CREDIT WITHIN 15 DAYS AFTER
RECEIPT OR ENTITLEMENT THERETO.
(III)
CHARGES REFERRED TO IN THIS SECTION 4.4 WHICH ARE PAYABLE BY ANY
TENANT TO A THIRD PARTY, IF ANY, SHALL NOT BE APPORTIONED HEREUNDER, AND
PURCHASER SHALL ACCEPT THE SHARES NOTWITHSTANDING THAT THE TRUSTS OR THEIR
SUBSIDIARIES HAVE LIABILITY FOR ANY SUCH UNPAID CHARGES AND PURCHASER AND ITS
SUBSIDIARIES SHALL LOOK SOLELY TO THE TENANT RESPONSIBLE THEREFORE FOR THE
PAYMENT OF THE SAME. IF SELLER OR THE TRUSTS OR THEIR SUBSIDIARIES SHALL HAVE
PAID ANY OF SUCH CHARGES ON BEHALF OF ANY TENANT, AND SHALL NOT HAVE BEEN
REIMBURSED THEREFORE BY THE TIME OF CLOSING, PURCHASER SHALL CREDIT TO SELLER AN
AMOUNT EQUAL TO ALL SUCH CHARGES SO PAID BY SELLER. SELLER SHALL RETAIN ALL
AMOUNTS RECEIVED PRIOR TO CLOSING FROM ANY TENANT WITH RESPECT TO PROPERTY TAXES
AND ASSESSMENTS, BUT SELLER SHALL CREDIT TO PURCHASER AT CLOSING AN AMOUNT EQUAL
TO ANY SUCH PAYMENTS WHICH ARE ATTRIBUTABLE TO THE PERIOD FROM AND AFTER CLOSING
CONSISTENT WITH THE METHOD SET FORTH IN SECTION 4.4.2(II).
(IV)
SELLER SHALL RECEIVE THE ENTIRE ADVANTAGE OF ANY DISCOUNTS FOR THE
PREPAYMENT OF ANY TAXES, WATER RATES OR SEWER RENTS.
13
(V)
AS TO GAS, ELECTRICITY AND OTHER UTILITY CHARGES REFERRED TO IN
SECTION 4.4.1(IV) ABOVE, SELLER MAY ON NOTICE TO PURCHASER ELECT TO PAY ONE OR
MORE OF ALL OF SAID ITEMS ACCRUED TO THE DATE HEREINABOVE FIXED FOR
APPORTIONMENT DIRECTLY TO THE PERSON OR ENTITY ENTITLED THERETO, AND TO THE
EXTENT SELLER SO ELECTS, SUCH ITEM SHALL NOT BE APPORTIONED HEREUNDER, AND
SELLER'S OBLIGATION TO PAY SUCH ITEM DIRECTLY IN SUCH CASE SHALL SURVIVE THE
CLOSING.
(VI)
THE PERSONAL PROPERTY IS INCLUDED IN THIS SALE, WITHOUT FURTHER
CHARGE. SELLER SHALL PAY ANY AND ALL SALES OR SIMILAR TAXES PAYABLE IN
CONNECTION WITH THE PERSONAL PROPERTY AND SELLER SHALL EXECUTE AND DELIVER ANY
TAX RETURNS REQUIRED OF IT IN CONNECTION THEREWITH, SAID OBLIGATIONS OF SELLER
TO SURVIVE CLOSING.
(VII)
UNPAID AND DELINQUENT RENT AS OF THE CLOSING SHALL NOT BE
PRORATED, BUT IF AND WHEN COLLECTED BY SELLER OR PURCHASER (OR THE PROPERTY
LLCS) AFTER CLOSING SHALL BE DELIVERED AS FOLLOWS:
(A) IF SELLER COLLECTS ANY
UNPAID OR DELINQUENT RENT FOR THE PROPERTY, SELLER SHALL, WITHIN FIFTEEN (15)
DAYS AFTER THE RECEIPT THEREOF, DELIVER TO PURCHASER ANY SUCH RENT WHICH
PURCHASER IS ENTITLED TO HEREUNDER RELATING TO THE DATE OF CLOSING AND ANY
PERIOD THEREAFTER, AND (B) IF PURCHASER OR THE TRUSTS, OR THEIR SUBSIDIARIES
COLLECT ANY UNPAID OR DELINQUENT RENT FROM THE PROPERTY, PURCHASER SHALL, WITHIN
FIFTEEN (15) DAYS AFTER THE RECEIPT THEREOF, DELIVER TO SELLER ANY SUCH RENT
WHICH SELLER OR THE TRUSTS OR THEIR SUBSIDIARIES ARE ENTITLED TO HEREUNDER
RELATING TO THE PERIOD PRIOR TO THE DATE OF CLOSING. SELLER AND PURCHASER AGREE
THAT (Y) ALL RENT RECEIVED BY ANY PARTY WITHIN THE FIRST THIRTY (30) DAY PERIOD
AFTER THE DATE OF CLOSING SHALL BE APPLIED FIRST TO DELINQUENT RENTS OWED WITH
RESPECT TO PRE-CLOSING PERIODS, THEN TO RENTS DUE