2008-009 Purchasing - Telesis Construction Office Building Agreement of Purchase

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3.01 Seller shall pay the cost of deed preparation and any and all real estate excise tax, • any transfer tax, revenue tax or other imposition of any nature applicable to this transaction. Purchaser shall pay the cost of its title examination, the title insurance premium charged by Purchaser's title insurer for owner's and lender's title insurance coverage, the cost of any updated survey required by Purchaser, Purchaser's lender or Purchaser's title insurer and the per page cost of recording the deed. Each party shall pay its own attorneys' fees. 3.02 All ad valorem real and personal property taxes assessed against the Property for the calendar year in which the Closing occurs shall be paid by Seller at Closing. All ad valorem real and personal property taxes assessed against the Property for the calendar year in which the Closing occurs shall be prorated as of the Closing Date on a calendar year basis. The Purchase Price shall be increased by the amount of Purchaser's share of such prorated taxes. If the tax bill for the calendar year in which Closing occurs is not available at the time of Closing, the parties shall estimate the ad valorem real and personal taxes for the calendar year in which Closing occurs based upon the assessed value of the Property as of January 1 of the calendar year in which 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 owing, and such amount shall be paid promptly by the other party upon receipt of the invoice. Such invoice 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 convey good, 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, or (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 maybe subject to easements and rights of way for 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 W. Margaret Lane, N & K Street and/or S. Churion Street, whether now existing or hereafter granted by Seller in connection with its development of the Property and adjoining properties, specifically including, without limitation, the temporary and permanent access, construction, utilities and other easements shown on the plats of survey recorded in Plat Book 102, Pages 52, 53 and 54, Orange County Registry, and to such other matters, exclusive of any title exception or defect described in (a) or (b) 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 for 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 which Purchaser objects. If Purchaser fails to deliver to Seller written notice of objection to any Title Exceptions on or 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 objection 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 • -3-