Agreement Of Purchase And Sale (Page 12 of 30) in pdf

Price of the Closing), which Additional Earnest Money shall be retained by Seller in all events (but

applied to the Purchase Price if the Closing occurs).

7.2

Conditions to Parties’ Obligation to Close. In addition to all other conditions set forth

herein, the obligation of Seller, on the one hand, and Purchaser, on the other hand, to consummate the

transactions contemplated hereunder are conditioned upon the following:

7.2.1

Representations and Warranties.

The other party’s representations and

warranties contained herein shall be true and correct in all material respects as of the date of this

Agreement and the Closing Date;

7.2.2

Deliveries. As of the Closing Date, the other party shall have tendered all

deliveries to be made at Closing; and

7.2.3

Actions, Suits, etc. There shall exist no pending or threatened actions, suits,

arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency,

bankruptcy, reorganization or other proceedings, against the other party that would materially and

adversely affect the operation or value of the Property or the other party’s ability to perform its

obligations under this Agreement.

So long as a party is not in default hereunder, if any condition to such party’s obligation to

proceed with the Closing hereunder has not been satisfied as of the Closing Date (or such earlier date as is

provided herein), such party may, in its sole discretion, terminate this Agreement by delivering written

notice to the other party on or before the Closing Date (or such earlier date as is provided herein), or elect

to close (or to permit any such earlier termination deadline to pass) notwithstanding the non-satisfaction

of such condition, in which event such party shall be deemed to have waived any such condition. In the

event such party elects to close (or to permit any such earlier termination deadline to pass),

notwithstanding the non-satisfaction of such condition, said party shall be deemed to have waived said

condition, and there shall be no liability on the part of any other party hereto for breaches of

representations and warranties of which the party electing to close had knowledge at the Closing.

7.3

Seller’s Deliveries in Escrow. As of or prior to the Closing Date, Seller shall deliver in

escrow to Title Company the following:

7.3.1

Deed. A special warranty deed, in substantially the form attached hereto as

Exhibit C, which shall include a list of Permitted Exceptions to which the conveyance shall be subject,

executed and acknowledged by Seller, conveying to Purchaser Seller’s interest in the Real Property (the

“Deed”);

7.3.2

Bill of Sale, Assignment and Assumption. A Bill of Sale, Assignment and

Assumption of Contracts in the form of Exhibit B attached hereto (the “Assignment”), executed and

acknowledged by Seller, vesting in Purchaser, without warranty, Seller’s right, title and interest in and to

the property described therein free of any claims, except for the Permitted Exceptions to the extent

applicable;

7.3.3

FIRPTA. A Foreign Investment in Real Property Tax Act affidavit executed by

Seller;

7.3.4

Authority. Evidence of the existence, organization and authority of Seller and of

the authority of the persons executing documents on behalf of Seller reasonably satisfactory to the

underwriter for the Title Policy; and

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H-Earnest Money Contract

Agreement Of Purchase And Sale Page 12

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