PURCHASE PRICE AND SHALL NOT BE
TRANSFERRED BY SELLER PURSUANT TO THIS CONTRACT (OR ANY OF THE DOCUMENTS
DELIVERED AT CLOSING), BUT THE OBLIGATION WITH RESPECT TO THE TENANT SECURITY
DEPOSIT BALANCE NONETHELESS SHALL BE ASSUMED BY PURCHASER.
THE TENANT SECURITY
DEPOSIT BALANCE SHALL NOT INCLUDE ANY NON-REFUNDABLE DEPOSITS OR FEES PAID BY
TENANTS TO SELLER, EITHER PURSUANT TO THE LEASES OR OTHERWISE.
5.4.7
INSURANCE.
NO PRORATION SHALL BE MADE IN RELATION TO INSURANCE
PREMIUMS AND INSURANCE POLICIES WILL NOT BE ASSIGNED TO PURCHASER.
SELLER SHALL
HAVE THE RISK OF LOSS OF THE PROPERTY UNTIL 12:01 A.M. ON THE DAY OF CLOSING,
AFTER WHICH TIME THE RISK OF LOSS SHALL PASS TO PURCHASER AND PURCHASER SHALL BE
RESPONSIBLE FOR OBTAINING ITS OWN INSURANCE THEREAFTER.
5.4.8
EMPLOYEES.
ALL OF SELLER'S AND SELLER'S MANAGER'S ON-SITE
EMPLOYEES SHALL HAVE THEIR EMPLOYMENT AT THE PROPERTY TERMINATED AS OF THE
CLOSING DATE WITHOUT ANY LIABILITY TO PURCHASER (AND SELLER SHALL INDEMNIFY,
DEFEND AND HOLD PURCHASER HARMLESS FROM ANY CLAIM OR LIABILITY WITH RESPECT
THERETO).
5.4.9
CLOSING COSTS.
SELLER SHALL PAY THE COST OF RECORDING ANY
INSTRUMENTS REQUIRED TO DISCHARGE ANY LIENS OR ENCUMBRANCES, WHICH SELLER IS
EXPRESSLY REQUIRED TO RELEASE PURSUANT TO THIS CONTRACT, AGAINST THE PROPERTY.
PURCHASER SHALL PAY ANY PREMIUMS OR FEES REQUIRED TO BE PAID BY PURCHASER WITH
RESPECT TO THE TITLE POLICY PURSUANT TO SECTION 4.1, AND ONE-HALF OF THE
CUSTOMARY CLOSING COSTS OF THE ESCROW AGENT.
SELLER SHALL PAY ANY TRANSFER,
DOCUMENTARY STAMP, SALES, USE, GROSS RECEIPTS OR SIMILAR TAXES AND ONE-HALF OF
THE CUSTOMARY CLOSING COSTS OF THE ESCROW AGENT.
5.4.10
INTENTIONALLY OMITTED.
5.4.11
POSSESSION.
POSSESSION OF THE PROPERTY, SUBJECT TO THE LEASES,
PROPERTY CONTRACTS, OTHER THAN TERMINATED CONTRACTS, AND PERMITTED EXCEPTIONS,
SHALL BE DELIVERED TO PURCHASER AT THE CLOSING UPON RELEASE FROM ESCROW OF ALL
ITEMS TO BE DELIVERED BY PURCHASER PURSUANT TO SECTION 5.3.
TO THE EXTENT
REASONABLY AVAILABLE TO SELLER, ORIGINALS OR COPIES OF THE LEASES AND PROPERTY
CONTRACTS, LEASE FILES, WARRANTIES, GUARANTIES, OPERATING MANUALS, KEYS TO THE
PROPERTY, AND SELLER'S BOOKS AND RECORDS (OTHER THAN PROPRIETARY INFORMATION)
(COLLECTIVELY, "SELLER'S PROPERTY-RELATED FILES AND RECORDS") REGARDING THE
PROPERTY SHALL BE MADE AVAILABLE TO PURCHASER AT THE PROPERTY AFTER THE
CLOSING.
PURCHASER AGREES, AT NO COST TO PURCHASER, FOR A PERIOD OF NOT LESS
THAN THREE (3) YEARS AFTER THE CLOSING (THE "RECORDS HOLD PERIOD"), TO (A)
PROVIDE AND ALLOW SELLER REASONABLE ACCESS TO SELLER'S PROPERTY-RELATED FILES
AND RECORDS FOR PURPOSES OF INSPECTION AND COPYING THEREOF, AND (B) REASONABLY
MAINTAIN AND PRESERVE SELLER'S PROPERTY-RELATED FILES AND RECORDS.
5.5
POST CLOSING ADJUSTMENTS.
Purchaser or Seller may request that Purchaser and Seller undertake to
re-adjust any item on the Proration Schedule (or any item omitted therefrom),
with the exception of real property taxes which shall be final and not subject
to readjustment, in accordance with the provisions of Section 5.4 of this
Contract; provided, however, that neither party shall have any obligation to
re-adjust any items (a) after the expiration of 75 days after Closing, or (b)
subject to such