SHALL
BE DELIVERED BY SELLERS TO BUYER OR SELLERS MAY ELECT TO GIVE BUYER A CREDIT
AGAINST THE PURCHASE PRICE IN THE AMOUNT OF SUCH SECURITY DEPOSITS.
SELLERS
SHALL NOT APPLY SECURITY DEPOSITS FOR ANY TENANTS THAT ARE IN DEFAULT OF THEIR
LEASES FROM AND AFTER THE EFFECTIVE DATE UNTIL CLOSING, WITHOUT THE CONSENT OF
BUYER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR
DELAYED.
SELLERS SHALL REASONABLY COOPERATE, AT NO COST TO SELLER, WITH BUYER'S
EFFORTS TO CAUSE ANY SECURITY DEPOSITS IN THE FORM OF A LETTER OF CREDIT TO BE
ASSIGNED TO BUYER AT CLOSING, INCLUDING EXECUTING ANY TRANSFER REQUESTS.
PRIOR
TO THE TRANSFER OF ANY SUCH LETTERS OF CREDIT TO BUYER, SELLERS SHALL COOPERATE
WITH BUYER AND TAKE ANY ACTION REQUIRED BY BUYER RELATED TO THE LETTERS OF
CREDIT (INCLUDING EXECUTING ANY DRAW REQUESTS), PROVIDED THAT BUYER SHALL
INDEMNIFY SELLERS AGAINST ANY DAMAGES SELLERS MIGHT SUFFER AS A RESULT OF
FOLLOWING BUYER'S INSTRUCTIONS.
SECTION 6.7.
CAPITAL EXPENSES.
EXCEPT FOR THE CAPITAL EXPENSES FOR
THE PROJECTS IDENTIFIED ON EXHIBIT N ATTACHED HERETO, IF ANY, ALL CAPITAL
EXPENSES INCURRED BY SELLERS APPROVED BY BUYER IN ACCORDANCE WITH ARTICLE XV
HEREOF WITH RESPECT TO THE PROPERTIES BETWEEN THE EFFECTIVE DATE AND THE CLOSING
DATE THAT ARE TO BE DEPRECIATED UNDER GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
OVER A USEFUL LIFE WHICH EXTENDS BEYOND THE CLOSING DATE SHALL BE APPORTIONED
BETWEEN BUYER AND SELLERS BASED UPON THE PORTION OF THE USEFUL LIFE OF SUCH
ASSETS AS SO DETERMINED PRIOR TO AND FROM AND AFTER THE CLOSING DATE.
TO THE
EXTENT SELLERS RECOVER ANY SUCH CAPITAL EXPENDITURES FROM TENANTS PRIOR TO
23
THE CLOSING DATE, THE SAME SHALL BE APPORTIONED IN THE SAME MANNER AS SET FORTH
ABOVE.
AT CLOSING, SELLERS SHALL PROVIDE BUYER WITH ALL LIEN WAIVERS RECEIVED
PRIOR TO CLOSING WITH RESPECT TO WORK PAID FOR PRIOR TO CLOSING FOR THE PROJECTS
DESCRIBED ON EXHIBIT N HERETO.
SECTION 6.8.
TIMING.
THE PARTIES FURTHER AGREE TO MEET THREE (3)
BUSINESS DAYS PRIOR TO THE CLOSING DATE TO AGREE UPON THE APPORTIONMENTS IN
ACCORDANCE WITH THE TERMS HEREOF.
SECTION 6.9.
SURVIVAL.
THE PROVISIONS OF THIS ARTICLE VI SHALL
SURVIVE THE CLOSING UNTIL THE SURVIVAL DATE SET FORTH IN SECTION 24.9(A) HEREOF.
ARTICLE VII.
CONDITIONS TO CLOSING AND THE CLOSING.
SECTION 7.1.
CONDITIONS TO SELLERS' OBLIGATION TO SELL.
THE
OBLIGATIONS OF SELLERS TO CONSUMMATE THE TRANSACTION CONTEMPLATED HEREUNDER TO
OCCUR ON THE CLOSING DATE ARE EACH CONDITIONED ON THE FULFILLMENT OF EACH OF THE
FOLLOWING ON AND AS OF THE CLOSING DATE AS THE SAME MAY BE EXTENDED PURSUANT TO
SECTION 7.3 BELOW, PROVIDED THAT EACH SELLER, IN ITS SOLE DISCRETION, MAY WAIVE
ANY SUCH CONDITION AS TO ITS PARTICULAR PROPERTY:
(A)
THE DELIVERY TO SELLERS OF THE PURCHASE PRICE PRORATED AS PROVIDED HEREIN
PLUS THE PAYMENT BY BUYER TO THE APPROPRIATE PARTIES OF ANY CLOSING COSTS TO BE
PAID BY BUYER HEREUNDER; AND
(B)
ALL REPRESENTATIONS AND WARRANTIES OF BUYER CONTAINED IN THIS AGREEMENT
SHALL, IN ALL MATERIAL RESPECTS, BE TRUE AT