OF ESCROW UPON RECEIPT
OF STATEMENTS THEREFOR AS OF THE CLOSING DATE.
(C)
SETTLEMENT OF PRORATIONS.
ALL AMOUNTS OWING FROM OR TO SELLER OR
PURCHASER THAT REQUIRE ADJUSTMENT AFTER THE CLOSING DATE SHALL BE SETTLED WITHIN
SIXTY (60) CALENDAR DAYS AFTER THE CLOSING DATE OR, IN THE EVENT THE INFORMATION
NECESSARY FOR SUCH ADJUSTMENT IS NOT AVAILABLE WITHIN SAID SIXTY (60) DAY
PERIOD, THEN AS SOON THEREAFTER AS PRACTICABLE.
EACH PARTY SHALL MAKE SUCH
RECORDS REASONABLY AVAILABLE FOR INSPECTION BY THE OTHER PARTIES AS ARE
REASONABLE TO DEMONSTRATE THE ACCURACY OF ANY ADJUSTMENTS.
(D)
PETTY CASH.
ON THE CLOSING DATE, SELLER SHALL RETAIN ALL PETTY
CASH MAINTAINED BY ANY SELLER PARTY AT ANY FACILITY.
(E)
AMOUNTS UNDER RESIDENT AGREEMENTS.
SELLER SHALL ASSIGN TO
PURCHASER AT CLOSING ALL ACCOUNTS RELATED TO THE RESIDENT AGREEMENTS INCLUDING,
BUT NOT LIMITED TO, ALL SECURITY DEPOSIT ACCOUNTS, IF ANY, OR IF APPLICABLE
SHALL GIVE PURCHASER A CREDIT FOR ANY SUCH SECURITY DEPOSITS AT CLOSING.
PURCHASER SHALL RECEIVE A CREDIT FOR ANY RENT AND OTHER INCOME (I.E., INCLUDING
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ANY OTHER REVENUES, RECEIPTS AND ROYALTIES) COLLECTED BY SELLER BEFORE CLOSING
THAT APPLIES TO ANY PERIOD ON OR AFTER THE CLOSING DATE.
PURCHASER SHALL ALSO
RECEIVE A CREDIT FOR THE AMOUNT OF ANY UNEXPIRED FREE RENT OR OTHER LANDLORD
CONCESSIONS UNDER RESIDENT AGREEMENTS.
UNCOLLECTED RENT AND OTHER UNCOLLECTED
INCOME SHALL NOT BE PRORATED AT CLOSING.
SELLER SHALL PAY ALL LEASING
COMMISSIONS AND TENANT IMPROVEMENTS WITH RESPECT TO ANY AND ALL RESIDENT
AGREEMENTS AND OTHER AGREEMENTS FOR THE RENTAL OF SPACE ENTERED INTO PRIOR TO
THE EFFECTIVE DATE OR WITHOUT PURCHASER'S CONSENT.
SELLER AND PURCHASER SHALL
ALLOCATE THE PAYMENT OF LEASING COMMISSIONS AND TENANT IMPROVEMENTS BETWEEN THE
PARTIES (BUT ONLY TO THE EXTENT SUCH LEASING COMMISSIONS OR TENANT IMPROVEMENTS
HAVE BEEN APPROVED IN WRITING BY PURCHASER) WITH RESPECT TO LEASING COMMISSIONS
AND TENANT IMPROVEMENTS WHICH ARE AGREED TO PURSUANT TO AGREEMENTS ENTERED INTO
BY SELLER AFTER THE EFFECTIVE DATE BUT BEFORE THE CLOSING DATE AND WITH
PURCHASER'S WRITTEN CONSENT.
(F)
SURVIVAL.
THE PARTIES' OBLIGATIONS UNDER THIS SECTION 14 SHALL
SURVIVE THE CLOSING FOR A PERIOD OF ONE (1) YEAR (OR SUCH SHORTER PERIOD AS MAY
BE SPECIFIED HEREIN).
15.
SELLER COVENANTS. SELLER COVENANTS AND AGREES THAT COMMENCING ON
THE EFFECTIVE DATE AND THROUGH CLOSING AND AS A CONDITION THEREOF (THE "CONTRACT
PERIOD"):
(A)
OPERATION OF PROPERTY.
SELLER WILL AND WILL CAUSE THE APPLICABLE
SELLER PARTIES TO OPERATE AND MAINTAIN THE FACILITIES IN A FIRST CLASS AND
PROFESSIONAL MANNER.
WITHOUT LIMITING THE FOREGOING, SELLER WILL AND WILL CAUSE
THE SELLER PARTIES TO (I) TIMELY PAY AND PERFORM THEIR OBLIGATIONS IN ALL
MATERIAL RESPECTS UNDER THE RESIDENT AGREEMENTS AND ASSUMED CONTRACTS, (II) PAY
ALL POST-PETITION TAXES AS THEY COME DUE AND PAYABLE, (III) MAINTAIN INSURANCE
ON THE
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PROPERTY (IN AMOUNTS AND TYPES CONSISTENT WITH PAST PRACTICE), AND (IV) USE ITS
BEST EFFORTS TO PRESERVE ITS RELATIONSHIPS WITH RESIDENTS, SUPPLIERS AND OTHERS
HAVING BUSINESS DEALINGS WITH IT.
(B)
NEW AGREEMENTS.
SELLER WILL OR WILL CAUSE THE APPLICABLE SELLER