EVIDENCING SELLER'S AUTHORITY TO CONSUMMATE THIS TRANSACTION
AND GOOD STANDING IN ITS STATE OF ORGANIZATION.
5.2.9
(I) NO LATER THAN THREE (3) BUSINESS DAYS PRIOR TO CLOSING, SELLER
SHALL DELIVER TO PURCHASER (A) AN UPDATED RENT ROLL, SCHEDULE OF AGED RENT
ARREARS AND TENANT SECURITY DEPOSIT LEDGER, AND (B) A COLLECTIONS REPORT DATED
AS OF SUCH DATE (WHICH RENT ROLL, LEDGER AND REPORT SHALL BE USED TO CALCULATE
THE RENTAL PRORATIONS ON THE CLOSING STATEMENT TO BE EXECUTED BY THE PARTIES AT
THE CLOSING); AND (II) FOR PURPOSES OF RE-CALCULATING THE PRORATIONS THROUGH
THE CLOSING DATE IN ACCORDANCE WITH SECTION 5.5 BELOW, SELLER SHALL, WITHIN TWO
(2) BUSINESS DAYS AFTER THE CLOSING, DELIVER TO PURCHASER AN UPDATED VERSION OF
EACH OF THE ITEMS DESCRIBED IN CLAUSE (I) (WHICH SHALL SHOW ALL RENTS, ARREARS,
TENANT SECURITY DEPOSITS UPDATED THROUGH AND INCLUDING THE CLOSING DATE);
5.2.10
AN UPDATED PROPERTY CONTRACTS LIST EFFECTIVE AS OF THE CLOSING DATE.
5.2.11
STATE OF NEW JERSEY FORM RTF-1, AFFIDAVIT FOR CONSIDERATION FOR USE BY
SELLER, EXECUTED BY SELLER.
5.2.12
TO THE EXTENT IN SELLER'S POSSESSION OR CONTROL, ORIGINALS OR COPIES OF
SELLER'S PROPERTY-RELATED FILES AND RECORDS SHALL BE TRANSFERRED TO PURCHASER IN
ACCORDANCE WITH SECTION 5.4.11 HEREOF.
5.2.13
A WRITTEN NOTICE EXECUTED BY SELLER AND ADDRESSED TO ALL TENANTS UNDER
LEASES (A) ADVISING EACH SUCH TENANT OF (1) THE ASSIGNMENT OF ITS LEASE AND ANY
SECURITY DEPOSIT BEING HELD BY SELLER TO PURCHASER AND (2) THE SALE OF THE
PROPERTY TO PURCHASER, AND (B) INDICATING THAT THE RENT PAYABLE BY SUCH TENANT
SHOULD THEREAFTER BE PAID TO PURCHASER AND GIVING INSTRUCTIONS THEREFOR, SUCH
NOTICE TO BE SUBSTANTIALLY IN THE FORM ANNEXED HERETO AS EXHIBIT G OR SUCH OTHER
FORM THAT PURCHASER REASONABLY REQUESTS.
5.2.14
COPIES OF THE VENDOR TERMINATIONS AND NOTICES TO THE VENDORS UNDER THE
PROPERTY CONTRACTS BEING ASSUMED BY PURCHASER IN FORM REASONABLY REQUIRED BY
PURCHASER.
5.2.15
A CERTIFICATE OF SELLER INDICATING THAT THE REPRESENTATIONS AND
WARRANTIES OF SELLER SET FORTH IN THIS CONTRACT ARE TRUE AND CORRECT AS OF THE
CLOSING DATE IN ALL MATERIAL RESPECTS, PROVIDED THAT SUCH CERTIFICATE SHALL BE
SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 6.3 HEREOF.
5.2.16
AN ASSIGNMENT AND ASSUMPTION OF LANDLORD/TENANT ACTIONS, PURSUANT TO
WHICH SELLER SHALL ASSIGN TO PURCHASER ALL OF SELLER'S RIGHT, TITLE AND INTEREST
IN AND TO ANY LANDLORD/TENANT ACTIONS, IN THE FORM ATTACHED AS EXHIBIT I
("ASSIGNMENT OF LANDLORD/TENANT ACTIONS"). IN ADDITION, AFTER THE CLOSING,
SELLER SHALL EXECUTE AND DELIVER SUCH ADDITIONAL DOCUMENTS AS PURCHASER MAY
REASONABLY REQUEST AND OTHERWISE COOPERATE WITH PURCHASER, AT NO COST OR EXPENSE
TO SELLER, TO EFFECTUATE TRANSFER OF THE LANDLORD/TENANT ACTIONS TO PURCHASER
(WHICH OBLIGATION SHALL SURVIVE THE CLOSING).
5.2.17
SUCH DOCUMENTS AS MAY BE NECESSARY TO TRANSFER TITLE TO THE VEHICLES
LISTED ON SCHEDULE 12 ATTACHED HERETO, INCLUDING ANY REGISTRATION OF TITLE FOR
SUCH VEHICLES (WITH SELLER BEING RESPONSIBLE FOR THE SALES TAX AND OTHER COSTS
OF THE TRANSFER).
5.2.18
SUCH OTHER DOCUMENTS AS ARE REASONABLY NECESSARY TO CONSUMMATE THE
TRANSACTIONS HEREIN CONTEMPLATED IN