BE
APPORTIONED IN ACCORDANCE WITH SECTION 6.1(A) AND (II) WITH RESPECT TO DAILY
PARKING FEES PAID SHALL BE APPORTIONED ON AN INTERIM BASIS BASED ON THE
ASSUMPTION THAT THE SAME SHALL BE EQUAL TO THE AMOUNT OF THE DAILY AVERAGE OF
CHARGES AND REVENUES PAID FOR DAILY FEES FOR THE MONTH IMMEDIATELY PRECEDING THE
CLOSING AND SHALL BE RE-ADJUSTED AS PROMPTLY AS POSSIBLE AFTER THE CLOSING TO
ACCURATELY REFLECT THE DAILY CHARGES AND REVENUES PAID FOR EACH DAY OF THE MONTH
IN WHICH THE CLOSING OCCURS.
(8)
IN ADDITION TO THE PURCHASE PRICE, BUYER SHALL PAY AT CLOSING TO SELLERS
OR THEIR DESIGNEES AN AMOUNT EQUAL TO THE *************** ***** ***** ** *******
* ATTACHED HERETO, AND ANY ********** *************** ***** ******** ******* ***
******* **** NOT TO EXCEED THE ******* *** ***** ** ******* * ******** ******
(THE "*************** *****").
SECTION 6.2.
GOODS AND SERVICES.
EXCEPT AS TO IMPROVEMENTS REQUIRED
TO BE MADE BY THE LANDLORD UNDER THE LEASES PURSUANT TO SECTION 6.3 BELOW AND
EXCEPT WITH RESPECT TO ITEMS OTHERWISE COVERED BY THIS AGREEMENT, WITH RESPECT
TO EACH PROPERTY:
(A)
EACH SELLER SHALL PAY FOR ALL GOODS DELIVERED AND SERVICES RENDERED AT OR
IN CONNECTION WITH ITS PROPERTY PRIOR TO THE CLOSING DATE AND (II) BUYER SHALL
PAY FOR ALL GOODS DELIVERED AND SERVICES RENDERED AT OR IN CONNECTION WITH THE
PROPERTIES WHICH ARE IN THE PROCESS OF BEING DELIVERED OR RENDERED ON OR AFTER
THE CLOSING DATE AND ORDERED IN THE ORDINARY COURSE OF BUSINESS; AND
(B)
UNLESS OTHERWISE PROVIDED IN SECTION 6.1 ABOVE, AS PROMPTLY AS POSSIBLE
AFTER THE CLOSING DATE, THE PARTIES SHALL ADJUST THE COST OF ALL GOODS DELIVERED
TO AND SERVICES RENDERED AT OR IN CONNECTION WITH EACH PROPERTY BY ALLOCATING TO
THE APPLICABLE SELLER THAT PORTION OF THE TOTAL COST OF SUCH GOODS AND SERVICES
WHICH REFLECT THE PORTION OF THE GOODS AND SERVICES WHICH IS APPLICABLE TO THE
PERIOD PRECEDING THE CLOSING DATE AND ALLOCATING THE BALANCE TO BUYER.
IF
EITHER PARTY SHALL HAVE PAID LESS THAN ITS SHARE OF THE COST OF SUCH GOODS AND
SERVICES AS SO ALLOCATED, SUCH PARTY SHALL PROMPTLY PAY OVER TO THE OTHER THE
AMOUNT OF SUCH DEFICIT.
SECTION 6.3.
LEASING COSTS.
(A)
AS OF THE CLOSING DATE, ALL LEASING COMMISSIONS, IF ANY, FOR THE CURRENT
OR INITIAL LEASE TERMS FOR LEASES ENTERED INTO PRIOR TO THE EFFECTIVE DATE
HEREOF AND FOR RENEWALS, EXTENSIONS OR EXPANSIONS OF LEASES PROPERLY EXERCISED
BY TENANTS AS OF THE EFFECTIVE DATE AND THE COST OF ANY IMPROVEMENTS AND TENANT
ALLOWANCES REQUIRED TO BE MADE BY THE LANDLORD IN THE SPACE TO WHICH ANY SUCH
LEASE RELATES, SHALL HAVE BEEN PAID BY SELLERS (OR CREDITED TO BUYER IF NOT DUE
AND PAYABLE AS OF CLOSING), INCLUDING THOSE COSTS AND ALLOWANCES SET FORTH ON
EXHIBIT J ATTACHED HERETO (THE "OUTSTANDING LEASE OBLIGATIONS").
THOSE AMOUNTS
LISTED ON EXHIBIT J HERETO IN THE COLUMN LABELED "SELLER
20
OBLIGATION", TOGETHER WITH ANY OTHER LEASING COSTS WHICH ARE THE RESPONSIBILITY
OF SELLER PURSUANT TO