Agreement Of Purchase And Sale (Page 14 of 30) in pdf

8.1.1

Taxes. If Taxes for the year of Closing are not known or cannot be reasonably

estimated, Taxes shall be prorated based on Taxes for the year prior to Closing. Any additional Taxes

relating to the year of Closing or prior years arising out of a change in the use of the Real Property or a

change in ownership shall be assumed by Purchaser effective as of Closing and paid by Purchaser when

due and payable, and Purchaser shall indemnify Seller from and against any and all such Taxes, which

indemnification obligation shall survive the Closing.

8.1.2

Utilities. Purchaser shall take all steps necessary to effectuate the transfer of all

utilities to its name as of the Closing Date, and where necessary, post deposits with the utility companies.

Seller shall ensure that all utility meters are read as of the Closing Date. Seller shall be entitled to recover

any and all deposits held by any utility company as of the Closing Date.

8.2

Commissions. Seller shall be responsible to Broker for a real estate sales commission at

Closing (but only in the event of a Closing in strict accordance with this Agreement) in accordance with a

separate agreement between Seller and Broker. Seller shall cause Broker to share a portion of its its

commission equal to one percent (1%) of the Purchase Price with PDQ Realty Partners (“Co-Broker”).

Under no circumstances shall Seller owe a commission or other compensation directly to Co-Broker any

other broker, agent or person. Other than as stated above in this Section 8.2, Seller and Purchaser each

represent and warrant to the other that no real estate brokerage commission is payable to any person or

entity in connection with the transaction contemplated hereby, and each agrees to and does hereby

indemnify and hold the other harmless against the payment of any commission to any other person or

entity claiming by, through or under Seller or Purchaser, as applicable. This indemnification shall extend

to any and all claims, liabilities, costs and expenses (including reasonable attorneys’ fees and litigation

costs) arising as a result of such claims and shall survive the Closing.

8.3

Closing Costs.

Closing costs shall be allocated between Seller and Purchaser in

accordance with Section 1.2.

8.4

Final Adjustment After Closing. If final bills are not available or cannot be issued prior

to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such

items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon

as reasonably possible after the Closing. Payments in connection with the final adjustment shall be due

within thirty (30) days of written notice. All such rights and obligations shall survive the Closing.

ARTICLE 9 - Representations and Warranties

9.1

Seller’s Representations and Warranties. Seller represents and warrants to Purchaser

that:

9.1.1

Organization and Authority. Seller has been duly organized and is validly

existing in the state in which it was formed. Seller has the full right and authority and has obtained any

and all consents required to enter into this Agreement and to consummate or cause to be consummated the

transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by

Seller at the Closing will be, authorized and executed and constitute, or will constitute, as appropriate, the

valid and binding obligation of Seller, enforceable in accordance with their terms.

9.1.2

Conflicts and Pending Actions. There is no agreement to which Seller is a

party or, to Seller’s knowledge, that is binding on Seller which is in conflict with this Agreement. To

Seller’s knowledge, as of the Effective Date there is no action or proceeding pending or threatened

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H-Earnest Money Contract

Agreement Of Purchase And Sale Page 14

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