SHALL PAY (I) ALL STATE OR COUNTY DOCUMENTARY STAMPS ON
TRANSFER TAXES AND RECORDING FEES AND CHANGES NECESSARY OR REQUIRED IN
CONNECTION WITH THE LLC ASSIGNMENT AND ASSUMPTION, IF ANY; (II) SELLER'S
ATTORNEY'S FEES; (III) ONE-HALF (1/2) OF ESCROW FEES, IF ANY; AND (IV) ANY AND
ALL FEES REQUIRED TO BE PAID TO THE CITY AND/OR THE JERSEY CITY REDEVELOPMENT
AUTHORITY IN CONNECTION WITH OBTAINING THE APPROVALS FROM SUCH PARTY FOR THIS
TRANSACTION, INCLUDING ANY FEES REQUIRED TO BE PAID FOR ITS CONSENT TO THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT, IF SUCH CONSENT IS NECESSARY,
INCLUDING ANY RELATED FEES REQUIRED BY, OR INCREASES IN THE AMOUNTS PAYABLE
UNDER, THE FINANCIAL AGREEMENT IN ORDER FOR THE TAX EXEMPTION TO REMAIN IN FULL
FORCE AND EFFECT, INCLUDING ANY FEES (OR INCREASES IN AMOUNTS PAYABLE UNDER THE
FINANCIAL AGREEMENT) REQUIRED FOR OBTAINING THE APPROVAL OF THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT BY MEANS OF THE ORDINANCE.
(B)
PURCHASER SHALL PAY (I) THE COST OF THE PREMIUM FOR ITS TITLE
POLICY AND CUSTOMARY TITLE SEARCHES, TOGETHER WITH ALL COSTS OF ANY ADDITIONAL
COVERAGE UNDER ITS TITLE POLICY
48
OR ENDORSEMENTS (INCLUDING, WITHOUT LIMITATION, THE NON-IMPUTATION ENDORSEMENT)
TO ITS TITLE POLICY THAT ARE DESIRED BY PURCHASER; (II) ALL PREMIUMS AND OTHER
COSTS FOR ANY MORTGAGEE POLICY OF TITLE INSURANCE, IF ANY, INCLUDING BUT NOT
LIMITED TO ANY ENDORSEMENTS OR DELETIONS; (III) PURCHASER'S ATTORNEY'S FEES;
(IV) ONE-HALF (1/2) OF ESCROW FEES, IF ANY; AND (V) THE COSTS OF THE SURVEY, AS
PROVIDED FOR IN SECTION 6.1.
(C)
THE PROVISIONS OF THIS SECTION 10.5 SHALL SURVIVE THE CLOSING
INDEFINITELY.
SECTION 10.6
POST-CLOSING DELIVERY OF TENANT NOTICE LETTERS.
IMMEDIATELY FOLLOWING CLOSING, PURCHASER WILL DELIVER TO SCHWAB A TENANT NOTICE
LETTER, AS DESCRIBED IN SECTION 10.2(D).
THE PROVISIONS OF THIS SECTION 10.6
SHALL SURVIVE THE CLOSING INDEFINITELY.
SECTION 10.7
LIKE-KIND EXCHANGE.
IN THE EVENT THAT EITHER SELLER
SHALL ELECT TO EFFECTUATE THE CLOSING AS A "LIKE-KIND" EXCHANGE UNDER SECTION
1031 OF THE CODE, PURCHASER AGREES TO COOPERATE AND ASSIST SUCH SELLER IN ALL
REASONABLE RESPECTS (WITH NO ADJUSTMENT TO THE CLOSING DATE HEREUNDER) IN ORDER
THAT THE EXCHANGE SO QUALIFIES AS A "LIKE-KIND" EXCHANGE UNDER SECTION 1031 OF
THE CODE AND THE TREASURY REGULATIONS PROMULGATED, OR TO BE PROMULGATED,
THEREUNDER; PROVIDED, HOWEVER, THAT SELLER SHALL REIMBURSE PURCHASER FOR ANY
REASONABLE OUT-OF-POCKET ATTORNEYS' FEES (OTHER THAN INCIDENTAL, DE MINIMIS
EXPENSES AND ATTORNEYS' FEES).
ARTICLE XI
CONDEMNATION AND CASUALTY
SECTION 11.1
CASUALTY.
IF, PRIOR TO THE SCHEDULED CLOSING DATE, ALL
OR A SIGNIFICANT PORTION OF THE REAL PROPERTY AND IMPROVEMENTS IS DESTROYED OR
DAMAGED BY FIRE OR OTHER CASUALTY, SELLER WILL NOTIFY PURCHASER OF SUCH
CASUALTY.
PURCHASER WILL HAVE THE OPTION TO TERMINATE THIS AGREEMENT UPON
NOTICE TO SELLER GIVEN NOT LATER THAN FIFTEEN (15) DAYS AFTER RECEIPT OF
SELLER'S NOTICE.
IF THIS AGREEMENT IS TERMINATED, THE EARNEST MONEY DEPOSIT
WILL BE RETURNED TO PURCHASER AND THEREAFTER NEITHER SELLER NOR PURCHASER WILL
HAVE ANY FURTHER RIGHTS OR OBLIGATIONS TO THE OTHER HEREUNDER EXCEPT WITH
RESPECT TO THE TERMINATION SURVIVING OBLIGATIONS.