CLOSING, IN THE CUSTOMARY FORM
REASONABLY ACCEPTABLE TO PURCHASER, TO ENABLE TITLE INSURER TO DELETE THE
STANDARD EXCEPTIONS TO THE TITLE INSURANCE POLICY SET FORTH IN THIS CONTRACT
(OTHER THAN MATTERS CONSTITUTING ANY PERMITTED EXCEPTIONS AND MATTERS WHICH ARE
TO BE COMPLETED OR PERFORMED POST-CLOSING) TO BE ISSUED PURSUANT TO THE TITLE
COMMITMENT; PROVIDED THAT SUCH AFFIDAVIT DOES NOT SUBJECT PURCHASER TO ANY
GREATER LIABILITY, OR IMPOSE ANY ADDITIONAL OBLIGATIONS, OTHER THAN AS SET FORTH
IN THIS CONTRACT.
5.3.3
ANY DECLARATION OR OTHER STATEMENT WHICH MAY BE REQUIRED TO BE
SUBMITTED TO THE LOCAL ASSESSOR WITH RESPECT TO THE TERMS OF THE SALE OF THE
PROPERTY.
5.3.4
A CLOSING STATEMENT EXECUTED BY PURCHASER.
5.3.5
A COUNTERSIGNED COUNTERPART OF THE GENERAL ASSIGNMENT.
5.3.6
A COUNTERSIGNED COUNTERPART OF THE LEASES ASSIGNMENT.
5.3.7
A COUNTERSIGNED COUNTERPART OF THE TENANT NOTIFICATION, WHICH SHALL BE
DELIVERED TO ALL TENANTS BY PURCHASER IMMEDIATELY AFTER CLOSING.
5.3.8
THE VENDOR TERMINATIONS. PURCHASER SHALL BE SOLELY RESPONSIBLE FOR
IDENTIFYING EACH OF THE TERMINATED CONTRACTS (SUBJECT TO THE TERMS AND
CONDITIONS OF SECTION 3.6) AND ADDRESSING AND PREPARING EACH OF THE VENDOR
TERMINATIONS FOR EXECUTION BY PURCHASER AND SELLER.
5.3.9
ANY CANCELLATION FEES OR PENALTIES DUE TO ANY VENDOR UNDER ANY
TERMINATED CONTRACT AS A RESULT OF THE TERMINATION THEREOF.
5.3.10
RESOLUTIONS, CERTIFICATES OF GOOD STANDING, AND SUCH OTHER
ORGANIZATIONAL DOCUMENTS AS TITLE INSURER SHALL REASONABLY REQUIRE EVIDENCING
PURCHASER'S AUTHORITY TO CONSUMMATE TRANSACTIONS CONTEMPLATED BY THIS CONTRACT.
5.3.11
SUCH OTHER DOCUMENTS AS ARE REASONABLY NECESSARY TO CONSUMMATE THE
TRANSACTIONS HEREIN CONTEMPLATED IN ACCORDANCE WITH THE TERMS OF THIS CONTRACT.
5.4
CLOSING PRORATIONS AND ADJUSTMENTS.
5.4.1
GENERAL.
ALL NORMAL AND CUSTOMARILY PRORATABLE ITEMS, INCLUDING,
WITHOUT LIMITATION, COLLECTED RENTS, OPERATING EXPENSES, PERSONAL PROPERTY
TAXES, OTHER OPERATING EXPENSES AND FEES, SHALL BE PRORATED AS OF THE CLOSING
DATE, SELLER BEING CHARGED OR CREDITED, AS APPROPRIATE, FOR ALL OF SAME
ATTRIBUTABLE TO THE PERIOD UP TO THE CLOSING DATE (AND CREDITED FOR ANY AMOUNTS
PAID BY SELLER ATTRIBUTABLE TO THE PERIOD ON OR AFTER THE CLOSING DATE, IF
ASSUMED BY PURCHASER) AND PURCHASER BEING RESPONSIBLE FOR, AND CREDITED OR
CHARGED, AS THE CASE MAY BE, FOR ALL OF THE SAME ATTRIBUTABLE TO THE PERIOD ON
AND AFTER THE CLOSING DATE.
SELLER SHALL PREPARE A PRORATION SCHEDULE (THE "
PRORATION SCHEDULE") OF THE ADJUSTMENTS DESCRIBED IN THIS SECTION 5.4 PRIOR TO
CLOSING.
SUCH ADJUSTMENTS SHALL BE PAID BY PURCHASER TO SELLER (IF THE
PRORATIONS RESULT IN A NET CREDIT TO SELLER) OR BY SELLER TO PURCHASER (IF THE
PRORATIONS RESULT IN A NET CREDIT TO PURCHASER), BY INCREASING OR REDUCING THE
CASH TO BE PAID BY PURCHASER AT CLOSING.
5.4.2
INTENTIONALLY OMITTED.
5.4.3
UTILITIES.
THE FINAL READINGS AND FINAL BILLINGS FOR UTILITIES WILL BE
MADE IF POSSIBLE AS OF THE CLOSING DATE, IN WHICH CASE SELLER SHALL PAY ALL SUCH
BILLS AS OF THE CLOSING DATE AND NO PRORATION SHALL BE MADE AT THE CLOSING WITH
RESPECT TO UTILITY BILLS.
OTHERWISE, A PRORATION SHALL BE MADE BASED UPON THE
PARTIES' REASONABLE GOOD FAITH ESTIMATE AND