Item 21 - Real Property Purchase Agreement: 1815 East Carnegie Avenue

Home Browse Search

5489135.1 14 a) On or before the Business Day preceding the Closing Date, Seller shall deliver to Escrowee (unless otherwise provided below): i) the Grant Deed (the “Deed”) executed by Seller being a California statutory grant deed in the form of Exhibit 3 attached; ii) the Assignment and Assumption of the Existing Lease executed by Seller in the form annexed hereto as Exhibit 1; iii) duly executed certificate of Seller in the applicable form set forth in Treasury Regulations §1.1445-2(b)(2) and California Form 593; iv) the General Assignment and Bill of Sale, executed by Seller in the form of Exhibit 2 annexed hereto; v) keys, combinations and codes to all locks and security devices to the Premises in Seller’s possession (which may be left at the Premises or available for pickup at Seller’s offices), to the extent in the possession of Seller; vi) any other documents, affidavits and other deliveries required by applicable law or local custom in order to close the transactions contemplated herein which do not create any further liability or obligations on the part of Seller. b) On or before the Business Day preceding the Closing Date (unless otherwise provided below), Purchaser shall deliver to Title Company, as the case may be: i) the balance of the Purchase Price as provided in Section 3 hereof, delivered to Title Company by wire transfer of immediately available funds no later than 11:00 a.m. Pacific Time on the Closing Date; ii) the Assignment and Assumption of the Existing Lease executed by Purchaser in the form annexed hereto as Exhibit 1; iii) if required, evidence of Purchaser’s authority to consummate the transaction, reasonably satisfactory to Escrowee; and iv) Any and all documents, affidavits and other deliveries required by applicable law or local custom in order to effectuate this transaction. 9.4. Adjustments and Costs. The following items shall be credited, debited and otherwise adjusted as of the date of Closing, and the resulting calculation shall be an adjustment to the Purchase Price payable at Closing pursuant to this Contract (where appropriate, such adjustments shall be made on the basis of an actual year of 365/366 days, Seller to have the last day (i.e. with Seller to have revenues and to be responsible for expenses through and including the day prior to the date of Closing, and Purchaser to have the revenues and to be responsible for expenses on and after the date of Closing), unless otherwise provided): a) Rents and other amounts payable by the tenant under the Existing Lease. Purchaser EXHIBIT 1