ASSUMPTION EXTENSION RIGHT, THEN THE CLOSING DATE
SHALL AUTOMATICALLY BE EXTENDED TO THE EARLIER TO OCCUR OF (X) THE DATE WHICH IS
FIFTEEN (15) DAYS AFTER RECEIPT OF LENDER'S APPROVAL OF THE LOAN ASSUMPTION AND
RELEASE AND (Y) THE DATE WHICH IS SEVENTY-FIVE (75) DAYS AFTER THE EFFECTIVE
DATE.
PURCHASER SHALL PROVIDE SELLER WITH WRITTEN NOTICE OF LENDER'S APPROVAL
OF THE LOAN ASSUMPTION AND RELEASE NO LATER THAN TWO (2) DAYS AFTER PURCHASER'S
RECEIPT OF SUCH APPROVAL.
5.1.3
PURCHASER SHALL HAVE THE ONE-TIME RIGHT, BY DELIVERING WRITTEN
NOTICE ("PURCHASER'S ADJOURNMENT NOTICE") TO SELLER NOT LATER THAN FIVE (5) DAYS
PRIOR TO THE THEN SCHEDULED CLOSING DATE, TO ADJOURN THE CLOSING DATE TO A
BUSINESS DAY NOT LATER THAN 30 DAYS FOLLOWING THE THEN SCHEDULED CLOSING DATE
(I.E., THE CLOSING DATE THEN IN EFFECT, TAKING INTO ACCOUNT ANY PRIOR EXTENSION
OF THE CLOSING DATE PURSUANT TO SECTION 5.1.2 ABOVE), PROVIDED THAT PURCHASER
SHALL, CONCURRENTLY WITH THE DELIVERY OF PURCHASER'S ADJOURNMENT NOTICE, DELIVER
TO ESCROW AGENT AN ADDITIONAL DEPOSIT OF $100,000.00 (THE "ADJOURNMENT
DEPOSIT").
THE ADJOURNMENT DEPOSIT SHALL BE DEEMED PART OF THE DEPOSIT AND
SHALL BE ALLOCATED EQUALLY TO EACH PROPERTY AND APPLIED TOWARDS THE PURCHASE
PRICE FOR EACH RESPECTIVE PROPERTY.
5.2
SELLER CLOSING DELIVERIES.
No later than 1 Business Day prior to the Closing Date, each Seller shall,
with respect to each Property to be conveyed by such Seller hereunder, deliver
to Escrow Agent, each of the following items:
5.2.1
SPECIAL WARRANTY DEED (THE "DEED") IN THE FORM ATTACHED AS
EXHIBIT B TO PURCHASER, SUBJECT TO THE PERMITTED EXCEPTIONS.
5.2.2
A BILL OF SALE IN THE FORM ATTACHED AS EXHIBIT C.
5.2.3
A GENERAL ASSIGNMENT IN THE FORM ATTACHED AS EXHIBIT D (THE
"GENERAL ASSIGNMENT").
5.2.4
AN ASSIGNMENT OF LEASES AND SECURITY DEPOSITS IN THE FORM
ATTACHED AS EXHIBIT E (THE "LEASES ASSIGNMENT").
5.2.5
THE VENDOR TERMINATIONS, FORMS OF WHICH HAVE BEEN DELIVERED TO
SELLER PRIOR TO THE EXPIRATION OF THE FEASIBILITY PERIOD, EXECUTED BY SELLER.
PURCHASER SHALL BE RESPONSIBLE FOR DELIVERING THE VENDOR TERMINATIONS TO THE
VENDORS PROMPTLY AFTER THE CLOSING.
5.2.6
THE APPLICABLE SELLER'S CLOSING STATEMENT.
5.2.7
A TITLE AFFIDAVIT OR AN INDEMNITY FORM REASONABLY ACCEPTABLE TO
SUCH SELLER, 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.
5.2.8
A CERTIFICATION OF SUCH SELLER'S NON-FOREIGN STATUS PURSUANT TO
SECTION 1445 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
5.2.9
RESOLUTIONS, CERTIFICATES OF GOOD STANDING, AND SUCH OTHER
ORGANIZATIONAL DOCUMENTS AS TITLE INSURER SHALL REASONABLY REQUIRE EVIDENCING
SUCH SELLER'S AUTHORITY TO CONSUMMATE THIS TRANSACTION.
5.2.10
UPDATED RENT ROLLS FROM EACH SELLER EFFECTIVE AS OF A DATE NO MORE
THAN 3 BUSINESS DAYS PRIOR TO THE CLOSING DATE; PROVIDED, HOWEVER, THAT THE
CONTENT OF SUCH UPDATED RENT ROLLS SHALL IN NO EVENT EXPAND OR MODIFY THE
CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE AS SPECIFIED UNDER SECTION 8.1.
5.2.11
UPDATED PROPERTY CONTRACTS LISTS FROM EACH SELLER EFFECTIVE AS OF
A DATE NO MORE