CLOSING BASED UPON THE MOST RECENTLY ISSUED BILLS
THEREFOR AND SHALL BE RE-ADJUSTED OUTSIDE OF THE ESCROW WHEN FINAL BILLS ARE
ISSUED.
8.1.2
CHARGES UNDER ASSIGNED CONTRACTS.
THE UNPAID MONETARY OBLIGATIONS
OF SELLER WITH RESPECT TO ANY OF THE ASSIGNED CONTRACTS, IF ANY, SHALL BE
PRORATED ON A PER DIEM BASIS AS OF MIDNIGHT BEFORE THE DATE OF THE CLOSING.
8.2
EXPENSES.
THE EXPENSES AND COSTS OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT SHALL BE BORNE BY THE PARTIES AS FOLLOWS, ALL OF WHICH
OBLIGATIONS SHALL SURVIVE THE CLOSING:
8.2.1
ADVISORS.
SUBJECT TO SECTION 14.10 HEREOF, EACH PARTY WILL PAY ALL
ITS OWN EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, (A) ALL COSTS AND EXPENSES
STATED HEREIN TO BE BORNE BY SUCH PARTY, AND (B) ALL OF ITS OWN RESPECTIVE
ACCOUNTING, LEGAL AND APPRAISAL FEES.
8.2.2
SELLER'S EXPENSES.
SELLER SHALL PAY AT THE CLOSING (A) THE PREMIUM
ATTRIBUTABLE TO A CLTA TITLE POLICY FOR BUYER, (B) FIFTY PERCENT (50%) OF ALL
ESCROW FEES, AND (C) ALL CITY AND COUNTY TRANSFER TAXES.
8.2.3
BUYER'S EXPENSES.
BUYER SHALL PAY AT THE CLOSING (A) ALL PREMIUMS
FOR BUYER'S TITLE POLICY OVER AND ABOVE A CLTA TITLE POLICY AND ALL
ENDORSEMENTS, AND (B) FIFTY PERCENT (50%) OF ALL ESCROW FEES.
8.2.4
OTHER FEES.
ALL OTHER CLOSING COSTS IF ANY, SHALL BE DIVIDED BY THE
PARTIES IN ACCORDANCE WITH THE CUSTOM OF ALAMEDA COUNTY.
11
8.3
POSSESSION.
POSSESSION OF THE PROPERTY SHALL BE SURRENDERED TO
BUYER AT THE CLOSING FREE AND CLEAR OF ANY RIGHTS OF POSSESSION OF OTHERS.
9.
CASUALTY AND CONDEMNATION; INSURANCE.
9.1
THRESHOLD AMOUNT FOR TERMINATION OPTION.
IF, AT ANY TIME PRIOR TO
THE DATE OF CLOSING, IMPROVEMENTS HAVING A REPLACEMENT VALUE OF FIVE HUNDRED
THOUSAND DOLLARS ($500,000) OR MORE ARE DESTROYED OR DAMAGED AS A RESULT OF FIRE
OR ANY OTHER CASUALTY WHATSOEVER, OR AS A RESULT OF THE PROPERTY BEING CONDEMNED
OR TAKEN BY EMINENT DOMAIN PROCEEDINGS BY ANY PUBLIC AUTHORITY, THE PROPERTY'S
VALUE IS REDUCED BY FIVE HUNDRED THOUSAND DOLLARS ($500,000) OR MORE, THEN, AT
BUYER'S OPTION, TO BE EXERCISED BY WRITTEN NOTICE TO SELLER, THIS AGREEMENT
SHALL TERMINATE, AND THE DEPOSIT SHALL BE RETURNED TO BUYER, AND EXCEPT AS
EXPRESSLY SET FORTH HEREIN, NEITHER PARTY SHALL HAVE ANY FURTHER LIABILITY OR
OBLIGATION TO THE OTHER HEREUNDER.
BUYER SHALL EXERCISE SUCH TERMINATION RIGHT,
IF AT ALL, WITHIN FIFTEEN (15) DAYS AFTER RECEIPT OF NOTICE FROM SELLER ADVISING
BUYER OF SUCH DAMAGE OR TAKING.
9.2
ALLOCATION OF COMPENSATION.
IF THERE IS ANY DAMAGE OR DESTRUCTION
OR CONDEMNATION OR TAKING, AS ABOVE SET FORTH, AND IF (A) THE RESULTING
REDUCTION IN THE VALUE OF THE PROPERTY IS LESS THAN FIVE HUNDRED THOUSAND
DOLLARS ($500,000), OR (B) BUYER ELECTS NOT TO TERMINATE THIS AGREEMENT AS
PROVIDED ABOVE, THEN BUYER SHALL PAY THE PURCHASE PRICE IN FULL AT THE CLOSING
AND THE PROPERTY SHALL BELONG TO BUYER, PROVIDED THAT (I) IN THE CASE OF A
TAKING, ALL CONDEMNATION PROCEEDS PAID OR PAYABLE TO SELLER