FEES. TITLE COMPANY SHALL ALLOCATE ANY OTHER CLOSING COSTS BETWEEN BUYER
AND SELLER IN THE MANNER SET FORTH IN SECTION 6.4. BUYER AND SELLER SHALL REVIEW
A PRELIMINARY CLOSING STATEMENT NO LATER THAN THE BUSINESS DAY IMMEDIATELY
PRECEDING THE CLOSING DATE, AND SHALL ADVISE TITLE COMPANY OF ANY ADJUSTMENTS TO
BE MADE THERETO.
6.6
TRANSFER OF TITLE AND DELIVERY OF POSSESSION
ON THE CLOSING DATE, SELLER SHALL TRANSFER AND CONVEY TITLE TO THE PROPERTY TO
BUYER FREE AND CLEAR OF ENCUMBRANCES, OTHER THAN PERMITTED ENCUMBRANCES.
SELLER
SHALL DELIVER POSSESSION OF THE PROPERTY TO BUYER AT CLOSING.
THE REAL PROPERTY
SHALL BE TENDERED TO BUYER AT CLOSING IN THE
9
SAME CONDITION AS IT EXISTS ON THE DATE OF THIS CONTRACT (ORDINARY WEAR AND TEAR
AND ALTERATIONS TO PREPARE THE PREMISES FOR OCCUPANCY BY SELLER EXCEPTED AND
EXCEPT AS PROVIDED IN SECTION 9 AND SECTION 10 BELOW), BUT SUBJECT TO THE
PROPERTY LEASE. WITH THE EXCEPTION OF THE PREMISES LEASED TO SELLER PURSUANT TO
THE PROPERTY LEASE AND ANY PROPERTY OF SELLER LOCATED IN EASEMENTS WHICH ARE
PERMITTED ENCUMBRANCES, ALL FURNITURE, FIXTURES, EQUIPMENT AND OTHER PERSONAL
PROPERTY OF SELLER, ITS PREDECESSORS OR AFFILIATES WHICH IS NOT A PART OF THE
PROPERTY BEING CONVEYED TO BUYER UNDER THIS CONTRACT (SUCH EXCLUDED PROPERTY,
THE "SELLER'S PROPERTY") SHALL HAVE BEEN REMOVED FROM THE REAL PROPERTY PRIOR TO
CLOSING. ANY SUCH PROPERTY WHICH IS NOT SO REMOVED SHALL BE DEEMED TO HAVE BEEN
ABANDONED BY SELLER, AND BUYER MAY REMOVE, SELL, DISCARD OR OTHERWISE DISPOSE OF
SUCH PROPERTY (AT SELLER'S EXPENSE)
OR USE THE SAME AS BUYER SEES FIT AND
WITHOUT ANY FURTHER NOTICE TO, OR OWNERSHIP INTEREST IN, SELLER.
6.7
STAGING PLAN
NOTWITHSTANDING THE PROVISIONS OF SECTION 6.6 ABOVE, DURING THE DUE DILIGENCE
PERIOD, SELLER AND BUYER SHALL COOPERATE IN GOOD FAITH TO AGREE UPON A STAGING
PLAN TO ACCOMMODATE THE MOVE OF SELLER'S EMPLOYEES FROM THE PROPERTY TO THE
MARTHA'S WAY BUILDING AND OTHER FACILITIES AND BUYER'S EMPLOYEES FROM THE
MARTHA'S WAY BUILDING AND OTHER BUYER FACILITIES TO THE PROPERTY (THE "STAGING
PLAN").
THE STAGING PLAN SHALL INCORPORATE THE TERMS AND PROVISIONS SET FORTH
IN EXHIBIT I ATTACHED HERETO.
THE STAGING PLAN SHALL BE ATTACHED TO BOTH
PROPERTY LEASES AND SHALL BIND THE PARTIES TO THE AGREED SCHEDULE, PROVIDED,
HOWEVER, THE PARTIES MAY AMEND THE STAGING PLAN, FROM TIME TO TIME, AS THEY MAY
AGREE BY AMENDMENT IN WRITING.
AS REFLECTED IN EXHIBIT I, SELLER SHALL COMPLETE
ITS RELOCATION FROM THE FIRST FLOOR OF THE BUILDING (OTHER THAN PORTIONS THEREOF
THAT WILL BE LEASED BY SELLER PURSUANT TO THE PROPERTY LEASE) TO THE SECOND
FLOOR OF THE BUILDING ON OR BEFORE DECEMBER 31, 2005 (SUCH OBLIGATION TO SURVIVE
THE CLOSING IN THE EVENT THAT THE CLOSING OCCURS PRIOR TO DECEMBER 31, 2005).
SELLER SHALL KEEP BUYER APPRISED AS TO THE PROGRESS OF SUCH RELOCATION AND, UPON
A REQUEST BY BUYER, SELLER SHALL PERMIT BUYER TO ENTER THE BUILDING TO REVIEW
SUCH PROGRESS, PROVIDED THAT ANY SUCH REVIEW SHALL TAKE PLACE DURING NORMAL