PURCHASE PRICE IS DISBURSED TO SELLER.
7.2
SELLER'S CLOSING DEPOSITS. AT OR PRIOR TO THE CLOSING, SELLER SHALL
DEPOSIT THE FOLLOWING INTO THE ESCROW FOR RECORDATION AND/OR DELIVERY TO BUYER
AT THE CLOSING:
7.2.1
GRANT DEED. A GRANT DEED, DULY EXECUTED AND ACKNOWLEDGED BY SELLER
AND IN PROPER FORM FOR RECORDING (THE "DEED"), SUBJECT TO THE PERMITTED
EXCEPTIONS.
7.2.2
ASSIGNMENT OF CONTRACTS. IF BUYER ELECTS TO ASSUME ANY CONTRACTS, AN
ASSIGNMENT TO BUYER OF ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN THE ASSIGNED
CONTRACTS, IF ANY, IN THE FORM ATTACHED HERETO AS EXHIBIT "C," WHICH SHALL
PROVIDE FOR AN ASSUMPTION BY BUYER OF ALL OBLIGATIONS OF ASSIGNOR THEREUNDER
FROM AND AFTER THE DATE OF THE CLOSING.
7.2.3
CONTRACTS. ORIGINALS OR COPIES CERTIFIED BY SELLER OF THE ASSIGNED
CONTRACTS, IF ANY, WHICH MAY BE DELIVERED OUTSIDE OF THE ESCROW, AT SELLER'S
ELECTION.
7.2.4
FIRPTA. A CERTIFICATION AND AFFIDAVIT AS REQUIRED BY THE FOREIGN
INVESTORS PROPERTY TAX ACT, AS AMENDED, AND THE COMPARABLE PROVISIONS OF
CALIFORNIA LAW.
7.2.5
OTHER DOCUMENTS. SUCH RESOLUTIONS, AUTHORIZATIONS, BYLAWS OR OTHER
CORPORATE/PARTNERSHIP DOCUMENTS OR AGREEMENTS RELATING TO SELLER AS MAY BE
REASONABLY REQUESTED.
9
7.3
BUYER'S CLOSING DEPOSITS. AT OR PRIOR TO THE CLOSING, BUYER SHALL
DEPOSIT INTO THE ESCROW FOR DELIVERY TO SELLER AT THE CLOSING THE FOLLOWING:
7.3.1
BALANCE OF PURCHASE PRICE. THE BALANCE OF THE PURCHASE PRICE IN CASH
OR BY WIRE TRANSFER IN THE AMOUNT REQUIRED UNDER ARTICLE 2 HEREOF FOR DELIVERY
TO ESCROW AGENT.
7.3.2
ASSIGNMENT OF CONTRACTS. THE ASSIGNMENT OF THE ASSIGNED CONTRACTS TO
BE ASSUMED BY BUYER PURSUANT TO SECTION 3.3 HEREIN.
7.3.3
OTHER DOCUMENTS. SUCH OTHER INSTRUMENTS AND DOCUMENTS AS REASONABLY
MAY BE REQUIRED TO EFFECTUATE THIS AGREEMENT AND CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
8.
APPORTIONMENTS; EXPENSES.
8.1
APPORTIONMENTS.
8.1.1
TAXES, UTILITIES AND OPERATING EXPENSES. ALL REAL ESTATE TAXES,
CHARGES AND ANY ASSESSMENTS AFFECTING THE PROPERTY AND ALL CHARGES FOR
UTILITIES, INSURANCE AND OTHER OPERATING EXPENSES OF THE PROPERTY, IF ANY, SHALL
BE PRORATED ON A PER DIEM BASIS AS OF MIDNIGHT ON THE DATE BEFORE CLOSING. IF
ANY REAL ESTATE TAXES, CHARGES OR ASSESSMENTS OR ANY CHARGES FOR UTILITIES,
INSURANCE AND OTHER OPERATING EXPENSES OF THE PROPERTY HAVE NOT BEEN FINALLY
ASSESSED OR BILLED TO SELLER AS OF MIDNIGHT ON THE DATE BEFORE CLOSING, THEN THE
SAME SHALL BE ADJUSTED AT CLOSING BASED UPON THE MOST RECENTLY ISSUED BILLS
THEREFOR AND SHALL BE RE-ADJUSTED OUTSIDE OF THE ESCROW WHEN FINAL BILLS ARE
ISSUED.
8.1.2
CHARGES UNDER ASSIGNED CONTRACTS. THE UNPAID MONETARY OBLIGATIONS OF
SELLER WITH RESPECT TO ANY OF THE ASSIGNED CONTRACTS, IF ANY, SHALL BE PRORATED
ON A PER DIEM BASIS AS OF MIDNIGHT BEFORE THE DATE OF THE CLOSING.
8.2
EXPENSES. THE EXPENSES AND COSTS OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT SHALL BE BORNE BY THE PARTIES AS FOLLOWS, ALL OF WHICH
OBLIGATIONS SHALL SURVIVE THE CLOSING:
8.2.1
ADVISORS. SUBJECT TO SECTION 14.10 HEREOF, EACH PARTY WILL PAY ALL
ITS OWN EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY,