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143 parties, conduct a final"walk-through"inspection of the Property to determine compliance with this paragraph and
<br /> 144 to ensure that all Property is on the premises.
<br /> 145 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seller will continue to operate the Property and any
<br /> 146 business conducted on the Property in the manner operated prior to Contract and will take no action that would
<br /> 147 adversely impact the Property,tenants, lenders or business, if any.Any changes, such as renting vacant space,that
<br /> 148- materially affect the Property or Buyer's intended use of the Property will be permittedX only with Buyer's consent
<br /> 149• D without Buyer's consent.
<br /> 150 9. CLOSING PROCEDURE: Unless otherwise agreed or stated herein,closing procedure shall be in accordance with
<br /> 151 the norms where the Property is located.
<br /> 152 (a)Possession and Occupancy:Seller will deliver possession and occupancy of the Property to Buyer at
<br /> 153 closing. Seller will provide keys, remote controls, and any security/access codes necessary to operate all locks,
<br /> 154 mailboxes, and security systems.
<br /> 155 (b)Costs: Buyer will pay Buyer's attorneys'fees,taxes and recording fees on notes, mortgages and financing
<br /> 156 statements and recording fees for the deed. Seller will pay Seller's attorneys'fees, taxes on the deed and
<br /> 157 recording fees for documents needed to cure title defects. If Seller is obligated to discharge any encumbrance at or
<br /> 158 prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances.
<br /> 159 (c)Documents:Seller will provide the deed; bill of sale; mechanic's lien affidavit; originals of those assignable
<br /> 160 service and maintenance contracts that will be assumed by Buyer after the Closing Date and letters to each
<br /> 161 service contractor from Seller advising each of them of the sale of the Property and, if applicable,the transfer of its
<br /> 162 contract, and any assignable warranties or guarantees received or held by Seller from any manufacturer,
<br /> 163 contractor, subcontractor,or material supplier in connection with the Property;current copies of the condominium
<br /> 164 documents, if applicable; assignments of leases, updated rent roll;tenant and lender estoppels letters;tenant
<br /> 165 subordination, non-disturbance and attornment agreements(SNDAs)required by the Buyer or Buyer's lender;
<br /> iss assignments of permits and licenses;corrective instruments;and letters notifying tenants of the change in
<br /> 167 ownership/rental agent. If any tenant refuses to execute an estoppels letter, Seller will certify that information
<br /> 168 regarding the tenant's lease is correct. If Seller is an entity, Seller will deliver a resolution of its Board of Directors
<br /> 169 authorizing the sale and delivery of the deed and certification by the appropriate party certifying the resolution and
<br /> 170 setting forth facts showing the conveyance conforms to the requirements of local law. Seller will transfer security
<br /> 171 deposits to Buyer. Buyer will provide the closing statement,mortgages and notes, security agreements,and
<br /> 172 financing statements.
<br /> 173 (d)Taxes and Prorations: Real estate taxes, personal property taxes on any tangible personal property, bond
<br /> 174 payments assumed by Buyer, interest, rents(based on actual collected rents),association dues, insurance
<br /> 175 premiums acceptable to Buyer, and operating expenses will be prorated through the day before closing. If the
<br /> 176 amount of taxes for the current year cannot be ascertained, rates for the previous year will be used with due
<br /> 177 allowance being made for improvements and exemptions.Any tax proration based on an estimate will, at request
<br /> 178 of either party, be readjusted upon receipt of current year's tax bill;this provision will survive closing.
<br /> 179 (e)Special Assessment Liens: Certified, confirmed, and ratified special assessment liens as of,the Closing Date
<br /> 180 will be paid by Seller. If a certified,confirmed, and ratified special assessment is payable in installments,Seller will
<br /> 181 pay all installments due and payable on or before the Closing Date,with any installment for any period extending
<br /> 182 beyond the Closing Date prorated, and Buyer will assume all installments that become due and payable after the
<br /> 183 Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing
<br /> 184 Date, unless an improvement is substantially completed as of Closing Date. If an improvement is substantially
<br /> 185 completed as of the Closing Date but has not resulted in a lien before closing, Seller will pay the amount of the last
<br /> 186 estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and
<br /> 187 does not apply to condominium association special assessments.
<br /> 188 (f)Foreign Investment in Real Property Tax Act(FIRPTA): If Seller is a"foreign person"as defined by FIRPTA,
<br /> 189 Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seller and Buyer will
<br /> 190 complete,execute, and deliver as directed any instrument, affidavit, or statement reasonably necessary to comply
<br /> 191 with the FIRPTA requir-. ents, including delivery of their respective federal taxpayer identification numbers or
<br /> 192• Buyer( )( )and SellerI`� ( )acknowledge receipt of a copy of this page,which is Page 4 of 8 Pages.
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