PRORATIONS SHALL BE AGREED BETWEEN PURCHASER AND SELLER FOR PURPOSES OF MAKING
THE PRELIMINARY PRORATION ADJUSTMENT AT CLOSING SUBJECT TO THE FINAL CASH
SETTLEMENT PROVIDED FOR ABOVE.
NO PRORATIONS WILL BE MADE IN RELATION TO
INSURANCE PREMIUMS, AND PROJECT OWNER'S INSURANCE COVERAGE WILL BE CANCELED AND
RELEASED AT CLOSING.
ALL UTILITIES SHALL REMAIN IN THE NAME OF THE PROJECT
OWNER AND SELLER SHALL AT CLOSING BE CREDITED AN AMOUNT EQUAL TO ANY CASH
UTILITY DEPOSIT.
(C)
PURCHASER SHALL RECEIVE A CREDIT AT CLOSING IN AN AMOUNT EQUAL TO
THE SUM OF ALL UNAPPLIED REFUNDABLE DEPOSITS OR FEES, PAID TO PROJECT OWNER
UNDER THE TENANT LEASES AND ALL RENT PAID IN ADVANCE (TO THE EXTENT NOT PRORATED
AS SET FORTH ABOVE).
(D)
ALL LEASING COMMISSIONS, REFERRAL FEES AND LOCATOR FEES APPLICABLE
TO ANY TENANT LEASES WHERE THE TENANT HAS TAKEN OCCUPANCY PRIOR TO CLOSING SHALL
BE PAID IN FULL PRIOR TO CLOSING OR, TO THE EXTENT NOT PAID ON OR PRIOR TO
CLOSING, SHALL BE CREDITED TO PURCHASER AT CLOSING.
(E)
TO THE EXTENT POSSIBLE, SELLER SHALL PAY AND FULLY DISCHARGE ANY
AND ALL STATE INCOME OR FRANCHISE TAXES WHICH ARE DUE AND PAYABLE BY THE PROJECT
OWNER OR 109 WAGON WHEEL.
WITH REGARD TO ANY AND ALL ANY AND ALL STATE INCOME
OR FRANCHISE TAXES ATTRIBUTABLE TO THE YEAR OF CLOSING, SUCH TAXES SHALL BE
PRORATED AS OF THE CLOSING DATE ONCE THE AMOUNT OF SUCH TAXES IS KNOWN AND
SELLER SHALL PAY TO PURCHASER THE AMOUNT OF SUCH TAXES ATTRIBUTABLE TO THE
PERIOD PRIOR TO CLOSING.
(F)
EXCEPT AS PROVIDED IN SECTION 1.3(G) WITH REGARD TO APPLICATION
FEES, PURCHASER SHALL RECEIVE A CREDIT AT CLOSING IN AN AMOUNT EQUAL TO 50% OF
ALL NON-REFUNDABLE DEPOSITS AND FEES (INCLUDING PET FEES) PAID TO PROJECT OWNER
UNDER THE TENANT LEASES.
(G)
PURCHASER SHALL NOT BE ENTITLED TO ANY CREDIT AT CLOSING FOR
APPLICATION FEES PAID BY POTENTIAL TENANTS OF THE PROJECT WHEN PROJECT OWNER HAS
OBTAINED THE CREDIT CHECK OF SUCH POTENTIAL TENANT; ANY APPLICATION FEE FOR A
POTENTIAL TENANT OF THE PROJECT WHERE PROJECT OWNER HAS NOT OBTAINED THE CREDIT
CHECK FOR SUCH POTENTIAL TENANT SHALL BE FULLY CREDITED TO PURCHASER AT CLOSING.
(H)
AT OR PRIOR TO THE CLOSING, SELLER SHALL CAUSE THE CONSTRUCTION
LOAN TO BE PAID IN FULL AND OBTAIN A RELEASE OF ANY LIENS SECURING THE
CONSTRUCTION LOAN.
4
(I)
THE PROVISIONS OF THIS SECTION 1.3 SHALL SURVIVE CLOSING.
1.4
CONDITIONS TO THE CLOSING.
(A)
JOINT CONDITION.
THE OBLIGATIONS OF EACH PARTY TO CONSUMMATE THE
TRANSACTIONS PROVIDED FOR IN THIS AGREEMENT ARE SUBJECT TO THE CONDITION THAT ON
THE CLOSING DATE THERE SHALL BE NO ACTION, SUIT OR PROCEEDING (OTHER THAN SUCH
AN ACTION, SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY INSTITUTED BY A PARTY TO
THIS AGREEMENT) SHALL BE THREATENED OR PENDING, AND NO INJUNCTION, ORDER, DECREE
OR RULING SHALL BE IN EFFECT, SEEKING TO RESTRAIN OR PROHIBIT, OR TO OBTAIN
DAMAGES OR OTHER RELIEF IN CONNECTION WITH, THE EXECUTION AND DELIVERY OF THIS
AGREEMENT