HAVE ACCESS TO THE PROPERTY FOR
THE PURPOSE OF PLANNING AND DESIGNING BUYER'S DESIRED IMPROVEMENTS TO THE
PROPERTY AND BUYER MAY PURSUE ANY PERMITS OR APPROVALS NECESSARY FOR SUCH
IMPROVEMENTS.
IN THIS REGARD, BUYER MAY FILE OR CAUSE TO BE FILED ANY
APPLICATION OR MAKE ANY REQUEST WITH ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL
AGENCY WHICH WOULD OR COULD LEAD TO A HEARING BEFORE ANY GOVERNMENTAL OR
QUASI-GOVERNMENTAL AGENCY OR WHICH WOULD OR COULD LEAD TO A CHANGE IN ZONING,
PARCELIZATION, LICENSES, PERMITS OR OTHER ENTITLEMENTS (COLLECTIVELY,
"ENTITLEMENTS AND PERMITS") SO LONG AS (I) NO SUCH ENTITLEMENTS AND PERMITS WILL
BE BINDING ON SELLER OR THE PROPERTY UNLESS THE CLOSING ACTUALLY OCCURS, AND
(II) NO STAGING OR CONSTRUCTION SHALL BE COMMENCED ON THE PROPERTY PRIOR TO THE
CLOSING.
SO LONG AS NO LIABILITY ATTACHES TO SELLER BY COOPERATING WITH BUYER
IN BUYER'S EFFORT TO OBTAIN THE ENTITLEMENTS AND PERMITS, SELLER COVENANTS AND
AGREES TO REASONABLY COOPERATE WITH BUYER, AT BUYER'S COST AND EXPENSE,
INCLUDING EXECUTING DOCUMENTS NECESSARY TO APPLY FOR THE SAME WHICH ARE REQUIRED
TO BE EXECUTED BY AN OWNER OF PROPERTY.
14
(D)
BUYER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SELLER
AND THE SELLER-RELATED PARTIES FROM AND AGAINST ALL CLAIMS, LOSSES, COSTS,
DAMAGES, DEMANDS, EXPENSES AND LIABILITIES (INCLUDING REASONABLE ATTORNEYS'
FEES, COURT COSTS AND OTHER REASONABLE COSTS OF DEFENSE) WHICH MAY BE ASSERTED
OR RECOVERED AGAINST ANY OF THE FOREGOING PARTIES ARISING BY REASON OF THE
ENTRIES ON THE PROPERTY BY BUYER OR ITS AGENTS, REPRESENTATIVES OR OTHER PARTIES
DESIGNATED BY BUYER IN CONNECTION WITH THE ENTITLEMENTS AND PERMITS.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING INDEMNITY, BUYER SHALL REMOVE ANY
MECHANIC'S OR OTHER LIEN WHICH MAY BE RECORDED AGAINST THE PROPERTY BY ANY PARTY
PROVIDING LABOR, MATERIALS OR SERVICES AT THE REQUEST OF BUYER.
THE OBLIGATIONS
OF BUYER UNDER THIS SECTION 5(C) SHALL SURVIVE THE CLOSING OR ANY EXPIRATION OR
TERMINATION OF THIS AGREEMENT, HOWEVER CAUSED.
6.
CONDITIONS TO CLOSING
6.1
CONDITIONS TO BUYER'S OBLIGATIONS TO CLOSE
The obligation of Buyer to consummate the purchase of the Property as
contemplated by this Agreement is subject to the fulfillment of each of the
following conditions (in addition to such other items as are set forth elsewhere
in this Agreement as conditions to Buyer's obligations to close), any or all of
which may be waived in whole or in part by Buyer to the extent permitted by
applicable law:
(A)
DELIVERY OF DOCUMENTS.
SELLER SHALL BE READY, WILLING
AND ABLE TO DELIVER TO BUYER ALL INSTRUMENTS AND DOCUMENTS TO BE DELIVERED BY
SELLER TO BUYER AT THE CLOSING UNDER THE PROVISIONS OF THIS AGREEMENT.
(B)
TITLE POLICY.
THE TITLE COMPANY SHALL BE COMMITTED TO
ISSUE AT CLOSING AN OWNER'S TITLE INSURANCE POLICY, OR AN IRREVOCABLE BINDER TO
ISSUE THE SAME, DATED AS OF THE CLOSING DATE, IN THE FULL AMOUNT OF THE PURCHASE
PRICE, SHOWING TITLE TO THE PREMISES IN THE NAME OF BUYER, THE FORM OF WHICH
SHALL BE IN THE FORM AGREED TO BETWEEN BUYER AND THE TITLE