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~ .. 5.3.3 The closing statement, signed by the City; 5.3.4 A counterpart of the License Assignment executed by the City; 5.3.5 The Note, executed by the City; 5.3.6 The Deed of Trust, executed by the City; 5.3.7 All other documents the City is required to deliver pursuant to the provisions of this Agreement or pursuant to normal and customary Virginia real estate practices to consummate the transactions contemplated herein. 5.3.8 Closing Expenses. At Closing, Seller shall pay the statutory "grantor's tax" required to be paid as to the Deed and all costs regarding the satisfaction and discharge of any liens or encumbrances required to be discharged to deliver marketable title to the City, and the City shall pay the remaining recordation taxes and costs required to be paid as to the Deed and the Deed of Trust, and the cost ofthe title commitment, the title policy, the survey and recording fees. Both the City and Seller shall be responsible for their own attorney's fees and any costs required to comply with the terms of this Agreement. ARTICLE VI: TITLE 6.1 Title Insurance. Within sixty days of the Effective Date, the City shall obtain (and provide Seller with a copy of) a title insurance commitment agreeing to issue to City, upon recording of the Deed, a standard AL T A owner's title insurance policy from a title insurance company acceptable to the City in an amount equal to the Total Courthouse Cost, subject only to taxes for the year of Closing and subsequent years, pre-printed standard exceptions and the Permitted Encumbrances, as defined below. The cost of the title policy shall be borne by the City. 6.2 Title Obiections. If the title commitment or any update thereto shall disclose the existence of any liens, encumbrances or other defects or exceptions other than pre-printed standard exceptions, then the City shall give Seller written notice (i) as to matters disclosed in the title commitment, within ten business days of City's receipt of the title commitment, and (ii) as to matters disclosed in any such update to the title commitment, within five business days after the City's receipt of such update, specifying any new title matters which City finds objectionable, if any. The City hereby waives any right the City may have to raise as an objection to title or as a ground for City's refusal to close this transaction, any new title matters which City does not list as an objection in a timely delivered City's title notice, such new title matters thereafter being deemed to be permitted encumbrances. Seller shall have up to the closing date to cure such objections. In the event Seller elects not to cure all of the objections by the closing date or otherwise arrange for title insurance reasonably acceptable to the City insuring against enforcement of such objections against, or collection of same out of, the Property, the City shall have only the right (i) to terminate this Agreement by giving written notice thereof to Seller within ten Business Days after receiving -14- Draft #4.1