BALANCE OF THE PURCHASE
PRICE AND ALL OTHER DOCUMENTS AND INSTRUMENTS REQUIRED FOR THE CLOSING. IN SUCH
EVENT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL OBLIGATIONS AND LIABILITIES OF
THE PARTIES UNDER THIS AGREEMENT SHALL TERMINATE (EXCEPT FOR ANY OBLIGATIONS OR
LIABILITIES UNDER THIS AGREEMENT WHICH SPECIFICALLY SET FORTH THAT SUCH
OBLIGATIONS OR LIABILITIES SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT) AND
(A) ALL DOCUMENTATION DELIVERED TO BUYER PURSUANT HERETO SHALL BE RETURNED TO
SELLER, (B) ALL THIRD PARTY REPORTS OBTAINED BY BUYER WITH RESPECT TO THE
PHYSICAL CONDITION OF THE PROPERTY SHALL BE DELIVERED TO SELLER, WITHOUT
REPRESENTATION OR WARRANTY, AT NO COST TO SELLER, IF REQUESTED BY SELLER, AND
(C) THE DEPOSIT SHALL BE PAID TO SELLER TO THE EXTENT SELLER IS ENTITLED THERETO
IN ACCORDANCE WITH SECTION 17 OF 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 FIFTEEN (15) DAYS AFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD (OR THE
NEXT BUSINESS DAY IF SUCH DATE FALLS ON A WEEKEND OR HOLIDAY) (THE CLOSING
DATE"). UPON EITHER PARTY'S REQUEST, THE OTHER PARTY SHALL CONFIRM IN WRITING
THE DATE ON WHICH THE DUE DILIGENCE 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 (THE "DEED") FOR THE REAL
PROPERTY IN THE FORM ATTACHED HERETO AS EXHIBIT "E", DULY EXECUTED AND
ACKNOWLEDGED BY SELLER AND IN PROPER FORM FOR RECORDING, SUBJECT ONLY TO THE
PERMITTED EXCEPTIONS.
7.2.2
ASSIGNMENT OF INTANGIBLE PROPERTY. TWO
(2) COUNTERPART ORIGINALS OF AN ASSIGNMENT ("ASSIGNMENT") FOR ALL OF SELLER'S
RIGHT, TITLE AND INTEREST IN THE INTANGIBLE PROPERTY IN THE FORM ATTACHED HERETO
AS EXHIBIT "C," DULY EXECUTED BY SELLER, WHICH SHALL PROVIDE FOR AN ASSUMPTION
BY BUYER OF ALL OBLIGATIONS OF ASSIGNOR THEREUNDER ACCRUING FROM AND AFTER THE
DATE OF THE CLOSING.
7.2.3
FIRPTA AND FORM 593-C. A CERTIFICATION AND AFFIDAVIT
AS REQUIRED BY THE FOREIGN INVESTORS PROPERTY TAX ACT, AS AMENDED, AND THE
COMPARABLE PROVISIONS OF CALIFORNIA LAW.
7.2.4
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:
11
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 INTANGIBLE PROPERTY. TWO
(2) COUNTERPART ORIGINALS OF THE ASSIGNMENT DULY EXECUTED BY BUYER.
7.3.3
OTHER DOCUMENTS. SUCH OTHER INSTRUMENTS AND DOCUMENTS
AS REASONABLY MAY BE REQUIRED TO EFFECTUATE THIS AGREEMENT AND CONSUMMATE