AT NO COST TO SELLER, IF REQUESTED
BY SELLER, AND (C) THE DEPOSIT SHALL BE PAID TO SELLER TO THE EXTENT IS HAS
BECOME NONREFUNDABLE IN ACCORDANCE WITH THIS AGREEMENT.
7.
CLOSING; DELIVERIES.
7.1
CLOSING DATE.
THE CLOSING OF THE TRANSACTION DESCRIBED IN THIS
AGREEMENT (THE "CLOSING") SHALL TAKE PLACE ON THE DATE WHICH IS THIRTY (30) DAYS
AFTER THE EXPIRATION OF THE ENVIRONMENTAL CONTINGENCY PERIOD (OR THE NEXT
BUSINESS DAY IF SUCH DATE FALLS ON A WEEKEND OR HOLIDAY) (THE CLOSING DATE").
UPON SELLER'S REQUEST, BUYER SHALL CONFIRM IN WRITING THE DATE ON WHICH THE
ENVIRONMENTAL CONTINGENCY PERIOD EXPIRES HEREUNDER AND/OR THE CLOSING DATE.
THE
CLOSING SHALL BE DEEMED TO OCCUR AS OF THE MOMENT THE DEED IS RECORDED AND THE
PURCHASE PRICE IS DISBURSED TO SELLER.
7.2
SELLER'S CLOSING DEPOSITS.
AT OR PRIOR TO THE CLOSING, SELLER
SHALL DEPOSIT THE FOLLOWING INTO THE ESCROW FOR RECORDATION AND/OR DELIVERY TO
BUYER AT THE CLOSING:
7.2.1
GRANT DEED.
A GRANT DEED, DULY EXECUTED AND ACKNOWLEDGED BY SELLER
AND IN PROPER FORM FOR RECORDING (THE "DEED"), SUBJECT TO THE PERMITTED
EXCEPTIONS.
7.2.2
ASSIGNMENT OF CONTRACTS.
AN ASSIGNMENT TO BUYER OF ALL OF SELLER'S
RIGHT, TITLE AND INTEREST IN THE ASSIGNED CONTRACTS, IF ANY, IN THE FORM
ATTACHED HERETO AS EXHIBIT "C," WHICH SHALL PROVIDE FOR AN ASSUMPTION BY BUYER
OF ALL OBLIGATIONS OF ASSIGNOR THEREUNDER FROM AND AFTER THE DATE OF THE
CLOSING.
7.2.3
CONTRACTS.
ORIGINALS OR COPIES CERTIFIED BY SELLER OF THE ASSIGNED
CONTRACTS, IF ANY, WHICH MAY BE DELIVERED OUTSIDE OF THE ESCROW, AT SELLER'S
ELECTION.
7.2.4
FIRPTA.
A CERTIFICATION AND AFFIDAVIT AS REQUIRED BY THE FOREIGN
INVESTORS PROPERTY TAX ACT, AS AMENDED, AND THE COMPARABLE PROVISIONS OF
CALIFORNIA LAW.
7.2.5
OTHER DOCUMENTS.
SUCH RESOLUTIONS, AUTHORIZATIONS, BYLAWS OR OTHER
CORPORATE/PARTNERSHIP DOCUMENTS OR AGREEMENTS RELATING TO SELLER AS MAY BE
REASONABLY REQUESTED.
7.3
BUYER'S CLOSING DEPOSITS.
AT OR PRIOR TO THE CLOSING, BUYER SHALL
DEPOSIT INTO THE ESCROW FOR DELIVERY TO SELLER AT THE CLOSING THE FOLLOWING:
10
7.3.1
BALANCE OF PURCHASE PRICE.
THE BALANCE OF THE PURCHASE PRICE IN
CASH OR BY WIRE TRANSFER IN THE AMOUNT REQUIRED UNDER ARTICLE 2 HEREOF FOR
DELIVERY TO ESCROW AGENT.
7.3.2
ASSIGNMENT OF CONTRACTS.
THE ASSIGNMENT OF THE ASSIGNED CONTRACTS
TO BE ASSUMED BY BUYER PURSUANT TO SECTION 3.3 HEREIN.
7.3.3
OTHER DOCUMENTS.
SUCH OTHER INSTRUMENTS AND DOCUMENTS AS REASONABLY
MAY BE REQUIRED TO EFFECTUATE THIS AGREEMENT AND CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
8.
APPORTIONMENTS; EXPENSES.
8.1
APPORTIONMENTS.
8.1.1
TAXES, UTILITIES AND OPERATING EXPENSES.
ALL REAL ESTATE TAXES,
CHARGES AND ANY ASSESSMENTS AFFECTING THE PROPERTY AND ALL CHARGES FOR
UTILITIES, INSURANCE AND OTHER OPERATING EXPENSES OF THE PROPERTY, IF ANY, SHALL
BE PRORATED ON A PER DIEM BASIS AS OF MIDNIGHT ON THE DATE BEFORE CLOSING.
IF
ANY REAL ESTATE TAXES, CHARGES OR ASSESSMENTS OR ANY CHARGES FOR UTILITIES,
INSURANCE AND OTHER OPERATING EXPENSES OF THE PROPERTY HAVE NOT BEEN FINALLY
ASSESSED OR BILLED TO SELLER AS OF MIDNIGHT ON THE DATE BEFORE CLOSING, THEN THE
SAME SHALL BE ADJUSTED AT