SUCH SELLER SHALL REMAIN RESPONSIBLE FOR PAYMENTS
UNDER THE UTILITY CONTRACT.
5.4.12
POSSESSION.
POSSESSION OF EACH PROPERTY, SUBJECT TO THE LEASES,
PROPERTY CONTRACTS, OTHER THAN TERMINATED CONTRACTS, AND PERMITTED EXCEPTIONS,
SHALL BE DELIVERED TO PURCHASER AT THE CLOSING UPON RELEASE FROM ESCROW OF ALL
ITEMS TO BE DELIVERED BY PURCHASER PURSUANT TO SECTION 5.3.
TO THE EXTENT
REASONABLY AVAILABLE TO EACH SELLER, ORIGINALS OR COPIES OF ITS LEASES AND
PROPERTY CONTRACTS, LEASE FILES, WARRANTIES, GUARANTIES, OPERATING MANUALS, KEYS
TO THE PROPERTY, AND SUCH SELLER'S BOOKS AND RECORDS RELATING TO ITS PROPERTY TO
BE CONVEYED BY SUCH SELLER (OTHER THAN PROPRIETARY INFORMATION) (COLLECTIVELY,
"SELLER'S PROPERTY-RELATED FILES AND RECORDS") REGARDING THE APPLICABLE PROPERTY
SHALL BE MADE AVAILABLE TO PURCHASER AT SUCH PROPERTY IMMEDIATELY AFTER THE
CLOSING.
PURCHASER AGREES, FOR A PERIOD OF NOT LESS THAN 3 YEARS AFTER THE
CLOSING (THE "RECORDS HOLD PERIOD"), TO (A) PROVIDE AND ALLOW THE APPLICABLE
SELLER REASONABLE ACCESS TO SELLER'S PROPERTY-RELATED FILES AND RECORDS FOR
PURPOSES OF INSPECTION AND COPYING THEREOF, AND (B) REASONABLY MAINTAIN AND
PRESERVE SELLER'S PROPERTY-RELATED FILES AND RECORDS.
DURING THE 12 MONTH
PERIOD IMMEDIATELY FOLLOWING THE EXPIRATION OF THE RECORDS HOLD PERIOD (THE
"EXTENDED HOLD PERIOD"), IF PURCHASER DESIRES TO DISPOSE OF ANY SELLER'S
PROPERTY-RELATED FILES AND RECORDS, PURCHASER MUST FIRST PROVIDE THE APPLICABLE
SELLER PRIOR WRITTEN NOTICE (THE "RECORDS DISPOSAL NOTICE").
SUCH SELLER SHALL
HAVE A PERIOD OF 30 DAYS AFTER RECEIPT OF THE RECORDS DISPOSAL NOTICE TO ENTER
THE APPLICABLE PROPERTY (OR SUCH OTHER LOCATION WHERE SUCH RECORDS ARE THEN
STORED), UPON REASONABLE NOTICE TO PURCHASER, AND REMOVE OR COPY THOSE OF
SELLER'S PROPERTY-RELATED FILES AND RECORDS THAT SUCH SELLER DESIRES TO RETAIN.
FOLLOWING THE EXPIRATION OF THE EXTENDED HOLD PERIOD, PURCHASER MAY DISPOSE OF
SELLERS' PROPERTY RELATED FILES AND RECORDS WITHOUT A RECORDS DISPOSAL NOTICE OR
ANY OTHER PRIOR NOTICE TO SELLERS.
5.5
POST CLOSING ADJUSTMENTS
Purchaser or a Seller may request that Purchaser and such Seller undertake to
re-adjust any item on the Proration Schedule (or any item omitted therefrom),
with the exception of real property taxes which shall be final and not subject
to readjustment, in accordance with the provisions of Section 5.4 of this
Contract; provided, however, that neither party shall have any obligation to
re-adjust any items for any Property (a) after the expiration of 60 days after
Closing, or (b) subject to such 60-day period, unless such items exceed
$5,000.00 in the aggregate with respect to such Property.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER
6.1
SELLER'S REPRESENTATIONS
Except, in all cases, for any fact, information or condition disclosed in the
Title Documents, the Permitted Exceptions, the Property Contracts, or the
Materials, or which is otherwise known by Purchaser prior to the Closing, each
Seller, individually and severally with respect only to itself and its Property,
represents and warrants to Purchaser the following (collectively, the "Seller's
Representations") as of the Effective Date and as of the Closing Date; provided
that Purchaser's remedies if any such Seller's Representations are untrue as of
the