IN THE COUNTY IN WHICH THE PROPERTY IS LOCATED.
TO THE EXTENT THAT THE PARTIES ARE REQUIRED TO ALLOCATE THE PURCHASE PRICE AMONG
PROJECTS FOR PURPOSES OF CALCULATING TRANSFER TAXES, THE PARTIES SHALL UTILIZE
THE ALLOCATED VALUES DETERMINED BY BUYER, EXCEPT AS OTHERWISE
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PREVIOUSLY AGREED BETWEEN SELLER AND BUYER (AND CONFIRMED VIA E-MAIL
COMMUNICATION BETWEEN THE PARTIES) WITH RESPECT TO CERTAIN OF THE PROJECTS AND
THE ALLOCATED VALUES ASSIGNED THERETO.
(I)
SUCH FURTHER INSTRUCTIONS, DOCUMENTS AND INFORMATION, INCLUDING,
BUT NOT LIMITED TO A FORM 1099-S, AS BUYER OR TITLE INSURER MAY REASONABLY
REQUEST AS NECESSARY TO CONSUMMATE THE PURCHASE AND SALE CONTEMPLATED BY THIS
AGREEMENT.
(J)
A NOTICE TO SEND TO ALL TENANTS SUBSTANTIALLY IN THE FORM
ATTACHED HERETO AS EXHIBIT H ("TENANT NOTICE LETTERS").
(K)
A NOTICE TO SEND TO ALL VENDORS SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT L.
(L)
ALL TENANT ESTOPPEL CERTIFICATES RECEIVED FROM TENANTS.
(M)
THE SELLER ESTOPPEL CERTIFICATE, IF APPLICABLE.
(N)
A CURRENT RENT ROLL IN THE SAME SUBSTANTIVE FORMAT AS SET FORTH IN
THE SAMPLE RENT ROLL ATTACHED HERETO AS EXHIBIT U, BUT PREPARED WITHIN FIVE (5)
DAYS OF THE CLOSING DATE AND CERTIFIED BY SELLER TO BE TRUE, CORRECT AND
COMPLETE, IN ALL MATERIAL RESPECTS.
10.3
BUYER DELIVERIES.
BUYER SHALL DELIVER TO SELLER OR ESCROW AGENT
AT CLOSING THE FOLLOWING:
(A)
THE PURCHASE PRICE IN IMMEDIATELY AVAILABLE FUNDS, SUBJECT TO THE
PRORATIONS PROVIDED FOR IN THIS AGREEMENT.
(B)
COUNTERPART ORIGINALS DULY EXECUTED (AND WITNESSED AND/OR
NOTARIZED AS NECESSARY) BY BUYER OF THE ASSIGNMENT AND THE CLOSING STATEMENT.
(C)
SUCH TRANSFER TAX, CERTIFICATE OF VALUE OR OTHER SIMILAR DOCUMENTS
CUSTOMARILY REQUIRED OF PURCHASERS IN THE COUNTY IN WHICH THE PROPERTY IS
LOCATED.
(D)
SUCH OTHER DOCUMENTS OR INSTRUMENTS THAT ARE REASONABLY NECESSARY
TO CONSUMMATE THE CLOSING.
10.4
PROPERTY DELIVERIES.
ON THE CLOSING DATE (OR ANY LATER DATE UPON
WHICH THE PARTIES AGREE), SELLER SHALL DELIVER TO A LOCATION (UPON WHICH SELLER
AND BUYER MUTUALLY AGREE) IN EACH CITY WHERE THE PROPERTY IS LOCATED:
THE
ORIGINAL LEASES; ORIGINAL GUARANTIES; ORIGINAL SERVICE CONTRACTS (EXCEPT WITH
RESPECT TO THOSE THAT BUYER TIMELY ELECTS NOT TO ASSUME); COMPLETE AND ORIGINAL
TENANT LEASE FILES; AND, TO THE EXTENT IN SELLER'S POSSESSION OR CONTROL:
CERTIFICATES OF OCCUPANCY, PLANS AND SPECIFICATIONS, AND KEYS FOR THE PROPERTY.
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SECTION 11.
DEFAULT AND REMEDIES.
11.1
BUYER'S DEFAULT.
IN THE EVENT OF A DEFAULT BY BUYER UNDER THE
TERMS OF THIS AGREEMENT, THE ESCROW AGENT SHALL DISBURSE THE EARNEST MONEY TO
SELLER, AND SELLER SHALL, AS ITS SOLE AND EXCLUSIVE REMEDY, HAVE THE RIGHT TO
RETAIN THE EARNEST MONEY FOR SUCH DEFAULT OF BUYER, WHEREUPON THIS AGREEMENT
SHALL TERMINATE AND THE PARTIES SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS
HEREUNDER, EXCEPT FOR THOSE WHICH EXPRESSLY SURVIVE ANY SUCH TERMINATION.
IT IS
HEREBY AGREED THAT SELLER'S DAMAGES IN THE EVENT OF A DEFAULT BY BUYER HEREUNDER
ARE UNCERTAIN AND DIFFICULT TO ASCERTAIN, AND THAT THE EARNEST MONEY CONSTITUTES
A REASONABLE LIQUIDATION OF SUCH DAMAGES AND IS INTENDED NOT AS A