Agenda - 01-24-2006-8a - Laserfiche WebLink

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la (vi) There shall be no regulatory moratorium which prevents Buyer from obtaining approvals necessary to authorize it to use the Property for any governmental purpose (b) Conditions to Seller's Obligations: Notwithstanding anything contained elsewhere herein to the contrary, Seller's obligations to consummate the sale of the Property is expressly contingent upon satisfaction of the following provisions (unless waived by Seiler): (i) Buyer shall have complied with and otherwise performed each of the covenants and obligations of Buyer as set forth in this Agreement; (ii) No order, injunction, litigation, or regulation shall be pending or existing prohibiting or preventing Seller from consummating the sale. (iii) Buyer shall have obtained all necessary authorization to pay the Purchase Price and otherwise perform its obligations as set forth in this Agreement. c) General Warranty Deed: (i) Buyer shall provide Seller at least ten (10) business days advance notice of the date of Closing. Seller shall prepare and deliver to Buyer the following at Closing: (a) A duly executed general warranty deed conveying good, fee simple and marketable title to the Land, free and clear of all liens and encumbrances except utility easements of record serving the property, the rights of way of public roads, taxes not yet due and payable and the matters and exceptions to which Buyer did not object in writing prior to the end of the Investigation Period and other matters and exceptions to title as may be waived by Buyer (b) A duly executed lien affidavit and indemnity holding Buyer and the title company harmless against unpaid mechanics' and materialmen's liens, (c) A certificate that Seller is not a foreign person. (d) A Bill of Sale containing full warranties of title without liens or encumbrances transferring personal property, including fixtures, to Buyer. (e) Such evidence of the due organization and authority of the Seller to enter into and consummate the transactions set forth herein as shall be required by any title company or reasonably required by Buyer (ii) At Closing Buyer shall pay the Purchase Price (in accordance with the terms of Section 2 above) and shall execute and deliver to Seller: (a) Such evidence as to the authority of Buyer to enter into and consummate the transactions set forth herein as shall be reasonably required by Seller. d) Closing Costs: Except as otherwise expressly set forth herein: (i) Seller shall pay all costs of Closing except Buyer's recording fees, Buyer's title insurance costs, any costs related to Buyer's financing and Buyer's due diligence expenses. Without limiting the foregoing, 2006 property taxes and documentary transfer tax stamps shall be the responsibility of Seller. (ii) Each party shall pay its own legal fees. RAL EIGIh1\454765 6