4.2. ERMUSR 01-08-2013 - Laserfiche WebLink

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Policy and the cost of any other endorsements Buyer desires. Seller and Buyer will each pay one-half of any reasonable and customary closing fee or charge imposed by the Title Insurer or its designated closing agent. (b) Deed Tax. Seller will pay all state deed tax due on the deed to be delivered by Seller under this Agreement. (c) Real Estate Taxes and Special Assessments. Seller will pay all general real estate taxes payable in all years prior to the year in which the Closing occurs, and any deferred or Green Acres real estate taxes. Seller and Buyer will prorate the general real estate taxes payable in the year of Closing as of the Closing Date based upon the calendar year. Seller will pay, on or before the Closing Date, all special assessments levied or constituting a lien against the Property, as of the Closing Date, including, without limitation, all installments of special assessments, including interest, payable in the year of Closing. Buyer will pay all installments of special assessments, including interest, payable in the years after Closing. (d) Recording Costs. Seller will pay the cost of recording all documents necessary to place record title in Seller in the condition warranted by Seller in this Agreement. Buyer will pay the cost of recording all other documents. (e) Attorneys' Fees. Seller and Buyer will each pay its own attorneys' fees in connection with the preparation and negotiation of this Agreement and the Closing, except that a party defaulting under this Agreement or any of its respective Closing Documents will pay the reasonable attorneys' fees and court costs incurred by the non-defaulting party to enforce its rights regarding such default. 8.) REPRESENTATIONS, WARRANTIES AND INDEMNITY BY SELLER. All of the representations and warranties of Seller contained in this Agreement will be true on the Effective Date and on the Closing Date as if made on the Closing Date. Seller will indemnify Buyer and its successors and assigns against, and will hold Buyer and its successors and assigns harmless from, any expenses or damages, including reasonable attorneys' fees, which Buyer incurs because of the breach of any of the above representations and warranties, whether such breach is discovered before or after Closing. Seller represents and warrants to Buyer as follows: (a) Authority. Seller's execution, delivery, and performance of this Purchase Agreement does not conflict with or result in a violation of any judgment, order, or decree of any court or arbiter to which Seller is a party, or any agreement by which Seller is bound; this Purchase Agreement is and Seller's Closing Documents will be a valid and binding obligation of Seller, enforceable in accordance with its terms. (b) Title to Property. Seller owns fee title to the Property. (c) Mechanic's Liens. All labor and materials that have been provided to the Property will be fully paid for before to the Closing Date. (d) Compliance with Laws. To the best of Seller's knowledge, the Property and the current use thereof fully complies with all existing local, state, and federal regulations concerning the maintenance and operation of the Property, including zoning, building, health 4.