America Online 2010 Annual Report Download - page 162

7.7 Closing Costs. Purchaser and Seller shall pay the following costs associated with the transaction contemplated by this Agreement:
7.7.1 Purchaser's Closing Costs. Purchaser shall pay: (i) all state and county recordation and transfer taxes and clerk's fees due in connection with the
recordation of the Deed (excluding the "grantor's tax" imposed by the Commonwealth of Virginia), (ii) any title search of the Property (including the
Updated Title Commitment), (iii) for the Survey, (iv) all of Purchaser's Investigations of the Property and other due diligence of Purchaser, including
but not limited to, any environmental site assessment of the Property, (v) costs incurred in association with Purchaser's financing of the transaction,
(vi) Purchaser's brokerage fees, legal fees and costs incurred in connection with the contemplated transaction; (vii) Purchaser's share of prorations,
(viii) 50% of the escrow fees, and (ix) to the extent not otherwise called out in this Agreement, closing costs that are customarily paid by purchasers in
real estate transactions.
7.7.2 Seller's Closing Costs. Seller shall pay: (i) the "grantor's tax" imposed by the Commonwealth of Virginia, (ii) Seller's brokerage fees, legal fees
and costs incurred in connection with the contemplated transaction subject to the attorneys fees provision in Section 10.6 below, (iii) Seller's share of
prorations, (iv) 50% of escrow fees, and (v) to the extent not otherwise called out in this Agreement, closing costs that are customarily paid by sellers in
real estate transactions.
7.8 Possession. The rights of possession to the Property shall be delivered to Purchaser on the Closing Date subject to the rights of tenants under the Leases.
7.9 Cooperation. Without further consideration, each party hereto shall execute, acknowledge and deliver to the other party hereto on or after the Closing
Date any and all other instruments or documents, and do and perform any other acts which the other party hereto may reasonably request in order to
consummate the transactions described herein; provided, however, that the party executing such instruments or documents, or doing or performing such other
acts, pursuant to this Section 7.9 shall not be obligated to expend any additional cost or incur any additional liability pursuant to this Section 7.9.
7.10 Delivery in Escrow. The delivery to the Escrow Agent at the Closing of the Purchase Price, the Deed and all other documents and instruments required
to be delivered by either party to the other at the Closing by the terms of this Agreement shall be deemed to be a good and sufficient tender of performance of
the terms hereof.
ARTICLE 8
DEFAULT
8.1 Purchaser Default. If Purchaser fails to close the transaction contemplated hereby when obligated to do so and such failure continues for one
(1) business
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