OR SHALL HAVE BEEN AFFECTED BY AN ASSESSMENT OR ASSESSMENTS
WHICH ARE OR MAY BE PAYABLE IN INSTALLMENTS, THEN ASSESSMENTS THAT WERE DUE AND
PAYABLE DURING THE PERIOD PRIOR TO THE CLOSING DATE SHALL BE PAID BY SELLERS AND
ALL ASSESSMENTS RELATING TO THE PERIOD ON OR AFTER THE CLOSING DATE SHALL BE
PAID BY BUYER. ANY SUCH ASSESSMENT (LESS THE AMOUNT THEREOF WHICH ANY TENANT IS
OBLIGATED TO PAY DIRECTLY TO THE ASSESSING AUTHORITY AND FOR WHICH SELLER IS NOT
COLLECTING MONTHLY INSTALLMENTS FROM SUCH TENANT UNDER THE EXPRESS TERMS OF SUCH
TENANT'S LEASE) SHALL BE PRORATED AS OF 11:59 P.M. ON THE DAY PRECEDING THE
CLOSING DATE (THE "PRORATION TIME") AND THE NET AMOUNT THEREOF SHALL BE ADDED TO
(IF SUCH NET AMOUNT IS IN SELLERS' FAVOR) OR DEDUCTED FROM (IF SUCH NET AMOUNT
IS IN BUYER'S FAVOR) THE PAYMENT REQUIRED PURSUANT TO CLAUSE (B) OF SECTION 2.1
ABOVE.
SECTION 4.2.
ASSESSMENTS SURVIVAL DATE. THE PROVISIONS OF THIS ARTICLE IV SHALL
SURVIVE THE CLOSING UNTIL THE SURVIVAL DATE SET FORTH IN SECTION 24.9(A).
ARTICLE V.
EXPENSES.
SECTION 5.1.
EXPENSES. EACH PARTY SHALL PAY ITS OWN COSTS AND EXPENSES IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE FEES AND
EXPENSES OF ITS ATTORNEYS, ACCOUNTANTS, CONSULTANTS AND ENGINEERS. IN ADDITION,
BUYER SHALL PAY (A) ALL OF THE ESCROW FEES, IF ANY, (B) ALL EXPENSES OF OR
RELATED TO THE ISSUANCE OF OWNER'S TITLE INSURANCE POLICIES AND ANY ENDORSEMENTS
TO BUYER'S POLICIES OF TITLE INSURANCE, (C) ALL EXPENSES OF OBTAINING, IF
APPLICABLE, ANY LENDER'S TITLE INSURANCE POLICY AND ANY ENDORSEMENTS TO SUCH
POLICY, (D) ALL CITY AND STATE CHARGES REQUIRED TO BE PAID TO RECORD DOCUMENTS
IN THE OFFICIAL RECORDS OF THE COMMONWEALTH OF VIRGINIA (THE "OFFICIAL
RECORDS"), (E) THE COST OF ANY UPDATES TO THE SURVEYS INITIATED BY BUYER,
(F) ONE HUNDRED PERCENT (100%) OF ALL STATE AND LOCAL TAXES AND RECORDATION FEES
THAT MAY BE DUE IN CONNECTION WITH THE SALE OF THE PROPERTIES (INCLUDING WITH
RESPECT TO PROPERTIES IN VIRGINIA
16
THE GRANTOR'S TAX IMPOSED PURSUANT TO SECTION 58.1-802 OF THE VIRGINIA CODE),
(G) ALL DUE DILIGENCE EXPENSES AND CHARGES FOR ANY ENGINEERING REPORTS OR
APPRAISALS COMMISSIONED BY BUYER, AND (H) ALL COSTS RELATING TO ANY MORTGAGE
FINANCING ARRANGED BY BUYER AND ANY APPLICABLE ASSUMPTION OR OTHER SIMILAR FEES
IN THE EVENT THAT ANY MORTGAGE IS TO BE ASSUMED; IT BEING ACKNOWLEDGED AND
AGREED BY BUYER THAT BUYER'S OBLIGATIONS UNDER THIS AGREEMENT ARE NOT SUBJECT
TO, OR CONTINGENT UPON, THE AVAILABILITY AND/OR CONSUMMATION OF FINANCING. ALL
OTHER CLOSING COSTS THAT ARE CUSTOMARILY PAID IN A COMMERCIAL REAL ESTATE
PURCHASE AND SALE TRANSACTION IN THE COMMONWEALTH OF VIRGINIA OR IN CONNECTION
WITH BUYER'S FINANCING (BUT EXCLUSIVE OF COSTS INCURRED IN CONNECTION WITH THE
PAY-OFF OR RELEASE OF SELLERS' FINANCING, WHICH SHALL BE PAID BY SELLER) SHALL
BE BORNE BY BUYER.
SECTION 5.2.
SURVIVAL. THE PROVISIONS OF THIS ARTICLE V SHALL SURVIVE THE
CLOSING OR TERMINATION OF THIS AGREEMENT UNTIL THE SURVIVAL DATE SET FORTH IN
SECTION 24.9(A).