SUCH EVENT CONSTITUTES
THE NON-FULFILLMENT OF THE CONDITION SET FORTH IN SECTION 9.1(B), PURCHASER
SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT OR RECEIVE A REDUCTION IN THE
PURCHASE PRICE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 9.1(B), AND (II)
SUCH REPRESENTATION OR WARRANTY THAT IS NO LONGER TRUE AND CORRECT IN ALL
MATERIAL RESPECTS IS CONTAINED IN SUBSECTIONS 8.1(A) THROUGH (D), (F), AND (L)
THROUGH (P), AND SUCH CHANGE IS NOT IN ACCORDANCE WITH SECTION 7.1, IT SHALL
CONSTITUTE THE FAILURE OF A CONDITION PRECEDENT, ENTITLING PURCHASER TO
TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO SELLER.
IN SUCH EVENT, PURCHASER
SHALL RECEIVE THE PROMPT RETURN OF THE EARNEST MONEY DEPOSIT AND ALL INTEREST
EARNED THEREON, AND EXCEPT FOR THE TERMINATION SURVIVING OBLIGATIONS, NEITHER
PARTY SHALL HAVE ANY FURTHER LIABILITY UNDER THIS AGREEMENT.
THE
REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS OF SELLER CONTAINED IN THE SELLER
CERTIFICATE SHALL BE SUBJECT TO THE PROVISION OF SECTION 8.3 ABOVE;
(K)
THE ESTOPPEL CERTIFICATES RECEIVED BY SELLER PURSUANT TO SECTION
7.2 ABOVE; AND
(L)
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
AND AN AFFIDAVIT OF TITLE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
SELLER AND THE TITLE COMPANY.
SECTION 10.4
PRORATIONS.
(A)
SELLER AND PURCHASER AGREE TO ADJUST, AS OF 11:59 P.M. ON THE DAY
PRECEDING THE CLOSING DATE (THE "PRORATION TIME"), THE FOLLOWING (COLLECTIVELY,
THE "PRORATION ITEMS"):
(I)
RENTS, IN ACCORDANCE WITH SECTION 10.4(B) BELOW.
(II)
SELLER SHALL CREDIT PURCHASER AT CLOSING WITH ALL CASH SECURITY
DEPOSITS AND ANY PREPAID RENTS, TOGETHER WITH ANY INTEREST TO BE PAID TO THE
TENANT THEREON.
(III)
UTILITY CHARGES PAYABLE BY SELLER, INCLUDING, WITHOUT LIMITATION,
ELECTRICITY, WATER CHARGES AND SEWER CHARGES.
IF THERE ARE METERS ON THE REAL
PROPERTY, SELLER WILL CAUSE READINGS OF ALL SAID METERS TO BE PERFORMED NOT MORE
THAN FIVE (5) DAYS PRIOR TO THE CLOSING DATE, AND A PER DIEM ESTIMATED
ADJUSTMENT SHALL BE MADE FOR THE DAYS BETWEEN THE METER READING DATE AND THE
CLOSING DATE BASED ON THE MOST RECENT METER READING.
(IV)
AMOUNTS PAYABLE UNDER THE APEX AGREEMENTS AND SERVICE CONTRACTS.
(V)
REAL ESTATE TAXES DUE AND PAYABLE FOR THE CALENDAR YEAR.
IF THE
CLOSING DATE SHALL OCCUR BEFORE THE TAX RATE IS FIXED, THE APPORTIONMENT OF REAL
ESTATE TAXES SHALL BE UPON THE BASIS OF THE TAX RATE FOR THE PRECEDING YEAR
APPLIED TO THE LATEST ASSESSED VALUATION.
IF, SUBSEQUENT TO THE CLOSING DATE,
REAL ESTATE TAXES (BY REASON OF CHANGE IN EITHER ASSESSMENT OR RATE OR FOR ANY
OTHER REASON) FOR THE REAL PROPERTY SHOULD BE DETERMINED TO BE HIGHER OR LOWER
THAN THOSE THAT ARE APPORTIONED, A NEW COMPUTATION SHALL BE MADE, AND SELLER
AGREES TO PAY PURCHASER ANY INCREASE SHOWN BY SUCH RECOMPUTATION AND VICE
VERSA.
PURCHASER SHALL, AT CLOSING, ASSUME ALL EXPENSES INCURRED OR TO BE
INCURRED IN CONNECTION WITH ANY REAL ESTATE TAX APPEALS THAT ARE PENDING