OBJECTION DATE PURSUANT TO SECTION 3.2.
4.
CLOSING.
THE PAYMENT OF THE PURCHASE PRICE, THE TRANSFER OF
TITLE TO THE PROPERTY, AND THE SATISFACTION OF ALL OTHER TERMS AND CONDITIONS OF
THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT (THE "CLOSING") SHALL OCCUR ON OR
BEFORE 2:00 P.M., CHICAGO TIME ON APRIL 12, 2006 (SUCH DAY BEING SOMETIMES
REFERRED TO AS THE "CLOSING DATE"), SUBJECT TO EITHER PARTY'S RIGHT TO EXTEND
THE CLOSING DATE PURSUANT TO SECTION 8.7 OR SECTION 8.8 THROUGH ESCROW AT THE
CHICAGO OFFICE OF TITLE INSURER.
4.1
SELLER'S CLOSING DELIVERIES.
AT CLOSING, SELLER SHALL EXECUTE (AS
NECESSARY) AND DELIVER TO PURCHASER (EITHER THROUGH ESCROW OR AS OTHERWISE
PROVIDED BELOW) EACH OF THE DOCUMENTS DESCRIBED BELOW: (I) ONE ORIGINAL
"SPECIAL" OR "LIMITED" WARRANTY DEED, IN FORM ACCEPTABLE TO TITLE INSURER,
WARRANTING TITLE TO THE REAL PROPERTY AGAINST ALL PERSONS CLAIMING BY, THROUGH
OR UNDER SELLER, BUT NOT OTHERWISE, SUBJECT TO THE EXCEPTIONS LISTED ON ATTACHED
EXHIBIT F AND ANY OTHER MATTERS WHICH BECOME PERMITTED EXCEPTIONS PURSUANT TO
SECTION 3; (II) TWO ORIGINAL COUNTERPARTS OF A BILL OF SALE AND ASSIGNMENT AND
ASSUMPTION OF LEASES AND CONTRACTS WITH RESPECT TO THE PROPERTY, IN THE FORM
ATTACHED HERETO AS EXHIBIT G (THE "BILL OF SALE AND ASSIGNMENT"); (III) ONE
ORIGINAL NOTICE LETTER TO EACH TENANT WITH RESPECT TO THE PROPERTY,
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT H (TO BE DELIVERED OUTSIDE
OF CLOSING); (IV) ONE ORIGINAL NOTICE LETTER TO EACH SERVICE CONTRACT VENDOR
WITH RESPECT TO THE PROPERTY, SUBSTANTIALLY IN THE FORM
3
ATTACHED HERETO AS EXHIBIT I (TO BE DELIVERED OUTSIDE OF CLOSING); (V) SELLER'S
NON-FOREIGN AFFIDAVIT, IN THE FORM ATTACHED HERETO AS EXHIBIT J; (VI) ONE
COUNTERPART OF THE JOINT CLOSING STATEMENT (AS DEFINED IN SECTION 4.3);
(VII) ONE COUNTERPART OF THE FINAL AND AGREED-UPON CLOSING STATEMENT PREPARED BY
ESCROW AGENT (THE "ESCROW AGENT'S CLOSING STATEMENT"); (VIII) EVIDENCE OF
TERMINATION OF (A) THE EXISTING PROPERTY MANAGEMENT AGREEMENT WITH EQUITY OFFICE
MANAGEMENT, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("PROPERTY MANAGER")
AND (B) THE BROKERAGE AGREEMENT WITH PROPERTY MANAGER, TOGETHER WITH A BROKER'S
LIEN WAIVER EXECUTED BY PROPERTY MANAGER, WHICH LIEN WAIVER MAY EXCLUDE ANY
PROTECTED TENANTS (AS DEFINED IN SECTION 4.8); (IX) A LIST OF PROTECTED TENANTS
WITH RESPECT TO THE PROPERTY; (X) SUCH TRANSFER TAX FORMS AS ARE REQUIRED BY
LAW, IF ANY (THE "TRANSFER DOCUMENTS"); (XI) ASSIGNMENTS OF SELLER'S RIGHTS TO
ANY SECURITY DEPOSIT THAT IS NOT IN THE FORM OF CASH; (XII) A RENT ROLL USED BY
SELLER IN THE ORDINARY COURSE OF BUSINESS; (XIII) TWO (2) ORIGINAL COUNTERPARTS
OF A MASTER LEASE (AS DEFINED IN SECTION 8.9 HEREOF); (XIV) AN EXECUTED COPY OF
THE DECLARATION (AS DEFINED IN SECTION 8.6) AND (XV) SUCH EVIDENCE OF SELLER'S
POWER AND AUTHORITY AS THE TITLE INSURER MAY REASONABLY REQUEST. THE JOINT
CLOSING STATEMENT AND ESCROW AGENT'S CLOSING STATEMENT MAY BE SIGNED IN
FACSIMILE COUNTERPARTS ON THE CLOSING DATE.
TO THE EXTENT AVAILABLE, SELLER
SHALL LEAVE, AND/OR CAUSE THE PROPERTY MANAGER TO LEAVE AND/OR DELIVER PROMPTLY
AFTER