2016-095 Council Resolution - Laserfiche WebLink

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6. Possession; Seller's Closing Documents. (a) Actual, sole and exclusive physical possession of the Property shall be given to Buyer at Closing unoccupied and free of any leases, claims to, or rights of possession, including any rights of tenants, by delivery of Seller's limited warranty deed, duly executed and acknowledged by Seller (the "Deed"). Seller shall also deliver a "FIRPTA" certificate and a secretary's certificate in Seller's standard form regarding Seller's authority to convey the Property. Seller shall have no obligation to deliver any other documents at Closing. 7. Apportionments. (a) Taxes, Rents, etc. Real estate taxes on the Property, water and sewer rents, other municipal charges, and any lienable owners' association assessments and charges shall be apportioned pro rata between Seller and Buyer on a per diem basis as of the Closing Date. In the event ad valorem and special improvement taxes for the year in which Closing occurs are unavailable on the Closing Date, prorations for taxes will be based upon the ad valorem and special improvement taxes for the prior year subject to adjustment by the parties within thirty (30) days after the same for the current tax year become available. (b) Other Closing Costs. (i) Buyer's Responsibility. Whether or not Closing actually occurs hereunder, Buyer shall be solely responsible for all fees, costs and expenses incident to this transaction and the Closing, including, without limitation: (A) realty transfer taxes imposed upon the delivery and/or recording of the Deed or upon this transaction; (B) the fees of any counsel representing it in this transaction, (C) the premium for any title insurance policy obtained by Buyer and all related search charges, including the charge for any extended coverage or other endorsements, (D) the cost of recording the Deed, (E) the cost of any survey obtained by Buyer, (F) all of Title Company's escrow and the closing fees, (G) mortgage recording fees and documentary stamp taxes and intangible taxes imposed on any mortgage financing which Buyer may obtain in connection with its acquisition of the Property, (H) any costs associated with any financing which Buyer may obtain in connection with its acquisition of the Property, (I) any costs associated with obtaining Subdivision Approval (as hereinafter defined), and (J) all other costs and expenses incident to this transaction, except as otherwise expressly set forth in Sections 7(a) and 7(b)(ii) hereof. (ii) Seller's Responsibility. Seller shall pay (A) the fees of any counsel representing it in connection with this transaction, and (B) all costs to cure or attempt to cure any title objection that Seller elects to cure or is obligated to cure pursuant to the terms of this Agreement. (iii) The provisions of this Section 7 shall survive the Closing or any termination of this Agreement. 8. Inspection Contingency. (a) Buyer's Inspection Right. Buyer, and its attorneys, accountants, architects, engineers and other representatives shall, during the period ("Inspection Period") - 3 -