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<br />( <br /> <br />12.2 Performance of Agreement. Seller has performed all obligations and agreements <br />and conditions contained in this Agreement on Seller's part to be performed or <br />complied with at or prior to the Closing Date. <br /> <br />. <br /> <br />12.3 Environmental Audit. Purchaser's receipt of an Environmental Audit indicating <br />that the Real Property is free of hazardous substances except as noted in Section <br />7.9 hereof, and can be used for the purposes intended by the Purchaser. <br /> <br />If the contingencies set forth in Sections 12.1 and 12.2 are not satisfied, Purchaser <br />shall have the right to terminate this Agreement by giving written notice of termination to Seller <br />on or before the Closing Date and this Agreement shall be null and void; neither party shall <br />have any further rights, obligations, or liability hereunder; and the earnest money shall be <br />refunded to Purchaser. If the contingency set forth in Section 12.3 is not satisfied, Purchaser <br />shall have the right to terminate this Agreement by giving written notice of termination to Seller <br />on or before the Closing Date and this Agreement shall be null and void; neither party shall <br />have any further rights, obligations, or liability hereunder. <br /> <br />13. Risk of Loss. Risk of loss to the Real Property, Business Equipment and Black <br />Dirt prior to the time of closing shall remain in Seller. In the event that, prior to the time of <br />closing, the Real Property, or any material interest therein, or any material portion thereof, is <br />damaged or destroyed, Purchaser may, at its option, terminate this Agreement by written notice <br />to Seller whereupon this Agreement shall be null and void and neither party shall have any <br />further rights, obligations, or liability hereunder. In the event of destruction or any damage to <br />the Real Property, or any interest therein, or any portion thereof, Seller agrees to fully inform <br />Purchaser regarding any insurance providing coverage with respect thereto or insurance <br />proceeds recoverable on account thereof, and Seller shall, if this Agreement is not terminated <br />on account thereof, assign to Purchaser its rights to any such insurance proceeds. <br /> <br />. <br /> <br />14. Information. Seller agrees that it will, on or before the Closing Date, deliver to <br />Purchaser all of its files relative to the maintenance and operation of the Real Property. Seller's <br />obligations under this paragraph shall continue beyond the Closing Date and Seller shall at any <br />time and from time to time furnish Purchaser with any information within the control of Seller <br />reasonably requested by Purchaser and pertaining to the ownership, operation and <br />maintenance of the Real Property, Business Equipment and Black Dirt. <br /> <br />15. Indemnity. Seller warrants and represents that it will indemnify and save <br />Purchaser harmless from any loss, cost, or expense suffered or incurred by Purchaser, including <br />reasonable attorneys' fees, arising out of, related to, or in any way connected with, a breach by <br />Seller of its obligations, warranties, representations or agreements under this Agreement. <br />Purchaser warrants and represents that it will indemnify and save Seller harmless from any <br />loss, cost, or expense suffered or incurred by Seller, including reasonable attorneys' fees, arising <br />out of, related to, or in any way connected with, a breach by Purchaser of its obligations, <br />warranties, representations or agreements under this Agreement. <br /> <br />. <br /> <br />8 <br />