CUSTOMARY CLOSING COSTS OF THE ESCROW AGENT.
5.4.11
UTILITY CONTRACTS.
IF ANY SELLER HAS ENTERED INTO AN AGREEMENT
FOR THE PURCHASE OF ELECTRICITY, GAS OR OTHER UTILITY SERVICE FOR ITS PROPERTY
OR A GROUP OF PROPERTIES (INCLUDING SUCH PROPERTY) (A "UTILITY CONTRACT"), OR AN
AFFILIATE OF SUCH SELLER HAS ENTERED INTO A UTILITY CONTRACT, EITHER (A)
PURCHASER EITHER SHALL ASSUME THE UTILITY CONTRACT WITH RESPECT TO SUCH
PROPERTY, OR (B) THE REASONABLY CALCULATED COSTS OF THE UTILITY CONTRACT
ATTRIBUTABLE TO SUCH PROPERTY FROM AND AFTER THE CLOSING SHALL BE PAID TO THE
APPLICABLE SELLER AT THE CLOSING AND SUCH SELLER SHALL REMAIN RESPONSIBLE FOR
PAYMENTS UNDER THE UTILITY CONTRACT.
5.4.12
POSSESSION.
POSSESSION OF EACH PROPERTY, SUBJECT TO THE LEASES,
PROPERTY CONTRACTS, OTHER THAN TERMINATED CONTRACTS, AND PERMITTED EXCEPTIONS,
SHALL BE DELIVERED TO PURCHASER AT THE CLOSING UPON RELEASE FROM ESCROW OF ALL
ITEMS TO BE DELIVERED BY PURCHASER PURSUANT TO SECTION 5.3.
TO THE EXTENT
REASONABLY AVAILABLE TO EACH SELLER, ORIGINALS OR COPIES OF ITS LEASES AND
PROPERTY CONTRACTS, LEASE FILES, WARRANTIES, GUARANTIES, OPERATING MANUALS, KEYS
TO THE PROPERTY, AND SUCH SELLER'S BOOKS AND RECORDS RELATING TO ITS PROPERTY TO
BE CONVEYED BY SUCH SELLER (OTHER THAN PROPRIETARY INFORMATION) (COLLECTIVELY,
"SELLER'S PROPERTY-RELATED FILES AND RECORDS") REGARDING THE APPLICABLE PROPERTY
SHALL BE MADE AVAILABLE TO PURCHASER AT SUCH PROPERTY AFTER THE CLOSING.
PURCHASER AGREES, FOR A PERIOD OF NOT LESS THAN 3 YEARS AFTER THE CLOSING (THE
"RECORDS HOLD PERIOD"), TO (A) PROVIDE AND ALLOW THE APPLICABLE SELLER
REASONABLE ACCESS TO SELLER'S PROPERTY-RELATED FILES AND RECORDS FOR PURPOSES OF
INSPECTION AND COPYING THEREOF, AND (B) REASONABLY MAINTAIN AND PRESERVE
SELLER'S PROPERTY-RELATED FILES AND RECORDS.
5.5
POST CLOSING ADJUSTMENTS.
Purchaser or a Seller may request that Purchaser and such Seller undertake to
re-adjust any item on the Proration Schedule (or any item omitted therefrom),
with the exception of real property taxes which shall be final and not subject
to readjustment, in accordance with the provisions of Section 5.4 of this
Contract; provided, however, that neither party shall have any obligation to
re-adjust any items for any Property (a) after the expiration of 60 days after
Closing, or (b) subject to such 60-day period, unless such items exceed
$5,000.00 in magnitude (either individually or in the aggregate) with respect to
such Property.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER
6.1
SELLER'S REPRESENTATIONS.
Except, in all cases, for any fact, information or condition disclosed in the
Title Documents, the Permitted Exceptions, the Property Contracts, or the
Materials (other than as set forth in Sections 6.1.5, 6.1.6 or 6.1.7), or which
is otherwise known by Purchaser prior to the Closing, each Seller, individually
and severally with respect only to itself and its Property, represents and
warrants to Purchaser the following (collectively, the "Seller's
Representations") as of the Effective Date and as of the Closing Date; provided
that Purchaser's remedies if any such Seller's Representations are untrue as of
the Closing Date are limited to those set forth in Section 8.1:
6.1.1
SUCH SELLER