ASCERTAIN TO ITS SATISFACTION THE EXTENT TO WHICH THE
PROPERTY COMPLIES WITH APPLICABLE ZONING, BUILDING, ENVIRONMENTAL, HEALTH AND
SAFETY AND ALL OTHER LAWS, CODES AND REGULATIONS.
6.2.5.
PRIOR TO CLOSING, PURCHASER WILL HAVE HAD SUFFICIENT OPPORTUNITY TO
REVIEW THE CONTRACTS, EXPENSES AND OTHER MATTERS RELATING TO THE PROPERTY IN
ORDER TO DETERMINE, BASED UPON ITS OWN INVESTIGATIONS, INSPECTIONS, TESTS AND
STUDIES, WHETHER TO PURCHASE THE PROPERTY AND TO ASSUME SELLER'S OBLIGATIONS
UNDER THE CONTRACTS AND OTHERWISE WITH RESPECT TO THE PROPERTY.
6.2.6.
NEITHER PURCHASER NOR ANY AFFILIATE OF OR PRINCIPAL IN PURCHASER IS
OTHER THAN A CITIZEN OF, OR PARTNERSHIP, CORPORATION OR OTHER FORM OF LEGAL
PERSON DOMESTICATED IN, THE UNITED STATES OF AMERICA.
6.2.7.
PURCHASER WILL NOT USE THE ASSETS OF AN EMPLOYEE BENEFIT PLAN AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974
("ERISA") AND COVERED UNDER TITLE I, PART 4 OF ERISA OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, IN THE PERFORMANCE OR DISCHARGE OF
ITS OBLIGATIONS HEREUNDER, INCLUDING THE ACQUISITION OF THE PROPERTY. PURCHASER
SHALL NOT ASSIGN ITS INTEREST HEREUNDER TO ANY PERSON OR ENTITY WHICH DOES NOT
EXPRESSLY MAKE THIS COVENANT AND WARRANTY FOR THE BENEFIT OF SELLER.
11
6.3.
MUTUAL. EACH OF SELLER AND PURCHASER REPRESENTS TO THE OTHER THAT
IT HAS HAD NO DEALINGS, NEGOTIATIONS, OR CONSULTATIONS WITH ANY BROKER,
REPRESENTATIVE, EMPLOYEE, AGENT OR OTHER INTERMEDIARY IN CONNECTION WITH THE
AGREEMENT OR THE SALE OF THE PROPERTY. SELLER AND PURCHASER AGREE THAT EACH WILL
INDEMNIFY, DEFEND AND HOLD THE OTHER FREE AND HARMLESS FROM THE CLAIMS OF ANY
BROKER(S), REPRESENTATIVE(S), EMPLOYEE(S), AGENT(S) OR OTHER INTERMEDIARY(IES)
CLAIMING TO HAVE REPRESENTED SELLER OR PURCHASER, RESPECTIVELY, OR OTHERWISE TO
BE ENTITLED TO COMPENSATION IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION
WITH THE SALE OF THE PROPERTY. THE TERMS AND PROVISIONS OF THIS PARAGRAPH SHALL
SURVIVE CLOSING HEREUNDER.
7.
COSTS AND PRORATIONS.
7.1.
CLOSING COSTS. PURCHASER SHALL PAY THE FOLLOWING COSTS OF CLOSING
THIS TRANSACTION:
7.1.1.
THE FEES AND DISBURSEMENTS OF ITS COUNSEL, INSPECTING ARCHITECT AND
ENGINEER AND ANY OTHER CONSULTANTS ENGAGED BY PURCHASER, IF ANY;
7.1.2.
FIFTY PERCENT (50%) OF ANY AND ALL REAL ESTATE TRANSFER, STAMP OR
DOCUMENTARY TAX(ES), INCLUDING BUT NOT LIMITED TO THE SOUTH CAROLINA DEED
RECORDING FEE;
7.1.3.
FIFTY PERCENT (50%) OF ANY AND ALL SALES OR USE TAXES RELATING TO
THE TRANSFER OF PERSONAL PROPERTY TO PURCHASER;
7.1.4.
FIFTY PERCENT (50%) OF THE COST OF ANY OWNER'S TITLE INSURANCE
POLICY IN THE AMOUNT OF THE PURCHASE PRICE, AND ONE HUNDRED PERCENT (100%) OF
ANY PREMIUM CHARGES, EXTENDED COVERAGE OR SPECIAL ENDORSEMENTS REQUIRED BY
PURCHASER, INCLUDING, ANY ADDITIONAL PREMIUM CHARGE(S) FOR ENDORSEMENTS AND/OR
DELETION(S) OF EXCEPTION ITEMS;
7.1.5.
FIFTY PERCENT (50%) OF ANY AND ALL RECORDING FEES;
7.1.6.
FIFTY PERCENT (50%) OF ANY AND ALL ESCROW FEES; AND
7.1.7.
ANY OTHER EXPENSE(S) INCURRED BY PURCHASER OR ITS REPRESENTATIVE(S)
IN INSPECTING OR EVALUATING THE PROPERTY OR CLOSING THIS TRANSACTION.
7.2.
SELLER'S COSTS. SELLER SHALL PAY THE FOLLOWING COSTS OF CLOSING
THIS TRANSACTION: