THIS
AGREEMENT), AND (III) THOSE SERVICE CONTRACTS, DESIGNATED IN WRITING BY BUYER
(NO LESS THAN THIRTY-FIVE (35) DAYS PRIOR TO THE CLOSING DATE) WHICH MAY BY
THEIR TERMS BE TERMINATED WITH THIRTY (30) DAYS' PRIOR NOTICE; PROVIDED,
HOWEVER, SELLERS SHALL NOT BE REQUIRED TO TERMINATE ANY SUCH SERVICE CONTRACTS,
IF, (A) ANY PAYMENTS ARE REQUIRED TO BE MADE IN CONNECTION WITH SUCH TERMINATION
UNLESS BUYER SHALL HAVE AGREED TO PAY THE SAME OR (B) ANY SELLER SHALL INCUR ANY
LIABILITY WITH RESPECT TO SUCH TERMINATION.
(G)
EACH SELLER AND BUYER SHALL EXECUTE AND DELIVER TO THE OTHER DUPLICATE
ORIGINALS, TO THE EXTENT SUCH AGREEMENTS ARE NOT TERMINATED PRIOR TO CLOSING, OF
NOTICES TO THE CONTRACTORS UNDER THE SERVICE CONTRACTS AND TENANTS UNDER THE
LEASES ADVISING SUCH PARTIES OF THE SALE OF THE PROPERTIES AT THE CLOSING
("OTHER NOTIFICATION LETTERS").
39
(H)
EACH SELLER SHALL EXECUTE, ACKNOWLEDGE AND DELIVER TO THE TITLE COMPANY AN
AFFIDAVIT IN THE FORM ATTACHED HERETO AS EXHIBIT V FOR THE BENEFIT OF THE TITLE
COMPANY TOGETHER WITH SUCH OTHER DOCUMENTS AS THE TITLE COMPANY MAY REASONABLY
REQUIRE (PROVIDED THE SAME DO NOT RESULT IN ANY ADDITIONAL LIABILITY TO ANY
SELLER).
(I)
SELLERS SHALL DELIVER TO BUYER AN UPDATED TENANT LIST, THE LEASES, THE
SERVICE CONTRACTS (TO THE EXTENT ASSUMED BY BUYER).
(J)
SUBJECT TO SECTION 7.2(B), SELLERS SHALL DELIVER TO BUYER THE TENANT
ESTOPPELS THAT SELLERS HAVE RECEIVED FROM THE TENANTS.
(K)
EACH SELLER SHALL DELIVER TO BUYER A FIRPTA CERTIFICATION IN THE FORM OF
EXHIBIT W ATTACHED HERETO.
(L)
BUYER SHALL DELIVER TO THE TITLE COMPANY FOR DISBURSEMENT TO SELLERS THE
BALANCE OF THE PURCHASE PRICE PURSUANT TO ARTICLE II ABOVE.
(M)
SELLERS SHALL DELIVER TO BUYER ANY SECURITY DEPOSITS IN SELLER'S POSSESSION
OR CONTROL THAT HAVE NOT BEEN (I) APPLIED TO DEFAULTS AS PERMITTED BY THIS
AGREEMENT OR (II) CREDITED TO BUYER PURSUANT TO SECTION 6.6 HEREOF.
(N)
EACH SELLER AND BUYER SHALL EXECUTE AND DELIVER TO EACH OTHER A
CERTIFICATE UPDATING THE REPRESENTATIONS AND WARRANTIES MADE BY EACH OF THEM IN
ARTICLES VIII AND IX, RESPECTIVELY. IF ANY OF THE FACTS CONTAINED IN THE
REPRESENTATIONS AND WARRANTIES MADE BY SELLERS IN ARTICLE VIII CHANGE IN ANY
MATERIAL RESPECT BETWEEN THE EFFECTIVE DATE AND THE CLOSING DATE, THEN PROMPTLY
UPON LEARNING OF SUCH CHANGE IN FACTS, SELLERS SHALL DISCLOSE SUCH CHANGES IN
WRITING TO BUYER. THE MATTERS CONTAINED IN THE CERTIFICATES DELIVERED HEREUNDER
SHALL SURVIVE THE CLOSING UNTIL THE RESPECTIVE SURVIVAL DATES SET FORTH IN
SECTION 24.9(A) HEREOF WITH RESPECT TO THE REPRESENTATION TO WHICH EACH SUCH
MATTER RELATES.
(O)
SELLERS AND BUYER SHALL EACH EXECUTE AND DELIVER TO EACH OTHER AND TITLE
COMPANY A CLOSING STATEMENT.
(P)
SELLERS AND BUYER SHALL EACH EXECUTE AND DELIVER TO EACH OTHER AND THE
TITLE COMPANY THE PURCHASE PRICE AMENDMENT.
(Q)
ORIGINALS OF ANY LETTERS OF CREDIT (COLLECTIVELY, "LETTERS OF CREDIT")
IDENTIFIED ON EXHIBIT S WHICH ARE HELD BY ANY SELLER AS SECURITY DEPOSITS, IF
SUCH LETTERS OF CREDIT IN THEIR PRESENT FORM (INCLUDING AMENDMENTS THERETO)