TERM "PERMITTED ENCUMBRANCES" SHALL MEAN THOSE ITEMS LISTED ON EXHIBIT "C"
ATTACHED HERETO.
SELLER SHALL NOT PLACE, OR ALLOW TO BE PLACED, ANY ENCUMBRANCE
OF ANY NATURE AGAINST OR RELATING TO THE PROPERTY BETWEEN THE DATE HEREOF AND
THE CLOSING DATE.
IN THE EVENT ANY SUCH ENCUMBRANCE IS PLACED AGAINST OR
OTHERWISE BECOMES RELATIVE TO THE PROPERTY BETWEEN THE DATE HEREOF AND THE
CLOSING DATE, OR IN THE EVENT ANY ENCUMBRANCE THAT CONSTITUTES A MONETARY LIEN
EXISTS AGAINST THE PROPERTY, THEN NOTWITHSTANDING THE OTHER PROVISIONS OF THIS
PARAGRAPH, SELLER, AT ITS SOLE COST AND EXPENSE, SHALL CURE OR REMOVE SUCH
ENCUMBRANCE AND SHALL DELIVER WITHIN THIRTY (30) DAYS OF THE DATE SUCH
ENCUMBRANCE IS PLACED AGAINST OR OTHERWISE BECOMES RELATIVE TO THE PROPERTY AN
AMENDED TITLE COMMITMENT, SURVEY AND UCC SEARCH REFLECTING THE CURE OF SUCH
ENCUMBRANCE (IN WHICH EVENT, IF NECESSARY, THE CLOSING SHALL BE DELAYED FOR AN
EQUIVALENT PERIOD OF TIME).
(C)
IF SELLER REFUSES OR FAILS TO CAUSE ANY
ENCUMBRANCE (OTHER THAN A PERMITTED ENCUMBRANCE) TO BE REMOVED OR CURED, OR
SELLER GIVES NOTICE TO PURCHASER THAT SELLER WILL NOT CAUSE SUCH ENCUMBRANCE TO
BE REMOVED OR CURED, THEN PURCHASER SHALL HAVE THE RIGHT, AS ITS EXCLUSIVE RIGHT
AND REMEDY, TO EITHER:
(1)
UNILATERALLY EXTEND THE DATE FOR THE
CLOSING TO AFFORD SELLER ADDITIONAL TIME WITHIN WHICH TO CURE SUCH ENCUMBRANCE
(WITHOUT PREJUDICE TO THE LATER EXERCISE OF PURCHASER'S RIGHTS SET FORTH IN
CLAUSE (2) OF THIS PARAGRAPH); OR
(2)
TERMINATE THIS AGREEMENT BY GIVING SELLER
WRITTEN NOTICE THEREOF WITHIN THREE (3) BUSINESS DAYS OF ITS RECEIPT OF WRITTEN
NOTICE FROM SELLER ELECTING NOT TO REMOVE OR CURE SUCH ENCUMBRANCE, IN WHICH
EVENT NEITHER PARTY HERETO SHALL HAVE ANY FURTHER RIGHTS, DUTIES, LIABILITIES OR
OBLIGATIONS HEREUNDER AND TITLE COMPANY SHALL DELIVER THE EARNEST MONEY TO
PURCHASER FREE OF ANY CLAIMS BY SELLER.
8
SECTION 8.
CLOSING.
(A)
THE CLOSING (THE "CLOSING") OF THE
CONVEYANCE OF THE PROPERTY TO PURCHASER AND THE ISSUANCE OF THE EQUITY INTEREST
TO SELLER SHALL OCCUR ON A DATE AGREED TO BY SELLER AND PURCHASER, BUT IN NO
EVENT LATER THAN THE DAY THAT IS FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF.
THE DATE ON WHICH THE CLOSING ACTUALLY OCCURS IS HEREIN CALLED THE "CLOSING
DATE".
THE CLOSING SHALL OCCUR IN THE OFFICES OF TITLE COMPANY.
(B)
AT THE CLOSING, THE FOLLOWING SHALL OCCUR:
(1)
SELLER, AT ITS SOLE COST AND EXPENSE, SHALL
DELIVER OR CAUSE TO BE DELIVERED TO PURCHASER THE FOLLOWING:
(I)
A WARRANTY DEED WITH RESERVATIONS AND
COVENANTS (THE "DEED") IN THE FORM OF EXHIBIT "I" ATTACHED HERETO, FULLY
EXECUTED AND ACKNOWLEDGED BY SELLER.
(II)
A BILL OF SALE AND ASSIGNMENT IN A FORM
SATISFACTORY TO SELLER AND PURCHASER, FULLY EXECUTED BY SELLER, CONVEYING AND
TRANSFERRING TO PURCHASER ALL OF THE PERSONALTY AND ENTITLEMENTS, AND THE
PROPERTY DESCRIBED IN SECTION 1(F) HEREOF, SUBJECT ONLY TO THE PERMITTED
ENCUMBRANCES, AND REAFFIRMING ALL WARRANTIES MADE BY SELLER HEREIN WITH RESPECT
TO SUCH PROPERTY.
(III)
THE LEASE TERMINATION, EXECUTED BY SELLER.