2008-036 - Laserfiche WebLink

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Purchaser' s funds required hereunder by 12: 00 noon on the Closing Date in accordance with the foregoing sentence , then Purchaser shall pay to Seller one ( 1 ) day's interest on the balance of the Purchase Price at the then current prime rate (as quoted in The Wall Street Journal) for each and every day that the balance of the Purchase Price is not timely received as set forth above; provided, however, that if the balance of the Purchase Price is not received by Seller as aforesaid within the next business day after the scheduled Closing Date, then at the option of Seller the Closing shall be deemed not to have occurred and the same shall be considered a default by Purchaser hereunder. The foregoing interest obligation shall be cumulative of and in addition to Seller's other rights and remedies under this Agreement and at law or in equity. 6. 5 . Postponement of Closine Date. Notwithstanding anything herein to the contrary (and irrespective of whether either party has provided the other with any notice for Closing under Section 6. 1 [Date and Place of Closing]) , Seller shall have the right, in its sole and absolute discretion and upon at least five (5) days advance written notice to Purchaser, to postpone the Closing Date for the convenience of Seller, up to a maximum of ninety (90) days . 6. 6. Costs of Closing. Each party is responsible for paying the legal fees of its counsel in negotiating, preparing, and closing the transaction contemplated by this Agreement. The cost of the Title Policy shall be paid by Seller as provided in Section 5 .5 (Title Policy) above and the cost of the Survey should be paid by Purchaser as provided under Section 5 .6 (Survey) above. Seller is responsible for paying any Florida documentary taxes payable in connection with the conveyance of the Property. All other escrow fees, transfer taxes, sales taxes , recording fees and other expenses incurred in connection with the Closing under this Agreement shall be paid by and the sole responsibility of Purchaser. 6.7. Prorations and Adjustments at Closing. Notwithstanding anything to the contrary contained in this Agreement or applicable law, the Provisions of this Section 6. 7 shall survive the Closing. All obligations with respect to the Property that are attributable to days preceding the Closing Date shall be allocated to Seller, and all obligations attributable to days from and after the Closing Date (including the Closing Date) shall be allocated to Purchaser. Seller and Purchaser shall cooperate in good faith after Closing for the purpose of making any further adjustments to Closing prorations that may be necessary or appropriate. Without limitation upon the foregoing, the following items shall be adjusted or prorated between Seller and Purchaser as set forth below : 6. 7. 1 . Ad valorem taxes relating to the Property for the calendar year in which the Closing occurs shall be prorated between Seller and Purchaser as of the Closing Date based upon taxes actually paid by Seller if Seller has paid such taxes prior to Closing, and otherwise upon the ad valorem taxes for the year of Closing. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the Property for the calendar year immediately preceding the calendar year in which the Closing occurs . All other assessments affecting the Property, if any, assessed prior to Closing, shall be prorated as of the Closing Date and any remaining obligations related thereto assumed to Purchaser; and 6.7 .2. All other expenses relating to the Property, including, without limitation, public utility charges, maintenance and other charges, shall be prorated at the Closing effective as of the Closing Date based upon the best available information. January 8, 2009