NO EXISTING INSURANCE POLICY SHALL
BE ASSIGNED TO PURCHASER, AND NO ADJUSTMENT OF ANY INSURANCE PREMIUMS SHALL BE
MADE.
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12.1.8
SURVIVAL.
THE PROVISIONS OF THIS SECTION 12.1 SHALL
SURVIVE THE CLOSING.
12.2
DETERMINATION OF CLOSING ADJUSTMENTS.
THE
PARTIES HERETO AGREE TO MAKE A GOOD FAITH EFFORT TO DETERMINE THE ADJUSTMENTS
AND PRORATIONS TO BE MADE AT CLOSING, PURSUANT TO THIS ARTICLE, AT LEAST THREE
(3) BUSINESS DAYS PRIOR TO THE CLOSING DATE.
12.3
NET APPORTIONMENTS AND ADJUSTMENTS.
12.3.1
DUE SELLER.
IN THE EVENT THE NET APPORTIONMENTS AND
ADJUSTMENTS AS PROVIDED IN SECTION 12.1 HEREOF RESULT IN A PAYMENT DUE SELLER,
THEN SUCH PAYMENT SHALL BE MADE AT CLOSING IN THE MANNER SET FORTH IN
SECTION 2.2.2 HEREOF.
IN THE EVENT THAT DESPITE PURCHASER'S GOOD FAITH
EFFORTS, THE PARTIES HERETO ARE UNABLE TO DETERMINE THE AMOUNT OF THE
ADJUSTMENTS TO BE PAID TO SELLER AT CLOSING, IF ANY, ON OR BEFORE THE DATE WHICH
IS THREE (3) BUSINESS DAYS PRIOR TO THE CLOSING DATE, SUCH AMOUNT MAY BE PAID BY
PURCHASER TO SELLER AT THE CLOSING BY CASHIER'S OR BANK CHECK, OR BY A CERTIFIED
CHECK OF PURCHASER DRAWN UPON A BANK WHICH IS A MEMBER OF THE NEW YORK CLEARING
HOUSE ASSOCIATION (OR ANY SUCCESSOR ORGANIZATION THERETO), MADE PAYABLE TO
SELLER'S DIRECT ORDER.
12.3.2
DUE PURCHASER.
IN THE EVENT THE NET APPORTIONMENTS AND
ADJUSTMENTS AS PROVIDED IN SECTION 12.1 HEREOF RESULT IN A PAYMENT DUE
PURCHASER, THEN SUCH PAYMENT SHALL BE MADE AT CLOSING BY WAY OF A CREDIT AGAINST
THE CASH BALANCE.
12.4
OTHER.
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, THE CUSTOMS REGARDING TITLE CLOSINGS, AS RECOMMENDED BY THE REAL
ESTATE BOARD OF NEW YORK, INC., SHALL APPLY TO ALL APPORTIONMENTS.
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ARTICLE 13
CLOSING DOCUMENTS; OBLIGATIONS OF PURCHASER AND SELLER AT CLOSING
13.1
SELLER'S OBLIGATIONS AT CLOSING.
ON THE CLOSING
DATE, SELLER SHALL DELIVER OR CAUSE TO BE DELIVERED TO PURCHASER THE FOLLOWING:
13.1.1
A BARGAIN AND SALE DEED WITHOUT COVENANT AGAINST
GRANTOR'S ACTS CONTAINING THE COVENANT REQUIRED BY SECTION 13 OF THE LIEN LAW IN
PROPER FORM FOR RECORDING (THE "DEED"), IN THE FORM ANNEXED HERETO AS EXHIBIT 1.
13.1.2
A BILL OF SALE IN THE FORM ANNEXED HERETO AS EXHIBIT 2.
13.1.3
AN ASSIGNMENT OF LICENSES AND/OR PERMITS, IN THE FORM
ANNEXED HERETO AS EXHIBIT 3, AND ORIGINALS, WHERE AVAILABLE, OR COPIES OF ANY
TRANSFERABLE LICENSES AND PERMITS WITH RESPECT TO THE PROPERTY TO THE EXTENT IN
SELLER'S POSSESSION.
13.1.4
A DULY EXECUTED LETTER AGREEMENT BY WHICH SELLER AND
PURCHASER AGREE TO CORRECT ANY ERRORS IN PRORATIONS AS SOON AFTER THE CLOSING AS
AMOUNTS ARE FINALLY DETERMINED, IN THE FORM ANNEXED HERETO AS EXHIBIT 5 (THE
"POST-CLOSING ADJUSTMENT LETTER").
13.1.5
EVIDENCE REASONABLY ACCEPTABLE TO PURCHASER AND THE
TITLE COMPANY AUTHORIZING THE CONSUMMATION BY SELLER OF THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT, AND THE EXECUTION AND DELIVERY OF DOCUMENTS ON
BEHALF OF SELLER.
13.1.6
THE CERTIFICATE WITH RESPECT TO FIRPTA COMPLIANCE IN THE
FORM OF EXHIBIT 6 ANNEXED HERETO.
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13.1.7
THE