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before expirationofthe Contingency Date, then this Agreement shall bedeemed to be cancelled and terminated,
<br /> without further notice or action required of either party, the Earnest Money on deposit with Title shall bereturned tO
<br /> Buyer and Buyer and Seller shall thereafter be released from any liability or obligation hereunder,- provided,
<br /> however. that Buyer's indemnification obligations under Section 4.2 of this Agreement shall survive such
<br /> termination. |fBuyer does not deliver written notice to terminate to Seller prior to expiration of the Contingency Date,
<br /> then Buyer shall have no further right to terminate this Agreement pursuant to this Section 8^ and except as
<br /> otherwise provided herein, the Earnest Money shall become non-refundable to Buyer.
<br /> 9. .The term ^C|osing" shall mean and refer tnthe act ufsettlement ofthe purchase and sale of the
<br /> Property, and the delivery of deeds and monies subject to the terms and conditions set forth imthis Agreement. Closing
<br /> shall be held at the offices of Title, or at such other place as Seller and Buyer may mutually determine, including by
<br /> means of an aGCmow o|uo|m8. Subject to the fulfillment o[ waiver mfthe conditions hereof, and provided that all of the
<br /> oovenamto, representations and warranties of Seller are true and correct on the Closing Date as though made on such
<br /> date and the status and marketability oftitle shall have been established to Buyer's satisfaction in accordance with
<br /> Section 3 of this Agreement, the Closing of the purchase and ao|e shall take place within thirty (30) days after the
<br /> Contingency Da&e, or on such earlier data as specified by Buyer by written notice to Seller (the !"Closing Date"),
<br /> Notwithstanding anything herein to the contrary, if prior to the Closing, the municipality or local governmental authority
<br /> in which the Property is located enacts or ranmme a development moratorium or other "interim onUimamoa" under
<br /> applicable law which has the effect ofdelaying the issuance cf any approvals orpermits for all wrany portion ofBuyers
<br /> proposed development orconstruction vvork, then the time for all perfmrmenoes, paymemtob|igiaUo�ns, and deadline
<br /> dates (including, without limitation, the time for performances or elections by Buyer hereunder, the dates pertaining to
<br /> payment ordisbursement of any Earnest Money or pertaining to any Earnest Money becoming non-refundable, and
<br /> Closing Date), shall automatically be extended by a period of time equal to the length oYthe moratorium.
<br /> 10. .AtDrphortothe Closing Date, SeUershalt
<br /> 10.11! Delivery of Deed, Deliver to Buyer Seller's duly recordable Warranty Deed (the ''Oeed") hzthe Property (in a
<br /> hJnn reasonably satisfactory to Buyer) conveying to Buyer marketable fee simple title to the Property and all
<br /> easements, tenements, hereditaments, and appurtenances belong thereto.
<br /> 10.2 FIRPTA Affidavit. Deliver to Buyer Title's standard affidavit of Seller confirming that Seller is not a "foreign
<br /> person"within the meaning ofSection 144Gofthe Internal Revenue Code,
<br /> 10.3 . Deliver to Buyer Title's standard affidavit of Seller in form and content sufficient to akUoxv Title
<br /> to delete the standard exceptions contained in Buyer's Owners Title |maumgnoe Policy relative to (i) parties in
<br /> possession, (ii) liens for labor, materials, or services, and (iii) unrecorded easements or other instruments.
<br /> 10.4 Bring Down Certificate. Deliver to Buyer o certificate at Closing confirming that the representations and
<br /> warranties set forth in Section 6 mfthis Agreement are true and correct as of the C|maimQ Dabs as though made as of
<br /> such date.
<br /> 10.5 Additional Documents, Deliver to Buyer orTitle such other documents as may be reasonably naqminmd to
<br /> consummate the Closing (imc|uding:, without limitation, aclosing statement and authorizing resolutions ofSo||eh. all ina
<br /> form measonaNyomMsfactoryto Title.
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<br /> %6 Possession. DeUvar exclusive possession mfthe Property toBuyer OMthe Closing Date, free ofthe possessory
<br /> interest ofSeller orany tenants, licensees or occupants thereof, Further, all utility oemimaa furnished to the Property
<br /> shall be paid hySeller through the Closing Dake,
<br /> 11. subject to the ternns, oondit|mns,, and provisions hereof and U)e
<br /> performance by Seller of its obligations as set forth herein, the Earnest Money shall be credited against the Purchase
<br /> Price and shall be released from escrow to Seller as set forth on the closing statement, and Buyer shall deliver tile
<br /> balance of the Purchase Price to Seller,as provided in Section 2 above. Buyer shall also deliver to Seller o[Title such
<br /> other documents as maybe reasonably required to consummate the Closing (including, without limitation, authorizing
<br /> resolutions of Buyer), all in a form reasonably satisfactory to Title and Seller.
<br /> 12. Closina Costs.ThefoUowiogoostoendempenmosmha|Ubepaidaefo||owainoonneoUnmvvitMthe Closing.-
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