and deliver the indemnification agreement (the "Indemnification
Agreement") in the form set forth in Exhibit E attached hereto and made a part
hereof.
3.2.
THE PROVISIONS OF THIS SECTION 3 SHALL SURVIVE
THE CLOSING OR EARLIER TERMINATION OF THIS AGREEMENT.
SECTION 4.
CLOSING ADJUSTMENTS;
APPORTIONMENTS.
4.1.
THE FOLLOWING SHALL BE APPORTIONED BETWEEN THE
TRANSFERORS AND ACQUIRER AT THE CLOSING AS OF MIDNIGHT OF THE DAY IMMEDIATELY
PRECEDING THE CLOSING DATE (AS DEFINED BELOW IN SECTION 5.1):
(A)
CURRENT RENT PAID OR PAYABLE UNDER THE
GROUND LEASE;
(B)
CURRENT RENTS AND ADDITIONAL RENTS (AS
DEFINED BELOW IN SECTION 4.4) AND OTHER AMOUNTS PAYABLE BY TENANTS UNDER (I) THE
LEASES, LICENSES OR OTHER OCCUPANCY AGREEMENTS LISTED IN THE LEASE SCHEDULE
ANNEXED HERETO AND MADE A PART HEREOF AS EXHIBIT F (THE "SCHEDULE OF LEASES")
AND (II) ANY NEW LEASES, LICENSES OR OCCUPANCY AGREEMENTS, OR RENEWALS,
EXTENSIONS OR MODIFICATIONS OF LEASES, LICENSES OR OCCUPANCY AGREEMENTS, IF
PERMITTED UNDER SECTION 6.1 BELOW, (THE LEASES, ETC. DESCRIBED IN BOTH CLAUSES
(I) AND (II) ABOVE ARE HEREINAFTER REFERRED TO INDIVIDUALLY AS A "LEASE" AND
COLLECTIVELY AS THE "LEASES"), IF, AS AND WHEN SAID RENTS AND SUCH OTHER AMOUNTS
SHALL HAVE BEEN RECEIVED;
(C)
REAL ESTATE TAXES, DUE AND PAYABLE FOR THE
CURRENT FISCAL TAX YEAR TOGETHER WITH (AS PER SECTION 4.6) ALL INSTALLMENTS OF
SPECIAL ASSESSMENTS AND INTEREST THEREON DUE AND PAYABLE THEREWITH, WATER
CHARGES, SEWER RENTS, VAULT CHARGES, AND PERSONAL PROPERTY TAXES, IF ANY, ON THE
BASIS OF THE FISCAL PERIODS, RESPECTIVELY, FOR WHICH SAME HAVE BEEN ASSESSED;
9
(D)
INTEREST UNDER MORTGAGE LOAN;
(E)
SALARIES, WAGES, VACATION PAY AND ANY OTHER
FRINGE BENEFITS (INCLUDING, WITHOUT LIMITATION, SOCIAL SECURITY, UNEMPLOYMENT
COMPENSATION, EMPLOYEE DISABILITY INSURANCE, SICK PAY, WELFARE AND PENSION FUND
CONTRIBUTIONS, PAYMENTS AND DEPOSIT, IF ANY) OF PERSONNEL EMPLOYED BY
PARTNERSHIP AT THE PROPERTY;
(F)
PAYMENTS UNDER (I) THE CONTRACTS AND
AGREEMENTS LISTED IN THE SCHEDULE ANNEXED HERETO AND MADE A PART HEREOF AS
EXHIBIT G (THE "SCHEDULE OF CONTRACTS") AND (II) ANY NEW CONTRACTS OR
AGREEMENTS, OTHER THAN LEASES, OR RENEWALS, EXTENSIONS OR MODIFICATIONS OF
CONTRACTS OR AGREEMENTS, IF PERMITTED UNDER SECTION 6.1 BELOW (THE CONTRACTS,
ETC. DESCRIBED IN BOTH CLAUSES (I) AND (II) ABOVE ARE HEREINAFTER REFERRED TO
COLLECTIVELY AS THE "CONTRACTS");
(G)
ANY PREPAID ITEMS, INCLUDING, WITHOUT
LIMITATION, OPERATIONAL PERMIT AND INSPECTION FEES, AND FEES FOR LICENSES
TRANSFERABLE AT CLOSING;
(H)
UTILITIES, INCLUDING, WITHOUT LIMITATION,
TELEPHONE, ELECTRICITY, WATER AND GAS, BASED UPON THE SUPPLIER'S LATEST BILL
THEREFORE, APPORTIONED TO THE DATE OF CLOSING;
(I)
DEPOSITS WITH ELECTRIC, WATER AND GAS
UTILITY COMPANIES OR OTHER PERSONS OR ENTITIES WHO SUPPLY GOODS OR SERVICES IN
CONNECTION WITH THE PROPERTY IF NOT RETURNED TO TRANSFERORS AT CLOSING; AND
(J)
PREMIUMS OR EXISTING TRANSFERABLE
INSURANCE POLICIES AS RENEWALS THEREOF; AND
(K)
ANY OTHER ITEMS WHICH ARE CUSTOMARILY
APPORTIONED UPON THE TRANSFER OF PROPERTIES SIMILAR TO THE PROPERTY IN THE STATE
AND COUNTY IN WHICH THE PROPERTY IS SITUATED.
4.2.
IF THE CLOSING SHALL OCCUR BEFORE A NEW REAL
ESTATE OR PERSONAL PROPERTY TAX RATE IS