MANAGER) COPIES OF AS-BUILT PLANS AND SPECIFICATIONS FOR THE
IMPROVEMENTS AT THE PREMISES, PERMITS, LICENSES AND OTHER AGREEMENTS AND
APPROVALS RELATING TO THE MAINTENANCE AND OPERATION OF THE PROPERTY.
(X)
CLOSING STATEMENT.
A PRELIMINARY CLOSING
STATEMENT, MUTUALLY ACCEPTABLE TO BUYER AND SELLER, PREPARED IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT.
(XI)
OWNER'S AFFIDAVIT.
IF REQUESTED BY THE
TITLE COMPANY, AN OWNER'S AFFIDAVIT IN CUSTOMARY FORM REASONABLY ACCEPTABLE TO
THE SELLER.
Location at the Premises on the date of Closing of any of the materials referred
to in clauses (vii), (viii), and (ix) of this subparagraph (a) shall be deemed
delivery to Buyer.
(B)
BUYER'S DELIVERIES.
ON THE CLOSING DATE,
BUYER WILL DELIVER TO SELLER OR, AT SELLER'S DIRECTION, TO THE TITLE COMPANY,
THE FOLLOWING:
(I)
GENERAL ASSIGNMENT AND ASSUMPTION
AGREEMENT.
A SIGNED COUNTERPART OF THE GENERAL ASSIGNMENT AND ASSUMPTION
AGREEMENT.
(II)
BILL OF SALE.
A SIGNED COUNTERPART OF THE
BILL OF SALE.
(III)
AUTHORITY DOCUMENTS.
AN AUTHORIZING
RESOLUTION AND AN INCUMBENCY CERTIFICATE, AND SUCH OTHER DOCUMENTS AS MAY BE
REASONABLY NECESSARY TO EVIDENCE THE AUTHORITY AND CAPACITY OF BUYER AND THE
AUTHORITY OF THE SIGNATORY FOR BUYER.
(IV)
CLOSING STATEMENT.
A PRELIMINARY CLOSING
STATEMENT, MUTUALLY ACCEPTABLE TO BUYER AND SELLER, PREPARED IN ACCORDANCE WITH
THIS AGREEMENT.
(V)
OTHER DOCUMENTS.
ANY OTHER DOCUMENTS
(A) WHICH BUYER IS OBLIGATED TO DELIVER TO SELLER PURSUANT TO THIS AGREEMENT,
(B) THAT MAY BE REQUESTED BY THE TITLE COMPANY IN ORDER TO ISSUE THE TITLE
POLICY AND/OR (C) THAT ARE NECESSARY IN ORDER TO EFFECTUATE THE TRANSFER OF THE
PREMISES AS CONTEMPLATED BY THIS AGREEMENT (X) IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT OR (Y) PURSUANT TO ANY APPLICABLE LAW, RULE OR REGULATION.
14.
DEFAULT.
(A)
BUYER
DEFAULT.
IF BUYER BREACHES OR FAILS TO
PERFORM ITS OBLIGATION TO PURCHASE THE PROPERTY UNDER THIS
13
AGREEMENT AFTER THE EXPIRATION OF THE INSPECTION PERIOD AND THIS AGREEMENT IS
TERMINATED (OR THE CLOSING FAILS TO OCCUR) AS A RESULT OF SUCH FAILURE (AND NOT
AS A RESULT OF SELLER'S BREACH), THEN THE DEPOSIT SHALL BE IMMEDIATELY DELIVERED
BY ESCROWEE TO SELLER AS LIQUIDATED DAMAGES AND NOT AS A PENALTY.
THE RETENTION
OF THE DEPOSIT SHALL BE SELLER'S SOLE REMEDY IN THE EVENT OF BUYER'S DEFAULT AT
OR PRIOR TO THE CLOSING DATE, AND SELLER IN SUCH EVENT HEREBY WAIVES ANY RIGHT
TO RECOVER THE BALANCE OF THE PURCHASE PRICE.
SELLER AND BUYER AGREE THAT THE
ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO
ASCERTAIN AS OF THE DATE OF THIS AGREEMENT AND THE AMOUNT OF THE DEPOSIT IS A
REASONABLE ESTIMATE THEREOF.
UPON PAYMENT OF THE DEPOSIT TO SELLER AS
LIQUIDATED DAMAGES, THIS AGREEMENT SHALL (EXCEPT AS HEREIN OTHERWISE EXPRESSLY
PROVIDED) BE AND BECOME NULL AND VOID.
NOTHING CONTAINED IN THIS PARAGRAPH
14(A) SHALL BE DEEMED TO LIMIT SELLER'S RIGHTS AGAINST BUYER BY REASON OF THE
INDEMNITY OBLIGATIONS OF BUYER TO SELLER SET FORTH IN THIS AGREEMENT (ALL OF
WHICH SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT), NOR LIMIT SELLER'S