PAY (I) THE COSTS OF ITS COUNSEL, ARCHITECT,
ENGINEERS AND OTHER PROFESSIONALS AND CONSULTANTS, (II) ANY RECORDING AND FILING
FEES, INCLUDING WITHOUT LIMITATION, THE FILING FEES RELATING TO RECORDING THE
DEED, (III) ALL TITLE COMPANY CHARGES IN EXCESS OF THE TITLE COMPANY'S PREMIUM
FOR A STANDARD COVERAGE CLTA OWNER'S TITLE POLICY (AND THE COST OF ALL
ENDORSEMENTS TO THE TITLE POLICY), AND (IV) ONE-HALF (1/2) OF ANY ESCROW FEES
AND OTHER CHARGES CHARGED BY ESCROWEE.
(B)
SELLER'S COSTS.
SELLER SHALL PAY (I) THE TITLE COMPANY'S PREMIUM FOR A
STANDARD COVERAGE CLTA OWNER'S TITLE POLICY; (II) DOCUMENTARY TRANSFER TAXES OR
FEES IMPOSED OR CHARGED BY THE COUNTY OF SANTA CLARA, CALIFORNIA IN CONNECTION
WITH THE TRANSFER OF THE PROPERTY TO BUYER, AND (III) ONE-HALF (1/2) OF ANY
ESCROW FEES AND OTHER CHARGES CHARGED BY ESCROWEE.
All other closing and escrow costs shall be apportioned between Buyer and Seller
in accordance with customary escrow closing practice in Santa Clara County,
California for substantially comparable transactions.
8.
MUNICIPAL
IMPROVEMENTS/NOTICES.
(A)
ASSESSMENTS.
IF AND TO THE EXTENT THERE EXISTS ANY IMPROVEMENT ASSESSMENT
LIENS, MELLO ROOS BOND PAYMENTS OR OTHER SIMILAR ASSESSMENTS WHICH ENCUMBER OR
AFFECT THE PREMISES, BUYER HEREBY EXPRESSLY AGREES AND ASSUMES THE OBLIGATION TO
PAY ANY AND ALL FUTURE INSTALLMENTS OF SUCH BONDS OR ASSESSMENT LIENS AFFECTING
THE PREMISES WHICH ACCRUE FROM AND AFTER THE CLOSING (INCLUDING ANY FINES,
INTEREST OR PENALTIES THAT ACCRUE OR ARE IMPOSED THEREON IN CONNECTION WITH THE
NON-PAYMENT OF ANY UNPAID INSTALLMENTS THAT BECOME DUE ON OR AFTER THE
CLOSING).
SELLER SHALL HAVE NO OBLIGATION TO PAY THE PRINCIPAL AMOUNT OF ANY OF
SUCH ASSESSMENTS OR BONDS.
7
(B)
SUBDIVISION AND DEVELOPMENT BONDS. IF AND TO THE EXTENT THERE EXISTS IN
FAVOR OF GOVERNMENTAL BODIES OR AGENCIES OR OTHER THIRD PARTIES IMPROVEMENT
BONDS ("BONDS") WHICH INSURE THE COMPLETION OF OFF-SITE AND ON-SITE PUBLIC
IMPROVEMENTS RELATING TO THE PREMISES, THE PAYMENT OF ALL LABOR AND MATERIALS
RELATING TO SUCH IMPROVEMENTS OR THE PERFORMANCE OF THE PARTIES CONSTRUCTING
SUCH IMPROVEMENTS, BUYER SHALL, IF PERMITTED BY SUCH GOVERNMENTAL BODY OR AGENCY
OR OTHER THIRD PARTY, PROVIDE REPLACEMENT BONDS FOR THE BONDS AND BUYER SHALL,
FROM AND AFTER THE CLOSING, BE OBLIGATED TO PERFORM AS REQUIRED BY THE BONDS
AND/OR ANY REPLACEMENT BONDS AND TO PERFORM ANY AND ALL WORK REQUIRED BY THE
BENEFICIARY(IES) THEREUNDER, AND SHALL INDEMNIFY AND DEFEND SELLER FOR AND
AGAINST, AND HOLD SELLER HARMLESS FROM, ANY CLAIMS WHICH MAY BE MADE BY THE
BENEFICIARY(IES) OR THE BONDING COMPANY FOR RECOVERY OF THE BONDS AND/OR ANY
REPLACEMENT BONDS OR THE COMPLETION OF SUCH WORK.
(C)
SURVIVAL.
THE PROVISIONS OF THIS PARAGRAPH 8 SHALL SURVIVE CLOSING AND
DELIVERY OF THE DEED.
9.
SELLER'S
REPRESENTATIONS AND COVENANTS.
(A)
SELLER HEREBY REPRESENTS TO BUYER THAT:
(I)
ORGANIZATION.
SELLER IS A LIMITED
LIABILITY COMPANY, DULY ORGANIZED AND VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS ALL REQUISITE POWER AND
AUTHORITY TO CARRY ON ITS BUSINESS AS NOW CONDUCTED.
(II)
AUTHORIZATION.
SELLER HAS THE