RESPONSIBLE.
ON THE CLOSING DATE, BUYER SHALL BE
ENTITLED TO RECEIVE A CREDIT AGAINST THE PURCHASE PRICE IN AN AMOUNT EQUAL TO
THE UNFUNDED VACANCY LEASING COSTS, IF ANY.
(E)
ATTACHED HERETO AS EXHIBIT Q IS A DESCRIPTION OF THE ADDITIONAL CREDITS TO
WHICH BUYER SHALL BE ENTITLED AT CLOSING (THE "BUYER'S ADDITIONAL CREDITS") TO
THE EXTENT SELLER HAS NOT PREVIOUSLY PAID THESE ITEMS PRIOR TO CLOSING.
(F)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT
SHALL BUYER BE ENTITLED TO RECEIVE AN AGGREGATE CREDIT AGAINST THE PURCHASE
PRICE PURSUANT TO SECTIONS 6.3(A), (B), (C), (D) AND (E) HEREOF IN EXCESS OF
***********, AND THE AMOUNT OF CREDIT TO WHICH BUYER IS ENTITLED PURSUANT TO
THIS SECTION 6.3 SHALL BE REDUCED BY ANY AMOUNTS APPLIED BY SELLERS TO THE
EXPENSES SET FORTH IN THIS SECTION 6.3.
THE CALCULATION OF THE AMOUNT OF THE
FORGOING MAXIMUM CREDIT WAS DETERMINED USING THE FORMULAS SET FORTH IN SECTIONS
6.3(B), (C) AND (D) ABOVE AND ASSUMES A CLOSING DATE AS OF JANUARY 1, 2006 (AS
ILLUSTRATED ON EXHIBITS K, EXHIBIT L AND EXHIBIT M HEREBY).
AT THE CLOSING, THE
22
CALCULATION OF THE ACTUAL CREDIT DUE PURSUANT SECTIONS 6.3(B), (C) AND (D)
HEREOF SHALL BE MADE BASED ON SUCH FORMULAS AND USING THE ACTUAL CLOSING DATE
HEREUNDER.
IF THE CLOSING DATE SHALL FALL ON A DATE OTHER THAN THE FIRST OF ANY
MONTH, THE RENT FOR SUCH MONTH SHALL BE PRORATED FOR THE PURPOSES OF DETERMINING
THE ACTUAL CREDIT.
AT CLOSING, SELLER AND PURCHASER SHALL ENTER INTO AN
AMENDMENT TO THIS AGREEMENT THAT REFLECTS THE ACTUAL PURCHASE PRICE, AS ADJUSTED
BY THE CREDITS SET FORTH IN SECTIONS 6.3(A), (B), (C), (D) AND (E) ABOVE (THE
"PURCHASE PRICE AMENDMENT").
SECTION 6.4.
REAPPORTIONMENT.
ANY ERRORS IN THE CALCULATION OF
APPORTIONMENTS SHALL BE CORRECTED OR ADJUSTED, AND PAID, AS SOON AS PRACTICABLE
(BUT NOT MORE OFTEN THAN MONTHLY) AFTER THE CLOSING DATE.
IF IT IS
IMPRACTICABLE TO APPORTION CERTAIN ITEMS HEREUNDER (INCLUDING, WITHOUT
LIMITATION, WATER AND SEWER CHARGES AND RENTS) BY THE CLOSING DATE, SUCH ITEMS
SHALL BE APPORTIONED, AND PAID, AS SOON AS PRACTICABLE AFTER THE CLOSING DATE.
SECTION 6.5.
MONTHLY STATEMENTS.
SO LONG AS AMOUNTS PAYABLE BY
TENANTS FOR PERIODS PRIOR TO THE CLOSING DATE REMAIN OUTSTANDING, OR ANY OTHER
AMOUNT THAT IS TO BE APPORTIONED BETWEEN BUYER AND SELLERS PURSUANT TO THIS
ARTICLE VI REMAINS SUBJECT TO APPORTIONMENT OR ADJUSTMENT, BUYER WILL PROVIDE
SELLERS WITH A MONTHLY REPORT OF PAYMENTS RECEIVED AND AMOUNTS PAID BY BUYER
WITH RESPECT TO THE APPLICABLE TENANTS AND CATEGORIES OF REVENUE AND EXPENSE.
BUYER SHALL NOT MODIFY OR AMEND ANY LEASE IN A MANNER THAT WILL DECREASE THE
AMOUNT PAYABLE TO SELLERS PURSUANT TO THIS ARTICLE VI.
SECTION 6.6.
SECURITY DEPOSITS.
ALL REFUNDABLE SECURITY DEPOSITS
UNDER LEASES NOT THERETOFORE APPLIED ON OR PRIOR TO THE CLOSING DATE BY SELLERS
AS LANDLORD IN ACCORDANCE WITH THE TERMS OF AN APPLICABLE LEASE, WITH INTEREST
THEREON TO THE EXTENT ANY INTEREST IS REQUIRED TO BE PAID TO SUCH TENANTS