THAN 3 BUSINESS DAYS PRIOR TO THE CLOSING DATE; PROVIDED,
HOWEVER, THAT THE CONTENT OF SUCH UPDATED PROPERTY CONTRACTS LISTS SHALL IN NO
EVENT EXPAND OR MODIFY THE CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE AS
SPECIFIED UNDER SECTION 8.1.
5.2.12
SUCH OTHER DOCUMENTS AS ARE REASONABLY NECESSARY TO CONSUMMATE THE
TRANSACTIONS HEREIN CONTEMPLATED IN ACCORDANCE WITH THE TERMS OF THIS CONTRACT.
5.3
PURCHASER CLOSING DELIVERIES.
No later than 1 Business Day prior to the Closing Date (except for the balance
of the Purchase Price which is to be delivered at the time specified in
Section 2.2.4), Purchaser shall deliver to the Escrow Agent (for disbursement to
the applicable Seller upon the Closing) the following items with respect to each
Property being conveyed at the Closing:
5.3.1
THE FULL PURCHASE PRICE FOR SUCH PROPERTY, WITH CREDIT FOR THE
AMOUNT OF THE DEPOSIT ALLOCATED TO SUCH PROPERTY AND THE LOAN BALANCE APPLICABLE
FOR SUCH PROPERTY, PLUS OR MINUS THE ADJUSTMENTS OR PRORATIONS REQUIRED BY THIS
CONTRACT.
5.3.2
A TITLE AFFIDAVIT OR AN INDEMNITY FORM (PERTAINING TO PURCHASER'S
ACTIVITY ON THE APPLICABLE PROPERTY PRIOR TO CLOSING), REASONABLY ACCEPTABLE TO
PURCHASER, WHICH IS SUFFICIENT TO ENABLE TITLE INSURER TO DELETE THE STANDARD
PRE-PRINTED EXCEPTIONS TO THE TITLE INSURANCE POLICY TO BE ISSUED PURSUANT TO
THE TITLE COMMITMENT.
5.3.3
ANY DECLARATION OR OTHER STATEMENT WHICH MAY BE REQUIRED TO BE
SUBMITTED TO THE LOCAL ASSESSOR.
5.3.4
PURCHASER'S CLOSING STATEMENT.
5.3.5
A COUNTERSIGNED COUNTERPART OF THE GENERAL ASSIGNMENT.
5.3.6
A COUNTERSIGNED COUNTERPART OF THE LEASES ASSIGNMENT.
5.3.7
NOTIFICATION LETTERS TO ALL TENANTS AT SUCH PROPERTY 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.
5.3.8
ANY CANCELLATION FEES OR PENALTIES DUE TO ANY VENDOR UNDER ANY
TERMINATED CONTRACT AS A RESULT OF THE TERMINATION THEREOF.
5.3.9
RESOLUTIONS, CERTIFICATES OF GOOD STANDING, AND SUCH OTHER
ORGANIZATIONAL DOCUMENTS AS TITLE INSURER SHALL REASONABLY REQUIRE EVIDENCING
PURCHASER'S AUTHORITY TO CONSUMMATE THIS TRANSACTION.
5.3.10
ALL DOCUMENTS, INSTRUMENTS, GUARANTIES, ASSUMPTION LENDER FEES,
REQUIRED LOAN FUND AMOUNTS, AND OTHER ITEMS OR FUNDS REQUIRED BY THE APPLICABLE
LENDER TO CAUSE THE APPLICABLE LOAN ASSUMPTION AND RELEASE FOR SUCH PROPERTY.
5.3.11
SUCH OTHER DOCUMENTS AS ARE REASONABLY NECESSARY TO CONSUMMATE THE
TRANSACTIONS HEREIN CONTEMPLATED IN ACCORDANCE WITH THE TERMS OF THIS CONTRACT.
5.4
CLOSING PRORATIONS AND ADJUSTMENTS.
The prorations set forth in this Section 5.4 shall be on a
Property-by-Property basis and not between the Properties.
5.4.1
GENERAL.
WITH RESPECT TO EACH PROPERTY, 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, THE APPLICABLE SELLER BEING CHARGED OR
CREDITED, AS APPROPRIATE, FOR ALL OF THE SAME ATTRIBUTABLE TO THE PERIOD UP TO
THE CLOSING DATE (AND CREDITED FOR ANY AMOUNTS PAID BY THE APPLICABLE SELLER
ATTRIBUTABLE TO THE PERIOD ON OR AFTER THE CLOSING DATE, IF ASSUMED BY
PURCHASER) AND PURCHASER BEING RESPONSIBLE FOR, AND CREDITED OR CHARGED,