03 - Purchase Agreement - Lonesome Cottage

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shall cooperate with Buyer in any proceedings, whether before federal, state or local governmental units or agencies. 7.3 Hold Harmless. Buyer hereby agrees to hold Seller harmless from liabilities that may arise out of Buyer's presence on the Property prior to the Date of Closing. 8. Conditions Precedent to Closing by Buyer. The obligation of Buyer to close this transaction, at the option of Buyer, shall be subject to Buyer being satisfied each of the following conditions precedent: 8.1 Seller's Compliance. As of the Date of Closing, Seller shall have fully complied with and performed the covenants, undertakings, conditions and agreements on its part required by the terms hereof. 8.2 Title Acceptable. Buyer shall have determined that title to the Property, is in accordance with this Agreement, free from all encumbrances, except for Permitted Encumbrances accepted by Buyer, and that the Survey of the Property reveals no encroachments, easements, lack of acceptable access or any other condition unacceptable to Buyer. 8.3 Financing. Buyer shall have obtained financing for the within transaction on terms and conditions acceptable to Buyer. 8.4 Permits. Buyer shall have obtained approval granting and issuance of all required easements, licenses and permits (including but not limited to conditional or special use permits), plats or replats execution and recording of all necessary and appropriate documents and instruments and satisfaction of all such other requirements as may be applicable or imposed by all governmental authorities and agencies, federal, state and local, with jurisdiction on the Property and acceptable parking and freestanding signage at the Property. Buyer shall obtain a conditional use permit prior to closing. Seller and Buyer agree the permit fees, including the conditional use permit, shall not exceed One thousand and No/100 dollars ($1000.00). 9. Taxes and Prorations. On the Date of Closing the following proration shall be made: 9.1 Prior Real Estate Taxes. On or before the Date of Closing, Seller shall pay all real estate taxes due and payable in all years prior to the year of Closing. 9.2 Current Real Estate Taxes. All real estate taxes due and payable in the year of Closing shall be prorated as of the Date of Closing. 9.3 Assessments. Seller shall pay all charges for improvements or services already made to or which benefit the Premises and all assessments whether levied or pending as of the Closing Date including the installments of special assessments due and payable in prior years, the year of Closing. For purposes of this Agreement, a "pending" special assessment means any work or project which, as of the Date of Closing, has been directed or authorized by any governmental authority, the cost of which will be, but has not yet been certified to and included in the real property taxes payable with respect to the Premises. 4