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<br />charged by the title company to close the transaction, shall be divided equally between <br />the parties. <br /> <br />At closing, Seller shall deliver or cause to be delivered to Purchaser, at Seller's <br />sole cost and expense, each of the following items: <br /> <br />(A) A Warranty Deed, in recordable form, duly executed and acknowledged by <br />Seller, conveying title to the Property to Purchaser, free and clear of all <br />liens, taxes, restrictions, tenancies, occupancies and encumbrances of every <br />kind and description except: <br /> <br />1) Permitted Encumbrances specified in Section 2 herein; <br /> <br />2) General real estate taxes and assessments which are a lien but which <br />are not due and payable on the Closing Date, special assessments <br />levied or pending after the date of this Agreement, and special <br />assessments caused by Purchaser's activities or improvements; <br /> <br />(B) such evidence or documents as may be reasonably required by the <br />Purchaser or the title company evidencing the status and capacity of Seller <br />and the authority of the person or persons who are executing the various <br />documents on behalf of the Seller in connection with the sale of the <br />Property, <br /> <br />(C) All additional documents and instruments as in the opinion of Purchaser's <br />counsel are necessary to the proper consummation of this transaction. <br /> <br />(D) An Affidavit of Corporation warranting that no outstanding mechanic's lien <br />rights exist, that the Property is not subject to any unrecorded interest or <br />encumbrances, adverse claims, possession or occupancies and is not subject <br />to any leases, oral or written, and that all assessments, utility charges and <br />taxes have been paid to the date of closing. <br /> <br />(E) Development/Subdivision Agreement. <br /> <br />(F) Planned Unit Development Agreement. <br /> <br />14. REAL ESTATE BROKERS AND BROKERAGE COMMISSION: <br />Seller and Purchaser each hereby represent and warrant to the other that this Purchase and <br />Sale Agreement is made and entered into as a result of direct negotiations between the <br />parties hereto without the aid or assistance in any fashion of any broker or other 'agent <br />and each of the parties hereby represents and warrants to the other that they have entered <br />into no agreement or made any undertaking of any kind or character whatsoever as a <br />result of which any claim could properly be brought against the other for any <br /> <br />6 <br />