Common use of Closing Process Clause in Contracts

Closing Process. The Purchaser shall fix a closing date (the “Closing Date”) not later than forty-five (45) days following the Buy/Sell Election Date by notifying the other Partner in writing of the Closing Date not less than ten (10) days prior thereto. The closing shall take place on the Closing Date and shall be completed through a customary closing escrow or held at the principal office of TRT LLC or such other location as the parties shall agree upon at least five (5) Business Days prior to the Closing Date. The purchase price for the applicable Property that are the subject of the Buy/Sell Offering Notice shall be paid in immediately available funds and the Seller shall convey good and marketable fee simple title to the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice or its designee free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreement. Each Partner agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Property that are the subject of the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 as of the date of determination of the Closing Date showing all items of adjustment described below and such adjustments shall be made as of the Closing Date. At the closing, adjustments to purchase price shall be made in accordance with Section 16.7 in order to complete the final calculation of the applicable adjustments to the Purchase Price. The cost of any title insurance policy endorsements desired by the Purchaser shall be paid by the Purchaser. All other costs shall be borne by the party who customarily bears such costs in the area where the applicable Property is located. Any risk of casualty, condemnation or loss prior to the Closing Date shall be borne by Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account in the adjustment of the purchase price). In no event shall Purchaser be required to repay or to cause the Partnership to repay any indebtedness of the Partnership at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Purchaser’s and Seller’s obligation to close on the Closing Date that upon performance by each party of its obligations hereunder, that the holder releases the Property from any and all financing liens and encumbrances to which the applicable Property is subject.

Closing Process. The Purchaser Purchasing Member shall fix a closing date (the “Buy/Sell Closing Date”) not later than forty-five (45) days following the Buy/Sell Election Date by notifying the other Partner Selling Member in writing of the Buy/Sell Closing Date not less than ten twenty (1020) days prior thereto. The closing shall take place on the Buy/Sell Closing Date and shall be completed through a customary closing escrow or held at the principal office of TRT LLC the Purchasing Member or such other location as the parties shall agree upon at least five (5) Business Days prior to the Buy/Sell Closing Date. The purchase price for the applicable Property that are the subject of the Buy/Sell Offering Notice Purchase Price for the Selling Member’s Membership Interest shall be paid in immediately available funds and the Seller Selling Member shall convey good and marketable fee simple title to the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice its Membership Interest to Purchasing Member, or its designee designee, free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreementencumbrances. Each Partner Member agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Property that are Selling Partner’s Membership Interest by the subject of the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are locatedPurchasing Member. The Managing Partner Member shall have the Company’s accountant, or in the absence of the Company’s accountant, the Managing Member shall prepare in good faith a schedule of adjustments to balance sheet for the Purchase Price pursuant to Section 16.7 Company as of the date of determination of the Buy/Sell Closing Date showing all items of adjustment described below below, and such adjustments shall be made as of the Buy/Sell Closing Date. At the closing, adjustments to purchase price Specified Value shall be made in accordance with this Section 16.7 4 in order to complete the final calculation of the applicable adjustments Buy/Sell Purchase Price due to the Purchase PriceSelling Member. The cost of any title insurance policy endorsements desired by the Purchaser Purchasing Member shall be paid by the PurchaserPurchasing Member. All other costs shall be borne by the party who customarily bears such costs in the area where the applicable Property is located[Philadelphia, Pennsylvania] real estate market. Any risk of casualty, condemnation or loss prior to the Buy/Sell Closing Date shall be borne by PurchaserPurchasing Member, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Buy/Sell Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Partnership Company prior to the date of the Buy/Sell Notice Closing Date shall not be taken into account in the adjustment of the purchase priceSpecified Value). In no event shall Purchaser Purchasing Member be required to repay or to cause the Partnership Company to repay any indebtedness of the Partnership Company at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Purchaser’s and SellerSelling Member’s obligation to close on the Buy/Sell Closing Date that upon performance by each party the Purchasing Member obtains (i) for the benefit of its obligations hereunderthe Company the consent or approval of the Project Lender, if and to the extent that the holder failure to obtain such consent or approval would constitute a default under or breach of any Project Loan Documents, and (ii) for the benefit of Selling Member releases the Property from any and all financing liens and encumbrances guaranties given by Selling Member or any Affiliate of Selling Member to which the applicable Property is subjectProject Lender or other creditor.

Closing Process. The Purchaser Once the purchase price is set, the Closing shall fix a closing occur within 30 days (or such additional time as Landlord may reasonably require to complete its internal administrative processes, not to exceed sixty (60) days) after date (the “Closing Date”) not later than forty-five (45) days following the Buy/Sell Election Date by notifying the other Partner in writing of receipt of the Closing Date deposit, at which time Landlord shall deliver a special warranty deed, subject only to the Permitted Exceptions and any exceptions created by or with the consent of Tenant and those claiming through Tenant, reasonable evidence of authority to convey as required by the title insurance underwriter insuring the purchaser’s interest, a customary title affidavit substantially in the form of Schedule 33.6 attached hereto regarding (a) no construction liens available as a result of the acts or omissions of Landlord, (b) no parties entitled to possession other than Tenant and those claiming under Tenant, (c) representations sufficient to allow insuring of the "gap" and (d) representations sufficient to allow for no withholding under FIRPTA. As a condition to closing, no Event of Default shall exist at the time of closing. Tenant may designate one or more third parties of its choice (whether or not less than ten (10same is/are Affiliates of Tenant) days prior theretoto accept title. Tenant shall pay for documentary stamps and surtax on the deed and to record the deed. The closing shall take place on the Closing Date and Lease shall be completed through a customary closing escrow or held at the principal office of TRT LLC or such other location released as the parties shall agree upon at least five (5) Business Days prior to the Closing DateOption Parcel being purchased. The purchase price Fixed Rent under the Lease shall be reduced by a just and proportional adjustment and Rent under the lease(s) for the applicable Property that are the subject of the Buy/Sell Offering Notice Option Parcel shall be paid in immediately available funds and the Seller shall convey good and marketable fee simple title to the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice or its designee free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreement. Each Partner agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Property that are the subject of the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 as of the date of determination of the Closing Date showing all items of adjustment described below and such adjustments shall be made prorated as of the Closing Datedate. At the closing, adjustments to purchase price Reasonably appropriate cross easements (if not already existing) shall be made in accordance with Section 16.7 in order to complete entered into so that the final calculation Option Parcel and the remainder of the applicable adjustments Premises each comprise separate Phases, provided however that if the primary beneficiary of such cross easements is the Option Parcel, the property subject to the Purchase Pricecross easements shall be included within the acreage of the Option Parcel. The cost parties shall reasonably cooperate with such other customary practices and provide such other customary deliveries as either may request provided the same are not in conflict with the provisions of any title insurance policy endorsements desired by the Purchaser shall be paid by the Purchaser. All other costs shall be borne by the party who customarily bears such costs in the area where the applicable Property is located. Any risk of casualty, condemnation or loss prior to the Closing Date shall be borne by Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account in the adjustment of the purchase price). In no event shall Purchaser be required to repay or to cause the Partnership to repay any indebtedness of the Partnership at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Purchaser’s and Seller’s obligation to close on the Closing Date that upon performance by each party of its obligations hereunder, that the holder releases the Property from any and all financing liens and encumbrances to which the applicable Property is subjectthis Lease.

Closing Process. The Purchaser shall fix a closing date for the closing, if any, for the purchase and sale of Bluerock's Interest under this Section 16 (the “"Bluerock Interest Closing Date”") will be set by ArchCo, provided it is not later than forty-five (45) days following the Buy/Sell Election Date by notifying the other Partner in writing of the Bluerock Interest Closing Date not less than ten (10) days prior theretoDeadline. The closing shall take place on the Bluerock Interest Closing Date and shall be completed through escrow with a customary closing escrow or held at national title company. At the principal office of TRT LLC or such other location as closing, the parties shall agree upon at least five (5) Business Days prior to the Closing Date. The purchase price for the applicable Property that are the subject of the Buy/Sell Offering Notice Bluerock Interest Price shall be paid in immediately available funds and the Seller Bluerock shall convey good and marketable fee simple title to the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice or its designee Bluerock's Interest to ArchCo free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreementencumbrances. Each Partner agrees to Member shall cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of Bluerock 's Interest by ArchCo. The Manager shall prepare (and the Property that are the subject of the Buy/Sell Offering Notice and otherwise parties shall conduct the transfer in agree upon) a manner that is customary balance sheet for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 Company as of the date of determination of the Bluerock Interest Closing Date showing all items of adjustment described below income and expense of the Company earned or accrued, and such adjustments income and expenses shall be made prorated between ArchCo and ArchCo as of the Bluerock Interest Closing Date (based on Bluerock's Interest before the Bluerock Interest Closing Date. At the closing, adjustments to purchase price shall be made in accordance with Section 16.7 in order to complete the final calculation of the applicable adjustments to the Purchase Price. The cost of any title insurance policy endorsements desired by the Purchaser shall be paid by the Purchaser). All other costs shall be borne by the party who customarily bears such costs in real estate transactions in the area county where the applicable Property is located. Any risk of casualty, condemnation casualty or loss prior to the Property before the Bluerock Interest Closing Date shall be borne by PurchaserArchCo, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and awards. Unless required by any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account applicable loan documents, in the adjustment of the purchase price). In no event shall Purchaser ArchCo be required to repay or to cause the Partnership Company to repay any indebtedness of the Partnership Company at such closing. Notwithstanding anything closing except for the repayment of any loans made by Bluerock to the contrary contained Company with ArchCo's prior written consent; provided further, on or before the Bluerock Interest Closing Date and as a condition of any closing thereon, ArchCo shall provide written releases to Bluerock and any Affiliate of Bluerock from all liabilities, if any, of the Company or any Subsidiary or Affiliate (or successor to any of the foregoing) for which Bluerock and Affiliates of Bluerock may have personal liability and from all guaranties of such liabilities of the Company or any Subsidiary or Affiliate (or successor to any of the foregoing) previously executed by Bluerock and any Affiliates of Bluerock. Effective as of the closing for the purchase of Bluerock's Interest, Bluerock shall withdraw as a member of the Company. In connection with any such withdrawal, ArchCo may cause any nominee designated by ArchCo to be admitted as a substituted Member of the Company. Upon payment to Bluerock of the Bluerock Interest Price after the Abandonment Event on or before the Bluerock Interest Closing Deadline, Bluerock hereby constitutes and irrevocably appoints ArchCo as Bluerock's true and lawful attorney-in-fact upon the occurrence of a default by Bluerock under this Section 16 for the purpose of canying out the provisions of this Section 16 and taking any action and executing any document, instrument and/or agreement that ArchCo deems necessary or appropriate to accomplish the purposes of this Section 16, including, without limitation, the transfer of Bluerock's Interest in the Buy/Sell Provisions, it Company to ArchCo in accordance with this Section 16. This power-of-attorney shall be irrevocable as one coupled with an interest; provided however, on or before the Bluerock Interest Closing Date and as a condition precedent of any closing thereat, ArchCo shall provide written releases to Purchaser’s Bluerock and Seller’s obligation any Affiliate of Bluerock from all liabilities, if any, of the Company or any Subsidiary or Affiliate (or successor to close on any of the Closing Date that upon performance foregoing) for which Bluerock and Affiliates of Bluerock may have personal liability and from all guaranties of such liabilities of the Company or any Subsidiary or Affiliate (or successor to any of the foregoing) previously executed by each party Bluerock and any Affiliates of its obligations hereunder, that the holder releases the Property from any and all financing liens and encumbrances to which the applicable Property is subjectBluerock.

Closing Process. The Purchaser shall fix a closing date for the closing, if any, for the purchase and sale of Bluerock’s Interest under this Section 16 (the “Bluerock Interest Closing Date”) will be set by ArchCo, provided it is not later than forty-five (45) days following the Buy/Sell Election Date by notifying the other Partner in writing of the Bluerock Interest Closing Date not less than ten (10) days prior theretoDeadline. The closing shall take place on the Bluerock Interest Closing Date and shall be completed through escrow with a customary closing escrow or held at national title company. At the principal office of TRT LLC or such other location as closing, the parties shall agree upon at least five (5) Business Days prior to the Closing Date. The purchase price for the applicable Property that are the subject of the Buy/Sell Offering Notice Bluerock Interest Price shall be paid in immediately available funds and the Seller Bluerock shall convey good and marketable fee simple title to the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice or its designee Bluerock’s Interest to ArchCo free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreementencumbrances. Each Partner agrees to Member shall cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of Bluerock’s Interest by ArchCo. The Manager shall prepare (and the Property that are the subject of the Buy/Sell Offering Notice and otherwise parties shall conduct the transfer in agree upon) a manner that is customary balance sheet for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 Company as of the date of determination of the Bluerock Interest Closing Date showing all items of adjustment described below income and expense of the Company earned or accrued, and such adjustments income and expenses shall be made prorated between ArchCo and ArchCo as of the Bluerock Interest Closing Date (based on Bluerock’s Interest before the Bluerock Interest Closing Date. At the closing, adjustments to purchase price shall be made in accordance with Section 16.7 in order to complete the final calculation of the applicable adjustments to the Purchase Price. The cost of any title insurance policy endorsements desired by the Purchaser shall be paid by the Purchaser). All other costs shall be borne by the party who customarily bears such costs in real estate transactions in the area county where the applicable Property is located. Any risk of casualty, condemnation casualty or loss prior to the Property before the Bluerock Interest Closing Date shall be borne by PurchaserArchCo, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and awards. Unless required by any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account applicable loan documents, in the adjustment of the purchase price). In no event shall Purchaser ArchCo be required to repay or to cause the Partnership Company to repay any indebtedness of the Partnership Company at such closing. Notwithstanding anything closing except for the repayment of any loans made by Bluerock to the contrary contained Company with ArchCo’s prior written consent; provided further, on or before the Bluerock Interest Closing Date and as a condition of any closing thereon, ArchCo shall provide written releases to Bluerock and any Affiliate of Bluerock from all liabilities, if any, of the Company or any Subsidiary or Affiliate (or successor to any of the foregoing) for which Bluerock and Affiliates of Bluerock may have personal liability and from all guaranties of such liabilities of the Company or any Subsidiary or Affiliate (or successor to any of the foregoing) previously executed by Bluerock and any Affiliates of Bluerock. Effective as of the closing for the purchase of Bluerock’s Interest, Bluerock shall withdraw as a member of the Company. In connection with any such withdrawal, ArchCo may cause any nominee designated by ArchCo to be admitted as a substituted Member of the Company. Upon payment to Bluerock of the Bluerock Interest Price after the Abandonment Event on or before the Bluerock Interest Closing Deadline, Bluerock hereby constitutes and irrevocably appoints ArchCo as Bluerock’s true and lawful attorney-in-fact upon the occurrence of a default by Bluerock under this Section 16 for the purpose of carrying out the provisions of this Section 16 and taking any action and executing any document, instrument and/or agreement that ArchCo deems necessary or appropriate to accomplish the purposes of this Section 16, including, without limitation, the transfer of Bluerock’s Interest in the Buy/Sell Provisions, it Company to ArchCo in accordance with this Section 16. This power-of-attorney shall be irrevocable as one coupled with an interest; provided however, on or before the Bluerock Interest Closing Date and as a condition precedent of any closing thereat, ArchCo shall provide written releases to Purchaser’s Bluerock and Seller’s obligation any Affiliate of Bluerock from all liabilities, if any, of the Company or any Subsidiary or Affiliate (or successor to close on any of the Closing Date that upon performance foregoing) for which Bluerock and Affiliates of Bluerock may have personal liability and from all guaranties of such liabilities of the Company or any Subsidiary or Affiliate (or successor to any of the foregoing) previously executed by each party Bluerock and any Affiliates of its obligations hereunder, that the holder releases the Property from any and all financing liens and encumbrances to which the applicable Property is subjectBluerock.

Closing Process. The Purchaser Members shall fix a closing date (the “"Put/Call Closing Date”") which shall be not later than forty-five sixty (4560) days following after the Buy/Sell Election Date by notifying the other Partner in writing determination of the Closing Date not less than ten (10) days prior theretoPut/Call Purchase Price for ArchCo's Interest in the Company in accordance with Section 15.3. The closing shall take place on the Put/Call Closing Date and shall be completed through a customary closing escrow or held at the principal office of TRT LLC Bluerock or such other location as the parties shall agree upon at least five (5) Business Days prior to the Closing Datethrough escrow with a national title company. The purchase price for the applicable Property that are the subject of the Buy/Sell Offering Notice ArchCo's Interest shall be paid in immediately available funds and the Seller ArchCo shall convey good and marketable fee simple title to the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice or its designee Interest to Bluerock free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreementencumbrances. Each Partner agrees to Member shall cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of ArchCo's Interest by Bluerock. The Manager shall prepare (and the Property that are the subject of the Buy/Sell Offering Notice and otherwise parties shall conduct the transfer in agree upon) a manner that is customary balance sheet for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 Company as of the date of determination of the Put/Call Closing Date showing all items of adjustment described below income and expense of the Company earned or accrued, and such adjustments income and expenses shall be made prorated between Bluerock and ArchCo as of the Put/Call Closing Date (based on ArchCo's Interest before the Put/Call Closing Date. At the closing, adjustments to purchase price shall be made in accordance with Section 16.7 in order to complete the final calculation of the applicable adjustments to the Purchase Price. The cost of any title insurance policy endorsements desired by the Purchaser shall be paid by the Purchaser). All other costs shall be borne by the party who customarily bears such costs in real estate transactions in the area county where the applicable Property is located. Any risk of casualty, condemnation casualty or loss prior to before the Put/Call Closing Date shall be borne by PurchaserBluerock, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and awards. Unless required by any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account applicable loan documents, in the adjustment of the purchase price). In no event shall Purchaser Bluerock be required to repay or to cause the Partnership Company to repay any indebtedness of the Partnership Company at such closing. Notwithstanding anything closing except for the repayment of Default Loans and any other loans made by ArchCo to the contrary contained Company. Effective as of the closing for the purchase of ArchCo's Interest, ArchCo shall withdraw as a member of the Company. In connection with any such withdrawal, Bluerock may cause any nominee designated by such Member to be admitted as a substituted Member of the Company. ArchCo hereby constitutes and irrevocably appoints Bluerock as ArchCo's true and lawful attorney-in-fact upon the occurrence of a default by ArchCo under this Section 15 for the purpose of carrying out the provisions of this Section 15 and taking any action and executing any document, instrument and/or agreement that Bluerock deems necessary or appropriate to accomplish the purposes of this Section 15, including, without limitation, the transfer of ArchCo's Interest in the Buy/Sell Provisions, it Company to Bluerock in accordance with this Section 15. This power-of-attorney shall be irrevocable as one coupled with an interest. On or before the closing of a condition precedent purchase and sale held pursuant to Purchaser’s this Section 15, Bluerock shall provide written releases to ArchCo and Seller’s obligation to close on any Affiliate of ArchCo from all liabilities, if any, of the Closing Date that upon performance Company for which ArchCo and Affiliates of ArchCo may have personal liability and from all guaranties of such liabilities of the Company previously executed by each party ArchCo and any Affiliates of its obligations hereunder, that the holder releases the Property from any and all financing liens and encumbrances to which the applicable Property is subjectArchCo.

Closing Process. The Purchaser shall fix a closing date (the “"Closing Date”") not later than forty-five sixty (4560) days following the Buy/Sell Election Date by notifying the other Partner Seller in writing of the Closing Date not less than ten (10) days prior thereto. The closing shall take place on the Closing Date and shall be completed through a customary closing escrow or held at the principal office of TRT LLC the Company or such other location as the parties Purchaser shall agree upon reasonably designate at least five (5) Business Days prior to the Closing Date. The purchase price for the applicable Property that are the subject of the Buy/Sell Offering Notice Seller's interest shall be paid in immediately available funds and the Seller shall convey good and marketable fee simple title to its membership interest in the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice Company to Purchaser or its designee free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreementencumbrances. Each Partner Member agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Property that are Seller's interest by the subject of the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are locatedPurchaser. The Managing Partner Operating Member shall prepare in good faith prepare a schedule of adjustments to balance sheet for the Purchase Price pursuant to Section 16.7 Company as of the date of determination of the Closing Date showing all items of adjustment described below and such adjustments shall be made as of the Closing Date. At the closing, the following adjustments to purchase price shall be made to Proposed Value as set forth in accordance with Section 16.7 the Buy/Sell Offering Notice in order to complete the final calculation of the applicable adjustments purchase price due Seller: (a) There shall also be added to the Purchase PriceProposed Value (i) the amount of cash and cash equivalents then held by the Company or any Subsidiary Company (ii) the amount of any cash receivables of the Company and other tangible liquid assets which are customarily the subject of adjustment between buyers and sellers of Lodging Facilities (iii) the aggregate of all Contributions made by the Members during the period (the "Closing Period") commencing on the date of the Buy/Sell Offering Notice and ending on the Closing Date and (iv) if any Property is acquired by the Company or any Subsidiary Company during the Closing Period, the gross purchase price of such Property; and (b) There shall be subtracted from the Proposed Value (i) the amount of any accounts payable and other liabilities of the Company which are customarily the subject of adjustment between buyers and sellers of Lodging Facilities and (ii) if any Property is sold by the Company or any Subsidiary Company during the Closing Period, the gross sale price of such Property. The cost of any title insurance policy endorsements desired by the Purchaser shall be paid by the Purchaser. All other costs shall be borne by the party who customarily bears such costs in the area where the applicable Property is locatedcosts. Any risk of casualty, condemnation or loss prior to the Closing Date shall be borne by Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Partnership prior to Company after the date of the Buy/Sell Notice shall not be taken into account in the adjustment of the purchase priceProposed Value set forth above). In no event shall Purchaser be required to repay or to cause the Partnership Company to repay any indebtedness of the Partnership Company at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisionsthis Section 8.4, it shall be a condition precedent to Purchaser’s and Seller’s 's obligation to close on the Closing Date that upon performance by each party Purchaser obtains for the benefit of its obligations hereunder, that the holder Seller releases the Property from any and all financing liens monetary or other guaranties (including, without limitation, hazardous substances indemnities and encumbrances the like) ("Guaranties") given by Seller to which Third Party lenders. If following the applicable Property exercise of commercially reasonable efforts the Purchaser is subjectunable to obtain releases from all Guaranties, then the Purchaser shall provide to the Seller indemnities reasonably satisfactory to Seller to address the contingent liability contained in the unreleased Guaranties. All adjustments to Proposed Value shall be made on the basis of good faith estimates of the Members using currently available information, and final adjustment shall be made promptly after precise figures are determined or available, and in any event within thirty (30) days after the Closing Date. In addition, on the Closing Date or on any other date when a Member is transferring its entire interest in the Company to the other Member or a Related Party of the other Member, all Default Loans made by the Purchaser on the Seller's behalf shall be repaid in full from the sale proceeds otherwise payable to the Seller and all Default Loans made by the Seller on the Purchaser's behalf shall be repaid in full by adding the amount thereof to the sale proceeds otherwise due the Seller.

Closing Process. The Purchaser shall fix a closing date (the “"Closing Date”") not later than forty-five one hundred twenty (45120) days following the date of receipt by the Buy/Sell Election Date Initiating Member of the responsive notice within the period set forth in Section 8.4.2 or the deemed election by the Buy/Sell Responding Member in accordance with Section 8.4.2, by notifying the other Partner Seller in writing of the Closing Date not less than ten thirty (1030) days prior thereto. The closing shall take place on the Closing Date and shall be completed through a customary closing escrow or held at the principal office of TRT LLC or such other location as the parties shall agree upon at least five (5) Business Days prior to the Closing DatePurchaser. The purchase price for the applicable Property that are Seller's interest in the subject of Company or the Company's interest in the Buy/Sell Offering Notice Pool shall be paid in immediately available funds and the Seller shall convey good and marketable fee simple title to its membership interest in the applicable Propert(ies) that are Company or cause the subject of Company to deliver good and marketable title to its interest in the Buy/Sell Offering Notice Pool, as the case may be, to Purchaser or its designee free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreementencumbrances. Each Partner Member agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Property that are Seller's or the subject of Company's interest (as the case may be) by the Purchaser. The Manager shall prepare a balance sheet for the Company and/or the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 Pool as of the date of determination of the Closing Date showing all items of adjustment described below income and expense of the Company or the Buy/Sell Pool, as the case may be, earned or accrued, and such adjustments income and expenses shall be made prorated between the Purchaser and the Seller or the Company, as the case may be, as of the Closing Date. At Date (based on the closing, adjustments to purchase price shall be made in accordance with Section 16.7 in order to complete Seller's or the final calculation of the applicable adjustments Company's interest therein prior to the Purchase PriceClosing Date). The cost of any title insurance policy endorsements desired by the Purchaser shall be paid by the Purchaser. All other costs shall be borne by the party who customarily bears such costs in the area where the applicable Property is locatedcosts. Any risk of casualty, condemnation casualty or loss prior to the Closing Date shall be borne by the Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account in the adjustment of the purchase price)awards. In no event shall the Purchaser be required to repay or to cause the Partnership Company to repay any indebtedness of the Partnership at such closing. Notwithstanding anything to the contrary contained Company or of any Property in the Buy/Sell Provisions, it shall be a condition precedent to Purchaser’s and Seller’s obligation to close on the Closing Date that upon performance by each party of its obligations hereunder, that the holder releases the Property from any and all financing liens and encumbrances to which the applicable Property is subjectPool at such closing.

Closing Process. The Purchaser shall fix a closing date (the “"Closing Date”") not later than forty-five (45) days following the Buy/Sell Election Date by notifying the other Partner in writing of the Closing Date not less than ten (10) days prior thereto. The closing shall take place on the Closing Date and shall be completed through a customary closing escrow or held at the principal office of TRT LLC or such other location as the parties shall agree upon at least five (5) Business Days prior to the Closing Date. The purchase price for the applicable Property that are the subject of the Buy/Sell Offering Notice shall be paid in immediately available funds and the Seller shall convey good and marketable fee simple title to the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice or its designee free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreement. Each Partner agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Property that are the subject of the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 as of the date of determination of the Closing Date showing all items of adjustment described below and such adjustments shall be made as of the Closing Date. At the closing, adjustments to purchase price shall be made in accordance with Section 16.7 in order to complete the final calculation of the applicable adjustments to the Purchase Price. The cost of any title insurance policy endorsements desired by the Purchaser shall be paid by the Purchaser. All other costs shall be borne by the party who customarily bears such costs in the area where the applicable Property is located. Any risk of casualty, condemnation or loss prior to the Closing Date shall be borne by Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account in the adjustment of the purchase price). In no event shall Purchaser be required to repay or to cause the Partnership to repay any indebtedness of the Partnership at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Purchaser’s 's and Seller’s 's obligation to close on the Closing Date that upon performance by each party of its obligations hereunder, that the holder releases the Property from any and all financing liens and encumbrances to which the applicable Property is subject.

Closing Process. The ROFO Purchaser shall fix a closing date (the “ROFO Closing Date”) not later than forty-five one hundred twenty (45120) days following the Buy/Sell Election Option Notice Date by notifying the other Partner Transferring Member in writing of the ROFO Closing Date not less than ten (10) days Business Days prior thereto. The closing shall take place on the ROFO Closing Date and shall be completed through a customary closing escrow or held at the principal office of TRT LLC the Company or such other location as the parties shall agree upon at least five (5) Business Days prior to the ROFO Closing Date. The purchase price for the applicable Property that are the subject balance of the Buy/Sell Offering Notice ROFO Purchase Price (less the amount of the ROFO Deposit) shall be paid in immediately available funds and the Seller Transferring Member shall convey good and marketable fee simple title to the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice its Membership Interest to ROFO Purchaser or its designee free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreementencumbrances. Each Partner Member agrees to cooperate and to take execute and deliver all actions and execute all reasonable documents reasonably that may be necessary or appropriate appropriate, in the reasonable opinion of counsel to reflect the purchase of ROFO Purchaser to convey the Property that are Portfolio Transferring Member’s Membership Interest to the subject of the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are locatedROFO Purchaser. The Managing Partner Members shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 as of the date of determination of the Closing Date showing pay their own attorneys’ fees and all items of adjustment described below and such adjustments shall be made as of the Closing Date. At the closing, adjustments to purchase price shall be made in accordance with Section 16.7 in order to complete the final calculation of the applicable adjustments to the Purchase Price. The cost of any title insurance policy endorsements desired by the Purchaser shall be paid by the Purchaser. All other closing costs shall be borne by the party who customarily bears such costs in Los Angeles County, California. To the area where the applicable Property is located. Any extent applicable, any risk of casualty, condemnation or loss prior to the ROFO Closing Date shall be borne by ROFO Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent income proceeds allocable to any period prior to the ROFO Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account in the adjustment of the purchase price)awards. In no event shall Purchaser be required to repay or to cause the Partnership to repay any indebtedness of the Partnership at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it It shall be a condition precedent to Purchaser’s and SellerTransferring Member’s obligation to close on the ROFO Closing Date that upon performance by each party ROFO Purchaser (with the cooperation of its obligations hereunder, that (but at no material cost to) the holder Transferring Member) obtains for the benefit of Transferring Member the releases the Property from any and all financing liens and encumbrances required pursuant to which the applicable Property is subjectSections 9.4 or 9.5 hereof (as applicable).

Closing Process. The Purchaser shall fix a closing date (the “Closing Date”) not later than forty-five (45) days following the Buy/Sell Election Date by notifying the other Partner in writing of the Closing Date not less than ten (10) days prior thereto. The closing shall take place in accordance with the following process: (a) The Closing shall take place at 11:00 a.m. Boston time on the Closing Date and Date. Unless the Parties otherwise agree in writing, the Closing shall be completed conducted through a customary closing escrow arrangement with the Title Company and, on or held at before the principal office of TRT LLC or such other location as Closing Date, the parties Seller shall agree upon at least five deliver to the Title Company the documents listed in Section 8.2 and the Purchaser shall deliver to the Title Company the documents and funds described in Section 8.3. (5b) Not less than fifteen (15) Business Days prior to the Closing Date. The purchase price for the applicable Property that are the subject , Seller shall deliver proposed final but unexecuted copies of each of the Buy/Sell Offering Notice documents listed in Section 8.2 (“Seller’s Deliveries”). (c) Purchaser shall either approve or disapprove the Seller’s Deliveries in a written notice delivered to Seller on or before the date that is five (5) Business Days following the date on which such proposed final but unexecuted Seller’s Deliveries are delivered to Purchaser, provided that (i) Purchaser shall not unreasonably withhold, condition or delay its approval of the Seller’s Deliveries, (ii) to the extent the forms of Seller’s Deliveries are attached as Schedules or Exhibits to this Agreement, the scope of Purchaser’s review of such Seller’s Deliveries shall be paid limited to any material variations from such forms (beyond any variations contemplated by this Agreement) and (iii) if Purchaser fails to give such written notice within said five (5) Business Day period, it shall conclusively be deemed to have approved the Seller’s Deliveries. If Purchaser disapproves any of the Seller’s Deliveries, Purchaser’s written notice shall set forth the reasons for such disapproval with respect to each of the Seller’s Deliveries to which Purchaser objects. All Seller’s Deliveries to which Purchaser does not specifically object in such written notice shall conclusively be deemed approved. (d) Seller and Purchaser shall diligently and in good faith cooperate to agree on final forms of the Seller’s Deliveries to which Purchaser has objected pursuant to Section 8.1(c) within five (5) Business Days after the date of Purchaser’s written notice setting forth such disapproved Seller’s Deliveries. (e) In the event that the Title Company is not unconditionally released by Purchaser to pay to Seller the full amount of the Purchase Price, as increased or decreased by prorations provided for herein, in immediately available wire transfer funds and the Seller shall convey good and marketable fee simple title to the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice or its designee free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) by 1:00 p.m. Boston time on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreement. Each Partner agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Property that are the subject of the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 as of the date of determination of the Closing Date showing all items of adjustment described below and such adjustments shall be made as of the Closing Date. At , at the closing, adjustments to purchase price Seller’s election the Closing shall be made in accordance with Section 16.7 in order deemed to complete have occurred on the final calculation of following Business Day and the applicable adjustments to the Purchase Price. The cost of any title insurance policy endorsements desired by the Purchaser credits and prorations shall be paid by the Purchaser. All other costs shall be borne by the party who customarily bears such costs in the area where the applicable Property is located. Any risk of casualty, condemnation or loss prior to the Closing Date shall be borne by Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account in the adjustment of the purchase price). In no event shall Purchaser be required to repay or to cause the Partnership to repay any indebtedness of the Partnership at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Purchaser’s and Seller’s obligation to close on the Closing Date that upon performance by each party of its obligations hereunder, that the holder releases the Property from any and all financing liens and encumbrances to which the applicable Property is subjectrecalculated accordingly.

Closing Process. The Purchaser ROFO Closing shall fix a closing occur on the date (the “ROFO Closing Date”) not later than forty-five that is (45i) one hundred twenty (120) days following the Buy/Sell Forced Sale Election Date by notifying unless such date is not a Business Day, in which case the other Partner in writing of the ROFO Closing Date not less than ten shall be the next Business Day, or (10ii) days prior theretoan earlier date agreed upon by Investor Manager and Sponsor. The closing shall take place on the ROFO Closing Date and shall be completed through a customary closing escrow escrow. At the ROFO Closing, the Forced Sale Responding Member, or held its nominee or designee, shall pay to the Company an amount equal to (A) the Forced Sale Price, less (B) the ROFO Deposit (provided that the ROFO Deposit is paid at the principal office of TRT LLC or such other location as the parties shall agree upon at least five (5) Business Days prior ROFO Closing to the Closing Date. The purchase price for Company), less (C) the principal balance of any Loan secured by the Project (or the applicable Property that are the subject portion of the Buy/Sell Offering Notice shall be paid in immediately available funds and Project) (if the Seller Forced Sale Responding Member, or its nominee or designee, as applicable, elects, to the extent permitted or required by the Lender if such Loan is assumable, to assume such Loan at the ROFO Closing), plus or minus (as applicable) (D) prorations as provided below. At the ROFO Closing, the Company shall convey to the Forced Sale Responding Member (or its nominee or designee) good and marketable fee simple indefeasible title to (i) the portion of the Project constituting real property by special warranty deed (or the local law equivalent) or (ii) the ground lessee leasehold interest in the portion of the Project subject to ground leases by an assignment and assumption of ground lessee’s leasehold interest in the ground lease, in “as is, where is” condition, with all faults and subject to all liens, encumbrances and other matters of title affecting the Project (or the applicable Propert(ies) that are the subject portion of the Buy/Sell Offering Notice or its designee free and clear of Project) (including any mortgages securing any Loan in connection with the Project) except for (x) all financing liens and encumbrances but subject to affecting the Project created in violation of this Agreement by the Forced Sale Responding Member or any Affiliate thereof, and (y) all such other liens and encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued Company would reasonably likely be required to remove if the Company had sold the Project to a Person in an arms-length transaction. For no additional consideration, the Company shall LIMITED LIABILITY COMPANY AGREEMENT VIDA JV LLC Page 66 also convey all of the tangible personal property owned by the Company to the Forced Sale Responding Member (or its designee) in its “as is, where is” condition, with all faults and without warranty (other than a special warranty of title, or the local law equivalent) and the Company shall also assign, and Forced Sale Responding Member (or its designee) shall assume, all of the Company’s right, title and interest in the Leases, property agreements, any first mortgage Loan assumed at the ROFO Closing and any other encumbrances thereafter placed on intangible property owned by the applicable Propert(ies) Company pursuant to customary written instruments in accordance with the terms of this Agreementform and substance reasonably acceptable to Forced Sale Initiating Member and Forced Sale Responding Member. Each Partner agrees Investor Manager and Sponsor agree to cooperate and to take all actions and execute all other documents reasonably necessary or appropriate to reflect the purchase of the Property that are Project (or the subject applicable portion of the Buy/Sell Offering Notice Project) by the Forced Sale Responding Member or its nominee or designee. At the ROFO Closing, the Forced Sale Initiating Member and otherwise Forced Sale Responding Member shall conduct apportion all items of income and expense relating to the transfer in a manner that is customary for the sale of real property the jurisdiction in which Project (or the applicable Propert(iesportion of the Project) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 an equitable manner as of the date close of determination business on the day immediately preceding the ROFO Closing so that the income and expense items with respect to the period up to and including the day before the ROFO Closing will be for the Company’s account and the income and expense items with respect to the period commencing on the day of the ROFO Closing Date showing all items of adjustment described below will be for the Forced Sale Responding Member’s (or its nominee’s or designee’s) account. Said apportionments and such adjustments shall be made as of set forth on a closing statement in form and substance reasonably acceptable to the Closing DateForced Sale Initiating Member and Forced Sale Responding Member and executed by the Company and the Forced Sale Responding Member or its nominee or designee. At the closing, adjustments to purchase price All such apportionments shall be made on the basis of good faith estimates of Investor Manager and Sponsor using currently available information and final adjustment shall be made promptly after precise figures are determined or available, and in accordance with Section 16.7 in order to complete any event within one (1) year after the final calculation of the applicable adjustments to the Purchase PriceROFO Closing. The cost Forced Sale Responding Member (or its nominee or designee) shall be responsible for the payment of any loan assumption, transfer or related consent fees and expenses and for all other closing costs (such as, by way of example, costs of title insurance policy endorsements desired by and recording fees and taxes) incurred in excess of those which would have been incurred had the Purchaser shall be paid by Forced Sale Responding Member exercised the Purchaseroption described in Section 12.1(c)(4). All other costs shall be borne by the party who customarily bears such costs in the area where the applicable Property is located. Any risk of casualty, condemnation or loss prior to the Closing Date shall be borne by Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account in the adjustment of the purchase price). In no event shall Purchaser be required to repay or to cause the Partnership to repay any indebtedness of the Partnership at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Purchaser’s and Seller’s obligation to close on the Closing Date that upon performance by each party of its obligations hereunder, that the holder releases the Property from any and all financing liens and encumbrances to which the applicable Property is subjectincurs said costs.

Closing Process. The Purchaser shall fix a closing date (the “"Closing Date”") not later than forty-five one hundred twenty (45120) days following the Buy/Sell Election Date date of receipt by the Initiating Member of the responsive notice within the period set forth in Section 8.4.2 or the deemed election by the Responding Member in accordance with Section 8.4.2, by notifying the other Partner Seller in writing of the Closing Date not less than ten thirty (1030) days prior thereto. The closing shall take place on the Closing Date and shall be completed through a customary closing escrow or held at the principal office of TRT LLC or such other location as the parties shall agree upon at least five (5) Business Days prior to the Closing DatePurchaser. The purchase price for the applicable Property that are the subject of the Buy/Sell Offering Notice Seller's interest shall be paid in immediately available funds and the Seller shall convey good and marketable fee simple title to its membership interest in the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice Company to Purchaser or its designee free and clear of all financing liens and encumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreementencumbrances. Each Partner Member agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Property that are Seller's interest by the subject of the Buy/Sell Offering Notice and otherwise Purchaser. The Manager shall conduct the transfer in prepare a manner that is customary balance sheet for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Partner shall prepare in good faith a schedule of adjustments to the Purchase Price pursuant to Section 16.7 Company as of the date of determination of the Closing Date showing all items of adjustment described below income and expense of the Company earned or accrued, and such adjustments income and expenses shall be made prorated between the Purchaser and the Seller as of the Closing Date. At Date (based on the closing, adjustments to purchase price shall be made in accordance with Section 16.7 in order to complete the final calculation of the applicable adjustments Seller's interest therein prior to the Purchase PriceClosing Date). The cost of any title insurance policy endorsements desired by the Purchaser shall be paid by the Purchaser. All other costs shall be borne by the party who customarily bears such costs in the area where the applicable Property is locatedcosts. Any risk of casualty, condemnation casualty or loss prior to the Closing Date shall be borne by the Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Partnership prior to the date of the Buy/Sell Notice shall not be taken into account in the adjustment of the purchase price)awards. In no event shall the Purchaser be required to repay or to cause the Partnership Company to repay any indebtedness of the Partnership Company at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Purchaser’s and Seller’s obligation to close on the Closing Date that upon performance by each party of its obligations hereunder, that the holder releases the Property from any and all financing liens and encumbrances to which the applicable Property is subject.