BY PURCHASER OR AT PURCHASER'S REQUEST
AND ALL OTHER SIMILAR AMOUNTS.
SELLER SHALL PAY ITS SHARE OF PRORATED ITEMS.
ALL REFUNDABLE DEPOSITS UNDER THE RESIDENT AGREEMENTS, IF ANY, SHALL BE
TRANSFERRED TO PURCHASER AT THE CLOSING, OR SHALL BE CREDITED TO PURCHASER
AGAINST THE AMOUNT PAYABLE BY PURCHASER AT CLOSING, AT SELLER'S OPTION.
EACH
PARTY SHALL PAY ITS OWN ATTORNEYS' FEES.
TO THE EXTENT THAT TRANSFER TAX,
DOCUMENTARY STAMPS, RECORDATION TAX OR CHARGES OR TITLE PREMIUMS ARE CUSTOMARILY
PAID BY THE SELLER IN THE JURISDICTION WHERE A PROPERTY IS LOCATED, SUCH COST
SHALL BE PAID BY PURCHASER AS AFORESAID, BUT PURCHASER SHALL RECEIVE A CREDIT
AGAINST THE PURCHASE PRICE IN AN AMOUNT EQUAL TO SUCH COST.
PURCHASER WILL BE
ENTITLED TO DEDUCT AND WITHHOLD FROM ANY AMOUNTS OTHERWISE PAYABLE PURSUANT TO
THIS AGREEMENT TO ANY PERSON SUCH AMOUNTS AS REQUIRED UNDER THE REVENUE CODE OR
ANY OTHER PROVISION OF TAX LAW.
TO THE EXTENT THAT AMOUNTS ARE SO WITHHELD,
SUCH WITHHELD AMOUNTS WILL BE TREATED FOR ALL PURPOSES HEREOF AS HAVING BEEN
PAID TO SUCH PERSON IN RESPECT OF WHICH SUCH DEDUCTION AND WITHHOLDING WAS MADE.
(C)
RESIDENT AGREEMENTS, ASSUMED CONTRACTS AND RECORDS.
SELLER SHALL
DELIVER TO PURCHASER OUTSIDE OF ESCROW AT CLOSING ORIGINALS OF ALL (I) THE
RESIDENT AGREEMENTS, (II) ASSUMED CONTRACTS, (III) PERSONNEL AND EMPLOYMENT
RECORDS THAT RELATE TO FORMER OR CURRENT FACILITY EMPLOYEES, (IV) RECORDS
RELATING TO THE PERSONAL, MEDICAL, SOCIAL, AND FINANCIAL STATUS OF EACH
RESIDENT, INCLUDING BUT NOT LIMITED TO, ADMISSION APPLICATIONS, MULTIPLE DATA
SET (MDS)
26
EVALUATIONS, CARE PLANS, MEDICAL RECORDS, AND OTHER RESIDENT SPECIFIC DATA
REQUIRED TO BE KEPT BY LICENSING AND CERTIFICATION AUTHORITIES, AND (V) ANY
OTHER RECORDS PERTAINING TO ANY FACILITY.
SUBJECT TO THE TERMS OF THIS
AGREEMENT AND APPLICABLE LAW, PURCHASER WILL MAKE SUCH DOCUMENTATION AVAILABLE
TO SELLER AT THE PROPERTY, UPON REQUEST, IF A SELLER PARTY NEEDS SUCH IN
CONNECTION WITH CLAIMS OR LITIGATION RELATED TO PERIODS PRIOR TO THE CLOSING.
NOTWITHSTANDING THE FOREGOING, NO SELLER PARTY SHALL BE REQUIRED TO PROVIDE
DOCUMENTS THAT CONSTITUTE EXCLUDED ASSETS.
(D)
TITLE POLICY.
PURCHASER'S OBLIGATION TO PROCEED TO CLOSING SHALL
BE CONDITIONED UPON RECEIPT OF A NATIONAL TITLE INSURANCE COMPANY'S IRREVOCABLE
COMMITMENT TO ISSUE ONE OR MORE ALTA OWNER'S TITLE INSURANCE POLICIES TO
PURCHASER, INSURING TITLE TO THE REAL PROPERTY IS VESTED IN PURCHASER, SUBJECT
ONLY TO THE PERMITTED EXCEPTIONS, WITH SUCH ENDORSEMENTS AS SHALL BE REASONABLY
REQUIRED BY THE PURCHASER, AND WITHOUT STANDARD EXCEPTIONS FOR MECHANICS' LIENS
OR PARTIES IN POSSESSION (OTHER THAN RESIDENTS UNDER RESIDENT AGREEMENT).
FOR
PURPOSES OF THE PRECEDING SENTENCE, "PERMITTED EXCEPTIONS"
SHALL MEAN,
COLLECTIVELY, (I) LIENS FOR REAL ESTATE TAXES OR ASSESSMENTS NOT YET DUE AND
PAYABLE OR DUE AND PAYABLE BUT NOT YET DELINQUENT AND (II) SUCH OTHER NON
MONETARY ENCUMBRANCES WITH RESPECT TO THE PROPERTY AS WOULD NOT REASONABLY BE
EXPECTED TO UNREASONABLY INTERFERE WITH OR IMPAIR THE CURRENT OR FUTURE USE,
MARKETABILITY OR VALUE OF ANY FACILITY.
IF THE CONDITION TO CLOSING SET FORTH
IN THIS PARAGRAPH 13(D) IS NOT SATISFIED ON OR