CLOSING, THEN AT CLOSING, ACQUIRER
AND TRANSFERORS SHALL COOPERATE TO CONSUMMATE SUCH TRANSFER AFTER THE CLOSING
AND TRANSFERORS AGREE, AT THE WRITTEN REQUEST OF ACQUIRER AFTER THE CLOSING, TO
"DRAW DOWN" OR CAUSE TO BE "DRAWN DOWN" SUCH NON-CASH SECURITY DEPOSIT ON BEHALF
OF ACQUIRER, PROVIDED IN EACH SUCH INSTANCE PRIOR TO SUCH "DRAW DOWN" ACQUIRER
ENTERS INTO AN AGREEMENT IN FORM REASONABLY REQUESTED BY PARTNERSHIP TO
INDEMNIFY AND HOLD HARMLESS PARTNERSHIP AND TRANSFERORS FROM ALL LIABILITY,
LOSS, COST AND EXPENSE IN CONNECTION WITH SUCH "DRAW DOWN";
(K)
NOTICES TO THE TENANTS OF THE BUILDING
ADVISING THE TENANTS OF THE ASSIGNMENT AND ASSUMPTION OF GROUND LEASE AND
DIRECTING THAT RENTS AND OTHER PAYMENTS THEREAFTER BE SENT TO COMPANY, OR AS
COMPANY MAY DIRECT, AND OTHERWISE IN FORM AND SUBSTANCE SATISFACTORY TO EACH
PARTY HERETO AND SUFFICIENT IN THE JUDGMENT OF EACH PARTY TO SATISFY ALL LEGAL
REQUIREMENTS, IF ANY, FOR SUCH NOTICE AND TO RELIEVE PARTNERSHIP OF ALL
LIABILITY RELATING TO THE SECURITY DEPOSITS, IF ANY, HELD UNDER THE LEASES;
(L)
A BILL OF SALE CONVEYING, TRANSFERRING
AND SELLING TO COMPANY, WITHOUT RECOURSE OR WARRANTY WHATSOEVER, ALL RIGHT,
TITLE AND INTEREST OF PARTNERSHIP IN AND TO ALL PERSONAL PROPERTY.
COMPANY
ACKNOWLEDGES THAT THE PERSONAL PROPERTY HAS NO VALUE AND THAT SAID BILL OF SALE
IS BEING PROVIDED AS AN ACCOMMODATION TO COMPANY.
PARTNERSHIP SHALL PREPARE AND
36
FILE ANY REQUIRED SALES TAX RETURN IN CONNECTION WITH THE PERSONAL PROPERTY AND
THE PARTNERSHIP SHALL PAY THE SALES TAX DUE THEREON, IF ANY.
AT THE CLOSING,
COMPANY SHALL (I) EXECUTE AND DELIVER SUCH BILL OF SALE AND SALES TAX RETURN TO
PARTNERSHIP AND (II) DELIVER TO PARTNERSHIP AN UNENDORSED CERTIFIED CHECK
PAYABLE TO THE ORDER OF THE APPROPRIATE COLLECTION OFFICER IN THE AMOUNT OF THE
SALES TAX DUE WITH SUCH RETURN;
(M)
A NON-FOREIGN AFFIDAVIT STATING THAT
PARTNERSHIP IS NOT A "FOREIGN PERSON" WITHIN THE MEANING OF SECTION 1445 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS PROMULGATED
THEREUNDER (THE "FIRPTA PROVISIONS");
(N)
ALL LEASES (AND ALL LEASE FILES) EXCEPT FOR
THE MISSING LEASE DOCUMENTS, AND, TO THE EXTENT IN PARTNERSHIP'S OR ITS MANAGING
AGENT'S POSSESSION ON THE CLOSING DATE, CONTRACTS AND OTHER DOCUMENTS AND
RECORDS RELATING TO THE PROPERTY; AND
(O)
INTENTIONALLY OMITTED.
(P)
AN ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP
INTERESTS (THE "ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS") IN THE FORM
SET FORTH IN EXHIBIT AA ATTACHED HERETO AND MADE A PART HEREOF FROM EACH
TRANSFEROR.
(Q)
THE CONSENT OF THE LENDER PURSUANT TO
SECTION 3.1 TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT;
(R)
A WRITTEN STATEMENT EXECUTED BY THE
LANDLORD UNDER THE GROUND LEASE CONTAINING THE STATEMENTS PRESCRIBED BY
PARAGRAPH TWENTY-SEVENTH OF THE GROUND LEASE.
(S)
A WRITTEN STATEMENT EXECUTED BY THE LENDER
STATING (I) THE AMOUNT OF UNPAID PRINCIPAL AND INTEREST UNDER THE MORTGAGE LOAN,
AND (II) THAT TO THE KNOWLEDGE OF THE LENDER, THERE ARE NO DEFAULTS UNDER THE
MORTGAGE LOAN;
(T)
SUCH INSTRUMENTS AS ARE NECESSARY AND
REASONABLY REQUIRED BY ACQUIRER OR