AGREED UPON BY SELLER AND PURCHASER).
FUNDS SHALL BE DEPOSITED INTO AND HELD BY ESCROW AGENT IN A CLOSING ESCROW
ACCOUNT WITH A BANK SATISFACTORY TO PURCHASER AND SELLER.
UPON SATISFACTION OR
COMPLETION OF ALL CLOSING CONDITIONS AND DELIVERIES, THE PARTIES SHALL DIRECT
ESCROW AGENT TO IMMEDIATELY RECORD AND DELIVER THE CLOSING DOCUMENTS TO THE
APPROPRIATE PARTIES AND MAKE DISBURSEMENTS ACCORDING TO THE CLOSING STATEMENTS
EXECUTED BY SELLER AND PURCHASER.
7.2
CONDITIONS TO PARTIES' OBLIGATION TO CLOSE.
IN ADDITION TO ALL
OTHER CONDITIONS SET FORTH HEREIN, THE OBLIGATION OF SELLER, ON THE ONE HAND,
AND PURCHASER, ON THE OTHER HAND, TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREUNDER ARE CONDITIONED UPON THE FOLLOWING:
7.2.1
REPRESENTATIONS AND WARRANTIES.
THE OTHER PARTY'S REPRESENTATIONS
AND WARRANTIES CONTAINED HEREIN SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF THE EFFECTIVE DATE AND THE CLOSING DATE;
7.2.2
DELIVERIES.
AS OF THE CLOSING DATE, THE OTHER PARTY SHALL HAVE
TENDERED ALL DELIVERIES TO BE MADE AT CLOSING; AND
7.2.3
ACTIONS, SUITS, ETC.
THERE SHALL EXIST NO PENDING OR THREATENED
ACTIONS, SUITS, ARBITRATIONS, CLAIMS, ATTACHMENTS, PROCEEDINGS, ASSIGNMENTS FOR
THE BENEFIT OF CREDITORS, INSOLVENCY, BANKRUPTCY, REORGANIZATION OR OTHER
PROCEEDINGS, AGAINST THE OTHER PARTY THAT WOULD MATERIALLY AND ADVERSELY AFFECT
THE OPERATION OR VALUE OF THE PROPERTY OR THE OTHER PARTY'S ABILITY TO PERFORM
ITS OBLIGATIONS UNDER THIS AGREEMENT.
So long as a party is not in default hereunder, if any condition to such party's
obligation to proceed with the Closing hereunder has not been satisfied as of
the Closing Date (or such earlier date as is provided herein), such party may,
in its sole discretion, terminate this Agreement by delivering written notice to
the other party on or before the Closing Date (or such earlier date as is
provided herein), or elect to close (or to permit any such earlier termination
deadline to pass) notwithstanding the non-satisfaction of such condition, in
which event such party shall be deemed to have waived any such condition.
In
the event such party elects to close (or to permit any such earlier termination
deadline to pass), notwithstanding the non-satisfaction of such condition, said
party shall be deemed to have waived said condition, and there shall be no
liability on the part of any other party hereto for breaches of representations
and warranties of which the party electing to close had knowledge at the
Closing.
7.3
SELLER'S DELIVERIES IN ESCROW.
AS OF OR PRIOR TO THE CLOSING DATE,
SELLER SHALL DELIVER IN ESCROW TO ESCROW AGENT THE FOLLOWING:
7.3.1
DEED.
A SPECIAL WARRANTY DEED IN THE FORM ATTACHED HERETO AS
EXHIBIT "A-1" IN FORM ACCEPTABLE FOR RECORDATION UNDER THE LAW OF THE STATE
WHERE THE PROPERTY IS LOCATED AND INCLUDING A LIST OF PERMITTED EXCEPTIONS TO
WHICH THE CONVEYANCE SHALL BE SUBJECT, EXECUTED AND ACKNOWLEDGED BY SELLER,
CONVEYING TO PURCHASER THE REAL PROPERTY (THE "DEED"), TOGETHER WITH AN
AFFIDAVIT OF REAL PROPERTY VALUE IN THE FORM REQUIRED BY APPLICABLE LAW,
EXECUTED AND ACKNOWLEDGED BY SELLER OR ITS AGENT;
7.3.2
BILL OF SALE,