BY BUYER ON OR PRIOR TO THE CLOSING DATE; AND
(C)
PAYMENT OF THE PURCHASE PRICE, AS ADJUSTED
AND PRORATED HEREUNDER.
7.2
CONDITIONS TO BUYER'S OBLIGATIONS.
THE
OBLIGATIONS OF BUYER TO CONSUMMATE THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT ARE, IN ADDITION TO THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT,
SUBJECT TO THE FOLLOWING (ANY ONE OR MORE OF WHICH MAY BE WAIVED IN WHOLE OR IN
PART BY BUYER AT ITS DISCRETION):
(A)
THE REPRESENTATIONS AND WARRANTIES MADE BY
SELLER IN THIS AGREEMENT BEING TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND
AS OF THE CLOSING DATE WITH THE SAME FORCE AND EFFECT AS THOUGH SUCH
REPRESENTATIONS AND WARRANTIES HAD BEEN MADE AS OF THE CLOSING DATE, AND SELLER
SHALL DELIVER A CERTIFICATE TO SUCH EFFECT AT CLOSING
(B)
THE ISSUANCE OF AN IRREVOCABLE COMMITMENT BY
THE TITLE COMPANY THAT THE TITLE COMPANY IS READY, WILLING, AND ABLE TO ISSUE,
UPON PAYMENT OF TITLE COMPANY'S REGULARLY SCHEDULED PREMIUM, (A) AN AMERICAN
LAND TITLE ASSOCIATION (ALTA) EXTENDED OWNER'S POLICY OF TITLE INSURANCE IN THE
FACE AMOUNT OF THE PURCHASE PRICE WHICH MUST HAVE ENDORSEMENTS AS REQUIRED BY
BUYER, SHOWING TITLE TO THE PROPERTY VESTED IN BUYER SUBJECT ONLY TO THE
PERMITTED EXCEPTIONS, THE LIEN OF REAL PROPERTY TAXES FOR THE CURRENT FISCAL
YEAR NOT YET DUE OR PAYABLE, AND THE STANDARD PREPRINTED EXCEPTIONS AND
STIPULATIONS OF THE TITLE COMMITMENT AND OWNER'S TITLE INSURANCE POLICY
(C)
THE LEASES SHALL HAVE EXPIRED AND ALL
TENANTS THEREUNDER SHALL HAVE VACATED THE PROPERTY;
(D)
THE LOS ANGELES COUNTY FIRE DEPARTMENT SHALL
HAVE SIGNED-OFF THAT THE VIOLATION SPECIFIED IN SCHEDULE 1 HAS BEEN REMEDIATED;
AND
(E)
SELLER HAVING PERFORMED IN ALL MATERIAL
RESPECTS ALL COVENANTS AND OBLIGATIONS IN ALL MATERIAL RESPECTS REQUIRED BY THIS
AGREEMENT TO BE PERFORMED BY SELLER ON OR PRIOR TO THE CLOSING DATE.
ARTICLE 8
CLOSING
8.1
ESCROW CLOSING.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED IN THIS AGREEMENT, THE CONSUMMATION OF THE TRANSACTION
CONTEMPLATED IN THIS AGREEMENT (THE "CLOSING") SHALL OCCUR AT 10:00 A.M. AT THE
OFFICES OF CHICAGO TITLE INSURANCE COMPANY, 700 S. FLOWER STREET, SUITE 800, LOS
ANGELES, CA 90017 ON THE DATE THAT IS THIRTY (30) DAYS AFTER THE EXPIRATION OF
THE FEASIBILITY TERMINATION DATE (THE "CLOSING DATE"), UNLESS FURTHER EXTENDED
AS PROVIDED HEREIN BELOW.
IT IS AGREED THAT TIME IS OF THE ESSENCE IN THIS
AGREEMENT.
10
8.2
SELLER'S CLOSING DELIVERIES.
ON THE CLOSING
DATE, SELLER SHALL DELIVER OR CAUSE TO BE DELIVERED AT ITS EXPENSE EACH OF THE
FOLLOWING ITEMS TO BUYER:
(A)
A DULY EXECUTED AND ACKNOWLEDGED GRANT DEED
CONVEYING THE REAL PROPERTY AND THE IMPROVEMENTS TO BUYER WITH TITLE AS PROVIDED
IN SECTION 6.3, SUCH DEED TO BE IN THE FORM ATTACHED HERETO AS EXHIBIT E;
(B)
A DULY EXECUTED AND ACKNOWLEDGED BILL OF
SALE AND GENERAL ASSIGNMENT CONVEYING THE PERSONAL PROPERTY AND THE INTANGIBLE
PROPERTY TO BUYER IN THE FORM ATTACHED HERETO AS EXHIBIT F;
(C)
A DULY EXECUTED AND ACKNOWLEDGED
CERTIFICATE OF NON-FOREIGN STATUS FROM SELLER IN THE FORM ATTACHED HERETO