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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 Tide shall be returned to
<br />Buyer and Buyer and Seger 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 />than 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{efundable to Buyer.
<br />8. 09shm Date. The term "Closing" shall mean and refer to the act of settlement of the purchase and sale of the
<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 dosing. 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 tide 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 Buyet's
<br />proposed development or construction work, then the time for all performances, payment obligations, and deadline
<br />dates (including, without Imitation, 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. $ettler's Obligations At Closing. At or prior to the Closing Date, Seger shall:
<br />10.1 Delivery of_Deed Deliver to Buyer Seller's duty 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 Seiler 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, (ti) liens for labor, materials, or services, and (In) unrecorded easements or other instruments.
<br />10A 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 />10.6 AddWMl Documents. Deliver to Buyer or Title such other documents as may be reasonably required to
<br />consummate the Closing (inducting, without limitation, a dosing statement and authorizing resolutions; of Serer), all in a
<br />form reasonably sadafad" 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 fumished to the Property
<br />shall be paid by Seller through the Closing Date.
<br />11. Buvar's Obligations At Closing. At Closing, subject to the terms, conditions, and provisions hereof and the
<br />pelfiorrnance by Serer 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 Borth on the dosing statement, and Buyer shall deliver the
<br />balance of the Purchase Price to Seller as provided in Section 2 above. Buyer shag also deliver to Seger 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 Seger.
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