY SUCH
AMOUNTS (OR PORTIONS THEREOF) IN ORDER THAT SUCH PAYMENTS ARE APPLIED IN THE
MANNER SET FORTH IN THIS SUBSECTION.
BUYER HEREBY AGREES TO EXECUTE ALL
CONSENTS, RECEIPTS, INSTRUMENTS AND DOCUMENTS WHICH MAY REASONABLY BE REQUESTED
IN ORDER TO FACILITATE SETTLING ANY TAX APPEAL PROCEEDING COMMENCED BY SELLER
PRIOR TO THE CLOSING DATE AND COLLECTING THE AMOUNT OF ANY TAX REFUND, PROVIDED
THAT NO LIABILITY OR OBLIGATION IS IMPOSED ON BUYER IN CONNECTION WITH, OR AS A
RESULT OF, THE EXECUTION AND DELIVERY OF SUCH DOCUMENTS.
PRIOR TO THE
INSPECTION DATE, AS PART OF THE SELLER DELIVERIES, SELLER SHALL DELIVER TO BUYER
A SCHEDULE OF ANY AND ALL TAX APPEAL PROCEEDINGS, PROTESTS OR CONTESTS THAT
SELLER HAS FILED (OR THAT HAVE BEEN FILED ON BEHALF OF SELLER) AND THAT MAY
RESULT IN THE ISSUANCE OF A TAX REFUND.
THE PROVISIONS OF THIS 4.2.2(III) SHALL
SURVIVE THE CLOSING AND SHALL NOT MERGE INTO ANY DOCUMENTATION DELIVERED AT
CLOSING.
(IV)
INSTALLMENTS.
SELLER'S PRORATED PORTION OF ANY SPECIAL
ASSESSMENTS SHALL BE DETERMINED ASSUMING PAYMENT OVER THE LONGEST PERIOD OF TIME
(WITHOUT IMPOSITION OF INTEREST OR PENALTY) PERMITTED BY THE APPLICABLE TAXING
AUTHORITIES.
4.2.3
UTILITIES.
PRIOR TO THE CLOSING, BUYER SHALL NOTIFY EACH
OF THE UTILITY COMPANIES WHICH PROVIDE SERVICES TO THE PROPERTY OF THE SCHEDULED
TRANSFER OF THE PROPERTY ON THE CLOSING, AND SHALL MAKE APPROPRIATE ARRANGEMENTS
WITH THE UTILITY COMPANIES TO BILL SELLER FOR SERVICES PROVIDED BEFORE THE
CLOSING, AND TO BILL BUYER FOR SERVICES PROVIDED FROM AND AFTER THE CLOSING.
IF, DESPITE BUYER'S REASONABLE EFFORTS, SUCH ARRANGEMENTS CANNOT BE MADE AS OF
THE CLOSING, THEN SELLER AND BUYER SHALL MUTUALLY AND REASONABLY COOPERATE WITH
ONE ANOTHER TO MAKE THE APPROPRIATE ARRANGEMENTS PROMPTLY AFTER THE CLOSING, AND
PROMPTLY AFTER SUCH ARRANGEMENTS ARE MADE, AND FINAL UTILITY BILLS ARE ISSUED,
BUYER SHALL PAY TO SELLER AN AMOUNT EQUAL TO THE COST OF THE SERVICES THAT WERE
BILLED TO SELLER FOR THE PERIOD FROM AND AFTER CLOSING, AND SELLER SHALL PAY THE
SAME TO THE APPROPRIATE UTILITY COMPANY.
THE PROVISIONS OF THIS SECTION 4.2.3
SHALL SURVIVE THE CLOSING.
4.2.4
SERVICE CONTRACTS.
AT THE CLOSING AND WITH RESPECT TO
THOSE OF THE SERVICE CONTRACTS THAT SHALL BE ASSIGNED TO BUYER AT CLOSING,
(I) SELLER SHALL PAY OR GRANT TO BUYER, AS A CREDIT AGAINST THE PURCHASE PRICE,
THE AMOUNT OF ACCRUED AND
8
UNPAID CHARGES FOR SERVICES RENDERED BEFORE THE CLOSING DATE, PRORATED ON A PER
DIEM BASIS, AND (II) BUYER SHALL PAY TO SELLER THE AMOUNT OF PREPAID CHARGES FOR
SERVICES RENDERED FROM AND AFTER THE CLOSING PRORATED ON A PER DIEM BASIS.
4.2.5
TENANT SECURITY DEPOSITS.
BUYER SHALL RECEIVE A CREDIT (OR
SELLER SHALL PAY TO BUYER) AT CLOSING IN AN AMOUNT EQUAL TO THE TOTAL AMOUNT