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5489135.1 13 <br />through Purchaser or Previous Lessee or any of their respective affiliates, subsidiaries, <br />agencies, departments or instrumentalities, or any employee, agent, representative, officer <br />director, contractor, member, or manager of any of the foregoing; (g) all matters disclosed <br />by any existing title insurance policies or title reports, copies of which have been made <br />available to Purchaser; and (h) all matters shown as printed exceptions in the standard form <br />of owners policy of title insurance to be obtained by Purchaser upon the Closing (the title <br />exceptions whether liens, encumbrances, defects, encroachments or other objections <br />described in clauses (a) through (h), inclusive, of this sentence, collectively, “Permitted <br />Exceptions”). Notwithstanding anything in this Contract to the contrary, Seller shall be <br />obligated to discharge, on or prior to Closing, any of the following to the extent created by <br />or through Seller: (i) any mortgages and deeds of trust encumbering the Property or any <br />monetary encumbrance of title which was created or placed of record by or through the acts <br />or omissions of Seller (but expressly excluding, without limitation, any encumbrance of title <br />which was created or placed of record by or through the acts or omissions of Purchaser or <br />Previous Lessee), and (ii) any mechanics, materialman’s and similar liens arising from any <br />of the Work as defined in the Existing Lease (“Required Cure Items”). <br /> <br />9. Closing. <br /> <br />9.1. Closing Date. The closing of the transaction contemplated hereby (the “Closing”) shall <br />occur by no later than the 90th day after the Effective Date, or on such earlier date as mutually <br />agreed upon by the parties hereto (the “Closing Date”). <br /> <br />9.2. Closing Expenses. <br /> <br />a) Seller’s Expenses. Seller shall pay (i) one-half (1/2) of any escrow or closing charge <br />of the Title Company; (ii) one-half (1/2) of the cost of the standard CLTA coverage <br />portion of the title premium for the Title Policy in the amount of the Purchase Price; <br />(iii) one-half (1/2) of the cost of recording the Deed (as herein defined); (iv) one-half <br />(1/2) of any city or county documentary or transfer taxes payable on account of the <br />conveyance of the Property; and (v) all costs in connection with curing any Required <br />Cure Items, although Seller shall not be responsible or pay for any mechanics, <br />materialman’s and similar liens arising from anything other than the Work as defined <br />in the Existing Lease. <br /> <br />b) Purchaser’s Expenses. Purchaser shall pay (i) one-half (1/2) of any escrow or closing <br />charge of the Title Company; (ii) one-half (1/2) of the cost of the standard CLTA <br />coverage portion of the title premium for the Title Policy in the amount of the Purchase <br />Price; (iii) the cost of the premium for extended coverage portion of the Title Policy <br />along with the costs of any endorsements; (iv) one-half (1/2) of the cost of recording <br />the Deed; - (v) one-half (1/2) of any city or county documentary or transfer taxes <br />payable on account of the conveyance of the Property; and (vi) all costs in connection <br />with curing any mechanics, materialman’s and similar liens arising from anything other <br />than the Work as defined in the Existing Lease. <br /> <br />c) The provisions of this Section 9.2 shall survive the Closing or earlier termination of <br />this Contract. <br /> <br />9.3. Closing Deliveries. <br />EXHIBIT 1