SECTION 6.3(A), THE SCHEDULED CLOSING DATE SHALL BE
ADJOURNED TO NO LATER THAN NOVEMBER 15, 2003 (THE "OUTSIDE CLOSING DATE).
IF
THE CLOSING DOES NOT OCCUR BY THE OUTSIDE CLOSING DATE, THIS AGREEMENT SHALL
AUTOMATICALLY TERMINATE AND SHALL BE OF NO FURTHER FORCE AND EFFECT, WHEREUPON
(X) THE EARNEST MONEY DEPOSIT SHALL BE RETURNED TO PURCHASER, UNLESS THE FAILURE
OF THE CLOSING TO OCCUR BY THE OUTSIDE CLOSING DATE IS DUE TO A DEFAULT BY
EITHER PARTY, IN WHICH EVENT THE PROVISIONS OF ARTICLE XIII SHALL APPLY, AND
(Y) NEITHER PARTY HERETO SHALL HAVE ANY FURTHER RIGHTS UNDER THIS AGREEMENT
OTHER THAN WITH RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS.
AT CLOSING,
THE EVENTS SET FORTH IN THIS ARTICLE X WILL OCCUR, IT BEING UNDERSTOOD THAT THE
PERFORMANCE OR TENDER OF PERFORMANCE OF ALL MATTERS SET FORTH IN THIS ARTICLE X
ARE MUTUALLY CONCURRENT CONDITIONS WHICH MAY BE WAIVED BY THE PARTY FOR WHOSE
BENEFIT THEY ARE INTENDED.
THE ACCEPTANCE OF THE LLC ASSIGNMENT AND ASSUMPTION
BY PURCHASER SHALL BE DEEMED TO BE FULL PERFORMANCE AND DISCHARGE OF EACH AND
EVERY AGREEMENT AND OBLIGATION ON THE PART OF SELLER TO BE PERFORMED HEREUNDER,
OTHER THAN THE CLOSING SURVIVING OBLIGATIONS.
THE ACCEPTANCE OF THE PURCHASE
PRICE BY SELLER SHALL BE DEEMED TO BE FULL PERFORMANCE AND DISCHARGE OF EACH AND
EVERY AGREEMENT AND OBLIGATION ON THE PART OF THE PURCHASER TO BE PERFORMED
HEREUNDER, OTHER THAN THE CLOSING SURVIVING OBLIGATIONS.
THE PARTIES AGREE TO
PROVIDE ALL OF THE DOCUMENTS REQUIRED UNDER SECTIONS 10.2 AND 10.3 TO THE ESCROW
AGENT, IN ESCROW, AT LEAST ONE DAY PRIOR TO THE SCHEDULED CLOSING DATE.
SECTION 10.2
PURCHASER'S CLOSING OBLIGATIONS.
ON THE SCHEDULED
CLOSING DATE, PURCHASER, AT ITS SOLE COST AND EXPENSE, WILL DELIVER (OR CAUSE TO
BE DELIVERED) THE FOLLOWING ITEMS TO SELLER AT CLOSING AS PROVIDED HEREIN
(UNLESS THE DELIVERY THEREOF SHALL HAVE BEEN WAIVED IN WRITING BY SELLER):
(A)
THE PURCHASE PRICE, AFTER ALL ADJUSTMENTS ARE MADE AS HEREIN
PROVIDED (INCLUDING, WITHOUT LIMITATION, A CREDIT AGAINST THE PURCHASE PRICE IN
THE AMOUNT OF THE EARNEST MONEY DEPOSIT), BY FEDERAL RESERVE WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS, IN ACCORDANCE WITH THE TIMING AND OTHER
REQUIREMENTS OF SECTION 3.2;
41
(B)
DOCUMENTS EVIDENCING THE AUTHORITY OF PURCHASER TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
EVIDENCE THAT THE PERSON EXECUTING THE LLC ASSIGNMENT AND ASSUMPTION ON BEHALF
OF PURCHASER HAS FULL RIGHT, POWER AND AUTHORITY TO DO SO;
(C)
A COUNTERPART ORIGINAL OF THE LLC ASSIGNMENT AND ASSUMPTION, DULY
EXECUTED BY PURCHASER;
(D)
WRITTEN NOTICE EXECUTED BY PURCHASER AND ADDRESSED AND DELIVERED
TO SCHWAB BY PURCHASER IN ACCORDANCE WITH SECTION 10.6 HEREIN, (I) ACKNOWLEDGING
THE SALE OF SELLER'S LLC INTEREST TO PURCHASER, (II) INDICATING THAT RENT SHOULD
THEREAFTER BE PAID IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH THEREIN, AND
(III) PROVIDING A REVISED ADDRESS FOR NOTICE PURPOSES UNDER THE SCHWAB LEASE
(THE "TENANT NOTICE LETTER"), IN THE FORM ANNEXED HERETO AS EXHIBIT 10.2(D);
(E)
A COUNTERPART ORIGINAL OF THE CLOSING STATEMENT,