Real Property Transfer Agreement - Jones Petrie Rafinski

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4. Preservation of Title; Title Commitment. From and after the Effective Date, Company shall not take any action or allow any action to be taken by others to cause the Property to become subject to any interests, liens, restrictions, easements, covenants, reservations, or other matters affecting Company's title (such matters being referred to herein as "Encumbrances"). Company acknowledges that the City intends to obtain, at Company's sole expense, and to rely upon a commitment for title insurance on the Property (the "Title Commitment") identifying all Encumbrances affecting the Property. Company will exercise all appropriate and commercially reasonable efforts to eliminate any Encumbrances, monetary and otherwise, affecting the Property and objected to by the City in writing, and Company will convey the Property to the City free from all such Encumbrances. 5. Closing. a. The closing of the conveyance contemplated in this Agreement (the "Closing") will take place on a date agreed in writing by the Parties (or their respective representatives) (the "Closing Date") at the offices of Meridian Title Corporation (the "Title Company"). b. At Closing, Company will deliver to the City a warranty deed, in the form attached hereto as Exhibit B (the "Deed"), conveying the Property to the City. c. Company will pay the cost of obtaining an ALTA owner's policy of title insurance covering the Property in an amount not less than Fifty Thousand Dollars ($50,000.00), which the Title Company will provide at Closing. d. Company will pay all closing costs, including the Title Company's closing fees and/or document preparation fees, and all recordation fees associated with. the Closing. e. The Parties agree to provide one another such customary documents as are reasonably required to complete the Closing. 6. Taxes. Company will be liable for any and all real property taxes and assessments, if any, assessed and levied against the Property with respect to any and all periods of time preceding the Closing Date. 7. Entire Agreement; Severability. This Agreement embodies the entire agreement between the Parties and supersedes all prior discussions, understandings, or agreements between the Parties concerning the transactions contemplated in this Agreement, whether written or oral. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect and will in no way be affected, impaired, or invalidated. 8. Assignment. Company may not assign this Agreement or any of its respective rights or obligations hereunder, in whole or in part, without the prior written consent of the City. In the event Company desires to obtain the City's consent regarding a proposed assignment of this Agreement, the City may request and Company will provide any and all information reasonably demanded by the City in connection with the proposed assignment and/or the proposed assignee. 2