Sale Terms and Conditions. In the event that RPLP exercises the Option to purchase the Property, the following provisions shall apply to the purchase of the Property: (a) Closing of the purchase of the sale and purchase of the Property (the “Closing”) shall occur upon the expiration of thirty (30) days after the date of exercise of such Option. Time shall be of the essence of the obligations of the parties to consummate the Closing. (b) At the Closing, Property Owner (the “Seller”) shall deliver to RPLP or any RPLP Permitted Designee (hereafter defined) (“Purchaser”) the following documents, duly executed (and if required, acknowledged) by Seller: (i) A special warranty deed conveying all of Seller’s right, title and interest in the Property to Purchaser; (ii) A ▇▇▇▇ of sale transferring to Purchaser all of Seller’s right, title and interest in any personal property owned by Seller and used in connection with the ownership or operation of the Property; (iii) An affidavit (in the form required by the Internal Revenue Code and the regulations thereunder) that the Seller is not a “foreign person” within the meaning of the withholding provisions of the Internal Revenue Code and the regulations issued thereunder; and (iv) An assignment of all of Seller’s right, title and interest (to the extent assignable) in and to any plans, specifications, permits, licenses and governmental approvals relating to the Property. (c) At the Closing, Seller and Purchaser shall execute an Assignment and Assumption of Leases and Contract pursuant to which (i) Seller assigns and transfers to Purchaser all of Seller’s right, title and interest in and to all leases and contracts relating to the Property, including all tenant security deposits thereunder held by Seller, and (ii) Purchaser shall assume, and indemnify Seller from, all obligations arising under such leases and contracts on and after the date of Closing, it being agreed that all property management agreements relating to the Property shall be terminated as of the date of Closing without penalty or cost to Purchaser. (d) At or prior to the Closing, the Seller shall deliver to Purchaser and the title insurance company (the “Title Insurer”) that has issued to Purchaser a title commitment with respect to Purchaser’s purchase of the Property such documentation that Purchaser and the Title Insurer may reasonably request to establish that Seller is a legal entity in good standing in the state of its organization and in the District of Columbia and that the individual executing all of the closing documents on behalf of Seller has been duly authorized to do so by Seller. (e) After the exercise of the Option by RPLP, the Seller shall not execute any document that would affect title to the Property other than (i) any modification, extension or increase in any financing related to the Property, (ii) any leases relating to the Property, and (iii) any contracts relating to the Property that are terminable on not more than sixty (60) days notice without penalty or cost to Purchaser. (f) Rents (including reimbursements for taxes and operating expenses or increases thereof) paid or payable by tenants of the Property, real estate taxes, and other items of income and expense shall be adjusted between Seller and Purchaser as of the date of Closing. Cash security deposits of tenants under the leases held by Seller shall be delivered by Seller to Purchaser (or credited against the Purchase Price) and non-cash security deposits of tenants held by Seller (such as letters of credit) shall be delivered and transferred to Purchaser. At the Closing, Seller and Purchaser shall execute and deliver to each other and to the Title Insurer a closing statement setting forth the Purchase Price and the adjustments and credits provided for in this Agreement. (g) RPLP shall not have the right to assign any Option but RPLP shall have the right to designate any entity that controls, is controlled by or is under common control with RPLP (an “RPLP Permitted Designee”) as the entity that will acquire title to the Property as the Purchaser, but no such designation shall relieve RPLP of any of its obligations under this Agreement. (h) The Closing shall be consummated through an escrow closing conducted by the Title Insurer with all documents and funds delivered to the Title Insurer. Seller and Purchaser shall execute, acknowledge and deliver to the Title Insurer the District of Columbia deed recordation tax and transfer tax return required to be executed in respect of the transaction. (i) The District of Columbia transfer and recordation taxes and fees in respect of the deed of conveyance shall be paid by Purchaser. The premium for any title insurance requested by Purchaser and any title examination and settlement fees (if any) required to be paid to the Title Insurer shall be paid by Purchaser. Each party shall pay the legal fees and expenses of the attorneys engaged by such party in respect of the transaction. (j) At or prior to the Closing, Seller and Purchaser shall execute a tax protection agreement on substantially the terms set forth in the Form of Tax Protection Agreement attached hereto as Exhibit C. (k) In the event that Seller or Purchaser fail to perform any of their obligations with respect to the purchase of the Property after the Option to purchase such Property has been exercised by RPLP, the non-defaulting party shall be entitled to exercise all remedies available to the non-defaulting party under applicable law, including the remedy of specific performance.
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Sale Terms and Conditions. In the event that RPLP exercises the any Option to purchase the a Property, the following provisions shall apply to the purchase of the such Property:
(a) Closing of the purchase of the sale and purchase of the Property (the “Closing”) shall occur upon the expiration of thirty (30) days after the date of exercise of such Option. Time shall be of the essence of the obligations of the parties to consummate the Closing.
(b) At the Closing, the selling Property Owner (the “Seller”) shall deliver to RPLP or any RPLP Permitted Designee (hereafter defined) (“Purchaser”) the following documents, duly executed (and if required, acknowledged) by Seller:
(i) A special warranty deed conveying all of Seller’s right, title and interest in the Property to Purchaser;
(ii) A ▇▇▇▇ of sale transferring to Purchaser all of Seller’s right, title and interest in any personal property owned by Seller and used in connection with the ownership or operation of the Property;
(iii) An affidavit (in the form required by the Internal Revenue Code and the regulations thereunder) that the Seller is not a “foreign person” within the meaning of the withholding provisions of the Internal Revenue Code and the regulations issued thereunder; and
(iv) An assignment of all of Seller’s right, title and interest (to the extent assignable) in and to any plans, specifications, permits, licenses and governmental approvals relating to the Property.
(c) At the Closing, Seller and Purchaser shall execute an Assignment and Assumption of Leases and Contract pursuant to which (i) Seller assigns and transfers to Purchaser all of Seller’s right, title and interest in and to all leases and contracts relating to the Property, including all tenant security deposits thereunder held by Seller, and (ii) Purchaser shall assume, and indemnify Seller from, all obligations arising under such leases and contracts on and after the date of Closing, it being agreed that all property management agreements relating to the Property shall be terminated as of the date of Closing without penalty or cost to Purchaser.
(d) At or prior to the Closing, the Seller shall deliver to Purchaser and the title insurance company (the “Title Insurer”) that has issued to Purchaser a title commitment with respect to Purchaser’s purchase of the Property such documentation that Purchaser and the Title Insurer may reasonably request to establish that Seller is a legal entity in good standing in the state of its organization and in the District of Columbia and that the individual executing all of the closing documents on behalf of Seller has been duly authorized to do so by Seller.
(e) After the exercise of the Option by RPLP, the Seller shall not execute any document that would affect title to the Property other than (i) any modification, extension or increase in any financing related to the Property, (ii) any leases relating to the Property, and (iii) any contracts relating to the Property that are terminable on not more than sixty (60) days notice without penalty or cost to Purchaser.
(f) Rents (including reimbursements for taxes and operating expenses or increases thereof) paid or payable by tenants of the Property, real estate taxes, and other items of income and expense shall be adjusted between Seller and Purchaser as of the date of Closing. Cash security deposits of tenants under the leases held by Seller shall be delivered by Seller to Purchaser (or credited against the Purchase Price) and non-cash security deposits of tenants held by Seller (such as letters of credit) shall be delivered and transferred to Purchaser. At the Closing, Seller and Purchaser shall execute and deliver to each other and to the Title Insurer a closing statement setting forth the Purchase Price and the adjustments and credits provided for in this Agreement.
(g) RPLP shall not have the right to assign any Option but RPLP shall have the right to designate any entity that controls, is controlled by or is under common control with RPLP (an “RPLP Permitted Designee”) as the entity that will acquire title to the Property as the Purchaser, but no such designation shall relieve RPLP of any of its obligations under this Agreement.
(h) The Closing shall be consummated through an escrow closing conducted by the Title Insurer with all documents and funds delivered to the Title Insurer. Seller and Purchaser shall execute, acknowledge and deliver to the Title Insurer the District of Columbia deed recordation tax and transfer tax return required to be executed in respect of the transaction.
(i) The District of Columbia transfer and recordation taxes and fees in respect of the deed of conveyance shall be paid by Purchaser. The premium for any title insurance requested by Purchaser and any title examination and settlement fees (if any) required to be paid to the Title Insurer shall be paid by Purchaser. Each party shall pay the legal fees and expenses of the attorneys engaged by such party in respect of the transaction.
(j) At or prior to the Closing, Seller and Purchaser shall execute a tax protection agreement on substantially the terms set forth in the Form of Tax Protection Agreement attached hereto as Exhibit C.D.
(k) In the event that Seller or Purchaser fail to perform any of their obligations with respect to the purchase of the Property after the Option to purchase such Property has been exercised by RPLP, the non-defaulting party shall be entitled to exercise all remedies available to the non-defaulting party under applicable law, including the remedy of specific performance.
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