Real Estate Purchase And Sale Agreement Page 7

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10.2
Buyer’s Deliveries.
At Closing, Buyer shall deliver the Purchase Price, subject to
prorations, credits, and adjustments as provided herein. Buyer also shall execute and deliver to Buyer the
following:
(a)
All affidavits, certificates, closing statements, and other documents reasonably
required by the Title Company to insure title to the Property in accordance with this Agreement,
or reasonably required by Seller to the extent not contrary to the terms of this Agreement and
otherwise reasonably acceptable to Buyer.
(b)
If applicable: if the Property includes any Assigned Contracts, one or more
assignment and assumption agreement(s) with respect thereto.
11.
PURCHASE PRICE ADJUSTMENTS AND EXPENSES.
11.1
Prorations. The following amounts shall be prorated between the parties:
(a)
Taxes and Special Assessments. If the University is Buyer, all ad valorem real
estate taxes imposed on the Property for the year in which Closing occurs shall be prorated as of the
Closing Date; if the University is Seller, it is tax exempt and such taxes shall not be prorated. Special
assessments imposed on the Property, if any, shall be the sole responsibility of the owner of the Property
as of the date the applicable special assessment becomes due and payable.
(b)
Utilities and Assigned Contracts. If applicable: fees and charges for utilities,
income and prepaid expenses under Assigned Contracts, and other like items customarily prorated upon
the sale of property similar to the Property, in each case for the period in which Closing occurs, shall be
prorated as of the Closing Date.
(c)
Re-proration. The exact amount of prorated items may not be known and may be
based on the latest information available on the Closing Date; if so, the parties agree to re-prorate such
items once such amounts are ultimately determined based upon final bills or statements.
11.2
Expenses. The following costs and expenses shall be paid by the parties as described
below, including as an appropriate adjustment to the Purchase Price set forth on the closing statement.
(a)
Seller shall pay for (i) all costs to discharge, terminate, and release the Seller’s
Liens; (ii) all costs of examinations, fees, and premiums for the Title Commitment and Title
Policy, other than the cost of any requested endorsements to the Title Policy; (iii) one-half of the
customary closing or escrow fees of the Title Company; and (iv) the costs to record any
documents necessary to remove the Seller’s Liens and all other liens or encumbrances other than
the Permitted Exceptions.
(b)
Buyer shall pay for (i) all costs to conduct its due diligence and inspections of the
Property, including the Survey, if any; (ii) the cost of any requested endorsements to the Title
Policy; (iii) one-half of the customary closing or escrow fees of the Title Company; and (iv) all
costs to record the deed and all other recordable documents at Closing, other than such recording
costs to be paid by Seller as specified herein.
11.3
Broker Commissions and Other Expenses. All other costs and expenses paid or incurred
in connection with or incident to this Agreement and the performance and consummation of the
transactions contemplated hereby shall be borne by the party paying or incurring same. Without limiting
the generality of the foregoing, the parties represent and warrant to one another that they have not dealt
with any broker with respect to the transactions contemplated hereby other than the broker(s) set forth in
the recitals hereto, if any, whose commissions, fees, and expenses shall be paid as set forth in said recital.
7  

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