AT THE CLOSING THE TITLE COMPANY ISSUES A CURRENTLY EFFECTIVE,
DULY-EXECUTED "MARKED-UP" TITLE COMMITMENT AND IRREVOCABLY COMMITS IN WRITING TO
ISSUE THE TITLE POLICY IN THE FORM OF THE "MARKED-UP" TITLE COMMITMENT PROMPTLY
AFTER THE CLOSING DATE. PURCHASER MAY ELECT TO OBTAIN ADDITIONAL COVERAGE OR
ENDORSEMENTS TO THE TITLE POLICY AT PURCHASER'S SOLE COST AND EXPENSE BUT
OBTAINING SUCH ADDITIONAL COVERAGE OR ENDORSEMENTS SHALL NOT BE A CONDITION
PRECEDENT TO PURCHASER'S CLOSING OBLIGATIONS UNDER THIS AGREEMENT.
4.
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS. IN ADDITION TO
ANY OTHER CONDITIONS PRECEDENT TO THE PERFORMANCE OF PURCHASER'S OBLIGATIONS
UNDER THIS AGREEMENT, THE OBLIGATIONS AND LIABILITIES OF PURCHASER HEREUNDER
SHALL IN ALL RESPECTS BE CONDITIONED UPON SATISFACTION OF EACH OF THE FOLLOWING
CONDITIONS PRECEDENT (THE CONDITIONS PRECEDENT SET FORTH IN THIS SECTION 4 BEING
COLLECTIVELY REFERRED TO AS THE "CONDITIONS PRECEDENT") AS OF CLOSING (ANY OF
WHICH MAY BE WAIVED BY WRITTEN NOTICE FROM PURCHASER TO SELLER):
4.1.
MARKETABILITY OF PROPERTY. SELLER SHALL OWN INDEFEASIBLE FEE
SIMPLE AND INSURABLE TITLE TO THE PROPERTY, SUBJECT ONLY TO THE PERMITTED
ENCUMBRANCES.
4.2.
SELLER AGREEMENTS. SELLER SHALL HAVE ENTERED INTO NO AGREEMENT,
ORAL OR WRITTEN, NOT REFERRED TO HEREIN, WITH REFERENCE TO THE PROPERTY THAT
WILL SURVIVE CLOSING OTHER THAN THE SERVICE CONTRACTS, AND NEITHER SELLER NOR
THE PROPERTY SHALL BE SUBJECT TO ANY JUDGMENT OR DECREE OF A COURT OF COMPETENT
JURISDICTION, OR TO ANY LITIGATION OR ADMINISTRATIVE PROCEEDING
8
WHICH WOULD IN ANY WAY AFFECT THE PROPERTY OR WHICH WOULD IN ANY WAY BE BINDING
UPON PURCHASER, OR PURCHASER'S ASSIGNS, OR AFFECT OR LIMIT PURCHASER'S OR
PURCHASER'S ASSIGNS' FULL USE AND ENJOYMENT OF THE PROPERTY OR WHICH WOULD LIMIT
OR RESTRICT IN ANY WAY SELLER'S RIGHT OR ABILITY TO ENTER INTO THIS AGREEMENT
AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY. IN ADDITION, NO FURTHER
ACTION SHALL BE REQUIRED AS A PREREQUISITE TO THE ENFORCEABILITY OF THIS
AGREEMENT AGAINST SELLER, IN ACCORDANCE WITH ITS TERMS.
4.3.
NOTICE OF EMINENT DOMAIN. NEITHER SELLER NOR ANY AGENT OF SELLER
SHALL HAVE RECEIVED ANY NOTICES FROM ANY CITY, COUNTY OR OTHER GOVERNMENTAL
AUTHORITY OF ANY TAKING OF THE PROPERTY, OR ANY PORTION THEREOF, BY EMINENT
DOMAIN OR SIMILAR PROCEEDING, AND NO SUCH TAKING OR OTHER CONDEMNATION OF THE
PROPERTY, OR ANY PORTION THEREOF, SHALL BE THREATENED OR CONTEMPLATED BY ANY
SUCH GOVERNMENTAL AUTHORITY.
4.4.
CHARGES AND ASSESSMENTS. SELLER SHALL BE RESPONSIBLE FOR ALL
CHARGES AND ASSESSMENTS (OTHER THAN AD VALOREM PROPERTY TAXES FOR THE YEAR OF
CLOSING, WHICH SHALL BE PRORATED ON A CALENDAR YEAR BASIS TO THE DATE OF
CLOSING) FOR SEWER, WATER, STREETS, SIDEWALKS AND SIMILAR IMPROVEMENTS BY ANY
GOVERNMENTAL AUTHORITY AFFECTING THE PROPERTY THROUGH AND INCLUDING NOVEMBER 21,
2006, AND ALL SUCH CHARGES AND ASSESSMENTS, WHETHER OR NOT DUE AND PAYABLE PRIOR
TO CLOSING, SHALL HAVE BEEN PAID IN FULL.
4.5.
SELLER'S AUTHORITY. SELLER SHALL HAVE PRESENTED EVIDENCE
SATISFACTORY TO PURCHASER, PURCHASER'S ATTORNEY AND THE TITLE COMPANY WITH
RESPECT TO THE RIGHT, POWER AND AUTHORITY OF DESIGNATED REPRESENTATIVE(S) OF
SELLER TO EXECUTE THE CLOSING DOCUMENTS AND CONSUMMATE