THE CLOSING DATE ALL OF THE ORIGINAL LEASES AND SERVICE CONTRACTS, AND
WARRANTIES, ALL CORRESPONDENCE AND WORKING FILES MAINTAINED BY THE PROPERTY
MANAGER RELATING TO THE PROPERTY, AND, TO THE EXTENT AVAILABLE AND IN SELLER'S
POSSESSION, ORIGINALS AND/OR COPIES OF ALL PLANS AND SPECIFICATIONS, CONTRACTS,
LICENSES, PERMITS, KEYS, ACCESS CARDS AND TANGIBLE PERSONAL PROPERTY PERTAINING
TO THE PROPERTY, AT THE RESPECTIVE PROPERTY.
4.2
PURCHASER'S CLOSING DELIVERIES.
AT CLOSING, PURCHASER SHALL
EXECUTE (AS NECESSARY) AND DELIVER TO SELLER (EITHER THROUGH ESCROW OR AS
OTHERWISE PROVIDED BELOW) EACH OF THE FOLLOWING ITEMS: (I) THE CASH BALANCE
DESCRIBED IN SECTION 2.2; (II) TWO (2) EXECUTED COUNTERPARTS OF THE BILL OF SALE
AND ASSIGNMENT, THE JOINT CLOSING STATEMENT, THE MASTER LEASE AND THE ESCROW
AGENT'S CLOSING STATEMENT; (III) THE TRANSFER DOCUMENTS (IF ANY); AND (IV) SUCH
EVIDENCE OF PURCHASER'S POWER AND AUTHORITY AS SELLER OR TITLE INSURER MAY
REASONABLY REQUEST.
4.3
CLOSING PRORATIONS AND ADJUSTMENTS.
THE PROVISIONS OF THIS
SECTION 4.3 SHALL SURVIVE THE CLOSING.
SELLER SHALL PREPARE A STATEMENT OF THE
PRORATIONS AND ADJUSTMENTS REQUIRED BY THIS AGREEMENT (THE "JOINT CLOSING
STATEMENT") AND SUBMIT IT TO PURCHASER FOR APPROVAL AT LEAST FIVE (5) BUSINESS
DAYS PRIOR TO THE CLOSING DATE.
THE ITEMS LISTED BELOW ARE TO BE EQUITABLY
PRORATED OR ADJUSTED AS OF THE CLOSE OF BUSINESS ON THE CLOSING DATE, IT BEING
UNDERSTOOD THAT, FOR PURPOSES OF PRORATIONS AND ADJUSTMENTS, SELLER SHALL BE
DEEMED THE OWNER OF THE PROPERTY ON THE DAY IMMEDIATELY PRECEDING THE CLOSING
DATE AND PURCHASER SHALL BE DEEMED THE OWNER OF THE PROPERTY AS OF THE DAY OF
THE CLOSING DATE.
4.3.1
TAXES.
REAL ESTATE AND PERSONAL PROPERTY TAXES AND ASSESSMENTS
SHALL BE PRORATED FOR THE PERIOD FOR WHICH SUCH TAXES AND ASSESSMENTS ARE
PAYABLE, REGARDLESS OF THE PERIOD FOR WHICH ASSESSED, ON THE BASIS OF THE NUMBER
OF DAYS IN SUCH PERIOD THE PROPERTY WILL HAVE BEEN OWNED BY SELLER AND
PURCHASER.
IF THE CURRENT TAX BILL IS NOT AVAILABLE AT CLOSING, THEN THE
PRORATION SHALL BE MADE ON THE
4
BASIS OF THE MOST RECENT ASCERTAINABLE TAX BILL.
ANY TAXES PAID AT OR PRIOR TO
CLOSING SHALL BE PRORATED BASED UPON THE AMOUNTS ACTUALLY PAID.
IF TAXES AND
ASSESSMENTS FOR THE FISCAL YEAR IN WHICH CLOSING OCCURS HAVE BEEN DETERMINED BUT
HAVE NOT BEEN PAID BEFORE CLOSING, SELLER SHALL BE CHARGED AND PURCHASER
CREDITED AT CLOSING WITH AN AMOUNT EQUAL TO THAT PORTION OF SUCH TAXES AND
ASSESSMENTS WHICH RELATES TO THE PERIOD BEFORE THE DATE OF CLOSING, AND
PURCHASER SHALL PAY THE TAXES AND ASSESSMENTS PRIOR TO THE SAME BECOMING
DELINQUENT.
4.3.2
RENT.
THE "MINIMUM" OR "BASE" RENT PAYABLE BY TENANTS UNDER THE
LEASES FOR THE CALENDAR MONTH IN WHICH THE CLOSING OCCURS SHALL BE PRORATED ON
THE BASIS OF THE NUMBER OF DAYS OF SUCH MONTH THE PROPERTY WILL HAVE BEEN OWNED
BY PURCHASER AND SELLER, RESPECTIVELY.
HOWEVER, THERE SHALL BE NO PRORATION OF
ANY SUCH RENT WHICH IS DELINQUENT AS OF THE CLOSING DATE.
RATHER, PURCHASER
SHALL CAUSE ANY SUCH DELINQUENT RENT