MONEY (AND THE EXECUTION AND/OR RECORDATION
OF AN APPROPRIATE LIEN RELEASE DOCUMENT), INCLUDING WITHOUT LIMITATION ANY LIENS
FOR UNPAID TAXES THEN DUE AND PAYABLE, SELLER SHALL BE OBLIGATED AND HEREBY
COVENANTS TO SATISFY AND REMOVE OF RECORD OR CURE, AS THE CASE MAY BE, EACH OF
SUCH ENCUMBRANCES ON OR BEFORE THE CLOSING DATE.
SELLER MAY USE ALL OR ANY
PORTION OF THE AGGREGATE PURCHASE PRICE TO EFFECT SUCH CURE AT THE CLOSING.
IF
SELLER FAILS TO REMOVE ANY SUCH ENCUMBRANCE PRIOR TO CLOSING, THEN BUYER MAY
APPLY SUCH PORTION OF THE AGGREGATE PURCHASE PRICE AS IS NECESSARY TO CAUSE THE
REMOVAL OF SUCH ENCUMBRANCE PRIOR TO CLOSING, IN WHICH CASE THE PROCEEDS OF THE
AGGREGATE PURCHASE PRICE TO BE OTHERWISE DISTRIBUTED TO SELLER UPON CLOSING
SHALL BE REDUCED BY THE AMOUNT SO APPLIED.
5.13
PRE-CLOSING "GAP" TITLE DEFECTS.
BUYER MAY, AT OR PRIOR TO
CLOSING, NOTIFY SELLER IN WRITING (THE "GAP NOTICE") OF ANY OBJECTIONS TO TITLE
(A) RAISED BY THE TITLE COMPANY BETWEEN THE EXPIRATION OF THE TITLE INSPECTION
PERIOD AND THE CLOSING AND (B) NOT DISCLOSED BY THE TITLE COMPANY OR OTHERWISE
KNOWN TO BUYER PRIOR TO THE EXPIRATION OF THE TITLE INSPECTION PERIOD.
BUYER
MUST NOTIFY SELLER OF SUCH OBJECTION TO TITLE WITHIN FIVE (5) DAYS OF BEING MADE
AWARE OF THE EXISTENCE OF SUCH EXCEPTION.
IF BUYER SENDS A GAP NOTICE TO
SELLER, THEN BUYER AND SELLER SHALL HAVE THE SAME RIGHTS AND OBLIGATIONS WITH
RESPECT TO SUCH NOTICE AS APPLY TO A TITLE NOTICE UNDER SECTION 5.12.
5.14
CONVEYANCE OF TITLE.
AT CLOSING SELLER SHALL CONVEY AND TRANSFER
TO BUYER THE OWNED REAL PROPERTIES, BY EXECUTION AND DELIVERY OF A DEED AND SUCH
OTHER CONVEYANCE DOCUMENTATION AS MAY BE REQUIRED TO EFFECTUATE SUCH CONVEYANCE
AND TRANSFER (COLLECTIVELY, THE "REAL PROPERTY CONVEYANCE DOCUMENTS").
THE FORM
AND SUBSTANCE OF THE REAL PROPERTY CONVEYANCE DOCUMENTS AND THE SHARING OF
RECORDING FEES, ESCROW FEES, TITLE INSURANCE, AND TRANSFER TAXES, IF ANY, FOR
EACH OWNED REAL PROPERTY SHALL BE IN ACCORDANCE WITH THE LOCAL CUSTOM AND
PRACTICE FOR THE JURISDICTION WHERE SUCH OWNED REAL PROPERTY IS LOCATED.
WITHIN
THIRTY (30) DAYS AFTER THE DATE OF THIS AGREEMENT, BUYER SHALL SUBMIT FOR
SELLER'S APPROVAL THE REAL PROPERTY CONVEYANCE DOCUMENTS, WHICH APPROVAL SHALL
NOT BE UNREASONABLY WITHHELD.
IF BUYER AND SELLER ARE UNABLE TO AGREE UPON THE
FORM AND SUBSTANCE OF ANY REAL PROPERTY CONVEYANCE DOCUMENT WITHIN SIX (6)
BUSINESS DAYS AFTER THE DATE SELLER RECEIVES SUCH REAL PROPERTY CONVEYANCE
DOCUMENT FROM BUYER, THEN EITHER PARTY MAY SUBMIT SUCH MATTER FOR RESOLUTION
THROUGH EXPEDITED ARBITRATION.
THE TITLE POLICY ISSUED BY THE TITLE COMPANY
SHALL EVIDENCE DELIVERY OF TITLE TO EACH OWNED REAL PROPERTY.
5.15
ENVIRONMENTAL ASSESSMENTS.
BUYER SHALL HAVE THE RIGHT (BUT NOT THE
OBLIGATION) TO OBTAIN, AT BUYER'S SOLE COST AND EXPENSE, AND APPROVE, A NEW
PHASE 1 ENVIRONMENTAL ASSESSMENT FOR EACH OF THE OWNED REAL PROPERTIES AND
LEASED REAL PROPERTIES (THE "PHASE 1 REPORTS").
IF BUYER ELECTS TO OBTAIN ANY
SUCH PHASE 1 REPORTS, THEN BUYER WILL CAUSE SUCH