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B. Pay or cause the payment of any sum required to be paid by Buyer pursuant to paragraph <br />7 hereof or any other part of this Agreement. <br />C. Pay the Title Insurance premium and'/2 of the closer's fee. <br />D. Prior to the Contingency Date, Buyer and Seller shall negotiate a binding agreement with <br />Seller to include the following, which shall be executed as of the Date of Closing: <br />A construction schedule to include, but not limited to: a date to obtain a building permit, <br />a date to commence construction, and a date to obtain a certificate of occupancy; and <br />b. Buyer agrees to return property to Seller if it fails to obtain a building permit or <br />commence construction by those agreed upon dates; and, <br />Buyer agrees to define and abide by a monetary penalty or such other mechanism to <br />ensure completion of construction if Buyer fails to obtain a certificate of occupancy by <br />the agreed upon date. <br />10. Right to Nominate. Buyer shall have the right to nominate who shall take title and who shall <br />succeed to Buyer's duties and obligations hereunder, and shall further have the right to assign all <br />or any part of the Buyer's rights hereunder; and from and after such nomination or assignment, <br />upon written notice of approval by Seller, whenever in this Agreement a reference is made to <br />Buyer, such reference shall mean that such nominee or assignee shall succeed to all of the rights, <br />duties and obligations of Buyer hereunder. Seller's right of nomination approval, as set forth in <br />the paragraph, shall end once a principal structure has been constructed on the Property and <br />certificate of occupancy has been issued for said principal structure. <br />11. Foreign Investment in Real Property Tax Act of 1980. In the event (i) Seller is a "foreign <br />person" (as defined in Section 1445(f)(3) of the Internal Revenue Code and regulations issued <br />thereunder), (ii) Seller fails or refuses to deliver a non -foreign certification, or (iii) Buyer <br />receives notice from any Seller -transferor's agent or Buyer -transferee's agent (each as defined in <br />Section 1445(d) of the Internal Revenue Code and the regulations issued thereunder) that, or <br />Buyer has actual knowledge that, the required certification that was delivered is false, Buyer <br />shall deduct and withhold from the Purchase Price an amount of money equal to 10% of the <br />Purchase Price or such additional or lesser sum as shall be required by Section 1445 of the <br />Internal Revenue Code or regulations related thereto. In the event of any such withholding, <br />Seller's obligations hereunder, including but not limited to the delivery of title hereunder, shall <br />not be excused or otherwise affected and Buyer shall remit such amount to and file the required <br />form with the Internal Revenue Service. In the event of any claimed over -withholding Seller <br />shall be limited solely to an action against the Internal Revenue Service for refund, and Seller <br />hereby waives any right of action against Buyer on account of such withholding. The provisions <br />of this paragraph shall survive the Closing. <br />12. Remedies. <br />A. In the event Seller shall fail to consummate the sale of the Property for any reason except <br />the default of Buyer, as otherwise stated in paragraphs 9 and 10, or related to its <br />CORE/3527692.0002/180417462.2 <br />