to the Purchaser.
Section 8.3.
Purchaser's Deliveries.
At the Closing, the Purchaser
shall deliver to the Escrow Agent the following items:
(A)
IMMEDIATELY AVAILABLE FEDERAL FUNDS SUFFICIENT TO PAY THE PURCHASE
PRICE (LESS THE DEPOSIT AND THE AGGREGATE OUTSTANDING ASSUMED INDEBTEDNESS) AND
THE PURCHASER'S SHARE OF ALL ESCROW COSTS AND CLOSING EXPENSES.
(B)
AN ASSIGNMENT AND ASSUMPTION OF LEASE DOCUMENTS FOR EACH PROPERTY,
EXECUTED BY THE PURCHASER.
(C)
AN ASSIGNMENT AND ASSUMPTION OF PERMITS, CONTRACTS AND CLAIMS
EXECUTED BY THE PURCHASER.
(D)
A HARWICH ESCROW ASSIGNMENT, EXECUTED BY THE PURCHASER.
(E)
THE FINANCING ASSIGNMENT AND ASSUMPTION DOCUMENTS, EXECUTED BY THE
PURCHASER.
(F)
THE CLOSING STATEMENT, EXECUTED BY THE PURCHASER.
(G)
SUCH ADDITIONAL DOCUMENTS TO BE EXECUTED BY THE PURCHASER AS MAY
BE REASONABLY REQUESTED BY THE SELLERS IN ORDER TO EFFECTUATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
75
(H)
THE PURCHASER'S CLOSING CERTIFICATION, CERTIFYING THAT, SUBJECT TO
SECTION 7.1, ALL OF THE REPRESENTATIONS AND WARRANTIES MADE BY THE PURCHASER IN
THIS AGREEMENT ARE TRUE AND CORRECT AS OF THE CLOSING DATE.
(I)
A CERTIFICATION OF THE INFORMATION NECESSARY TO COMPLETE AND FILE
WITH THE INTERNAL REVENUE SERVICE A FORM 1099-S IN CONNECTION WITH THE
CONVEYANCE OF THE PROPERTIES.
(J)
COPIES OF THE PURCHASER'S ORGANIZATIONAL DOCUMENTS.
(K)
EVIDENCE OF THE PURCHASER'S AUTHORITY TO EXECUTE AND DELIVER THE
PURCHASER'S DOCUMENTS.
(L)
CERTIFICATES OF LEGAL EXISTENCE AND GOOD STANDING RELATING TO THE
PURCHASER FROM THE STATE OF THE PURCHASER'S FORMATION.
Section 8.4.
Costs and Prorations.
(A)
GENERAL.
ALL ITEMS OF ACCRUED OR PREPAID INCOME AND REVENUE
CUSTOMARILY PRORATED UPON THE TRANSFER OF RETAIL SHOPPING CENTERS, INCLUDING,
WITHOUT LIMITATION, COLLECTED RENTS FOR THE THEN CURRENT PERIOD, COMMON AREA
MAINTENANCE CHARGES AND EXPENSES, UTILITY CHARGES, SERVICE CHARGES, TAX CHARGES,
CONDOMINIUM COMMON CHARGES AND ASSESSMENTS, IF ANY, AND ALL OTHER INCIDENTAL
EXPENSES AND CHARGES PAID BY TENANTS UNDER THE LEASES, IN EACH CASE TO THE
EXTENT COLLECTED FOR THE CURRENT PERIOD AND ANY FUTURE PERIODS, SHALL BE
PRORATED AND ADJUSTED ON AN ACCRUAL BASIS AS OF THE CLOSING DATE ON THE BASIS OF
THE MOST RECENTLY ASCERTAINABLE INFORMATION IN RESPECT OF EACH SUCH ITEM OF
INCOME OR EXPENSE, AND THE NET AMOUNT THEREOF SHALL BE ADDED TO OR SUBTRACTED
FROM THE PURCHASE PRICE, AS THE CASE MAY BE.
FOR PURPOSES OF THE PRORATIONS AND
ADJUSTMENTS TO BE MADE PURSUANT TO THIS SECTION 8.4, THE PURCHASER SHALL BE
DEEMED TO OWN EACH PROPERTY AND THEREFORE BE ENTITLED TO ANY REVENUES AND BE
RESPONSIBLE FOR ANY EXPENSES FOR THE ENTIRE DAY UPON WHICH THE CLOSING IS
COMPLETED.
ALL PRORATIONS SHALL BE MADE ON THE BASIS OF THE ACTUAL NUMBER OF
DAYS OF THE MONTH WHICH SHALL HAVE ELAPSED AS OF THE CLOSING DATE AND BASED UPON
THE ACTUAL NUMBER OF DAYS IN THAT MONTH AND A THREE HUNDRED SIXTY-FIVE (365) DAY
YEAR.
THE SELLERS AND THE PURCHASER SHALL JOINTLY PREPARE A SCHEDULE OF
PRORATIONS AND ADJUSTMENTS (THE "CLOSING STATEMENT") TO BE EXECUTED ON THE
CLOSING DATE.
THE SELLERS AND THE PURCHASER SHALL ENDEAVOR TO PREPARE AN
INITIAL DRAFT OF