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Attachment B 304 Closing Date shall be the first reasonable business day after both of: (i) the ISD Closing and (ii) 305 the filing of the Replat. 306 307 9.1 On the Closing Date, Seller shall execute and deliver to Purchaser a limited warranty 308 deed far the Land utilizing the description thereof as set forth in the Replat (the "Deed"); the 309 executed Memoranda Regarding Waiver of Applewood Pointe and Cherrywood Pointe Park 310 Dedication Fees (it being acknowledged that the Memoranda for Applewood Pointe and 311 Cherrywood Pointe may be combined into one); the executed Access and Parking Easement 312 Agreement in form and content as depicted on EXhibit B attached hereto; a FIRPTA affidavit; a 313 standard Seller's affidavit stating that on the Closing Date there are no outstanding unsatisfied 314 judginents, tax liens, or bankruptcies against or involving the Seller in a form sufficient for Title 315 Company to waive its standard exceptions and issue an owner's title policy; an assignment of 316 vendor and service contracts (to the extent Purchaser decides to assume any such contracts), 317 warranties and iniangible property; an IRS Form 1099-5; and a closing settlemeni staiement 318 reflecting the economic provisions oi the Closing, all in exchange for the payment of the 319 Purchase Price by Purchaser. Physical possession of the Property shall be delivered to Purchaser 320 on the Closing Date. At the Closing, Seller shall pay all state or local transfer, recording or deed 321 taxes in connection with the Deed to be delivered to Purchaser, if any. Purchaser shall pay 322 recording charges in connection with the Deed, as well as the costs of any due diligence reports 323 which Purchaser may have ordered regarding environmental conditions, soils conditions, or other 324 aspects of the Property. Purchaser shall pay for all costs with respect to the updated Survey. 325 Seller shall pay the cost far the preparation of the Commitment, and Purchaser shall pay the cost 326 of its title insurance premium and any policy endorsements it desires. Seller shall pay all real 327 property taxes assessed against the Land in year prior to the year of Closing, and the parties shall 328 prorate all real property taxes assessed against the Land in the year of Closing as of the Closing 329 Date, such proration to be based on a calendar year. Seller shall be responsible for satisfying, out 330 of the Purchase Price or otherwise, all liens and any special assessments (levied, pending or 331 deferred) against the Land as of Closing. Each party shall be responsible for its own legal 332 counsel fees. 333 334 9.2 On the Closing Date, Purchaser shall deliver to Seller a limited warranty deed for the City 335 Parcel (ihe "City Deed"); the executed Memoranda Regarding Waiver of Applewood Pointe and 336 Cherrywood Pointe Park Dedication Fees (it being acknowledged that the Memoranda for 337 Applewood Pointe and Cherrywood Pointe may be combined into one); the executed Access and 338 Parking Easement Agreement; a FIRPTA affidavit; a standard affidavit stating that on the Closing 339 Date there are no outstanding unsatisfied judgments, tax liens, or bankruptcies against or 340 involving the Purchaser in a form sufficient for Title Company to waive its standard exceptions 341 and issue an owner's title policy for the City Parcel; and an IRS Form 1099-5. Physical 342 possession of the City Parcel shall be delivered to Seller on the Closing Date. At the Closing, 343 Seller shall pay all state or local transfer, recording or deed taxes in connection with the Ciry 344 Deed to be delivered by to Seller. Seller shall pay recording charges in connection with the City 345 Deed, as well as the costs of any due diligence reports which Seller may have ordered regarding 346 environmental conditions, soils conditions, or other aspects of the City Parcel. Seller shall pay 347 the cost for the preparation of the Commitment for the City Parcel, and Seller shall pay the cost of 348 its title insurance premium and any policy endorsements it desires. Purchaser shall pay all real 349 property taxes assessed against the City Parcel in year prior to the year of Closing (if any), and 350 the parties shall prorate all real property taxes assessed against the City Parcel in the year of 351 Closing as of the Closing Date, such proration to be based on a calendar year. Purchaser shall be 352 responsible for satisfying, all liens and any special assessments (levied, pending or deferred) 353 against the City Parcel as of Closing. Seller shall record any agreement regarding the Shared 354 Driveway if requested by Purchaser and consented to by Seller, which consent shall not be