DELIVER TO SELLER AN AGREEMENT REGARDING DISCLAIMERS IN THE FORM
OF EXHIBIT I ATTACHED HERETO AND MADE A PART HEREOF FOR ALL PURPOSES EXECUTED BY
PURCHASER AND COUNSEL FOR PURCHASER;
(D)
DELIVER TO SELLER A COPY OF ANY ENVIRONMENTAL REPORT OR
ENGINEERING OR STRUCTURAL REPORT OBTAINED BY PURCHASER WITH RESPECT TO THE
PROPERTY (UNLESS THE TERMS OF ANY SUCH REPORT RESTRICT PURCHASER FROM DOING SO);
AND
(E)
DELIVER TO SELLER SUCH EVIDENCE AS SELLER'S COUNSEL AND/OR THE
TITLE COMPANY MAY REASONABLY REQUIRE AS TO THE AUTHORITY OF THE PERSON OR
PERSONS EXECUTING DOCUMENTS ON BEHALF OF PURCHASER.
4.4
PRORATIONS.
THE FOLLOWING ADJUSTMENTS TO THE PURCHASE PRICE PAID
HEREUNDER SHALL BE MADE BETWEEN SELLER AND PURCHASER AND SHALL BE PRORATED (AS
APPLICABLE) ON A PER DIEM BASIS AS IF PURCHASER OWNED THE PROPERTY FOR THE
ENTIRE DAY ON THE CLOSING DATE:
(A)
ALL REAL ESTATE TAXES AND INSTALLMENTS OF SPECIAL ASSESSMENTS DUE
AND PAYABLE IN THE CALENDAR YEAR OF CLOSING.
ALL OTHER INSTALLMENTS OF SPECIAL
ASSESSMENTS NOT YET DUE AND PAYABLE SHALL BE PAID BY PURCHASER.
IF AT THE TIME
OF CLOSING THE TAX RATE OR THE ASSESSED VALUATION FOR THE CURRENT YEAR
6
HAS NOT YET BEEN FIXED, TAXES SHALL BE PRORATED BASED UPON THE TAX RATE AND THE
ASSESSED VALUATION ESTABLISHED FOR THE PREVIOUS TAX YEAR; PROVIDED, HOWEVER,
THAT SELLER AND PURCHASER AGREE THAT TO THE EXTENT THE ACTUAL TAXES FOR THE
CURRENT YEAR DIFFER FROM THE AMOUNT SO APPORTIONED AT CLOSING, THE PARTIES
HERETO WILL MAKE ALL NECESSARY ADJUSTMENTS BY APPROPRIATE PAYMENTS BETWEEN
THEMSELVES FOLLOWING THE CLOSING, AND THIS PROVISION SHALL SURVIVE CLOSING.
(B)
CURRENT RENTS, ADVANCE RENTALS (BUT ONLY TO THE EXTENT ACTUALLY
RECEIVED BY SELLER) AND OTHER INCOME FROM THE PROPERTY SHALL BE PRORATED BETWEEN
SELLER AND PURCHASER AT CLOSING BASED UPON SUCH AMOUNTS ACTUALLY COLLECTED BY
SELLER AS OF THE CLOSING DATE.
RENT WHICH IS UNPAID OR DELINQUENT AS OF THE
CLOSING DATE SHALL NOT BE PRORATED, BUT SUCH UNPAID OR DELINQUENT RENT COLLECTED
AFTER THE CLOSING DATE SHALL BE DELIVERED AS FOLLOWS: (I) IF SELLER COLLECTS ANY
UNPAID OR DELINQUENT RENT AFTER THE CLOSING DATE, SELLER SHALL DELIVER TO
PURCHASER ANY SUCH RENT RELATING TO THE CLOSING DATE AND ANY PERIOD THEREAFTER
WITHIN FIFTEEN (15) DAYS AFTER THE RECEIPT THEREOF, AND (II) IF PURCHASER
COLLECTS ANY UNPAID OR DELINQUENT RENT AFTER THE CLOSING DATE, PURCHASER SHALL
DELIVER TO SELLER ANY SUCH RENT RELATING TO THE PERIOD PRIOR TO THE CLOSING DATE
WITHIN FIFTEEN (15) DAYS AFTER THE RECEIPT THEREOF.
SELLER AND PURCHASER AGREE
THAT (A) ALL RENT RECEIVED BY SELLER AFTER THE CLOSING DATE SHALL BE APPLIED
FIRST TO DELINQUENT RENTALS, IF ANY, IN THE ORDER OF THEIR MATURITY, AND THEN TO
CURRENT RENTALS, AND (B) ALL RENT RECEIVED BY PURCHASER AFTER THE CLOSING DATE
SHALL BE APPLIED FIRST TO CURRENT RENTALS AND THEN TO DELINQUENT RENTALS, IF
ANY, IN INVERSE ORDER OF MATURITY.
PURCHASER WILL MAKE A GOOD FAITH EFFORT
AFTER CLOSING TO COLLECT ALL RENTS (INCLUDING WITHOUT LIMITATION THE PASS
THROUGH