IN THE OFFICES OF ESCROW AGENT EITHER
IN PERSON OR VIA DELIVERY OF ORIGINAL DOCUMENTS ON OR BEFORE THE DAY THAT IS THE
LATER OF (I) THREE (3) BUSINESS DAYS AFTER ISSUANCE OF THE LICENSING APPROVALS
AND (II) THREE (3) BUSINESS DAYS AFTER ENTRY OF THE 363(H) ORDER (THE "CLOSING
DATE"); PROVIDED, HOWEVER, IF THE CLOSING HAS NOT OCCURRED ON OR BEFORE
DECEMBER 31, 2008, THEN, SUBJECT TO THE TERMS OF PARAGRAPH 10(B) OF THIS
AGREEMENT, EITHER PURCHASER OR SELLER SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT UPON WRITTEN NOTICE TO
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THE OTHER PARTY AND ESCROW AGENT, AND UPON SUCH TERMINATION, THE ESCROW AGENT
SHALL RETURN THE DEPOSIT TO PURCHASER AND THE PARTIES SHALL BE RELIEVED OF ANY
FURTHER LIABILITY OR OBLIGATION HEREUNDER, EXCEPT AS EXPRESSLY OTHERWISE HEREIN
PROVIDED.
(B)
CLOSING DELIVERIES.
AT THE CLOSING, SELLER WILL DEPOSIT WITH
ESCROW AGENT THE FOLLOWING DOCUMENTS EXECUTED AND ACKNOWLEDGED, AS APPLICABLE,
BY THE APPROPRIATE SELLER PARTIES: THE DEED; THE BILL OF SALE; THE ASSIGNMENT
AND ASSUMPTION OF RESIDENT AGREEMENTS; THE ASSIGNMENT OF RIGHTS; A NON-FOREIGN
AFFIDAVIT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT 6, FROM (OR IN
THE CASE OF A ENTITY DISREGARDED AS SEPARATE FROM ITS OWNER FOR FEDERAL INCOME
TAX PURPOSES, WITH RESPECT TO) EACH SELLER; A SETTLEMENT STATEMENT; A PRORATION
WORKSHEET (WHICH SHALL HAVE BEEN PROVIDED TO PURCHASER IN DRAFT FORM NOT LATER
THAN FIVE (5) BUSINESS DAYS PRIOR TO CLOSING); TERMINATIONS OF THE MASTER
LEASES, IN A FORM AND SUBSTANCE REASONABLY SATISFACTORY TO PURCHASER;
TERMINATIONS OF ALL EXISTING MANAGEMENT AGREEMENTS WITH SUNWEST MANAGEMENT, INC.
OR ITS AFFILIATES RELATING TO THE PROPERTY; ORGANIZATIONAL DOCUMENTS AND
AUTHORIZING RESOLUTIONS FOR THE SELLER; DOCUMENTATION ACCEPTABLE TO PURCHASER
THAT NO AMOUNTS ARE DUE AS THE RESULT OF ANY APPLICABLE BULK SALES OR
NON-RESIDENT WITHHOLDING LAWS; AND SUCH OTHER ITEMS AS PURCHASER OR ITS TITLE
COMPANY MAY REASONABLY REQUIRE (INCLUDING AN OWNER'S AFFIDAVIT IN SUCH FROM AS
WILL PERMIT PURCHASER'S TITLE COMPANY TO DELETE EXCEPTIONS FOR MECHANICS LIENS
AND PARTIES IN POSSESSION - OTHER THAN RESIDENTS UNDER RESIDENT AGREEMENTS - AND
A GAP INDEMNITY IN SUCH FORM AS WILL PERMIT THE TITLE COMPANY TO RELEASE THE
PURCHASE PRICE TO SELLER PRIOR TO RECORDING THE APPLICABLE CONVEYANCE
DOCUMENTS).
AT THE CLOSING, PURCHASER SHALL DEPOSIT WITH ESCROW AGENT AN AMOUNT
EQUAL TO THE ADJUSTED PURCHASE PRICE (LESS THE DEPOSIT AND OTHER CREDITS
SPECIFICALLY SET FORTH IN THE PARAGRAPH); EXECUTED COUNTERPARTS OF THE
ASSIGNMENT OF RESIDENT AGREEMENTS AND THE ASSIGNMENT OF RIGHTS; ALL ESCROW FEES,
REAL ESTATE TRANSFER TAXES AS REQUIRED
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BY STATUTE OR LOCAL ORDINANCE RELATING TO THE TRANSFER OF THE PROPERTY FROM THE
SELLER PARTIES TO PURCHASER, CHARGES ALLOCABLE TO PURCHASER'S FINANCING FOR THIS
TRANSACTION, THE RECORDING FEE ON THE DEED, AND ITS SHARE OF PRORATED ITEMS; AND
SUCH OTHER ITEMS AS MAY BE REASONABLY REQUESTED IN ORDER FOR PURCHASER TO COMPLY
WITH THE TERMS OF THIS AGREEMENT.
PURCHASER SHALL ALSO BE RESPONSIBLE FOR ANY
PREMIUMS, COSTS OR CHARGES FOR TITLE INSURANCE, EXTENDED TITLE COVERAGE,
ENDORSEMENTS, LENDER'S COVERAGE, OBTAINED