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2.3. Closing Costs and Related Items. <br />A. Buyer will pay: (a) the closing fees charged by the title insurance or other closing <br />agent, if any, utilized to close the transaction contemplated by this Agreement; (b) <br />the premium for title insurance policy, if any, obtained by the Buyer, with the <br />exception of a comprehensive endorsement which shall be paid by the Seller; and <br />(c) recording fees required to enable the Buyer to record its deed from Seller <br />under this Option Agreement. <br />B. Seller will pay: (a) fees for the title commitment; (b) any transfer taxes required <br />to record the deed from Seller under this Option Agreement; (c) all liens, <br />encumbrances or mortgages, if any, and (d) any other recording fees that may be <br />required to give Buyer good marketable title to the Property. <br />Section 3. Taxes. In the event the Buyer exercises its Option, real estate taxes due <br />and payable in the year of closing upon the sale of the Property, if any, shall be paid by Seller <br />and the Buyer, pro-rata as of the date of closing on the Property. Seller shall pay all delinquent <br />taxes and penalties and interest thereon on or before closing, if any. Seller shall pay at Closing <br />all special assessments or similar governmental impositions levied or deferred against the <br />Property. The Buyer shall be responsible for all special assessments or similar governmental <br />impositions levied against the Property from the day after the date of closing on the Property. If <br />this conveyance constitutes a split in a legal description or tax parcel, Buyer's pro-rata share of <br />taxes due in the year of closing shall be based on the date of closing and on the percentage of the <br />tax parcel acquired by Buyer. <br />Section 4. Representations and Warranties by Seller. Seller represents and <br />warrants to the Buyer that: <br />4.1. Seller has full power and authority to enter into and perform this Option <br />Agreement in accordance with its terms. <br />4.2. Seller has good, insurable and marketable title in fee simple to all of the Property. <br />4.3. Seller will not be entitled to any relocation benefits or assistance as a result of <br />exercise of this option by the Buyer. <br />4.4. Upon transfer of the Property to the Buyer, no third party by virtue of any <br />purchase agreement, letter of intent or similar instrument executed by Seller, unless such <br />instrument is assigned to the Buyer and the Buyer's request, will have any claim or right to or <br />against the Property, or against the Buyer as a result of any such instruments. <br />4.5. Seller has no notice or knowledge of. (i) any violation of any law, ordinance, rule, <br />code or regulation requiring or calling attention to the need for any improvement, construction, <br />alteration or installation on or in connection with the Property; (ii) any uncured notice of any <br />unsatisfactory condition concerning the Property from any insurance company, Board of Fire <br />4 <br />DOCSOPENNU2 10\329\1036056.v2-7/9/25 <br />