2008/10/15 Council Agenda Packet

g. Payments. Seller shall make any and all payments due and owing with respect to the Property, including without limitation, real estate taxes, assessments, insurance premiums, service contracts, management fees, and payments for materials and materialmen, prior to the due date for such payment and will, upon Purchaser's request, deliver to Purchaser evidence reasonably satisfactory to Purchaser of payment thereof. 9. ITEMS TO BE DELIVERED AT CLOSING. At Closing Seller or the Title Company, as applicable, shall deliver the following items to the Title Company. Drafts of all documents to be executed and delivered at Closing shall be prepared by Purchaser's counsel and submitted to Seller's counsel for review at least ten (10) days prior to the date of Closing.. a. Bargain and Sale Deed. A duly executed and acknowledged bargain and sale deed, conveying to Purchaser fee title to the Property subject to no encumbrances or defects except for the lien of real property taxes for the current year prorated to the Closing Date and such encumbrances or defects approved or waived by Purchaser as set forth in Sections 5(b) and 5(c). b. Title Policy. The Title Company shall provide a 2006 ALTA owner's extended coverage policy of title insurance, dated effective as of the date and time of the recording of the bargain and sale deed, with survey, legal lot, contiguity, and such other endorsements as reasonably requested by Purchaser, insuring that fee title to the Property (together with any access easements) is vested in Purchaser, subject to no defects or encumbrances except for the lien of real property taxes for the current year and such matters as approved or waived by Purchaser as set forth in Sections 5(b) and 5(c). The policy of title insurance shall be written in the amount of the Purchase Price; provided, however, that the amount of the policy shall be subject to increase pursuant to endorsement in connection with Purchaser's construction of improvements on the Property. c. Other Documents. All other documents or instruments that may be necessary or desirable to render this Agreement and the transaction contemplated herein legally and practically effective. 10. CONDITIONS TO CLOSING. The obligation of Purchaser and Seller hereunder shall be subject to the fulfillment of the following conditions on or prior to the Closing Date, each of which shall continue as conditions until Closing unless waived by Purchaser or Seller (i.e., the party benefited by such condition to Closing), as applicable. Purchaser or Seller may, in their sole and absolute discretion, terminate this Agreement at any time by written notice to the other party if Purchaser or Seller (i.e., the party benefited by such condition to Closing), as applicable, determines that any of the conditions set forth in this Section 10 will not be satisfied by the Closing Date. In the event of such termination, the Earnest Money shall be promptly returned to Purchaser. In the event that a condition to Closing for the benefit of Purchaser fails as a result of a material breach of this Agreement by Seller or because Seller imposes a moratorium on -12- 50939068.4 y� j'