5A1 Purchase Agreement (New Day Intake Center) - Signed

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c.Such other documents as may be necessary or proper to comply with this Agreement or required to carry out its terms. 3.Seller shall cause the Title Company to issue to Buyer at Closing a current ALTA Form owner's policy of title insurance, with extended coverage, pursuant to the Title Commitment and containing all amendments and endorsements required by this Agreement or otherwise reasonably required by Buyer, which policy and endorsements shall be at Buyer's sole cost, and which shall only be subject to the Permitted Exceptions. 4.Exclusive occupancy of the Property shall be delivered to Buyer at Closing, except for the continuation of any installations, equipment, or access by personnel upon the Property that Seller or Seller’s representatives or contractors may require in connection with carrying out Seller’s review of the progress of the construction of the Property Improvements, in accordance with the terms of this Agreement or the Local Public Improvements and related work as set forth in the Development Agreement. 8.PRORATIONS; REAL ESTATE TAXES AND ASSESSMENTS; CLOSING COSTS. A.Buyer, and Buyer’s successors and assigns, shall be liable for any and all real property taxes and assessments assessed and levied against the Property with respect to the year in which the Closing takes place and for all subsequent years. Seller shall have no liability for any real property taxes or assessments associated with the Property, and nothing in this Agreement shall be construed to require the proration or other apportionment of real property taxes or assessments resulting in Seller’s liability therefor. B.At Closing, Seller shall pay the costs of releasing all liens, judgments, and other encumbrances that are to be released and of recording such releases. At Closing, Buyer shall pay (i) all fees and costs due Title Company for its closing, document preparation, and/or escrow services, (ii) the cost of the premium for the Title Policy and all endorsements to the Title Policy (iii) the cost of the Survey, (iv) the cost of any lender’s policy of title insurance or endorsements thereto, and (v) the cost of recordation of any instrument associated with the transaction contemplated in this Agreement, except as provided in the foregoing sentence. Except as otherwise provided for in this Agreement, Seller and Buyer will each be solely responsible for and bear all of their own respective expenses, including, without limitation, expenses of legal counsel, accountants, and other advisors incurred at any time in connection with pursuing or consummating the transaction contemplated herein. Any other closing costs not specifically designated as the responsibility of either party in this Agreement shall be paid by Buyer. 9.BUYER’S POST-CLOSING DEVELOPMENT OBLIGATIONS; CHANGE OF INTENDED USE. A.Property Redevelopment; Proof of Investment. Provided Closing occurs, within twelve (12) months after the Closing Date, Buyer must commence construction and redevelopment of the Property for the Intended Use and shall provide Seller with such commencement date (the “Construction Commencement Date”). Buyer shall expend an amount (including hard and soft costs) of not less than Ten Million Dollars ($10,000,000) to complete the Property Improvements to redevelop the Property for the Intended Use, not