Agenda - 06-26-2007-4dd - Laserfiche WebLink

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of the calendar year in wluch Closing occurs and the tax rate in effect for the Property on the Closing Date (as hereinafter defined). 3.03 In the event any adjustments pursuant to this Section are, subsequent to Closing, found to be erroneous, then either party hereto is entitled to additional monies and shall invoice the other party for such additional amounts as may be awing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such im~oice shall be accompanied by reasonable substantiating evidence. SECTION 4. Title. At Closing, Seller shall furnish and deliver to Purchaser, at Seller's expense, the following: 4.01 Seller shall com~ey gaol, marketable, fee simple and insurable title to the Real Property to Purchaser by general warranty deed. The Real Property shall not be subject to any {a) deed of trust, security agreement, judgment, unpaid assessments for improvements, lien or claim of lien, or any other title exception or defect that is monetary in nature, ar (b) any lease, rental agreement or other right of occupancy of any kind, whether written or oral. Seller agrees to pay and satisfy of record any such title defects or exceptions prior to or at Closing at Seller's expense. The Property may be subject to easements and rights of ~vay far utilities and vehicular and pedestrian access to and from adjoining properties of Seller and others (including the parking deck to be constructed by or for Seller} and tiU. Margaret Lane, N & K Street and/or S. Churton Street, whether now existing or hereafter granted by Seller in connection with its development of the Property and adjoining properties, and to such other matters, exclusive of any title exception ar defect described in (a}, (b) or (c) above, as are noted in Schedule B - Part I of Investors Title Insurance Company owners policy of title insurance no. 200700432CH {collectively the "Permitted Exceptions"}, and no such Permitted Exception shall constitute a basis far any title objection by Purchaser. As to any other title exceptions or defects {the "Title Exceptions"), Purchaser shall have until and including the day which is thirty (30) calendar days prior to the Closing Date (the "Title Exceptions Date"} within which to examine title to the Real Property and to notify Seller, in writing, of any Title Exceptions to wluch Purchaser objects. If Purchaser fails to deliver to Seller written notice of objection to any Title Exceptions on ar- before the Title Objections Date, Purchaser shall be deemed to have waived its right to object to any Title Exceptions except those arising after the Title Exceptions Date. If Purchaser delivers to Seller written notice of abjection to any Title Exceptions on or before the Title Exceptions Date, Seller shall then have the right, but not the obligation, for a period of fifteen (15) calendar days after receipt of such written notice within which to cure or satisfy such objection. If the objection is not cured or satisfied by Seller within such fifteen (I5} day period, or if Seller is unable to provide Purchaser with reasonable assurance within such fifteen (15} day period that such objection will be cured at or before Closing, then Purchaser shall have the right to terminate this Agreement, in which event neither party shall have any further rights, obligations ar duties to one another under this Agreement. If Seller cures or satisfies the objection within such fifteen (15) day period, or provides reasonable assurance to Purchaser with such fifteen (15) day period that such abjection will be cured at or before Closing, then this Agreement shall continue in effect. Purchaser shall have the right at any time to waive any objection to any Title Exceptions that it may have made and thereby preserve this Agreement in effect. 4.02 An assignment in a form and content reasonably satisfactory to Purchaser, dated as of the Closing Date, which assigns to Purchaser all of Seller's rights, titles and interests in and to all Contracts, Permits and other Property which Purchaser has elected to purchase and assume and which may properly be assigned to Purchaser thereby. -3-