THIS AGREEMENT OR AS MAY REASONABLY BE REQUIRED TO
CARRY OUT THE TERMS AND INTENT OF THIS AGREEMENT; PROVIDED THAT BUYER SHALL NOT
BE OBLIGATED TO CAUSE THE DELIVERY OF ANY SUCH INSTRUMENT OR DOCUMENT THAT WOULD
INCREASE OR EXPAND BUYER'S OBLIGATIONS OR LIABILITY UNDER THIS AGREEMENT.
7.4
POSSESSION OF THE PROPERTY; CONDITION OF PROPERTY
At the Closing, possession of the Property shall be delivered to Buyer vacant
and free of any occupants, subject to the Permitted Exceptions.
18
8.
PRORATIONS AND ADJUSTMENTS
8.1
GENERAL
The following adjustments shall be made with respect to the Property, and the
following procedures shall be followed:
(A)
PREPARATION OF PRORATIONS.
AT LEAST FIVE (5) DAYS BEFORE
THE CLOSING DATE, SELLER SHALL PREPARE AND DELIVER, OR CAUSE ESCROW HOLDER TO
PREPARE AND DELIVER, TO BUYER AN UNAUDITED STATEMENT FOR THE PROPERTY (THE
"PRELIMINARY PRORATION STATEMENT") SHOWING PRORATIONS FOR THE ITEMS SET FORTH
BELOW, CALCULATED AS OF 12:01 A.M. ON THE CLOSING DATE, ON THE BASIS OF A
365-DAY YEAR.
BUYER AND ITS REPRESENTATIVES SHALL BE AFFORDED REASONABLE ACCESS
TO SELLER'S BOOKS AND RECORDS WITH RESPECT TO THE PROPERTY AND SELLER'S WORK
PAPERS PERTAINING TO THE PRELIMINARY PRORATION STATEMENT TO CONFIRM THE ACCURACY
OF THE PRELIMINARY PRORATION STATEMENT.
BUYER AND SELLER SHALL AGREE UPON ANY
ADJUSTMENTS TO BE MADE TO THE PRELIMINARY PRORATION STATEMENT BEFORE THE
CLOSING, AND AT THE CLOSING, BUYER OR SELLER, AS APPLICABLE, SHALL RECEIVE A
CREDIT EQUAL TO THE NET AMOUNT DUE BUYER OR SELLER, AS APPLICABLE, PURSUANT TO
THE PRELIMINARY PRORATION STATEMENT AS FINALLY AGREED UPON BY BUYER AND SELLER.
THE ITEMS TO BE COVERED BY THE PRELIMINARY PRORATION STATEMENT ARE AS FOLLOWS:
(I)
NON-DELINQUENT REAL PROPERTY TAXES AND ASSESSMENTS;
PROVIDED THAT IF THE REAL PROPERTY TAX ASSESSMENT FOR THE FISCAL YEAR IN WHICH
THE CLOSING OCCURS HAS NOT BEEN ISSUED AS OF THE CLOSING DATE, REAL PROPERTY
TAXES SHALL BE PRORATED BASED ON THE MOST RECENT ASSESSED VALUE OF THE PROPERTY,
MULTIPLIED BY THE CURRENT TAX RATE, AND SUCH TAX PRORATION SHALL BE SUBJECT TO
ADJUSTMENT PURSUANT TO SUBPARAGRAPH (B) OF THIS SECTION 8.1;
(II)
THE CURRENT INSTALLMENT (ONLY) ON ANY IMPROVEMENT BONDS
WHICH ARE A LIEN ON THE PROPERTY; BUYER SHALL TAKE THE PROPERTY SUBJECT TO ALL
FUTURE INSTALLMENTS OF ANY IMPROVEMENT BONDS;
(III)
WATER, SEWER AND UTILITY CHARGES;
(IV)
AMOUNTS PAYABLE UNDER THE MISCELLANEOUS AGREEMENT;
(V)
ASSESSMENTS UNDER THE CC&RS;
(VI)
PERMITS, LICENSES AND/OR INSPECTION FEES (CALCULATED ON THE
BASIS OF THE PERIOD COVERED), BUT ONLY TO THE EXTENT TRANSFERRED TO BUYER; AND
(VII)
ANY OTHER EXPENSES NORMAL TO THE OPERATION AND MAINTENANCE OF
THE PROPERTY.
(B)
POST-CLOSING ADJUSTMENTS.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS SECTION 8, (I) IF THE AMOUNT OF THE REAL PROPERTY
TAXES AND ASSESSMENTS PAYABLE WITH RESPECT TO THE PROPERTY FOR ANY PERIOD BEFORE
CLOSING IS DETERMINED TO BE MORE THAN THE AMOUNT OF SUCH REAL PROPERTY TAXES AND
ASSESSMENTS THAT IS PRORATED HEREIN (IN THE CASE OF THE CURRENT YEAR) OR THAT
WAS PAID BY SELLER (IN THE CASE