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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 />14a 8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: Seiler 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 />146• materially affect the Property or Buyees intended use of the Property will be permitted ❑ only with Buyer's consent
<br />14s• ❑ without Buyer's consent
<br />166 9. CLOSING PROCEDURE: Unless otherwise agreed or stated herein, closing procedure shall be In accordance with
<br />1s/ 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 securitylaccess codes necesseryto operate all locks,
<br />154 mailboxes, and security systems.
<br />166 (b) Costs: Buyer will pay Buyer's attomeys' 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 />1s7 recording fees for documents needed to cure title defects. If Seiler Is obligated to discharge any encumbrance at or
<br />168 prior to closing and fails to do so, Buyer may use purchase proceeds to satisfy the encumbrances.
<br />168 (c) Documents: Seller will provide the deed; bill of sale; mechanic's lien affidavit; originals of those assignable
<br />166 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 />ISE 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 attomment agreements (SNDAs) required by the Buyer or Buyer's lender,
<br />166 assignments of permits and licenses; corrective instruments; and letters notifying tenants of the change In
<br />187 ownershipfrental agent If any tenant refuses to execute an estoppels letter, Seller will certify that Information
<br />188 regarding the tenant's lease is correct If Seller is an entity, Seller will deliver a resolution of Its Board of Directors
<br />1e6 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 />11.2 financing statements.
<br />173 (d) Taxes and Proration: 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 />17a of either party, be readjusted upon receipt of current year's tax bill; this provision will survive closing.
<br />178 (e) Special Assessment Lien: 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 />lei pay ail installments due and payable on or before the Closing Date, with any Installment for any period extending
<br />162 beyond the Closing Date prorated, and Buyer will assume all Installments that become due and payable after the
<br />IN Closing Date. Buyer will be responsible for all assessments of any kind which become due and owing after Closing
<br />164 Date, unless an improvement Is substantially completed as of Closing Date, If an Improvement is substantially
<br />ISO completed as of the Closing Date but has not resulted in a Ilan before closing, Seller will pay the amount of the last
<br />16e 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 />lea (f) Foreign Investment in Real Property Tax Act (FIRPTA): If Seller is a "foreign person' as defined by FIRPTA,
<br />les Seller and Buyer agree to comply with Section 1445 of the Internal Revenue Code. Seiler and Buyer will
<br />1s0 complete, execute, and deliver as directed any Instrument, affidavit, or statement reasonably necessary to comply
<br />let with the FIRPTA require eats, Incl% ng delivery of their respective federal taxpayer identification numbers or
<br />102 Buyer f� (_^) and Sollor owledge receipt of a copy of this page, which Is Page 4 of 8 Pege&
<br />004 Rev. 12110 02010 Fl -ruin Assedeticn of REALTORS* AI Rlyhle Retemd
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