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LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER MONETARY RELIEF OR <br /> OTHER REMEDY, INCLUDING WITHOUT LIMITATION SPECIFIC PERFORMANCE, TO <br /> WHICH SELLER OTHERWISE MIGHT BE ENTITLED UNDER THIS AGREEMENT, AT <br /> LAW OR IN EQUITY. BUYER AND SELLER SPECIFICALLY ACKNOWLEDGE THEIR <br /> AGREEMENT TO THE FOREGOING LIQUIDATED DAMAGES PROVISION BY <br /> INITIALING THIS PARAGRAPH IN THE APPROPRIATE SPACES PROVIDED BELOW. <br /> Buyer's Initials Seller's Initials . 7 <br /> 7. Prorations. If the Closing occurs, all income, if any, and expenses of the Real <br /> Property shall be apportioned as of 12:01 a.m., on the day of Closing as if Buyer were vested <br /> with title to the Real Property during the entire day upon which Closing occurs. Notwithstanding <br /> the generality of the preceding sentence, specific items of income and expense shall be prorated <br /> as follows: <br /> (a) Collected Rent. All collected rent, collected tenant reimbursements for <br /> Operating Expenses (as defined in Paragraph 7(b) below), and other collected income for the <br /> month of Closing under the Lease shall be prorated as of the Closing Date. Buyer shall be <br /> credited with any rent and other income collected by Seller before the Closing Date but <br /> applicable to any period of time from and after the Closing Date. Uncollected rent and other <br /> income shall not be prorated on the Closing Date. Any rent received by Seller after the Closing <br /> Date with respect to time periods from and after the Closing Date shall be delivered to Buyer <br /> within five (5) days of Seller's receipt. Buyer shall apply rent and other income that is collected <br /> from the Tenant after the Closing Date first to the obligations then owing to Buyer for its period <br /> of ownership and to those reasonable attorneys' fees incurred by Buyer in collecting such <br /> amount, and shall remit the balance to Seller, to the extent attributable to the period prior to the <br /> Closing Date. Within ninety (90) days following the Closing Date, Seller may pursue collection <br /> as to any rent owing by the Tenant attributable to the period prior to the Closing, provided that <br /> Seller shall have no right to seek to terminate the Lease or the Tenant's occupancy under the <br /> Lease in connection with its collection efforts. <br /> (b) Operating Expenses. Taxes, insurance, utilities (to the extent not paid <br /> directly by the Tenant), common area maintenance and other operating costs and expenses in <br /> connection with the ownership, operation, maintenance and management of the Real Property <br /> (collectively "Operating Expenses ") shall be prorated as of the Closing Date as set forth in <br /> Paragraph 7(a). Those Operating Expenses being paid directly by the Tenant shall not be <br /> prorated. Operating Expenses that are not payable by the Tenant either directly or not <br /> reimbursable under the Lease shall be prorated between Seller and Buyer on an accrual basis. <br /> (c) Taxes and Assessments. Seller shall pay any delinquent real property <br /> taxes and assessments relating to the Real Property. Non - delinquent real estate taxes and <br /> assessments imposed by any governmental authority shall be prorated as of the Closing Date <br /> based upon the tax bill(s) received for and applicable to the period(s) in which the Closing Date <br /> occurs; or, to the extent such tax bill(s) and applicable amount(s) are not available by the Closing <br /> Date, based on the most recent ascertainable assessed values and tax rates. Seller shall receive a <br /> credit for any prepaid taxes and assessments paid by Seller attributable to the period prior to the <br /> Closing to the end of the applicable taxing period. <br /> Purchase and Sale Agreement 1548 Maple <br /> 03.04.2011 v.1 <br /> 6 <br />