Agenda - 06-23-2005-9d - Laserfiche WebLink

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(d) A termination of the Agreement described in Section 6(i) above and such other documents and instruments which may be necessary to consummate the transaction evidenced by this Agreement or as maybe reasonably requested by Buyer's counsel. (e) The Repair Reserve, the Maintenance Savings, and the Post-Closing Prepaids. (f) A Bil] of Sale and Assignment transferring personal property to Buyer and assigning contracts, to the extent assignable, which Buyer bas indicated it wishes to assume. (g) Such evidence of the due organization and authority of the Seller to enter into and consummate the transactions set forth ]terein as shall be required by any title company or reasonably required by Buyer. (ii) At Closing Buyer shall pay Che Purchase Price (in accordance wiCh the terms of Section 2 above) and shall execute and deliver to Seller: (a) An Assumption Agreement assuming such contracts as Buyer has indicated it wishes to assume by so indicating in writing at least ten (10) business days prior to Closing (it being understood that Buyer shall seek any necessary consent to such assignment and Seller shall cooperate but not be obliged to obtain any such consent), such Assumption Agreement to include a provision indemnifying, to the extent permitted by law, Seller with respect to all matters arising subsequent to the date of Closing; (b) A termination of the Agreement described in Section 6(i) above and such other documents and papers as may be necessary to consummate the transaction evidenced by this Agreement or as may be reasonably requested by Seller's counsel. (c) 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 or the Expansion Zoning Approvals, and Buyer's due diligence expenses. Without limiting the foregoing, 2005 property taxes and documentary transfer tax stamps shall be the responsibility of Seller (ii) Each party shall pay its own legal fees. e) Proaertv Association Prorafions: Buyer shall pay to Seller Buyer's pro-rata share of the property association fees based on dte number of actual days from the date of closing through the end of the calendar year, provided Seller provides evidence that it has paid the fees For the entire calendar year. 8 DEFAULT AND REMEDIL^S: a) In the event Seller defaults under this Agreement or fails to perform any of the conditions or obligations of Seller hereunder or in the event any of the representations and warranties contained herein are not true and correct as of the date hereof and as of date of Closing, Buyer sbal] be entitled as its sole and exclusive remedy to either: (i) Enfbrce by an action in law or equity Seller's specific performance of Seller's obligations to convey the Property without abatement of the Purchase Price; or rsn~etcrnwsnres a