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<br />. <br /> <br />. <br /> <br />. <br /> <br />taxes due and payable in the year of Closing shall be prorated pursuant to Section 7 <br />of this Agreement. <br /> <br />10.3 Allocation of Taxes. Until such time as a new tax statement <br />allocable only to the Property is provided, the parties agree that (a) real estate taxes <br />allocable to the City Parcel (from which the proration described in Section 7 shall be <br />calculated) shall be equal to a square footage proration of the amount of the "land <br />only" valuation of real estate taxes allocable to the Property (based upon a fraction, <br />the numerator of which shall be the land area of the City Parcel and the <br />denominator of which shall be the land area of the Initial Property. <br /> <br />11. Commissions, Each party represents that all negotiations on its behalf <br />relative to this Agreement and the .transactions contemplated by this Agreement have been <br />carried on directly between the parties, without the intervention of any party as broker, <br />finder or otherwise and that there are no claims for brokerage commissions or finders' fees <br />in connection with the execution of this Agreement. Each party hereby indemnifies the <br />other from and against all losses, damages, costs, expenses (including reasonable fees <br />and expenses of attorneys), causes of action, suits or judgments of any nature arising out <br />of any claim, demand or liability to or asserted by any broker, agent or finder, claiming to <br />have acted on behalf of the indemnifying party in connection with this transaction. <br /> <br />12. 1031 Tax Deferred Exchan~e (Buver). Seller agrees to facilitate Buyer's <br />dispasition of real property of like-kind in an exchange for the Property within the meaning <br />of Section 1031 of the Internal Revenue Code of 1986 by accepting the purchase price for <br />the Property from a "Qualified Intermediary", as defined in Treasury Reg. S 1.1031(k)- <br />1(g)(4), provided that obligations to be performed by Seller and the liabilities to be <br />assumed by Seller are no greater than those obligations which Seller is required to perform <br />and/or those liabilities which Seller is to assume as set forth in this Agreement. <br /> <br />13. Notice. Any notice to be given by one party hereto shall be personally <br />delivered, sent by confirmed facsimile transmission, sent by registered or certified mail or <br />sent by a nationally recognized courier service that issues a receipt to the other parties <br />hereto at the addresses set forth for each party in the first paragraph of this Agreement, in <br />each case to the attention of the President if the party receiving notice is a business entity, <br />and with a copy in Buyer's case to its Legal Department (or to such other address as may <br />be designated by notice to the other parties), and shall be deemed given upon the earlier <br />of personal delivery, the date postmarked, delivery to such courier or the refusal to accept <br />such service. <br /> <br />14. Force Maieure. If there shall occur any event which is beyond the <br />reasonable control of either party to this Agreement and not due to the fault or negligence <br />af that party, this conditian shall be considered an "Unavoidable Delay". If either party <br />shall, as a result of any Unavoidable Delay, fail to punctually perform any obligation (except <br />for the payment of money) specified in this Agreement, then this failure shall not be <br />deemed a breach or default of the applicable time periods in which to perform. <br /> <br />Purchase Agreement 3_doc <br /> <br />9 <br />