CLOSING DATE.
NOTWITHSTANDING
THE FOREGOING, IF A MECHANICS LIEN(S) IS FILED AGAINST THE PROPERTY, AND PROJECT
OWNER IS ACTIVELY CONTESTING SUCH MECHANICS LIEN(S), THE CLOSING DATE MAY BE
EXTENDED BY EITHER PURCHASER OR SELLER FOR UP TO 60 ADDITIONAL CALENDAR DAYS TO
PERMIT PROJECT OWNER TO REMOVE SUCH MECHANICS LIEN(S) AS A LIEN AGAINST THE
PROPERTY.
(G)
FEE TITLE PURCHASE OPTION.
AT PURCHASER'S OPTION, EXERCISABLE ANY
TIME PRIOR TO THE CLOSING, PURCHASER MAY ELECT TO PURCHASE FROM THE PROJECT
OWNER FEE SIMPLE TITLE TO THE PROPERTY IN LIEU OF THE MEMBERSHIP INTEREST
PURCHASE ("FEE TITLE PURCHASE"). THE FEE TITLE PURCHASE WILL BE AT THE SAME
PURCHASE PRICE AND ON THE SAME ECONOMIC TERMS AND PROVISIONS AS THE MEMBERSHIP
INTEREST PURCHASE.
THE SELLER AND PURCHASER AGREE TO NEGOTIATE IN GOOD FAITH A
PURCHASE CONTRACT (INCLUDING APPROPRIATE CONVEYANCING DOCUMENTS) TO BE UTILIZED
IN THE EVENT PURCHASER ELECTS TO PROCEED WITH THE FEE TITLE PURCHASE.
PURCHASER
SHALL PROVIDE A FULL RELEASE OF THIS AGREEMENT AND THE LIMITED GUARANTY AT THE
TIME OF CLOSING OF THE FEE TITLE PURCHASE OR EXECUTION OF A PURCHASE CONTRACT
THEREFORE AND AS A CONDITION TO SELLER'S OBLIGATION TO COMPLETE EITHER SUCH
EVENT.
1.2
PURCHASE PRICE.
Subject to the terms and conditions of this Agreement, the total purchase price
Purchaser shall pay to Seller for the Wagon Wheel Membership Interest (the
"Purchase Price") shall be:
(A)
PURCHASE OPTION.
IN THE CASE OF PURCHASER'S EXERCISE OF THE
PURCHASE OPTION, AN AMOUNT EQUAL TO THE SUM OF (1) THE LOWER OF (A) THE PROJECT
COST PLUS INTEREST CHARGES OR (B) $38,875,872
PLUS INTEREST CHARGES, PLUS (2)
$13,125 PER APARTMENT UNIT CONTAINED IN THE PROJECT.
(B)
PUT OPTION.
IN THE CASE OF SELLER'S EXERCISE OF THE PUT OPTION,
AN AMOUNT EQUAL TO THE LOWER OF (A) PROJECT COST PLUS INTEREST CHARGES OR (B)
THE $38,875,872 PLUS INTEREST CHARGES.
SUBJECT TO THE CREDITS AND ADJUSTMENTS PROVIDED IN THIS AGREEMENT, PURCHASER
SHALL PAY THE PURCHASE PRICE TO SELLER AT THE CLOSING BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS TO AN ACCOUNT SELLER DESIGNATES.
3
1.3
CLOSING PRORATIONS AND PURCHASE PRICE ADJUSTMENTS.
(A)
AT THE CLOSING, THE PURCHASER SHALL RECEIVE A CREDIT AGAINST THE
PURCHASE PRICE IN AN AMOUNT EQUAL TO THE OUTSTANDING BALANCE OF THE MEZZANINE
LOANS (INCLUDING ALL ACCRUED BUT UNPAID INTEREST CHARGES) AND THE MEZZANINE
LOANS SHALL BE CONSIDERED "PAID IN FULL" AT THE COMPLETION OF THE CLOSING.
(B)
ALL RENTS AND OTHER INCOME FROM THE PROPERTY, REAL ESTATE AND
PERSONAL PROPERTY AD VALOREM TAXES AND OTHER OPERATING EXPENSES OF THE PROPERTY
SHALL BE PRORATED ON THE BASIS OF ACTUAL DAYS ELAPSED AS OF 11:59 P.M. ON THE
DAY IMMEDIATELY PRECEDING THE CLOSING DATE.
INCOME AND EXPENSES FOR WHICH
ACTUAL BILLS ARE AVAILABLE AT CLOSING SHALL BE PRORATED BASED ON SUCH ACTUAL
BILLS.
THOSE ITEMS FOR WHICH ACTUAL BILLS ARE NOT AVAILABLE AT CLOSING SHALL BE
PRORATED BASED UPON GOOD FAITH ESTIMATES, IN THE CASE OF AD VALOREM TAXES, USING
THE MOST RECENT TAX RATE AND ASSESSED VALUE.
PRELIMINARY ESTIMATED CLOSING