IN THIS ARTICLE X ARE MUTUALLY CONCURRENT CONDITIONS WHICH MAY BE
WAIVED BY THE PARTY FOR WHOSE BENEFIT THEY ARE INTENDED.
THE ACCEPTANCE OF THE
DEED BY PURCHASER SHALL BE DEEMED TO BE FULL PERFORMANCE AND DISCHARGE
OF EACH AND EVERY AGREEMENT AND OBLIGATION ON THE PART OF SELLER TO BE PERFORMED
HEREUNDER UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN.
SECTION 10.2
PURCHASER'S CLOSING OBLIGATIONS. ON THE CLOSING DATE,
PURCHASER, AT ITS SOLE COST AND EXPENSE, WILL DELIVER THE FOLLOWING ITEMS TO
SELLER AT CLOSING AS PROVIDED HEREIN:
(A)
THE PURCHASE PRICE, AFTER ALL ADJUSTMENTS ARE MADE AS HEREIN
PROVIDED, BY FEDERAL RESERVE WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS, IN
ACCORDANCE WITH THE TIMING AND OTHER REQUIREMENTS OF SECTION 3.3;
(B)
A COUNTERPART ORIGINAL OF THE ASSIGNMENT OF LEASES, DULY EXECUTED
BY PURCHASER;
(C)
A COUNTERPART ORIGINAL OF THE ASSIGNMENT OF GROUND LEASE, DULY
EXECUTED BY PURCHASER;
(D)
A COUNTERPART ORIGINAL OF THE ASSIGNMENT, DULY EXECUTED BY
PURCHASER;
(E)
EVIDENCE REASONABLY SATISFACTORY TO SELLER THAT THE PERSON
EXECUTING THE ASSIGNMENT OF LEASES, THE ASSIGNMENT, AND THE TENANT NOTICE
LETTERS ON BEHALF OF PURCHASER HAS FULL RIGHT, POWER AND AUTHORITY TO DO SO;
(F)
FORM OF WRITTEN NOTICE EXECUTED BY PURCHASER AND TO BE ADDRESSED
AND DELIVERED TO THE TENANTS BY PURCHASER IN ACCORDANCE WITH SECTION 10.6
HEREIN, (I) ACKNOWLEDGING THE SALE OF THE PROPERTY TO PURCHASER,
(II) ACKNOWLEDGING THAT PURCHASER HAS RECEIVED AND THAT PURCHASER IS RESPONSIBLE
FOR THE SECURITY DEPOSIT (SPECIFYING THE EXACT AMOUNT OF THE SECURITY DEPOSIT)
AND (III) INDICATING THAT RENT SHOULD THEREAFTER BE PAID TO PURCHASER AND GIVING
INSTRUCTIONS THEREFOR (THE "TENANT NOTICE LETTERS");
(G)
A COUNTERPART ORIGINAL OF THE CLOSING STATEMENT, DULY EXECUTED BY
PURCHASER;
(H)
A CERTIFICATE, DATED AS OF THE DATE OF CLOSING, STATING (I) THAT
THE REPRESENTATIONS AND WARRANTIES OF PURCHASER CONTAINED IN SECTION 8.2 ARE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE; AND
(I)
SUCH OTHER DOCUMENTS AS MAY BE REASONABLY NECESSARY OR
APPROPRIATE TO EFFECT THE CONSUMMATION OF THE TRANSACTION WHICH IS THE SUBJECT
OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO COLORADO WITHHOLDING FORM 1083.
SECTION 10.3
SELLER'S CLOSING OBLIGATIONS.
AT THE CLOSING, SELLER WILL
DELIVER TO PURCHASER THE FOLLOWING DOCUMENTS:
(A)
SPECIAL WARRANTY DEEDS WITH COVENANTS AGAINST THE GRANTOR'S ACTS
(THE "DEED"), DULY EXECUTED AND ACKNOWLEDGED BY SELLER, CONVEYING TO PURCHASER
THE REAL PROPERTY AND THE IMPROVEMENTS SUBJECT ONLY TO THE PERMITTED
EXCEPTIONS.
WITH RESPECT TO THE REAL PROPERTY AND IMPROVEMENTS LISTED ON
EXHIBIT K AS BEING IDENTIFIED FOR 1031 EXCHANGES, EACH
SUCH PROPERTY SHALL BE TRANSFERRED PURSUANT TO A SINGLE DEED LISTING FOR
RECORDING PURPOSES THE PURCHASE PRICE ALLOCATION FOR SUCH REAL PROPERTY AS SET
FORTH ON EXHIBIT K; WITH RESPECT TO THE BALANCE OF THE REAL PROPERTY AND
IMPROVEMENTS, THEY WILL BE TRANSFERRED PURSUANT TO A SINGLE DEED FOR ALL REAL
PROPERTY LOCATED WITHIN THE SAME COUNTY AND THE ALLOCATED PURCHASE PRICE FOR
PURPOSES OF RECORDING THE DEED RELATING THERETO SHALL BE THE AGGREGATE OF THE
PORTIONS OF THE PURCHASE PRICE