FOR THE RECORDATION OF THE DEED,
AND
(III)
PURCHASER SHALL PAY ANY MORTGAGE RECORDING TAXES AND RECORDING
CHARGES.
(IF ANY) THAT MAY BE DUE AND PAYABLE BY REASON OF THE EXECUTION,
DELIVERY AND/OR RECORDATION OF ANY MORTGAGE OR DEED OF TRUST SECURING
PURCHASER'S FINANCING.
(B)
TITLE INSURANCE AND SURVEYS.
PURCHASER SHALL PAY THE COSTS OF
PURCHASER'S AND ITS MORTGAGEE'S TITLE INSURANCE AND THE COSTS OF SURVEY WORK.
(C)
NO PRORATIONS AND ADJUSTMENTS; CREDITS OR REFUNDS.
BECAUSE THE
PROPERTY WILL BE NET LEASED TO SELLER UNDER THE TERMS OF THE LEASE AS OF THE
CLOSING DATE, IT IS AGREED THAT THE PARTIES WILL NOT MAKE PRORATIONS OR
ADJUSTMENTS AT THE CLOSING OF PROPERTY CHARGES THAT ARE OTHERWISE CUSTOMARILY
PRORATED AND ADJUSTED BETWEEN BUYERS AND SELLERS OF REAL PROPERTY (SUCH AS REAL
ESTATE TAXES, WATER, SEWER, UTILITY CHARGES AND SERVICE CONTRACT PAYMENTS).
SELLER MAY RETAIN, AND PURCHASER SHALL PROMPTLY UPON RECEIPT PAY OVER TO SELLER,
ANY CREDITS OR REFUNDS IN RESPECT OF ANY SUCH CHARGES ALLOCABLE TO THE PERIOD
PRIOR TO THE CLOSING (AND SELLER SHALL HAVE THE SAME RIGHTS OF CONTEST AS SELLER
(AS LESSEE) HAS IN RESPECT OF SUCH CHARGES ALLOCABLE TO THE TERM OF THE LEASE).
(D)
EACH OF SELLER AND PURCHASER SHALL PAY ITS RESPECTIVE ATTORNEYS'
FEES AND EXPENSES, AND PURCHASER SHALL PAY ANY COSTS, FEES AND EXPENSES
(INCLUDING ATTORNEYS' FEES) INCURRED IN CONNECTION WITH THE ARRANGEMENT OF ANY
MORTGAGE OR OTHER FINANCING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY.
(E)
THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING.
SECTION 8.
CLOSING.
THE CLOSING SHALL BE HELD CONCURRENTLY WITH
THE EXECUTION OF THIS AGREEMENT IN THE OFFICES OF SELLER'S COUNSEL OR AT SUCH
OTHER LOCATION AS THE PARTIES SHALL MUTUALLY DETERMINE.
SUBJECT TO THE OTHER
TERMS AND CONDITIONS HEREOF, AT THE CLOSING, SELLER SHALL CONVEY SELLER'S TITLE
TO THE PROPERTY TO PURCHASER BY THE DEED, SUBJECT TO PERMITTED EXCEPTIONS,
WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND (EXCEPT AS EXPRESSLY PROVIDED
HEREIN), CONCURRENTLY WITH PAYMENT OF THE PURCHASE PRICE BY THE PURCHASER.
PURCHASER'S ACCEPTANCE OF THE DEED SHALL BE DEEMED TO BE THE FULL PERFORMANCE
AND DISCHARGE OF ANY AND ALL
7
OF SELLER'S OBLIGATIONS HEREUNDER, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN AS
SURVIVING (SUBJECT TO ANY OTHER LIMITATIONS ON SUCH SURVIVAL EXPRESSED HEREIN).
SECTION 9.
CONDITIONS TO CLOSING.
(A)
CONDITIONS TO SELLER'S
OBLIGATIONS.
THE OBLIGATION OF SELLER TO CLOSE TITLE ON THE CLOSING DATE UNDER
THIS AGREEMENT IS SUBJECT TO THE FULFILLMENT ON OR PRIOR TO THE CLOSING DATE OF
THE FOLLOWING CONDITIONS, ANY ONE OR MORE OF WHICH MAY BE WAIVED BY SELLER IN
WRITING:
(I)
PAYMENT OF THE PURCHASE PRICE.
SELLER SHALL HAVE RECEIVED THE
PURCHASE PRICE AS PROVIDED HEREIN.
(II)
PURCHASER REPRESENTATIONS AND WARRANTIES.
ALL REPRESENTATIONS
AND WARRANTIES OF PURCHASER CONTAINED HEREIN SHALL BE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS ON THE CLOSING DATE.
(III)
PURCHASER'S COVENANTS.
PURCHASER SHALL HAVE PERFORMED IN ALL
MATERIAL RESPECTS ALL OF ITS MATERIAL OBLIGATIONS AND COMPLIED IN ALL MATERIAL
RESPECTS WITH ALL OF ITS MATERIAL