Nautilus 2000 Annual Report Download - page 83

7.2 Seller's Closing Obligations. At the Closing, Seller shall:
(a)
transfer marketable and indefeasible fee simple interest in the Property to Purchaser by statutory warranty deed, in recordable form in
the jurisdiction where the Property is located, free and clear of all liens and encumbrances, easements, reservations, covenants,
restrictions, rights, conditions and defects except non-delinquent real property taxes or assessments, the standard pre-printed
exceptions in the title policy and those matters disclosed in the Preliminary Title Commitment and the Books and Records approved or
waived by Purchaser as provided in ArticleIII;
(b)
execute, acknowledge and deliver such other agreements, documents and instruments as may be necessary to transfer, convey and
assign to Purchaser all other property rights and assets to be assigned to Purchaser by Seller pursuant to the terms hereof including
without limitation a bill of sale for all personal property;
(c)
deliver to Purchaser satisfactory evidence that all necessary action on the part of Seller has been taken with respect to the execution
and delivery of this Agreement and the consummation of the transaction contemplated hereby so that all of said documents are or will
be validly executed and delivered and binding upon Seller;
(d)
deliver to Purchaser, pursuant to Section1445 of the Internal Revenue Code of 1986, as amended, a non-foreign affidavit, stating that
Seller is not a foreign person and providing Seller's United States taxpayer identification number, and
(e)
deliver to Purchaser such other instruments or documents as may be required pursuant to the provisions hereof or as mutually agreed
by counsel for Seller and Purchaser to be necessary to fully consummate the transaction contemplated hereby.
7.3 Purchaser's Closing Obligations. At the Closing, Purchaser shall:
(a)
deliver to Seller cash or funds readily available in the location set forth in Section2.2 in the amount set forth in Section2.1;
(b)
deliver to Seller satisfactory evidence that all necessary corporate, partnership or other action on the part of Purchaser has been taken
with respect to the execution and delivery of this Agreement and the consummation of the transaction contemplated hereby so that all
of said documents are and will be validly executed and delivered and will be binding upon Purchaser; and
(c)
deliver to Seller such other instruments or documents as may be required pursuant to the terms hereof or mutually agreed by counsel
for Seller and Purchaser to be necessary to fully consummate the transaction contemplated hereby.
7.4 Allocation of Closing Expenses. The cost of closing the transaction shall be allocated between Seller and Purchaser as follows:
(a)
Seller shall pay:
(i)
the premium for the standard owner's Title Policy required by Section6.1,
(ii)
the cost of providing to Purchaser all information to be reviewed and approved by Purchaser pursuant to the terms hereof,
(iii)
one-half of the escrow fees or similar charges of the Title Company,
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