ON A STRICTLY "AS-IS, WHERE-IS" BASIS, WITHOUT
ANY REPRESENTATION OR WARRANTY, OF ANY NATURE WHATSOEVER, FROM BUYER EXCEPT
THOSE NORMAL AND CUSTOMARY REPRESENTATIONS AND WARRANTIES CONTAINED IN ANY OF
THE CLOSING DOCUMENTS.
BUYER SHALL NOT BE REQUIRED TO PROVIDE SELLER WITH ANY
TITLE INSURANCE OR ANY SURVEY OF THE *** LAND.
BUYER SHALL DELIVER AT CLOSING
A LIMITED WARRANTY DEED CONVEYING THE *** LAND TO SELLER, SUBJECT TO ALL OF THE
SAME PERMITTED TITLE EXCEPTIONS THAT BUYER ACCEPTED WHEN IT ACQUIRED THE ***
LAND FROM SELLER, ALONG WITH SUCH OTHER CLOSING DOCUMENTS AS ARE CUSTOMARY FOR
SIMILAR TYPE CLOSINGS (BUT WITHOUT ANY REQUIREMENT THAT BUYER PROVIDE ANY
REPRESENTATION OR WARRANTY, OF ANY NATURE, OR UNDERTAKE ANY LIABILITY TO OR FOR
THE BENEFIT OF, SELLER EXCEPT THOSE CUSTOMARILY GIVEN AND SIMILAR TO THOSE
PROVIDED IN THIS AGREEMENT), AND SELLER SHALL DELIVER THE PURCHASE PRICE FOR THE
*** LAND TO BUYER VIA FEDERAL WIRE TRANSFER AND SUBJECT TO A REAL ESTATE TAX
PRORATION BASED ON LAND VALUES ONLY FOR THE *** LAND, CALCULATED IN ACCORDANCE
WITH THE SAME METHOD PURSUANT TO WHICH THE REAL ESTATE TAXES WERE PRORATED UNDER
THIS AGREEMENT.
SELLER SHALL ALSO BE RESPONSIBLE, AT SELLER'S SOLE COST, TO
CAUSE A REAL ESTATE TAX DIVISION TO OCCUR, AS QUICKLY AS IS POSSIBLE FOLLOWING
THE CLOSING OF THE CONVEYANCE OF THE *** LAND TO SELLER, BETWEEN THE *** LAND
AND *** , SO AS TO CAUSE EACH OF THE *** LAND AND *** TO HAVE A SEPARATE AND
DISTINCT TAX IDENTIFICATION NUMBER.
THE PROVISIONS OF THIS SECTION 19.2 SHALL
SURVIVE THE CLOSING AND SHALL NOT MERGE INTO ANY CONVEYANCING DOCUMENTS
DELIVERED AT CLOSING.
19.3
FORM 8-K FILINGS.
SELLER AGREES TO COOPERATE
WITH BUYER, WITHOUT THIRD PARTY EXPENSE TO SELLER, BEFORE AND AFTER CLOSING IN
PROVIDING SUCH INFORMATION ABOUT THE PROPERTY AS BUYER MAY REASONABLY REQUIRE TO
PREPARE ITS FORM 8-K FILINGS AND SUCH OTHER REPORTS AND FILINGS AS MAY BE
REQUIRED BY ANY GOVERNMENTAL AUTHORITY.
19.4
PENDING LAND SALE PROPERTY.
BUYER AND SELLER
ACKNOWLEDGES THAT SELLER HAS ADVISED BUYER THAT SELLER IS NEGOTIATING THE TERMS
OF, OR HAS ENTERED INTO, CONTRACTS FOR THE SALE OF SOME OF THE UNDEVELOPED
PROPERTY, AS MORE SPECIFICALLY IDENTIFIED ON EXHIBIT P ATTACHED HERETO ("PENDING
LAND SALE PROPERTY").
FIVE (5) DAYS PRIOR TO THE CLOSING DATE, SELLER SHALL
NOTIFY BUYER, IN WRITING, IF ANY OF THE PENDING LAND SALE PROPERTY IS TO BE
EXCLUDED FROM THE CLOSING, WHEREUPON (I) THE PURCHASE PRICE FOR THE UNDEVELOPED
PROPERTY SHALL BE REDUCED BY AN AMOUNT EQUAL TO THE RELEASE PRICE FOR SUCH
PENDING LAND SALE PROPERTY AS SET FORTH IN EXHIBIT P; AND (II) SELLER SHALL
REIMBURSE PURCHASER, WITHIN TEN (10) DAYS AFTER WRITTEN DEMAND THEREFOR, FOR ALL
OF THE REASONABLE, DOCUMENTED THIRD PARTY COSTS AND EXPENSES THAT BUYER INCURRED
IN ORDER TO
36
PERFORM ITS DUE DILIGENCE INVESTIGATIONS AT, TO, IN AND ABOUT THE PENDING LAND
SALE PROPERTY THAT HAS BEEN EXCLUDED FROM THIS AGREEMENT IN AN AMOUNT*** .
SUCH
REIMBURSEMENT OBLIGATION SHALL SURVIVE THE CLOSING.
IF