6.B.(5) Real Estate Purcahse and Site Work Agreement

Home Browse Search

(b) By Public Entities. At Closing and as a condition to Company's obligation to close hereunder, Public Entities shall deliver (or cause to be delivered) to Company the following items: (a) the Cash Payment due at Closing; (b) a Special Warranty Deed for the Oliver Park Site, (c) the UPV Lease, (d) the License Agreement, (e) an affidavit regarding mechanic's and materialman's liens and other matters, including releases of mortgages and security interests as the Title Company may reasonably require in connection with the issuance of an Owner's Policy of Title Insurance based on the Oliver Park Commitment, and (f) a closing statement. 11. Fees & Expenses. At Closing, the parties agree to share, equally, standard closing costs charged by the Title Company to close this transaction. Company agrees to pay for all costs of~ releasing and recording any releases related to the Prairie Avenue Site. Similarly, Public Entities agree to pay for all costs of releasing and recording any releases related to the Oliver Park Site. 12. Remedies. In the event of breach of this Agreement by either party, the other party shall have the right for specific performance and such additional remedies as otherwise are allowed by law or equity. The non-breaching party shall, in addition to the above remedies, be entitled to recover from the breaching party its attorney fees, expenses and costs arising from such breach and incurred in enforcing this Agreement. 13. Miscellaneous. (a) Termination. Notwithstanding anything to the contrary contained herein, either party may terminate this Agreement and have no further obligation hereunder in the event the Closing does not occur on or before July 1, 2009, unless such failure to close is due to a breach or fault of such party. (b) Possession. Company shall be entitled to full, complete and uninterrupted possession of the Oliver Park Site at Closing. Commission shall be entitled to possession of the Prairie Avenue Site at Closing, subject however, to the rights of UPV under the UPV Lease. (c) Brokers. Each party represents to the other that they have not engaged or employed any real estate agent or broker who is entitled to any commission or payment as a result of the sale of the Real Estate. (d) Expenses, Except as otherwise provided in this Agreement, each party to this Agreement shall bear their own expenses; provided however, the prevailing party in any suit brought to enforce the terms hereof shall be entitled to recover its costs and expenses, including reasonable attorneys' fees, related to such suit. (e) Notices. Any notice required or pern~itted to be delivered hereunder shall, except as otherwise expressly provided herein, be deemed to have been given upon the earlier to occur of (i) actual receipt by the addressee thereof; or (ii) three (3) days altei- deposit in the United States mail, postage prepaid, registered or certified mail, return receipt requested, addressed to Company or Public Entities, as the case may be, at their address shown in the introductory paragraph to this Agreement. REAL ESTA"rE PURCHASE AND SITE WORK AGREEMENT YncE 9