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limitation, claims, suits or proceedings brought under any <br />Environmental Laws). <br /> <br /> Section 5. Time of Essence. <br />in this Agreement. <br /> <br />Time shall be of the essence <br /> <br />Section 6. Events of Closing of Acquisition. <br /> <br /> (a) At Closing, Developer sh~ll execute and deliver to <br />Commission a general warranty deed for the Acquired Property free <br />and clear of all claims, liens, encumbrances, tenancies, leases <br />and defects, excepting only zoning ordinances, recorded <br />easements, rights-of-way of record, and deed restrictions <br />acceptable to Commission. Developer shall also execute and <br />deliver an Affidavit in customary form, stating that, without <br />limitation, there are no liens, judgments, claims or bankruptcies <br />affecting the Acquired Property, and Developer shall execute such <br />other instruments as the Title Company shall reasonably Pequire. <br />Developer shall deliver possession of the Acquired Property to <br />Commission at Closing. <br /> <br /> (b) At Closing, Commission shall deliver to Developer <br />the Purchase Price, subject to the adjustments herein provided, <br />by cash or cashier's check. <br /> <br /> (c) Developer shall also reimburse the Commission and <br />the City, by cash or cashier's check, for ~ny and all expenses <br />incurred by them (including, without limitation, legal fees and <br />expenses, publication costs and other out-of-pocket expenses) in <br />connection with the preparation of this Agreement and the <br />consummation of the transactions contemplated hereby, including, <br />without limitation, the satisfaction of Commission's conditions <br />precedent to Closing. <br /> <br /> (d) Developer shall also execute and deliver to the <br />Commission an Easement Deed granting an easement across the <br />Property necessary to give the Acquired Property a perpetual <br />right of ~ccess to Olive Boulevard, which Easement Deed shall be <br />in form and substance acceptable to the Commission and its <br />counsel. <br /> <br /> (e) Developer and Commission shall also execute and <br />deliver such additional documents as may be necessary at Closing <br />or thereafter to conclude the transaction contemplated by this <br />Agreement. <br /> <br /> Section 7. Real Estate Brokers and Commissions. Developer <br />and Commission hereby state and warrant to one another that <br />neither of them have dealt with any real estate broker, agent or <br />salesperson in connection with the purchase and sale of the <br />Property. Developer and Commission each shall indemnify and hold <br /> <br />STL-6313 <br /> <br />-- 6 -- <br /> <br /> <br />