MAY REASONABLY
REQUIRE IN ORDER TO CONSUMMATE THE TRANSACTION THAT IS THE SUBJECT OF THIS
AGREEMENT.
(B)
PURCHASER CLOSING DOCUMENTS.
AT THE CLOSING, PURCHASER SHALL
EXECUTE AND DELIVER TO SELLER THE FOLLOWING DOCUMENTS:
(I)
BILLS OF SALE;
(II)
ASSIGNMENT AND ASSUMPTION AGREEMENTS; AND
(III)
SUCH OTHER CUSTOMARY DOCUMENTS AS ESCROW AGENT MAY REASONABLY
REQUIRE IN ORDER TO CONSUMMATE THE TRANSACTION THAT IS THE SUBJECT OF THIS
AGREEMENT.
11
(C)
PURCHASE PRICE.
(I)
EARNEST MONEY DEPOSIT.
AT THE CLOSING, SELLER AND PURCHASER
SHALL DIRECT ESCROW AGENT TO DISBURSE PURSUANT TO THE EARNEST MONEY ESCROW
AGREEMENT BY FEDERALLY INSURED WIRE TRANSFER (I) TO SELLER THE AMOUNT OF THE
EARNEST MONEY DEPOSIT, AND (II) TO PURCHASER ALL INTEREST EARNED ON THE EARNEST
MONEY DEPOSIT.
(II)
BALANCE.
AT THE CLOSING, PURCHASER SHALL PAY TO SELLER, BY
FEDERALLY INSURED WIRE TRANSFER, THE TOTAL AMOUNT OF THE PURCHASE PRICE (A) LESS
THE AMOUNT OF THE EARNEST MONEY DEPOSIT, AND (B) PLUS OR MINUS (AS THE CASE MAY
BE) THE NET AMOUNT OF PAYMENTS REQUIRED TO BE MADE BY SELLER AND PURCHASER AT
THE CLOSING PURSUANT TO SECTION 13 HEREOF.
(D)
FURTHER ASSURANCES.
SELLER AND PURCHASER SHALL, AT THE CLOSING,
AND FROM TIME TO TIME THEREAFTER, UPON REQUEST, EXECUTE SUCH ADDITIONAL
DOCUMENTS AS ARE REASONABLY NECESSARY IN ORDER TO CONVEY, ASSIGN AND TRANSFER
THE PROPERTY PURSUANT TO THIS AGREEMENT, PROVIDED THAT SUCH DOCUMENTS ARE
CONSISTENT WITH THE TERMS OF THIS AGREEMENT, AND DO NOT INCREASE SELLER'S OR
PURCHASER'S OBLIGATIONS HEREUNDER OR SUBJECT SELLER OR PURCHASER TO ADDITIONAL
LIABILITY NOT OTHERWISE CONTEMPLATED BY THIS AGREEMENT.
(E)
POST-CLOSING DOCUMENTS.
ON THE CLOSING DATE, SELLER SHALL DELIVER
POSSESSION OF THE PROPERTY TO PURCHASER AND SHALL DELIVER TO PURCHASER (BY
LEAVING SAME AT THE PROPERTY) ALL ORIGINAL LEASES, COMMISSION AGREEMENTS AND
SERVICE CONTRACTS THAT ARE IN THE POSSESSION OF SELLER.
13.
PRORATIONS AND ADJUSTMENTS.
(A)
RENTS.
(I)
CLOSING.
SELLER SHALL PAY TO PURCHASER AT THE CLOSING THE TOTAL
AMOUNT OF BASE OR FIXED RENT, ESTIMATED PAYMENTS OF TAXES AND EXPENSES AND OTHER
AMOUNTS UNDER THE LEASES (COLLECTIVELY, "RENTS") PAID BY THE TENANTS THEREUNDER
FOR THE CALENDAR MONTH IN WHICH THE CLOSING OCCURS ("CLOSING MONTH"), PRORATED
FOR THE NUMBER OF DAYS DURING SUCH CALENDAR MONTH FROM, INCLUDING AND AFTER THE
CLOSING DATE.
(II)
POST-CLOSING.
AFTER THE CLOSING, PURCHASER SHALL MAKE GOOD FAITH
EFFORTS TO COLLECT ALL UNPAID RENTS FOR ANY PERIOD PRIOR TO THE CLOSING DATE,
PROVIDED THAT PURCHASER SHALL HAVE NO OBLIGATION TO INSTITUTE LITIGATION OR
TERMINATE ANY LEASES IN CONNECTION WITH ANY SUCH COLLECTIONS. WITHOUT LIMITATION
OF THE FOREGOING, SELLER HEREBY RESERVES THE RIGHT TO COLLECT DELINQUENT RENTS
(DEFINED BELOW) AFTER THE CLOSING, INCLUDING THE RIGHT TO FILE AN ACTION FOR
COLLECTION (PROVIDED THAT, IN CONNECTION THEREWITH, SELLER SHALL NOT TERMINATE
ANY OF THE LEASES OR DISTURB THE TENANTS' POSSESSORY RIGHTS THEREUNDER).
IF
WITH RESPECT TO A PARTICULAR LEASE THERE ARE, AS OF THE CLOSING, UNPAID RENTS
FOR THE CLOSING MONTH OR ANY PERIOD PRIOR TO THE CLOSING MONTH (COLLECTIVELY
WITH RESPECT TO SUCH LEASE, "DELINQUENT RENTS"), THEN UNTIL