1996 NS - Purchasing - Approve Purchase Contract for 501/503 West Franklin $1,100,000

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�o Y the grant or issuance shall have expired or any dispute relating to the grant or issuance shall have been resolved in favor of the issuance. (c) (i) (1) Purchaser may apply to appropriate governmental authorities in the name of Seller, Purchaser, or both for a privilege license; and any other license, permit or approval needed by Purchaser in order to conduct business at the Subject Premises in accordance with the Project Purposes. (2) Seller shall cooperate with Purchaser in connection with the application and the prosecution of the application. To this end, Seller shall join in the execution of the application, execute supporting affidavits, furnish appropriate information from time to time and appear as a witness in connection with any proceedings relating to the application. (3) Seller shall consent to postpone the Closing Date to the extent necessary for Purchaser to complete all proceedings (including litigation and appeals)which may be required for the issuance of all licenses, permits or approvals needed by Purchaser in order to conduct business at the Project Improvements in accordance with the Project Purposes. (ii) (1) If any license, permit or approval is not issued within a reasonable time in Purchaser's opinion, Purchaser may dispute the failure to issue the license, permit or approval; bring legal proceedings to require that the license, permit or approval be issued; appeal any adverse decisions, and defend any appeals of favorable decisions. (2) If a license, permit or approval is issued and any person commences legal proceedings to contest the issuance of the license, permit or approval, Purchaser may dispute the proceedings, appeal any adverse decisions and defend any appeals of favorable decisions; and Purchaser may do so in the name of Seller, Purchaser, or both. (3) Seller shall fully cooperate with Purchaser in all respects in connection with the proceedings. (iii) A license permit or approval referred to in part (i) shall be deemed to have been "validly issued" only if the license, permit or approval has been issued and if either the time within which to dispute the issuance shall have expired or any dispute relating to the issuance shall have been resolved in favor of the issuance. 6. CLOSING (a) Closing Conference: (i) The closing conference shall take place at the place indicated as the "Closing Place" in the Contract Schedule. (ii) The date of the closing conference shall be the date indicated as the "Closing Date" in the Closing Schedule or any date to which the Closing Date may be postponed. The Closing Date may be postponed in accordance with Section 5. (b) Deed. Condition of Title: The following shall take place at the closing conference: (i) Seller shall convey good and marketable title to the Subject Premises to Purchaser by a general warranty deed (ii) Seller shall deliver to Purchaser actual and exclusive possession of the land described in Exhibit A and all existing improvements to the land (iii) Title to the Subject Premises shall be insured as being in accordance with part (iii) of subsection 3(a) by the 'Title Insurance Company" referred to as such in the Contract Schedule at regular rates and without exceptions other than as set forth in Exhibit C. (iv) Seller shall execute an affidavit in the form of Exhibit D in accordance with the Foreign Investors in Real Property Act of 1980, I.R.C. § 1445 as it may be amended from time to time. (v) Seller shall pay all transfer taxes applicable to the sale. (c) Conditions to Closing: The obligation of Purchaser to purchase the Subject Premises is subject to the fulfillment of the following conditions prior to or at the closing conference: 5