Stamps.com 2011 Annual Report Download - page 87

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9.1.3 Lease Assignment .
Seller shall deliver to Escrow Holder four (4) original counterparts of an
Assignment and Assumption of Leases with respect to the Leases in the form attached hereto as Exhibit D (" Lease Assignment
"), duly
executed by Seller.
9.1.4 General Assignment .
Seller shall deliver to Escrow Holder four (4) original counterparts of a General
Assignment and Bill of Sale in the form attached hereto as Exhibit E (" General Assignment "), duly executed by Seller.
9.1.5 Tenant Notices . A duly executed notice to tenant, in the form attached hereto as Exhibit F
, addressed
to each tenant at the Property (collectively, the " Tenant Notices ").
9.1.6 Other Documents
. Seller shall deliver such other instruments and documents as may be reasonably
requested by the Title Company and/or Escrow Holder (including, without limitation, with respect to Seller's authority).
9.2 Deliveries by Buyer .
At least one (1) business day prior to the Close of Escrow, Buyer shall deposit or cause to
be deposited with Escrow Holder the following:
9.2.1 Funds .
Buyer shall deliver to Escrow Holder all funds necessary to close the Escrow in accordance
with the terms of this Agreement (including, without limitation, the Purchase Price less the Deposit) (as adjusted by the Proration and Expense
Schedule).
9.2.2 Lease Assignment .
Buyer shall deliver to Escrow Holder four (4) original counterparts of the Lease
Assignment duly executed by Buyer.
9.2.3 General Assignment .
Buyer shall deliver to Escrow Holder four (4) original counterparts of the
General Assignment duly executed by Buyer.
9.2.4 Other Documents
. Buyer shall deliver such other instruments and documents as may be reasonably
requested by the Title Company and/or Escrow Holder (including, without limitation, with respect to Buyer's authority).
10. Costs and Expenses
. If the transaction contemplated by this Agreement is consummated, then Seller shall bear the
following costs and expenses: (A) one-
half (½) of Escrow Holder's fees; (B) one hundred percent (100%) of any County and City documentary
transfer taxes in connection with the recording of the Deed (except in connection with any financing obtained by Buyer); (C) the premium for the
standard CLTA portion of the Title Policy in the amount of the Purchase Price; (D) the cost of recording the Deed, (E) the Relocation
Consideration that is earned or payable prior to the Close of Escrow; and (F) Seller's share of prorations. If the transaction contemplated by this
Agreement is consummated, then Buyer shall bear the following costs and expenses: (U) all County and City transfer taxes in connection with
any financing obtained by Buyer; (V) the ALTA portion of title insurance premium for the Title Policy and the cost of any endorsements to the
Title Policy, (W) the cost of any update or recertification to any survey in Seller's possession; (X) one-
half (½) of Escrow Holder's fees; (Y)
Buyer's share of prorations; and (Z) all recording costs (other than the cost of recording the Deed). If, as a result of no fault of Buyer or Seller,
Escrow fails to close, Buyer and Seller shall share equally all of Escrow Holder's fees and charges; however, if the transaction fails to close as
the result of the default of either party, then such defaulting party shall bear all Escrow Holder's fees and expenses. Notwithstanding anything to
the contrary set forth in this Agreement, Buyer shall bear all costs associated with its due diligence inspections regarding the Property; the
provisions of this sentence shall expressly survive the Close of Escrow (and shall not be merged with the Deed) or the earlier termination of this
Agreement. Subject to the provisions of Paragraph 18
below, each party shall bear the cost of its own attorneys and consultants. All other
costs and expenses not expressly allocated herein shall be allocated between Buyer and Seller in accordance with the customary practice of the
City and County for transactions of this type.
8