OF ESCROW,
TO THE EFFECT THAT INCOME AND EXPENSES ARE RECEIVED AND PAID BY THE PARTIES ON
AN ACCRUAL
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BASIS WITH RESPECT TO THEIR PERIOD OF OWNERSHIP.
PAYMENTS IN CONNECTION WITH
THE FINAL ADJUSTMENT SHALL BE DUE WITHIN THIRTY (30) DAYS OF WRITTEN NOTICE.
SELLER SHALL HAVE REASONABLE ACCESS TO, AND THE RIGHT TO INSPECT AND AUDIT,
BUYER'S BOOKS TO CONFIRM THE FINAL PRORATIONS.
11.4
CLOSING COSTS.
EACH PARTY SHALL PAY ALL ATTORNEYS' FEES,
ACCOUNTING FEES, AND OTHER EXPENSES INCURRED BY IT IN CONNECTION WITH THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
SELLER SHALL PAY (I) ONE-HALF (1⁄2)
OF ALL ESCROW FEES, (II) THE PREMIUM FOR THE STANDARD COVERAGE PORTION OF THE
TITLE POLICY AND (III) ALL STATE AND COUNTY DOCUMENTARY TRANSFER TAXES AND
FEES.
BUYER SHALL PAY (I) ONE-HALF (1⁄2) OF ALL ESCROW FEES, (II) THE INCREMENTAL
PREMIUM FOR THE EXTENDED COVERAGE PORTION OF THE TITLE POLICY AND THE COST OF
ANY ENDORSEMENTS TO THE TITLE POLICY, AND (III) ALL CITY DOCUMENTARY TRANSFER
TAXES AND FEES.
SUBJECT TO SECTION 11.6 BELOW, ALL OTHER CLOSING COSTS SHALL BE
APPORTIONED IN THE MANNER CUSTOMARY IN THE COUNTY WHERE THE PROPERTY IS
LOCATED.
NOTWITHSTANDING THE FOREGOING SENTENCE, IN THE EVENT OF A DEFAULT BY
SELLER OR BUYER HEREUNDER, ALL CANCELLATION FEES AND OTHER ESCROW CHARGES SHALL
BE BORNE BY THE DEFAULTING PARTY.
11.5
ESTIMATED CLOSING STATEMENT.
ESCROW HOLDER SHALL PROVIDE AN
ESTIMATED CLOSING STATEMENT FOR THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT
TO SELLER AND BUYER AT LEAST FIVE (5) BUSINESS DAYS BEFORE THE CLOSING DATE.
AT
LEAST ONE BUSINESS DAY PRIOR TO THE CLOSING DATE, ESCROW, SELLER AND BUYER SHALL
DEPOSIT WITH THE ESCROW HOLDER EXECUTED CLOSING STATEMENTS CONSISTENT WITH THIS
AGREEMENT IN THE FORM REQUIRED BY THE ESCROW HOLDER.
11.6
ESCROW HOLDER INSTRUCTIONS.
ON THE CLOSE OF ESCROW, SUBJECT TO
ESCROW HOLDER HAVING RECEIVED THE DOCUMENTS AND MONIES REQUIRED TO BE DEPOSITED
INTO ESCROW PURSUANT TO THIS AGREEMENT, ESCROW SHALL DO EACH OF THE FOLLOWING:
11.6(A)
DULY RECORD THE DEED IN THE OFFICIAL RECORDS OF THE COUNTY IN
WHICH THE PROPERTY IS LOCATED, AND ARRANGE FOR THE DELIVERY TO THE PARTIES OF
CONFORMED COPIES THEREOF AS SOON AS AVAILABLE.
11.6(B)
DELIVER TO BUYER (I) AN ALTA EXTENDED COVERAGE OWNER'S POLICY OF
TITLE INSURANCE ("TITLE POLICY") ISSUED BY TITLE COMPANY INSURING FEE SIMPLE
TITLE TO THE PROPERTY VESTED IN BUYER, WITH A LIABILITY LIMIT IN THE AMOUNT OF
THE PURCHASE PRICE, AND SUBJECT ONLY TO THE PERMITTED EXCEPTIONS; (II) AN
ORIGINAL COUNTERPART OF THE ASSIGNMENT OF LEASES EXECUTED BY SELLER; AND
(III) AN ORIGINAL OF THE BILL OF SALE EXECUTED BY SELLER.
11.6(C)
DELIVER TO SELLER THE PURCHASE PRICE AND AN ORIGINAL COUNTERPART
OF THE ASSIGNMENT OF LEASES.
12.
CONDITIONS PRECEDENT.
12.1
TO BUYER'S OBLIGATIONS.
THE OBLIGATION OF BUYER TO COMPLETE THE
PURCHASE OF THE PROPERTY AND TO CLOSE UNDER THIS AGREEMENT IS SUBJECT TO THE
SATISFACTION OF EACH OF THE FOLLOWING CONDITIONS:
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12.1(A)
SELLER SHALL HAVE PERFORMED OR COMPLIED WITH ALL AGREEMENTS,
COVENANTS AND CONDITIONS CONTAINED IN THIS