AG 2008 08 18 - Laserfiche WebLink

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10. CLOSING. A. On the Closing Date Seller agrees that it will convey the Property to Buyer by general warranty deed containing covenants of title satisfactory to Buyer, which covenants of title shall state that Seller is seized of the Property in fee simple, and that Seller has bargained, sold and conveyed unto Buyer and its successors and/or assigns in title the Property in fee simple, and that Seller will warrant and defend title against the claims of all persons or entities. At the Closing, Seller shall convey marketable title to the Property, free and clear of any and all liens, mortgages, deeds of tmst, security interests, covenants, conditions, restrictions, easements, rights-of--way, licenses, leases, encroachments, judgments or encumbrances of any kind except (i) the lien of real estate taxes not yet due and payable; and (ii) Permitted Exceptions. B. In addition, on the Closing Date, Seller shall have the responsibility of paying all state or county transfer taxes and documentary stamps, if any, occasioned by the conveyance of the Property as well as any notary fees incurred. All ad valorem taxes due and payable within the calendar year of the Closing shall be prorated on a calendar year basis between Seller and Buyer as of the Closing Date. Seller shall pay any outstanding ad valorem taxes (and any late fee, interest or penalty) for any year prior to the calendar year of the Closing, and shall pay all rollback taxes, recoupment fees or taxes occasioned by a change in use of the Property. Seller agrees to promptly forward to Buyer any property tax statements for the Property received by Seller after Closing and if Seller fails to do so, Seller shall be liable for any penalties Buyer has to pay because of Seller's failure. Further, if the sale of the Properly to Buyer constitutes or requires a subdivision of it from the remaining real estate owned by Seller, Seller shall pay all subdivision and platting expenses and obtain all necessary governmental approvals relating to the Property. C. Seller and Buyer acknowledge that Closing hereunder shall be contingent upon satisfaction of the following conditions: Seller executing, as appropriate, and delivering to Buyer's attorney or the Title Company at Closing the following: (i) general warranty deed described above; (ii) certificate ofnon-foreign status of Seller; (iii) appropriate resolutions and other evidence of Seller's existence and authority to undertake and to consummate the sale of the Property contemplated by this Agreement and to execute and deliver all documents necessary to comply with the requirements set forth in this Agreement; (iv) closing statement in form reasonably satisfactory to Seller and Buyer; (v) owner's/seller's affidavit in form as required by the Title Company and satisfactory to Buyer's attorney; (vi) all other documentation reasonably necessary to effectuate the transaction contemplated by this Agreement; (vii) a Seller's closing certificate acknowledging the truth, accuracy and completeness of the representations and warranties set forth in this Agreement as of the Closing Date; which shall survive the Closing Date for a period of one (1) year. D. Seller and Buyer agree that Buyer may extend any Closing Date for up to an additional thirty (30) days if necessary to satisfy all conditions and complete all documentation and title examination necessary for Closing. This thirty (30) day extension may extend beyond the time set in Paragraph 2. E. Seller represents to Buyer that Seller has not employed nor engaged any real estate agents or brokers to be involved in this transaction, and Seller agrees to indemnify and hold Buyer harmless from any claims of brokers or real estate agents claiming by, through or under Seller for fees or commissions arising out of the sale of the Properly to Buyer. Buyer represents to Seller that Buyer has not employed nor engaged any real estate agents or brokers to be involved in this transaction, and Buyer WCSR 3614883v5 /' ~ I~