PARTY AGREES TO PERFORM, EXECUTE AND DELIVER, BUT WITHOUT ANY
OBLIGATION TO INCUR ANY ADDITIONAL LIABILITY OR EXPENSE, ON OR AFTER THE CLOSING
ANY FURTHER DELIVERIES AND ASSURANCES AS MAY BE REASONABLY NECESSARY TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY OR TO FURTHER PERFECT THE
CONVEYANCE, TRANSFER AND ASSIGNMENT OF THE PROPERTY TO PURCHASER.
12.15
DISCHARGE OF OBLIGATIONS.
THE ACCEPTANCE OF THE DEED BY PURCHASER
SHALL BE DEEMED TO BE A FULL PERFORMANCE AND DISCHARGE OF EVERY REPRESENTATION
AND WARRANTY MADE BY SELLER HEREIN AND EVERY AGREEMENT AND OBLIGATION ON THE
PART OF SELLER TO BE PERFORMED PURSUANT TO THE PROVISIONS OF THIS AGREEMENT,
EXCEPT THOSE WHICH ARE HEREIN SPECIFICALLY STATED EITHER TO SURVIVE OR TO BE
PERFORMED AFTER CLOSING.
12.16
NO THIRD PARTY BENEFICIARY.
THE PROVISIONS OF THIS AGREEMENT AND OF
THE DOCUMENTS TO BE EXECUTED AND DELIVERED AT CLOSING ARE AND WILL BE FOR THE
BENEFIT OF SELLER AND PURCHASER ONLY AND ARE NOT FOR THE BENEFIT OF ANY THIRD
PARTY, AND ACCORDINGLY, NO THIRD PARTY SHALL HAVE THE RIGHT TO ENFORCE THE
PROVISIONS OF THIS AGREEMENT OR OF THE DOCUMENTS TO BE EXECUTED AND DELIVERED AT
CLOSING.
12.17
ASSUMPTION OF EXISTING LOAN.
SELLER (AT NO THIRD PARTY COST, EXPENSE
OR LIABILITY TO SELLER) AGREES TO ASSIST PURCHASER IN ATTEMPTING TO OBTAIN THE
CONSENT OF LENDER TO ALLOW PURCHASER TO ASSUME THE EXISTING LOAN (THE "LENDER
CONSENT").
THE LENDER CONSENT MUST INCLUDE, TO THE EXTENT PERMITTED BY THE
EXISTING LOAN, LENDER'S WRITTEN AGREEMENT TO RELEASE SELLER AND ITS CONSTITUENT
MEMBERS OF AND FROM ANY LOSS, EXPENSE, LIABILITY OR OTHER OBLIGATIONS ARISING
SUBSEQUENT TO THE ASSUMPTION OF THE EXISTING LOAN BY PURCHASER, EXCEPT THAT
SELLER WILL REMAIN LIABLE FOR CLAIMS, CAUSES OF ACTION AND LIABILITIES ARISING
AS A RESULT OF FACTS OR CIRCUMSTANCES WHICH EXISTED PRIOR TO THE DATE OF
ASSUMPTION OF THE EXISTING LOAN BY PURCHASER. SELLER MAKES NO REPRESENTATION OR
WARRANTY THAT PURCHASER WILL BE SUCCESSFUL IN SECURING SUCH LENDER CONSENT.
AT
THE CLOSING, PURCHASER SHALL PAY THE ASSUMPTION FEES ARISING UNDER THE EXISTING
LOAN (INCLUDING THE BENEFICIARY'S LEGAL FEES).
AT ANY TIME ON OR BEFORE THE
EXPIRATION OF FIFTY (50) DAYS FOLLOWING THE EFFECTIVE DATE, IF PURCHASER IS
UNABLE FOR ANY REASON TO OBTAIN LENDER CONSENT FOR PURCHASER'S ASSUMPTION OF THE
EXISTING LOAN ON TERMS AND CONDITIONS ACCEPTABLE TO PURCHASER, IN ITS SOLE AND
ABSOLUTE DISCRETION, THEN PURCHASER MAY TERMINATE THIS AGREEMENT BY WRITTEN
NOTICE TO SELLER ON OR BEFORE THE EXPIRATION OF FIFTY (50) DAYS FOLLOWING THE
EFFECTIVE DATE, IN WHICH EVENT THIS AGREEMENT SHALL TERMINATE, THE EARNEST MONEY
(MINUS THE INDEPENDENT CONSIDERATION AND THE PROCESSING FEE) SHALL BE REFUNDED
TO PURCHASER AND NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS, LIABILITIES OR
OBLIGATIONS HEREUNDER EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY IN THIS
AGREEMENT.
IF LENDER CONSENT HAS NOT BEEN OBTAINED ON OR BEFORE THE DATE WHICH
IS SIXTY-FIVE (65) DAYS FOLLOWING THE EFFECTIVE DATE, THEN EITHER SELLER OR
PURCHASER MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO THE OTHER PARTY ON
OR BEFORE THE