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4.6.3 Deliveries by Escrow Holder. Escrow Holder shall:
<br />4.6.3.1 Combine each of the two (2) original counterparts of the Bill of Sale
<br />into two (2) separate fully executed originals, and deliver one (1) fully executed original of the Bill of Sale each
<br />to the Seller and to the Buyer; and
<br />4.6.3.2 Deliver the Non - Foreign Certificate to Buyer.
<br />4.7 Seller's Deliveries to Buyer. Upon confirmation of the Closing, Seller shall deliver to
<br />Buyer (i) possession of the Real Property and Personal Property, subject to the matters set forth in Section 3.3.
<br />4.8 Closing Costs. Any escrow fee charged by Escrow Holder shall be paid one -half (1/2)
<br />by Seller and one -half (1/2) by Buyer, not to exceed $500 each. Upon the Closing, Seller shall pay the title
<br />insurance premiums attributable to ALTA standard coverage. Upon the Closing, Buyer shall pay (i) the fee for
<br />the recording of the Deed and any other documents, (ii) all transfer taxes assessed on the recording of the Deed,
<br />(iii) the cost of any lender's title policy and the cost of all title endorsements issued in connection with the title
<br />policy and lender's title policy, (iv) the cost of any survey(s) obtained by the Buyer, and (v) the costs of any
<br />inspections, studies or tests Buyer authorizes or conducts. Except as otherwise provided in Section 6.3, each
<br />party shall be responsible for the payment of its own attorneys' fees incurred in connection with the transaction
<br />which is the subject of this Agreement.
<br />4.9 Real Estate Commissions. At Closing (but only in the event of a Closing in strict
<br />accordance with this Agreement), Seller agrees to pay (a) a real estate commission to Freeman Myre ( "Freeman
<br />Myre ") in accordance with a separate agreement between the Seller and Freeman Myre, and (b) a fee to Passco
<br />Property Management, Inc., as Manager (or its affiliate) ( "PPMI ") in accordance with internal documents
<br />executed between the Sellers and PPMI. Except as set forth in this Section 4.9, each party hereto hereby
<br />represents and warrants to the other party that no real estate brokerage commission is payable to any person or
<br />entity in connection with the transaction contemplated herein based upon any dealings or actions by the party
<br />making such representation. To the extent permitted by law, each party further agrees to and shall indemnify,
<br />protect, defend and hold the other party harmless from and against the payment of any commission to any
<br />person or entity claiming by, through or under the indemnifying party. This indemnification shall extend to any
<br />and all claims, liabilities, costs, losses, damages, causes of action and expenses (including reasonable attorneys'
<br />fees and court costs) arising as a result of such claims and shall survive the Closing.
<br />ARTICLE 5
<br />AS -IS TRANSACTION; NO REPRESENTATIONS AND /OR WARRANTIES
<br />5.1 Seller Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN SECTION
<br />5_6, IT IS UNDERSTOOD AND AGREED THAT NEITHER SELLER NOR ANY OF ITS PARTNERS,
<br />AGENTS, EMPLOYEES OR CONTRACTORS HAS MADE AND IS NOT NOW MAKING, AND BUYER
<br />HAS NOT RELIED UPON AND WILL NOT RELY UPON (DIRECTLY OR INDIRECTLY), ANY
<br />WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS
<br />OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE
<br />PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR
<br />GUARANTIES AS TO (I) MA'ITERS OF TITLE, (II) ENVIRONMENTAL MAUERS RELATING TO THE
<br />PROPERTY OR ANY PORTION THEREOF, (III) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT
<br />LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND
<br />WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND
<br />EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND /OR FUTURE
<br />EARTHQUAKES, (IV) WHETHER, AND TO THE EXTENT TO WHICH, THE PROPERTY OR ANY
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<br />2013 08 20 CTC land purchase 04 agreement FINAL.doc
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