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9b. Attachment C the Property prior to closing. The Buyer may inspect the Property immediatelypriorto closing in order to ensure that removal of all debris and personal property has been completed. Escrow. (e) In the event that removal of debris and personal property has not been completed bytheSeller at closing, the Buyer may require that funds be retained from the purchase price for the Property as an escrow for payment of the estimated cost of debris and personal property removal and disposal charges. The Buyer may also require that funds be retained from the purchase price for payment of utility charges. The retained amount(s), less deductions provided for this in paragraph 8, will be delivered to the Seller no later than 60 days following the Closing Date or delivery of possession, whichever is later. Said funds shall be held by Kennedy & Graven, Chartered, as Escrow Agent, pursuant to the terms of the Escrow Agreement attached here as Exhibit B. The provisions of this paragraph shall not merge with the deed andshall survive closing on the Property. Amounts Due. (f) The Buyer’s ability to deduct amounts due under this paragraph from the retained escrow is not exclusive but is in addition to the Buyer’s rights at law and equity to collect such amounts from the Seller. The Seller is responsible for the amounts due under this paragraph even if: (i) the Buyer neglects to deduct the amount from escrow; or (ii) the escrowed amount is insufficient to pay all amounts due under this paragraph 8. Seller Warranties. 9.The Seller hereby represents and warrants to the Buyer as of the Closing Date that: Title. (a)The Seller has good, indefeasible and marketable fee simple title to the Property. Condemnation. (b)There is no pending or, to the actual knowledge of the Seller, threatened condemnation or similar proceeding affecting the Property or any portion thereof, and the Seller has no actual knowledge that any such action is contemplated. Defects. (c)The Seller is not aware of any latent or patent defects in the Property, such as sinkholes, weak soils, unrecorded easements and restrictions. Legal Compliance. (d)The Seller has complied with all applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to and affecting the Property and the Seller shall continue to comply with such laws, ordinances, regulations, statutes, rules and restrictions. Legal Capacity. (e)The Seller has the legal capacity to enter into this Agreement. The Seller has not filed, voluntarily or involuntarily, for bankruptcy relief within the last year under the United States Bankruptcy Code, nor has any petition for bankruptcy or receivership been filed against the Seller within the last year. Sewer and Water. (f)The Seller warrants that the Property is connected to City sewer andCity water.