COUNTY RECORDER TO RETURN THE GRANT DEED TO BUYER.
(D)
DISBURSE TO SELLER FROM THE FUNDS DEPOSITED INTO ESCROW BY BUYER
THE PURCHASE PRICE LESS SELLER'S ESCROW AND CASH CHARGES, LESS ANY WITHHOLDING
MANDATED BY STATE OR FEDERAL LAW.
(E)
DISBURSE FROM FUNDS DEPOSITED BY BUYER AMOUNTS TOWARD PAYMENT OF
ALL OTHER ITEMS CHARGEABLE TO THE ACCOUNT OF BUYER HEREUNDER, AND DISBURSE THE
BALANCE OF SUCH FUNDS, IF ANY, TO BUYER.
(F)
DELIVER TO BUYER THE BILL OF SALE, THE NONFOREIGN AFFIDAVIT AND
THE TITLE POLICY.
10.2
ESCROW CANCELLATION CHARGES.
IF THE CLOSING DOES NOT OCCUR BECAUSE
OF THE DEFAULT OF A PARTY, THE DEFAULTING PARTY SHALL BEAR ALL ESCROW
CANCELLATION CHARGES.
IF THE CLOSING DOES NOT OCCUR FOR ANY REASON OTHER THAN
THE DEFAULT OF A PARTY, THEN BUYER AND SELLER SHALL EACH PAY ONE-HALF OF ANY
ESCROW CANCELLATION CHARGES.
AS USED IN THIS AGREEMENT, "ESCROW CANCELLATION
CHARGES" MEANS ALL FEES, CHARGES AND EXPENSES INCURRED BY ESCROW HOLDER OR THIRD
PARTIES ENGAGED BY ESCROW HOLDER.
10.3
CONVEYANCE AND POSSESSION.
UPON THE CLOSING, SELLER SHALL CONVEY
TITLE TO THE PROPERTY TO BUYER, SUBJECT ONLY TO THE PERMITTED EXCEPTIONS, AND
SELLER SHALL DELIVER TO BUYER EXCLUSIVE POSSESSION OF THE PROPERTY.
.
11.
REPRESENTATIONS AND WARRANTIES OF SELLER. SELLER MAKES THE
FOLLOWING REPRESENTATIONS, WARRANTIES AND COVENANTS TO BUYER:
11.1
SELLER IS A CORPORATION DULY INCORPORATED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF CALIFORNIA.
SELLER HAS FULL RIGHT,
POWER, CAPACITY AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS
OBLIGATIONS HEREUNDER.
11.2
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION
OF SELLER ENFORCEABLE AGAINST SELLER IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE
EXTENT THAT SUCH ENFORCEMENT MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, MORATORIUM AND OTHER PRINCIPLES RELATING TO OR LIMITING THE RIGHTS
OF CONTRACTING PARTIES GENERALLY.
NEITHER THIS AGREEMENT NOR THE CONSUMMATION
OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY VIOLATES OR SHALL VIOLATE ANY
PROVISION OF ANY AGREEMENT OR DOCUMENT TO WHICH SELLER IS A PARTY OR TO WHICH
SELLER IS BOUND.
NO CONSENT FROM ANY THIRD PARTY IS REQUIRED BEFORE ANY OF THE
PROPERTY MAY BE CONVEYED TO BUYER.
11.3
SELLER HAS NOT ALIENATED, ENCUMBERED, TRANSFERRED, OPTIONED,
LEASED, ASSIGNED, TRANSFERRED OR OTHERWISE CONVEYED ITS INTEREST OR ANY PORTION
OF ITS INTEREST IN THE PROPERTY OR ANY PORTION THEREOF EXCEPT FOR THE LEASE AND
AS SET FORTH IN THE PRELIMINARY REPORT, NOR HAS SELLER ENTERED INTO ANY
AGREEMENT (OTHER THAN THIS AGREEMENT) SO TO DO.
11.4
EXCEPT AS SELLER HAS DISCLOSED TO BUYER IN WRITING OR AS OTHERWISE
DISCLOSED IN THE PROPERTY DOCUMENTS OR AS DISCOVERED BY BUYER, TO THE BEST
KNOWLEDGE OF SELLER: (I) THE PROPERTY IS NOT IN VIOLATION, NOR HAS BEEN OR IS
CURRENTLY UNDER INVESTIGATION FOR VIOLATION OF ANY FEDERAL, STATE OR LOCAL LAW,
ORDINANCE OR REGULATION RELATING TO INDUSTRIAL HYGIENE, WORKER HEALTH AND
SAFETY, OR TO THE ENVIRONMENTAL CONDITIONS IN, AT, ON, UNDER OR ABOUT THE
PROPERTY INCLUDING, BUT NOT LIMITED TO, SOIL AND GROUNDWATER CONDITIONS;