BEFORE THE CLOSING DATE, THEN
PURCHASER MAY ELECT TO TERMINATE THIS AGREEMENT BY GIVING SELLER AND ESCROW
AGENT WRITTEN NOTICE THEREOF ON OR BEFORE THE CLOSING DATE WHEREUPON THIS
AGREEMENT WILL BE TERMINATED, THE ESCROW AGENT SHALL RETURN THE DEPOSIT TO
PURCHASER AND THE PARTIES SHALL BE RELIEVED OF ANY FURTHER LIABILITY OR
OBLIGATION HEREUNDER, EXCEPT AS EXPRESSLY OTHERWISE HEREIN PROVIDED.
27
(E)
POSSESSION.
AT CLOSING, SELLER SHALL DELIVER POSSESSION OF THE
PROPERTY TO PURCHASER FREE AND CLEAR OF ALL RIGHTS, LIENS AND CLAIMS (INCLUDING,
WITHOUT LIMITATION, THE MASTER LEASES AND ANY MONETARY ENCUMBRANCES) OTHER THAN
THE RIGHTS OF RESIDENTS UNDER THE RESIDENT AGREEMENTS.
(F)
NON-FOREIGN AFFIDAVIT OF TICS.
SELLER SHALL USE REASONABLE
EFFORTS TO DELIVER TO PURCHASER AT OR PRIOR TO CLOSING A NON-FOREIGN AFFIDAVIT
SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS EXHIBIT 6, FROM (OR IN THE CASE OF
A ENTITY DISREGARDED AS SEPARATE FROM ITS OWNER FOR FEDERAL INCOME TAX PURPOSES,
WITH RESPECT TO) EACH TIC.
14.
PRORATION OF FACILITY EXPENSES AND REVENUES.
(A)
EXPENSES.
EXPENSES PERTAINING TO THE BILLING PERIOD IN WHICH THE
CLOSING DATE OCCURS, REAL AND PERSONAL PROPERTY TAXES, PREPAID OR UNPAID
EXPENSES, UTILITY CHARGES, AMOUNTS DUE UNDER ASSUMED CONTRACTS, AND OTHER
RELATED ITEMS OF EXPENSE ATTRIBUTABLE TO THE FACILITIES SHALL BE PRORATED
BETWEEN SELLER (ON BEHALF OF THE APPLICABLE SELLER PARTY) AND PURCHASER AS OF
THE CLOSING DATE BASED ON A 366 DAY YEAR.
SELLER IS RESPONSIBLE FOR EXPENSES
INCURRED IN THE OPERATION OF THE FACILITIES PRIOR TO THE CLOSING DATE.
IN
GENERAL, SUCH PRORATIONS SHALL BE MADE SO AS TO ALLOCATE TO SELLER EXPENSES
WHICH HAVE ACCRUED DURING OR OTHERWISE RELATE TO TIME PERIODS PRIOR TO THE
CLOSING DATE AND TO ALLOCATE TO PURCHASER EXPENSES WHICH ACCRUE DURING OR
OTHERWISE RELATE TO TIME PERIODS COMMENCING FROM AND AFTER THE CLOSING DATE.
TO
THE EXTENT SUCH CHARGES ARE NOT ABLE TO BE ALLOCATED, DETERMINED OR CREDITED
THROUGH ESCROW, THE INTENT OF THIS PROVISION SHALL BE IMPLEMENTED BY PURCHASER
REMITTING TO SELLER ANY UNPAID INVOICES WHICH REFLECT EXPENSES WHICH ACCRUE
DURING OR OTHERWISE RELATE TO TIME PERIODS PRIOR TO THE CLOSING DATE AND BY
PURCHASER ASSUMING RESPONSIBILITY FOR THE PAYMENT OF ANY INVOICES
28
WHICH REFLECT EXPENSES WHICH ACCRUE DURING OR OTHERWISE RELATE TO TIME PERIODS
COMMENCING FROM AND AFTER THE CLOSING DATE, WITH ANY OVERAGE OR SHORTAGE IN
PAYMENTS BY EITHER PARTY TO BE ADJUSTED AND PAID AS PROVIDED IN SUBPARAGRAPHS
(B) AND (C) BELOW.
SELLER SHALL BE ENTITLED TO A REFUND OF ALL DEPOSITS HELD BY
UTILITY COMPANIES, IF APPLICABLE, AND, WHERE NECESSARY, PURCHASER SHALL ARRANGE
TO MAKE ITS OWN DEPOSITS WITH THE UTILITY COMPANIES ON OR PRIOR TO THE CLOSING.
(B)
BASIS FOR PRORATIONS.
ALL SUCH PRORATIONS SHALL BE MADE ON THE
BASIS OF ACTUAL DAYS ELAPSED IN THE RELEVANT ACCOUNTING, BILLING OR REVENUE
PERIOD AND SHALL BE BASED ON THE MOST RECENT INFORMATION AVAILABLE.
UTILITY
CHARGES WHICH ARE NOT METERED AND READ ON THE CLOSING DATE SHALL BE ESTIMATED
BASED ON PRIOR CHARGES, AND SHALL BE RE-PRORATED OUTSIDE