ARE REQUIRED BY APPLICABLE LAWS TO BE EXECUTED BY SELLER
OR OTHERWISE REASONABLY NECESSARY IN ORDER TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED UNDER TERMS OF THE CONTRACT.
5.3.
PURCHASER CLOSING DELIVERIES.
Except for: (i) the closing statement which shall be delivered on or before the
Closing Date, and (ii) the balance of the Purchase Price which is to be
delivered at the time specified in Section 2.2.3, Purchaser shall deliver to
Escrow Agent, each of the following items no later than 1 Business Day prior to
the Closing Date:
5.3.1.
THE FULL PURCHASE PRICE (WITH CREDIT FOR THE DEPOSIT),
PLUS OR MINUS THE ADJUSTMENTS OR PRORATIONS REQUIRED BY THIS CONTRACT.
5.3.2.
PURCHASER'S COUNTERPART SIGNATURE TO THE CLOSING
STATEMENT PREPARED BY TITLE INSURER.
5.3.3.
A COUNTERSIGNED COUNTERPART OF THE GENERAL ASSIGNMENT.
5.3.4.
A COUNTERSIGNED COUNTERPART OF THE LEASES ASSIGNMENT.
5.3.5.
NOTIFICATION LETTERS TO ALL TENANTS PREPARED AND
EXECUTED BY PURCHASER IN THE FORM ATTACHED HERETO AS EXHIBIT G, WHICH SHALL BE
DELIVERED TO ALL TENANTS BY PURCHASER IMMEDIATELY AFTER CLOSING.
5.3.6.
ANY CANCELLATION FEES OR PENALTIES DUE TO ANY VENDOR
UNDER ANY TERMINATED CONTRACT AS A RESULT OF THE TERMINATION THEREOF.
5.3.7.
RESOLUTIONS, CERTIFICATES OF GOOD STANDING, AND SUCH
OTHER ORGANIZATIONAL DOCUMENTS AS TITLE INSURER SHALL REASONABLY REQUIRE
EVIDENCING PURCHASER'S AUTHORITY TO CONSUMMATE THIS TRANSACTION.
5.3.8.
AN AFFIDAVIT OF PROPERTY VALUE, SIGNED BY PURCHASER.
5.3.9.
SUCH NOTICES, TRANSFER DISCLOSURES, AFFIDAVITS OR OTHER
SIMILAR DOCUMENTS THAT ARE REQUIRED BY APPLICABLE LAW TO BE EXECUTED BY
PURCHASER OR OTHERWISE REASONABLY NECESSARY IN ORDER TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED UNDER THIS CONTRACT.
5.4.
CLOSING PRORATIONS AND ADJUSTMENTS.
5.4.1.
GENERAL.
ALL NORMAL AND CUSTOMARILY PRORATABLE ITEMS,
INCLUDING, WITHOUT LIMITATION, COLLECTED RENTS, OPERATING EXPENSES, PERSONAL
PROPERTY TAXES, OTHER OPERATING EXPENSES AND FEES, SHALL BE PRORATED AS OF THE
CLOSING DATE, SELLER BEING CHARGED OR CREDITED, AS APPROPRIATE, FOR ALL OF SAME
ATTRIBUTABLE TO THE PERIOD UP TO THE CLOSING DATE (AND CREDITED FOR ANY AMOUNTS
PAID BY SELLER ATTRIBUTABLE TO THE PERIOD ON OR AFTER THE CLOSING DATE, IF
ASSUMED BY PURCHASER) AND PURCHASER BEING RESPONSIBLE FOR, AND CREDITED OR
CHARGED, AS THE CASE MAY BE, FOR ALL OF THE SAME ATTRIBUTABLE TO THE PERIOD ON
AND AFTER THE CLOSING DATE.
SELLER SHALL PREPARE A PRORATION SCHEDULE (THE
"PRORATION SCHEDULE") OF THE ADJUSTMENTS DESCRIBED IN THIS SECTION 5.4 AND SHALL
DELIVER SUCH PRORATION SCHEDULE TO PURCHASER AND THE ESCROW AGENT NO LATER THAN
THREE (3) BUSINESS DAYS PRIOR TO THE SCHEDULED CLOSING DATE.
5.4.2.
OPERATING EXPENSES.
ALL OF THE OPERATING, MAINTENANCE,
TAXES (OTHER THAN REAL ESTATE TAXES), AND OTHER EXPENSES INCURRED IN OPERATING
THE PROPERTY THAT SELLER CUSTOMARILY PAYS, AND ANY OTHER COSTS INCURRED IN THE
ORDINARY COURSE OF BUSINESS FOR THE MANAGEMENT AND OPERATION OF THE PROPERTY,
SHALL BE PRORATED ON AN ACCRUAL BASIS.
SELLER SHALL PAY ALL SUCH EXPENSES THAT
ACCRUE PRIOR TO THE CLOSING DATE AND PURCHASER SHALL PAY ALL SUCH EXPENSES THAT
ACCRUE FROM AND AFTER THE CLOSING DATE.
5.4.3.
UTILITIES.
THE FINAL READINGS AND FINAL BILLINGS FOR
UTILITIES WILL BE MADE IF