CLOSING DOCUMENTS AS ARE CUSTOMARY FOR
SIMILAR TYPE CLOSINGS (BUT WITHOUT ANY REQUIREMENT THAT BUYER PROVIDE ANY
REPRESENTATION OR WARRANTY, OF ANY NATURE, OR UNDERTAKE ANY LIABILITY TO OR FOR
THE BENEFIT OF, SELLER EXCEPT THOSE CUSTOMARILY GIVEN AND SIMILAR TO THOSE
PROVIDED IN THIS AGREEMENT), AND SELLER SHALL DELIVER THE PURCHASE PRICE FOR THE
*** LAND TO BUYER VIA FEDERAL WIRE TRANSFER AND SUBJECT TO A REAL ESTATE TAX
PRORATION BASED ON LAND VALUES ONLY FOR THE *** LAND, CALCULATED IN ACCORDANCE
WITH THE SAME METHOD PURSUANT TO WHICH THE REAL ESTATE TAXES WERE PRORATED UNDER
THIS AGREEMENT.
SELLER SHALL ALSO BE RESPONSIBLE, AT SELLER'S SOLE COST, TO
CAUSE A REAL ESTATE TAX DIVISION TO OCCUR, AS QUICKLY AS IS POSSIBLE FOLLOWING
THE CLOSING OF THE CONVEYANCE OF THE *** LAND TO SELLER, BETWEEN THE *** LAND
AND *** , SO AS TO CAUSE EACH OF THE *** LAND AND *** TO HAVE A SEPARATE AND
DISTINCT TAX IDENTIFICATION NUMBER.
THE PROVISIONS OF THIS SECTION 19.2 SHALL
SURVIVE THE CLOSING AND SHALL NOT MERGE INTO ANY CONVEYANCING DOCUMENTS
DELIVERED AT CLOSING.
19.3
FORM 8-K FILINGS.
SELLER AGREES TO COOPERATE WITH BUYER, WITHOUT
THIRD PARTY EXPENSE TO SELLER, BEFORE AND AFTER CLOSING IN PROVIDING SUCH
INFORMATION ABOUT THE PROPERTY AS BUYER MAY REASONABLY REQUIRE TO PREPARE ITS
FORM 8-K FILINGS AND SUCH OTHER REPORTS AND FILINGS AS MAY BE REQUIRED BY ANY
GOVERNMENTAL AUTHORITY.
19.4
PENDING LAND SALE PROPERTY.
BUYER AND SELLER ACKNOWLEDGES THAT
SELLER HAS ADVISED BUYER THAT SELLER IS NEGOTIATING THE TERMS OF, OR HAS ENTERED
INTO, CONTRACTS FOR THE SALE OF SOME OF THE UNDEVELOPED PROPERTY, AS MORE
SPECIFICALLY IDENTIFIED ON EXHIBIT P ATTACHED HERETO ("PENDING LAND SALE
PROPERTY").
FIVE (5) DAYS PRIOR TO THE CLOSING DATE, SELLER SHALL NOTIFY BUYER,
IN WRITING, IF ANY OF THE PENDING LAND SALE PROPERTY IS TO BE EXCLUDED FROM THE
CLOSING, WHEREUPON (I) THE PURCHASE PRICE FOR THE UNDEVELOPED PROPERTY SHALL BE
REDUCED BY AN AMOUNT EQUAL TO THE RELEASE PRICE FOR SUCH PENDING LAND SALE
PROPERTY AS SET FORTH IN EXHIBIT P; AND (II) SELLER SHALL REIMBURSE PURCHASER,
WITHIN TEN (10) DAYS AFTER WRITTEN DEMAND THEREFOR, FOR ALL OF THE REASONABLE,
DOCUMENTED THIRD PARTY COSTS AND EXPENSES THAT BUYER INCURRED IN ORDER TO
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PERFORM ITS DUE DILIGENCE INVESTIGATIONS AT, TO, IN AND ABOUT THE PENDING LAND
SALE PROPERTY THAT HAS BEEN EXCLUDED FROM THIS AGREEMENT IN AN AMOUNT*** .
SUCH
REIMBURSEMENT OBLIGATION SHALL SURVIVE THE CLOSING.
IF SELLER FAILS TO TIMELY
SO NOTIFY BUYER OF ANY EXCLUSION OF THE PENDING LAND SALE PROPERTY, THEN SELLER
SHALL CONVEY THE PENDING LAND SALE PROPERTY TO BUYER AT CLOSING.
19.5
*** PROPERTY.
SELLER HAS ADVISED BUYER THAT *** ("*** "), A TENANT
AT THE PORTION OF THE PROPERTY COMMONLY KNOWN AS *** ("*** PROPERTY"), HAS,
UNDER THE TERMS OF ITS RESPECTIVE LEASE, AN OPTION TO ACQUIRE THE *** PROPERTY.
*** HAS ADVISED SELLER THAT *** HAS EXERCISED ITS PURCHASE OPTION AND,
THEREFORE, *** AND SELLER ARE CURRENTLY NEGOTIATING THE TERMS