THE NATIONAL RV LEASE.
10.9.
ALTA STATEMENT.
IF REQUIRED BY THE TITLE COMPANY, AN ALTA (OR
COMPARABLE) STATEMENT, IN THE FORM OF EXHIBIT G, EXECUTED BY SELLER.
10.10.
ORIGINAL DOCUMENTS.
TO THE EXTENT NOT PREVIOUSLY DELIVERED TO BUYER,
ORIGINALS OF THE ASSIGNED CONTRACTS, PERMITS OR APPROVALS.
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10.11.
CLOSING STATEMENT.
A CLOSING STATEMENT CONFORMING TO THE PRORATION
AND OTHER RELEVANT PROVISIONS OF THIS AGREEMENT SHALL BE PROVIDED BY THE ESCROW
HOLDER, DULY EXECUTED BY BUYER AND SELLER.
10.12.
PLANS AND SPECIFICATIONS.
ALL PLANS AND SPECIFICATIONS RELATED TO
THE PROPERTY IN SELLER'S POSSESSION AND CONTROL OR OTHERWISE AVAILABLE TO
SELLER.
10.13.
ENTITY TRANSFER CERTIFICATE.
ENTITY TRANSFER CERTIFICATION, IN THE
FORM OF EXHIBIT H, CONFIRMING THAT SELLER IS A "UNITED STATES PERSON" WITHIN THE
MEANING OF SECTION 1445 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND THE
CALIFORNIA EQUIVALENT THERETO, FORM 593-C.
10.14.
CLOSING CERTIFICATES.
CERTIFICATES, SIGNED BY EACH OF SELLER AND
BUYER, IN THE FORM OF EXHIBIT I, CERTIFYING TO THE BUYER AND SELLER,
RESPECTIVELY, THAT THE REPRESENTATIONS AND WARRANTIES OF SUCH PARTY CONTAINED IN
THIS AGREEMENT ARE TRUE AND CORRECT AS OF THE CLOSING DATE, IN ALL MATERIAL
RESPECTS.
10.15.
OTHER.
SUCH OTHER DOCUMENTS AND INSTRUMENTS AS MAY REASONABLY BE
REQUIRED BY BUYER OR THE TITLE COMPANY AND THAT MAY BE REASONABLY NECESSARY OR
APPROPRIATE TO CONSUMMATE THIS TRANSACTION AND TO OTHERWISE EFFECT THE
AGREEMENTS OF THE PARTIES HERETO.
11.
CONDITIONS PRECEDENT TO CLOSING BENEFITING SELLER.
THE FOLLOWING
SHALL BE ADDITIONAL CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE
HEREUNDER:
11.1.
PURCHASE PRICE.
THE PURCHASE PRICE, PLUS OR MINUS PRORATIONS, SHALL
BE DELIVERED TO THE TITLE COMPANY IN ESCROW FOR DISBURSEMENT TO SELLER.
11.2.
NATIONAL RV LEASE.
AT CLOSING, BUYER AUTHORIZES ESCROW TO RELEASE
TO SELLER ITS EXECUTED COUNTERPART TO THE NATIONAL RV LEASE.
11.3.
REPRESENTATIONS AND WARRANTIES.
AS OF THE CLOSING DATE, THE
REPRESENTATIONS AND WARRANTIES MADE BY BUYER TO SELLER AS OF THE EFFECTIVE DATE
SHALL BE TRUE, ACCURATE AND CORRECT IN ALL RESPECTS AS IF SPECIFICALLY REMADE AT
THAT TIME.
11.4.
BUYER PERFORMANCE.
BUYER SHALL HAVE PERFORMED AND COMPLIED WITH ALL
THE AGREEMENTS AND CONDITIONS REQUIRED IN THIS AGREEMENT TO BE PERFORMED AND
COMPLIED WITH BY BUYER PRIOR TO CLOSING; AND ESCROW HOLDER MAY DEEM ALL SUCH
ITEMS TO HAVE BEEN PERFORMED AND COMPLIED WITH WHEN BUYER HAS DEPOSITED ALL
ITEMS IN ESCROW AS REQUIRED HEREUNDER.
11.5.
BOARD APPROVAL.
SELLER SHALL HAVE OBTAINED THE APPROVAL OF ITS
BOARD OF DIRECTORS WITH RESPECT TO THE SALE OF THE PROPERTY HEREUNDER ON OR
BEFORE JANUARY 24, 2007.
11.6.
NO TERMINATION.
THIS AGREEMENT SHALL NOT HAVE BEEN TERMINATED
PURSUANT TO ANY OTHER PROVISION HEREOF.
In the event Seller terminates this Agreement pursuant to Section 11.5, then in
addition to causing Escrow Holder to immediately return the Deposit to Buyer,
Seller shall also pay to Buyer, within thirty (30) days after receipt a written
invoice from Buyer, Buyer's actual out-of-
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pocket expenses incurred in connection with the negotiation of this Agreement
and Buyer's performance of its Due