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5:00 p.m. Central Time on the Contingency Date. If Buyer delivers written notice of termination to Seller on or
<br /> before expiration of the Contingency Date, then this Agreement shall be deemed to be cancelled and terminated,
<br /> without further notice or action required of either party,the Earnest Money on deposit with Title shall be returned 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.If Buyer 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, Closinq Date.The term"Closing"shall mean and refer to the act of settlement of the purchase and sale of the Field Code Changed
<br /> Property,and the delivery of deeds and monies subject to the terms and conditions set forth in this 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 escrow closing. Subject to the fulfillment or waiver of the conditions hereof, and provided that all of the
<br /> covenants,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 of title shall have been established to Buyer's satisfaction in accordance with
<br /> Section 3 of this Agreement, the Closing of the purchase and sale shall take place within thirty(30)days after the
<br /> Contingency Date, or on such earlier date 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 renews a development moratorium or other "interim ordinance" under
<br /> applicable law which has the effect of delaying the issuance of any approvals or permits for all or any portion of Buyer's
<br /> proposed development or construction work, then the time for all performances, payment obligations, and deadline
<br /> dates(including,without limitation,the time for performances or elections by Buyer hereunder,the dates pertaining to
<br /> payment or disbursement 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 of the moratorium.
<br /> 10. Seller's Obligations At Closing.At or prior to the Closing Date,Seller shall:
<br /> 10.1 Delivery of Deed. Deliver to Buyer Seller's duly recordable Warranty Deed (the"Deed")to the Property(in a
<br /> form 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 of Section 1445 of the Internal Revenue Code.
<br /> 10.3 Seller's Affidavit. Deliver to Buyer Title's standard affidavit of Seller in form and content sufficient to allow Title
<br /> to delete the standard exceptions contained in Buyer's Owners Title Insurance 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 a certificate at Closing confirming that the representations and
<br /> warranties set forth in Section 6 of this Agreement are true and correct as of the Closing Date as though made as of
<br /> such date.
<br /> 10.5 Additional Documents. Deliver to Buyer or Title such other documents as may be reasonably required to
<br /> consummate the Closing(including,without limitation,a closing statement and authorizing resolutions of Seller),all in a
<br /> form reasonably satisfactory to Title.
<br /> 10.6 Possession.Deliver exclusive possession of the Property to Buyer on the Closing Date,free of the possessory
<br /> interest of Seller or any tenants, licensees or occupants thereof. Further, all utility services furnished to the Property
<br /> shall be paid by Seller through the Closing Date.
<br /> 11, Buyer's Obligations At Closinq.At Closing, subject to the terms,conditions,and provisions hereof and the Field Code Changed
<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 the
<br /> balance of the Purchase Price to Seller as provided in Section 2 above. Buyer shall also deliver to Seller or Title such
<br /> other documents as may be reasonably required to consummate the Closing (including,without limitation,authorizing
<br /> resolutions of Buyer),all in a form reasonably satisfactory to Title and Seller.
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