Agreement.
7.2
BUYER AND SELLER EACH REPRESENT AND WARRANT
TO THE OTHER THAT HE/SHE/IT HAS HAD NO DEALINGS WITH ANY PERSON, FIRM, BROKER OR
FINDER IN CONNECTION WITH THE NEGOTIATION OF THIS AGREEMENT AND/OR THE
CONSUMMATION OF THE PURCHASE AND SALE CONTEMPLATED HEREIN, OTHER THAN THE
BROKERS NAMED IN PARAGRAPH 7.1, AND NO BROKER OR OTHER PERSON, FIRM OR ENTITY,
OTHER THAN SAID BROKERS IS/ARE ENTITLED TO ANY COMMISSION OR FINDER'S FEE IN
CONNECTION WITH THIS TRANSACTION AS THE RESULT OF ANY DEALINGS OR ACTS OF SUCH
PARTY.
BUYER AND SELLER DO EACH HEREBY AGREE TO INDEMNIFY, DEFEND, PROTECT AND
HOLD THE OTHER HARMLESS FROM AND AGAINST ANY COSTS, EXPENSES OR LIABILITY FOR
COMPENSATION, COMMISSION OR CHARGES WHICH MAY BE CLAIMED BY ANY BROKER, FINDER
OR OTHER SIMILAR PARTY, OTHER THAN SAID NAMED BROKERS BY REASON OF ANY DEALINGS
OR ACT OF THE INDEMNIFYING PARTY.
8.
ESCROW AND CLOSING.
8.1
UPON ACCEPTANCE HEREOF BY SELLER, THIS
AGREEMENT, INCLUDING ANY COUNTEROFFERS INCORPORATED HEREIN BY THE PARTIES, SHALL
CONSTITUTE NOT ONLY THE AGREEMENT OF PURCHASE AND SALE BETWEEN BUYER AND SELLER,
BUT ALSO INSTRUCTIONS TO ESCROW HOLDER FOR THE CONSUMMATION OF THE AGREEMENT
THROUGH THE ESCROW.
ESCROW HOLDER SHALL NOT PREPARE ANY FURTHER ESCROW
INSTRUCTIONS RESTATING OR AMENDING THE AGREEMENT UNLESS SPECIFICALLY SO
INSTRUCTED BY THE PARTIES OR A BROKER HEREIN.
SUBJECT TO THE REASONABLE
APPROVAL OF THE PARTIES, ESCROW HOLDER MAY, HOWEVER, INCLUDE ITS STANDARD
GENERAL ESCROW PROVISIONS.
8.2
AS SOON AS PRACTICAL AFTER THE RECEIPT OF
THIS AGREEMENT AND ANY RELEVANT COUNTEROFFERS, ESCROW HOLDER SHALL ASCERTAIN THE
DATE OF AGREEMENT AS DEFINED IN PARAGRAPHS 1.2 AND 20.2 AND ADVISE THE PARTIES
AND BROKERS, IN WRITING, OF THE DATE ASCERTAINED.
8.3
ESCROW HOLDER IS HEREBY AUTHORIZED AND
INSTRUCTED TO CONDUCT THE ESCROW IN ACCORDANCE WITH THIS AGREEMENT, APPLICABLE
LAW AND CUSTOM AND PRACTICE OF THE COMMUNITY IN WHICH ESCROW HOLDER IS LOCATED,
INCLUDING ANY REPORTING REQUIREMENTS OF THE INTERNAL REVENUE CODE.
IN THE EVENT
OF A CONFLICT BETWEEN THE LAW OF THE STATE WHERE THE PROPERTY IS LOCATED AND THE
LAW OF THE STATE WHERE THE ESCROW HOLDER IS LOCATED, THE LAW OF THE STATE WHERE
THE PROPERTY IS LOCATED SHALL PREVAIL.
8.4
SUBJECT TO SATISFACTION OF THE CONTINGENCIES
HEREIN DESCRIBED, ESCROW HOLDER SHALL CLOSE THIS ESCROW (THE "CLOSING") BY
RECORDING A GENERAL WARRANTY DEED (A GRANT DEED IN CALIFORNIA) AND THE OTHER
DOCUMENTS REQUIRED TO BE RECORDED, AND BY DISBURSING THE FUNDS AND DOCUMENTS IN
ACCORDANCE WITH THIS AGREEMENT.
8.5
BUYER AND SELLER SHALL EACH PAY ONE-HALF OF
THE ESCROW HOLDER'S CHARGES AND SELLER SHALL PAY THE USUAL RECORDING FEES AND
ANY REQUIRED DOCUMENTARY TRANSFER TAXES.
SELLER SHALL PAY THE PREMIUM FOR A
STANDARD COVERAGE OWNER'S OR JOINT PROTECTION POLICY OF TITLE INSURANCE.
8.6
ESCROW HOLDER SHALL VERIFY THAT ALL OF
BUYER'S CONTINGENCIES HAVE BEEN SATISFIED OR WAIVED PRIOR TO CLOSING.
THE
MATTERS CONTAINED IN PARAGRAPHS 9.1 SUBPARAGRAPHS (B), (C), (D), (E), (G), (I),
(N), AND (O), 9.4, 9.5, 12, 13, 14, 16, 18, 20, 21, 22, AND 24