NO RIGHT
TO A MECHANIC'S OR MATERIALMEN'S LIEN HAS ACCRUED WITH RESPECT TO THE PROPERTY
AS A RESULT OF ANY ACT OR OMISSION BY THE SELLER AND (BB) THERE ARE NO
OUTSTANDING LEASES OR AGREEMENTS WITH REGARD TO, OR OTHER PARTIES IN OR ENTITLED
TO POSSESSION OF, THE PROPERTY;
(III)
A CERTIFICATE OF NON-FOREIGN STATUS AS REQUIRED BY SECTION 1445 OF
THE INTERNAL REVENUE CODE OF 1986 AND ANY OTHER CERTIFICATES REQUIRED BY ANY
GOVERNMENTAL AUTHORITY OR AGENCY;
(IV)
EVIDENCE OF REGISTRATION WITH THE STATE OF OHIO DEPARTMENT OF TAXATION
OR SUCH OTHER EVIDENCE OF REGISTRATION AND GOOD STANDING AS MAY BE ACCEPTABLE TO
THE TITLE COMPANY;
(V)
ASSIGNMENT AND ASSUMPTION OF CONTRACTS;
(VI)
ASSIGNMENT OF TENANT LEASES AND DEPOSITS;
(VII)
BILL OF SALE; AND
(VIII) POSSESSION OF THE PROPERTY.
D.
SELLER SHALL PAY THE COSTS OF PREPARING THE DEED AND THE TRANSFER TAX
THEREON.
PURCHASER SHALL PAY ALL COSTS AND EXPENSES INCURRED IN CONNECTION WITH
ITS EXAMINATION OF TITLE TO THE PROPERTY AND THE SURVEY AND ALL PREMIUMS CHARGED
BY THE TITLE COMPANY FOR THE TITLE POLICY (INCLUDING ENDORSEMENTS AND EXTENDED
COVERAGE).
E.
REAL ESTATE TAXES AND UTILITIES, INCLUDING "ROLLBACK" TAXES, IF ANY,
SHALL BE PRORATED BETWEEN THE SELLER AND THE PURCHASER AS OF CLOSING, ACCORDING
TO THE NUMBER OF DAYS OF THE YEAR WHICH THE PROPERTY IS OWNED OR TO BE OWNED BY
EACH PARTY.
F.
EACH PARTY SHALL PAY ITS OWN LEGAL, ACCOUNTING AND OTHER EXPENSES
INCURRED IN CONNECTION WITH THIS AGREEMENT OR CLOSING HEREUNDER. OTHER CLOSING
COSTS SHALL BE SPLIT 50-50% BETWEEN THE PARTIES.
G.
THE PARTIES ACKNOWLEDGE THAT IF THE SELLER (AS LANDLORD) BECOMES
ELIGIBLE FOR GROUND RENT UNDER PARAGRAPH 2(A)(II) OF THE LEASE PROVIDED FOR IN
THE OPTION AGREEMENT, SUCH GROUND RENT SHALL BE PAID BY THE PURCHASER AS
PROVIDED IN PARAGRAPH 2(A)(II) OF SUCH LEASE.
4.
DEED; TITLE; SURVEY.
A.
AT CLOSING, SELLER SHALL DELIVER TO PURCHASER A GENERAL WARRANTY DEED
(THE "DEED") CONVEYING TO PURCHASER A GOOD AND MARKETABLE, FEE SIMPLE TITLE TO
THE PROPERTY, FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES, CONDITIONS AND
RESTRICTIONS EXCEPT: (I) THE LIEN FOR REAL ESTATE TAXES NOT YET DUE AND PAYABLE;
(II) STANDARD UTILITY EASEMENTS OF RECORD, (III) ZONING ORDINANCES AND (IV) ANY
LIENS, ENCUMBRANCES, CONDITIONS, RESTRICTIONS OR OTHER OBJECTIONS TO TITLE WHICH
DO NOT, IN PURCHASER'S REASONABLE OPINION, ADVERSELY EFFECT PURCHASER'S USE OF
THE PROPERTY.
B.
TITLE COMMITMENT; TITLE POLICY.
THE PARTIES ACKNOWLEDGE THAT THE TITLE
COMPANY HAS ISSUED IN FAVOR OF PURCHASER THAT CERTAIN COMMITMENT FOR TITLE
INSURANCE NO. 08-0057 DATED WITH AN EFFECTIVE DATE OF FEBRUARY 18, 2008 FOR THE
ISSUANCE OF AN ALTA OWNERS POLICY OF TITLE INSURANCE-2006 FORM (THE "TITLE
COMMITMENT").
AT CLOSING OR AS SOON AS REASONABLY PRACTICABLE AFTER CLOSING,
SELLER SHALL CAUSE THE TITLE COMPANY TO ISSUE TO PURCHASER AN ALTA OWNERS POLICY
OF TITLE INSURANCE -2006 FORM, IN ACCORDANCE WITH THE TITLE COMMITMENT (THE
"TITLE POLICY").
C.
SURVEY.
THE
PARTIES ALSO ACKNOWLEDGE THAT PURCHASER HAS CAUSED THE
PREPARATION OF AN UPDATED SURVEY OF THE PROPERTY PREPARED BY