IN THE FORM ATTACHED HERETO
AS EXHIBIT 10.2.2.
10.2.3.
A BILL OF SALE IN THE FORM ATTACHED HERETO AS EXHIBIT 10.2.3
CONVEYING THE PERSONAL PROPERTY.
10.2.4.
(I) COPIES OF ALL SERVICE CONTRACTS RELATING TO THE PROPERTY WHICH
PURCHASER HAS ELECTED TO ASSUME OR WHICH ARE NOT TERMINABLE BY SELLER ON OR
BEFORE THE CLOSING DATE; AND (II) AN ASSIGNMENT AND ASSUMPTION OF SERVICE
CONTRACTS AND WARRANTIES TO PURCHASER BY WAY OF AN ASSIGNMENT AND ASSUMPTION OF
CONTRACTS AGREEMENT, IN THE FORM ATTACHED HERETO AS EXHIBIT 10.2.4.
10.2.5.
THE FINAL PLANS AND SPECIFICATIONS.
10.2.6.
AN AFFIDAVIT PURSUANT TO THE FOREIGN INVESTMENT AND REAL PROPERTY
TAX ACT IN THE FORM ATTACHED HERETO AS EXHIBIT 10.2.6.
10.2.7.
AN EXECUTED OWNER'S AFFIDAVIT OR OTHER DOCUMENT(S) REQUIRED BY THE
TITLE COMPANY AS A CONDITION TO THE ISSUANCE OF A FINAL TITLE INSURANCE POLICY
IN FAVOR OF PURCHASER WITH AFFIRMATIVE COVERAGE AGAINST THE POSSIBLE LIEN CLAIMS
OF MECHANICS, LABORERS AND MATERIALMEN AND THE RIGHTS OF TENANTS (OTHER THAN
PURCHASER). ADDITIONALLY, SELLER SHALL DISCHARGE IN FULL ANY AND ALL SUCH
INDEBTEDNESS AT OR BEFORE THE CLOSING.
10.2.8.
WRITTEN DIRECTION TO THE TITLE COMPANY FOR DELIVERY OF THE ORIGINAL
LETTER OF CREDIT.
10.2.9.
EVIDENCE REASONABLY SATISFACTORY TO PURCHASER, PURCHASER'S ATTORNEYS
AND THE TITLE COMPANY WITH RESPECT TO THE RIGHT, POWER AND AUTHORITY OF SELLER'S
DESIGNATED REPRESENTATIVE(S) TO EXECUTE AND DELIVER THE CLOSING DOCUMENTS AND
CONSUMMATE THE SALE OF THE PROPERTY, SUCH EVIDENCE TO INCLUDE, WITHOUT
LIMITATION, (I) AN INCUMBENCY CERTIFICATE AND COMPANY MEMBER CERTIFICATE SIGNED
AND DATED BY THE CORPORATE SECRETARY OF SELLER AS OF THE DATE OF CLOSING
CERTIFYING AS TO THE NAMES (AND COMPANY TITLES, AS APPLICABLE) OF OFFICERS,
DIRECTORS AND MEMBERS OF SELLER AS OF THE DATE OF CLOSING AND (II) COMPANY
RESOLUTIONS OF SELLER AUTHORIZING SELLER TO ENTER INTO THIS AGREEMENT AND TO
PERFORM ALL OF SELLER'S OBLIGATIONS HEREUNDER, ACTING THROUGH DESIGNATED
CORPORATE OFFICERS OF SELLER.
16
10.2.10.
A SELLER'S AFFIDAVIT, SOUTH CAROLINA WITHHOLDING TAX, PURSUANT TO SC
CODE SECTION 12-8-580 AND SC REVENUE ADVISORY BULLETIN #02-6 IN THE FORM
ATTACHED HERETO AS EXHIBIT 10.2.10.
10.2.11.
THE TERMINATION OF LEASE IN THE FORM ATTACHED HERETO AS EXHIBIT
10.2.11, TO BE RECORDED IN THE PUBLIC RECORDS AFTER CLOSING.
10.2.12.
SUBJECT TO THE PROVISIONS OF SECTION 12.16 HEREOF, AN AGREEMENT IN
FORM AND SUBSTANCE ACCEPTABLE TO PURCHASER REAFFIRMING ALL OF SELLER'S
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AS OF THE DATE OF
CLOSING.
10.3.
PURCHASER'S DELIVERIES. AT THE CLOSING, PURCHASER SHALL (I) PAY
SELLER THE REMAINING BALANCE OF THE PURCHASE PRICE; AND (II) EXECUTE THE
AGREEMENT REFERRED TO IN SECTION 10.2.2.
10.4.
POSSESSION. PURCHASER SHALL BE ENTITLED TO EXCLUSIVE POSSESSION OF
THE PROPERTY, SUBJECT ONLY TO THE PERMITTED ENCUMBRANCES, UPON CONCLUSION OF THE
CLOSING.
10.5.
INSURANCE. SELLER SHALL TERMINATE ITS POLICIES OF INSURANCE AS OF
NOON ON THE CLOSING DATE, AND PURCHASER SHALL BE RESPONSIBLE FOR OBTAINING ITS
OWN INSURANCE THEREAFTER.
11.
DEFAULT; FAILURE OF CONDITION.
11.1.
PURCHASER DEFAULT. IF PURCHASER SHALL BECOME IN BREACH OF OR
DEFAULT UNDER THIS AGREEMENT AND THE BREACH OR