EXTENT NOT PAID ON OR PRIOR TO CLOSING, SHALL BE CREDITED TO PURCHASER AT
CLOSING.
(E)
TO THE EXTENT POSSIBLE, SELLER SHALL PAY
AND FULLY DISCHARGE ANY AND ALL STATE INCOME OR FRANCHISE TAXES WHICH ARE DUE
AND PAYABLE BY THE PROJECT OWNER OR 128VOSS.
WITH REGARD TO ANY AND ALL ANY AND
ALL STATE INCOME OR FRANCHISE TAXES ATTRIBUTABLE TO THE YEAR OF CLOSING, SUCH
TAXES SHALL BE PRORATED AS OF THE CLOSING DATE ONCE THE AMOUNT OF SUCH TAXES IS
KNOWN AND SELLER SHALL PAY TO PURCHASER THE AMOUNT OF SUCH TAXES ATTRIBUTABLE TO
THE PERIOD PRIOR TO CLOSING.
(F)
EXCEPT AS PROVIDED IN SECTION 1.3(G) WITH
REGARD TO APPLICATION FEES, PURCHASER SHALL RECEIVE A CREDIT AT CLOSING IN AN
AMOUNT EQUAL TO 50% OF ALL NON-REFUNDABLE DEPOSITS AND FEES (INCLUDING PET FEES)
PAID TO PROJECT OWNER UNDER THE TENANT LEASES.
(G)
PURCHASER SHALL NOT BE ENTITLED TO ANY
CREDIT AT CLOSING FOR APPLICATION FEES PAID BY POTENTIAL TENANTS OF THE PROJECT
WHEN PROJECT OWNER HAS OBTAINED THE CREDIT CHECK OF SUCH POTENTIAL TENANT; ANY
APPLICATION FEE FOR A POTENTIAL TENANT OF THE PROJECT WHERE PROJECT OWNER HAS
NOT OBTAINED THE CREDIT CHECK FOR SUCH POTENTIAL TENANT SHALL BE FULLY CREDITED
TO PURCHASER AT CLOSING.
(H)
AT OR PRIOR TO THE CLOSING, SELLER SHALL
CAUSE THE CONSTRUCTION LOAN TO BE PAID IN FULL AND OBTAIN A RELEASE OF ANY LIENS
SECURING THE CONSTRUCTION LOAN.
(I)
THE PROVISIONS OF THIS SECTION 1.3 SHALL
SURVIVE CLOSING.
1.4
CONDITIONS TO THE CLOSING.
(A)
JOINT CONDITION.
THE OBLIGATIONS OF EACH
PARTY TO CONSUMMATE THE TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT ARE SUBJECT
TO THE CONDITION THAT ON THE CLOSING DATE THERE SHALL BE NO ACTION, SUIT OR
PROCEEDING (OTHER THAN SUCH AN ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY
INSTITUTED BY A PARTY TO THIS AGREEMENT) SHALL BE THREATENED OR PENDING, AND NO
INJUNCTION, ORDER, DECREE OR RULING SHALL BE IN EFFECT, SEEKING TO RESTRAIN OR
PROHIBIT, OR TO OBTAIN DAMAGES OR OTHER RELIEF IN CONNECTION WITH, THE EXECUTION
AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
4
(B)
PURCHASER'S CONDITIONS TO CLOSING.
THE
OBLIGATIONS OF PURCHASER TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ARE SUBJECT TO THE SATISFACTION, AT OR PRIOR TO THE CLOSING DATE, OF
THE FOLLOWING CONDITIONS:
(1)
SELLER'S REPRESENTATIONS TRUE.
SELLER'S
REPRESENTATIONS AND WARRANTIES MADE IN THIS AGREEMENT SHALL BE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE, EXCEPT AS AFFECTED BY THE
TRANSACTIONS CONTEMPLATED HEREBY, AND SELLER SHALL HAVE DELIVERED TO PURCHASER A
CLOSING CERTIFICATE TO THAT EFFECT.
(2)
SELLER'S COMPLIANCE WITH AGREEMENT.
SELLER, IN ALL MATERIAL RESPECTS, SHALL HAVE PERFORMED EACH AGREEMENT, AND SHALL
HAVE COMPLIED WITH EACH COVENANT, TO BE PERFORMED OR COMPLIED WITH BY IT ON OR
PRIOR TO THE CLOSING DATE UNDER THIS AGREEMENT, AND SELLER SHALL HAVE DELIVERED
TO PURCHASER A CLOSING CERTIFICATE TO THAT EFFECT.
THE CLOSING CERTIFICATES TO BE DELIVERED BY SELLER REFERRED TO IN
SECTIONS 1.4(B)(1)