CASE MAY BE) AND DELIVER TO BUYER AN ESTOPPEL
LETTER THAT CONFIRMS THE TIMELY COMPLIANCE, BY SELLER AND THE RELEVANT PROJECT,
WITH (X) THE OBLIGATION (IF ANY) TO PAY ANY ASSESSMENTS DUE TO THE ASSOCIATION
("ASSESSMENTS") BY SELLER, OR WITH RESPECT TO ITS PROJECT (E.G. A SO-CALLED
"PAID ASSESSMENTS" CONFIRMATION), AND (Y) ANY OTHER OBLIGATIONS IMPOSED ON
EITHER OR BOTH OF SELLER AND ITS PROJECT UNDER ANY APPLICABLE ASSOCIATION
BY-LAWS, CC&RS, REA OR SIMILAR DOCUMENT ENCUMBERING THE PROJECT; AND (II) IF ANY
ASSESSMENTS ARE DUE AND PAYABLE WITH RESPECT TO A PROJECT, THEN AT THE CLOSING:
(A) IF SUCH CHARGES ARE PAYABLE AFTER THE CLOSING DATE FOR A PERIOD BEFORE THE
CLOSING DATE, SELLER SHALL PAY TO BUYER AN AMOUNT EQUAL TO THE AMOUNT OF SUCH
CHARGES ALLOCATED TO THE PERIOD BEFORE THE CLOSING DATE PRORATED ON A PER DIEM
BASIS,
9
AND (B) IF SUCH CHARGES WERE PAID BEFORE THE CLOSING DATE FOR A PERIOD FROM AND
AFTER THE CLOSING DATE, BUYER SHALL PAY TO SELLER AN AMOUNT EQUAL TO THE AMOUNT
OF SUCH CHARGES REASONABLY ALLOCATED TO THE PERIOD FROM, INCLUDING AND AFTER THE
CLOSING PRORATED ON A PER DIEM BASIS.
AT CLOSING, SELLER SHALL RESIGN ITS
POSITION AS OFFICER(S) AND/OR AS BOARD MEMBER(S) OF ANY OWNER'S ASSOCIATION THAT
SELLER HELD AS OWNER OF THE PROPERTY.
IF SELLER IS THE DECLARANT UNDER ANY
OWNER'S ASSOCIATION, OR MANAGES THE OWNERS' ASSOCIATION FOR ANY PORTION OF THE
PROPERTY, AND AFTER THE CLOSING DATE, SELLER SHALL NO LONGER RETAIN AT LEAST A
FIFTY-ONE PERCENT (51%) INTEREST IN ALL OF THE LAND THAT IS SUBJECT TO THE
OWNERS' ASSOCIATION, THEN PROMPTLY AFTER THE CLOSING DATE, SELLER SHALL
REASONABLY COOPERATE WITH BUYER TO TRANSFER ALL SUCH MANAGEMENT RESPONSIBILITIES
FOR SUCH OWNERS' ASSOCIATION(S) TO BUYER, SUBJECT TO ANY REQUIREMENTS THAT ARE
IMPOSED UNDER THE APPLICABLE AGREEMENTS GOVERNING THE OWNERS' ASSOCIATION.
4.2.7
RECONCILE POST-CLOSING.
BUYER AND SELLER SHALL
WORK TOGETHER AFTER CLOSING TO PROMPTLY TRANSITION THE INVOICES FOR THE
PROPERTY.
THE AMOUNT OF PAYMENTS BY SELLER OR BUYER UNDER THIS SECTION 4.2 MAY
HAVE BEEN BASED ON ESTIMATES OF APPLICABLE AMOUNTS.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, IF ANY PAYMENTS BY SELLER OR BUYER AT THE CLOSING
UNDER THIS SECTION 4.2 ARE BASED ON ESTIMATES, THEN, WHEN THE ACTUAL AMOUNTS ARE
FINALLY DETERMINED, SELLER AND BUYER SHALL RECALCULATE THE AMOUNTS THAT WOULD
HAVE BEEN PAID AT THE CLOSING BASED ON BOTH (A) SUCH ACTUAL AMOUNTS AND
(B) ADDITIONAL RENT PAYMENTS ACTUALLY RECEIVED FROM TENANTS (WHETHER RECEIVED BY
SELLER OR BY BUYER), AND SELLER OR BUYER, AS THE CASE MAY BE, SHALL MAKE AN
APPROPRIATE PAYMENT TO THE OTHER BASED ON SUCH RECALCULATION.
EACH OF SELLER
AND BUYER SHALL BE RESPONSIBLE FOR PREPARING A RECONCILIATION OF ALL THOSE ITEMS
THAT ARE SUBJECT TO PRORATION UNDER THIS SECTION 4.2, AND EACH OF THEIR
RESPECTIVE RECONCILIATIONS SHALL BE ONLY FOR THEIR RESPECTIVE PERIODS OF
OWNERSHIP OF THE PROPERTY DURING CALENDAR YEAR 2005.
SELLER HAS ADVISED BUYER
THAT SELLER CURRENTLY ANTICIPATES THAT IT SHALL COMPLETE ITS RECONCILIATION
("SELLER'S