calendar months after the Closing Date.
5.3.3 Closing Costs. Each party will pay its own expenses incurred in connection
with this Agreement and the transactions contemplated hereby, including, without
limitation (a) all costs and expenses stated herein to be borne by a party, and
(b) all of their respective consulting, accounting, legal and appraisal fees.
Seller, in addition to its other expenses, shall pay at the Closing (i) the cost
of recording the Deed, (ii) one-half of all escrow fees and the cost of the CLTA
portion of the premium for the Title Policy and (iii) all sale, documentary,
stamp or transfer taxes. Purchaser, in addition to its other expenses, shall pay
at the Closing (A) the cost of the ALTA portion of the title insurance premium
for the Title Policy, (B) the cost of all endorsements to the Title Policy and
(C) one-half of all escrow fees. Seller shall be separately responsible for the
payment of all fees and commissions owing to or claimed by any real estate
broker or finder engaged by Seller pursuant to Section 10 hereof.
5.3.4 Survival. The obligations under this Section 5.3 shall survive the Closing
and delivery of the Deed to Purchaser.
5.3.5 Possession. Upon Closing, Seller shall deliver to Purchaser possession of
the Property, subject to the Permitted Exceptions.
6. [INTENTIONALLY OMITTED]
7. REPRESENTATIONS AND WARRANTIES
7.1 Seller hereby makes the following representations and warranties to
Purchaser, all of which (i) are material and being relied upon by Purchaser,
(ii) shall survive through the date that is six (6) months after the Closing
Date and (iii) are true and accurate and complete, in all material respects as
the Closing Date.
EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, IN THE TRANSACTION DOCUMENTS,
IN THE SNS PURCHASE AGREEMENT AND IN THE ANCILLARY AGREEMENTS (AS DEFINED IN THE
SNS PURCHASE AGREEMENT), (A) PURCHASER AGREES TO PURCHASE THE PROPERTY IN
"AS-IS", "WHERE-IS" CONDITION AND "WITH ALL FAULTS" AS THEY EXIST ON THE CLOSING
DATE, SPECIFICALLY INCLUDING ALL EXISTING ENVIRONMENTAL CONDITIONS, WHETHER
KNOWN OR UNKNOWN, WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, EITHER
ORAL OR WRITTEN, MADE BY SELLER OR ANY AGENT OR REPRESENTATIVE OF SELLER,
(B) NEITHER SELLER NOR ANY MEMBER, OFFICER, PERSON, FIRM, AGENT OR
REPRESENTATIVE PURPORTING TO REPRESENT SELLER, HAS ASSUMED ANY RESPONSIBILITY
WITH RESPECT TO THE CONDITION OR REPAIR OF THE PROPERTY, (C) PURCHASER
ACKNOWLEDGES THAT SELLER HAS REQUESTED THAT PURCHASER INSPECT, OR CAUSE TO BE
INSPECTED, THE PROPERTY, AND INVESTIGATE ALL MATTERS RELEVANT THERETO, UP TO AND
INCLUDING THE DATE SET FOR CLOSING, (D) IT IS SELLER'S INTENT THAT BY AFFORDING
PURCHASER FULL ACCESS TO THE PROPERTY AND ALL BOOKS AND RECORDS AND MATTERS
RELEVANT THERETO, PURCHASER WILL HAVE A FULL OPPORTUNITY TO CONSIDER THE
INFORMATION ABOUT THE PROPERTY. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, IN THE TRANSACTION DOCUMENTS, IN THE SNS PURCHASE AGREEMENT OR IN THE
ANCILLARY AGREEMENTS, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT
TO THE ACCURACY OR COMPLETENESS, METHODOLOGY OF PREPARATION OR OTHERWISE