Township Council Meeting — Agenda

M. all master and duplicate keys to all locks for the Property which are in Seller's possession; and N. such other documents as may be reasonably requested by Buyer or its title company to carry out the intent of this Agreement. At Closing, Seller shall deliver to Buyer possession of the Property free and clear of the rights of, or possession by, any party, and not subject to any tenancies or leases. In addition, the Property shall be delivered in broom-cleaned condition, free and clear of all trash, debris, equipment and furniture. 9. Buyer’s Closing Deliveries. At Closing, Buyer shall execute and deliver to Seller the following: A. the Purchase Price as required by Section 2; B. a closing statement; C. Township resolution approving this transaction and authorizing officers of the Township to take such acts and to execute and deliver such documents as are needed to effectuate same; D. such other documents as may be reasonably requested by Seller to carry out the intent of this Agreement. 10. Proration, Adjustments; Realty Transfer Tax. The following adjustments are to be made at the Closing as of the end of the Closing Date: (i) Property taxes on the basis of the fiscal year for which assessed; (ii) water charges; (iii) sewer rents; (iv) gas; (v) electric; (vi) fuel (at the Seller’s cost therefor); and (vii) any other items which shall be appropriate for adjustment under local closing standards and practices. If the Closing Date shall occur before a tax rate is fixed, the apportionment of Property taxes shall be made upon the basis of the tax rate for the immediately preceding year applied to the latest assessed valuation of the Property. Special assessments for public improvements, whether confirmed or unconfirmed, which have been commenced as of the date of this Agreement, are to be paid in full by the Seller. Any assessment which has been commenced or completed and is payable in installments is to be paid by the Seller. Seller and Buyer shall share all escrow fees charged by the title company equally. 11. Inability to Convey Title; Other Seller Defaults. If Seller is unable to convey good and marketable title to the Property to Buyer and such as will be

ed by the title company equally. 11. Inability to Convey Title; Other Seller Defaults. If Seller is unable to convey good and marketable title to the Property to Buyer and such as will be insured by any reputable title insurance company at regular rates as required by the terms of Section 4 above, Buyer shall have the option of (a) taking such title as Seller can give without abatement of the Purchase Price, except that any existing liens, judgments or encumbrances which can be removed by the payment of money shall be paid and discharged by Seller at or prior to Closing, or (b) terminating this Agreement, in which event this Agreement shall become null and void, and neither party shall have any further rights or obligations hereunder. Should Seller violate or fail to fulfill and perform any of the other terms and conditions of this Agreement required to be performed by Seller, Buyer shall have all remedies available to it at law or in equity, including, without limitation, the right to bring a suit to compel specific performance of Seller’s obligations hereunder. 6 #13069278.1 #13244508.1