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t with the zoning, access, drainage, floodplain designation, wetland areas, acreage and dimensions, and all other features and conditions of the Property which Buyer deems necessary for Buyer to purchase the Property. The "Contingency Date" shall be ninety (90) days after the Effective Date of this Agreement. If any of the foregoing contingencies have not been satisfied (which determination shall be within the Buyer's exclusive discretion) on or before the Contingency Date, then this Agreement may be terminated, at Buyer's option, by written notice from Buyer to Seller. Such notice of termination may be given at any time before Closing. Upon such termination,the Earnest Money shall be immediately returned to Buyer, and following such payment neither party shall have any further rights against or obligations to the other hereunder. All the contingencies set forth in this Agreement are specifically stated and agreed to be for the sole and exclusive benefit of the Buyer and the Buyer shall have the right to unilaterally waive any contingency by written notice to Seller. The costs incurred by the Buyer to determine whether the contingencies have been satisfied shall be paid by the Buyer. 4. Closing. The closing on the purchase and sale contemplated by this Agreement (the "Closing") shall occur on that date which is ten (10) business days after the Contingency Date. The Closing shall take place at the Title Company or such other location as is mutually agreeable to the parties. The Seller agrees to deliver possession of the Property to the Buyer immediately following the Closing. A. Seller's Closing Documents. Upon Closing the Seller shall execute and deliver to Buyer the following(collectively the "Seller's Closing Documents"): i. Deed. A Warranty Deed, in form reasonably satisfactory to Buyer, conveying the Property to Buyer, free and clear of all encumbrances, except for the Permitted Encumbrances hereafter defined. ii. Seller's Affidavit. An Affidavit indicating that on the date of actual Closing there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller or the Property; that there has been no skill, labor or material furnished to the Property for which payment has not been made or for which mechanics' liens could be filed; and that there are no unrecorded contracts, leases, easements, or other agreements or interests relating to the Property, together with whatever standard owner's affidavit and/or indemnity which may be required by the Title Company to issue an Owner's Policy of Title Insurance showing the condition of title required by this Agreement with the standard exceptions waived. iii. Non-Foreign Transferor Certificate. A non-foreign certificate, properly executed and in recordable form,containing such information as is required by IRC Section 1445 (b) (2)and its regulations. 2