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325 b. Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller have not agreed in writing <br />326 to a settlement thereof on or before Resolution Deadline (§ 2c), this contract shall terminate one calendaz day following the <br />327 Resolution Deadline (§ 2c), unless before such termination Seller receives Buyer's written withdrawal of the Notice [o Correct. <br />328 c. Insurability. This contract is conditioned upon Buyer's satisfaction, in Buyer's subjective discretion, with the <br />329 availability, terms, condifions and premium for property insurance. This contract shall terminate upon Seller's receipt, on or <br />33o before Property Insurance Objection Deadline (§ 2c) of Buyer's written notice that such insurance was not satisfactory to <br />331 Buyer. If said notice is not timely received, Buyer shall have waived any right to terminate under this provision. <br />332 d. Damage, Liens and Indemnity. Buyer is responsible for payment for all inspections, surveys, engineering reports <br />333 or for any other work performed at Buyer's request and shall pay for any damage which occurs to the Property and Inclusions <br />334 as a result of such acflvities. Buyer shall not permit claims or liens of any kind against the Property for inspections, surveys, <br />335 engineering reports and for any other work performed on the Property at Buyer's request Buyer agrees to indemnify, protect <br />336 and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller in connection with any <br />337 such inspection, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by Seller to <br />338 enforce this subsection, including Seller's reasonable attorney and legal fees. The provisions of this subsection shall survive <br />339 the temunation of this contract. <br />340 11. CLOSING. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified <br />341 as Closing Dat~§ 2c) or by mu agreement at an eazlier date. The hour and place of Closing shall be as designated by <br />3a2 <r~i~ ~ <br />343 12. TRANSFER OF TITLE. Subject to Sender or payment at Closing as required herein and compliance by Buyer with <br />344 the other terms and pr vT~ereof, Seller shall execute and deliver a good and sufficient <br />345 ~ /.C/yi[~Y/YY!-dZf deed to Buyer, at Closing, conveying the <br />346 Property free and cleaz of all taxes except the general fazes for the yeaz of Closing. Except as provided herein, title shall be <br />347 conveyed free and cleaz of all liens, including any governmental liens for special improvements installed as of the date of <br />348 Buyer's signature hereon, whether assessed or not. Title shall be conveyed subject to: <br />349 a. those specific Exceptions described by refemce to recorded documents as reflected in the Title Documents accepted <br />350 by Buyer in accordance with § 8a ~tle Review), <br />351 b. distribution utility easements, <br />352 G those specifically described rights of third parties not shown by the public records of which Buyer has actual <br />353 knowledge and which were accepted by Buyer in accordance with § 8b (Matters not Shown by the Public Records) and § 8c <br />354 (Survey Review), <br />355 d. inclusion of the Property within any special taxing district, <br />356 e. the benefits and burdens of any declaration and party wall agreements, if any, and <br />357 f. other <br />358 <br />359 13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid az or before Closing from <br />360 the proceeds of this transaction or from any other source. <br />361 <br />362 <br />363 <br />364 <br />365 <br />366 <br />367 <br />368 <br />369 <br />14. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good Funds, their respective <br />Closing costs and all other items required to be paid at Closing, except as otherwise provided herein. Buyer and Seller shall <br />sign and complete all custom or reasonably required documents at or before Closing. Fees for real estate Closing services <br />shall be paid at Closing by `l~One-half by Buyer and One-half by Seller ^ Buyer ^ Seller ^ Other <br />The local transfer tax of '"U ~ % of the Purchase Price shall be paid at Closing by <br />One-half by Seller ^ Buyer ^ Seller ^ Other <br />Any sales and use tax that may accrue because of this transaction shall be paid when due by ^ Buyer ^ Seller. <br />370 15. PROBATIONS. The following shall be prorated to Closing Date (§ 2c), except as otherwise provided: <br />371 a. Taxes. Personal property taxes, if any, and general real estate razes for the yeaz of Closing, based on Taxes <br />372 for the Calendar Year Immediately Preceding Closing ^ Most Recent Mill Levy and Most Recent Assessment <br />373 ^ Other <br />374 b. Rents. Rents based on ^ Rents Actually Received ^ Accrued. Security deposits held by Seller shall be credited <br />375 to Buyer. Seller shall assign all leases [o Buyer and Buyer shall assume such leases. <br />376 <br />Na CBS2.7-04. CONTRACT' TO Bt1YAND SELL REAI. ESTATE (COA4dERCIAL) Page 7 or n <br />Initial <br />^ One-half by Buyer and <br />