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12. Seller reserves the right, for itselff fits agents; empleYees, successors and assigns, to enter upon the Property, both
<br />before and after the Closing Date, for the4)140Se 0 ,(f)"engaging in environmental assessment, inspection, monitoring and
<br />remediation, including but not limited_ to. Ithe .insstalia an 4of Such facilities and the conduct of such activities as deemed
<br />necessary or advisable by Seller, in its sot died t(ori,'otas!eke required by govemmental authorities having.jurisdiction, for a
<br />period of time required to comply with any' 4plioablle envtrdnrhental laws or regulations affecting the Property, and (ii) removing
<br />from the Property any property and equipment not sold:hete rider. Except as otherwise provided in this Contract, Seller shall
<br />not be liable for any damages :to Purchaser, direct. or uidirogt, resulting from contamination of the Property existing on the
<br />Closing Date or for any interruption or into erenbewith any business or activities being conducted on the Property, or loss of
<br />opportunity, or any other loss, damage, co" t or experreej ott.ankind whatsoever, caused by or resulting from the condition of
<br />the Property or the performance of any ac Ivitiea .authnrized'.I erein; provided, however, Seller shall use reasonable efforts to
<br />minimize such interruption or Interference`;. Any=subl)v *obi by Seller shall be preceded by reasonable advance notice to
<br />Purchaser advising of the date,; time, purp; ee andrptarjs for such entry.. Purchaser agrees to cooperate fully with Seller in the -
<br />performance of the activities authorized h fain so:es:lto.-minimize the time and expense to. Seller, including the granting of
<br />access to on -site utilities (e.g., electricity, ,e_eweN and 4vater),liiTequired for such activities, and further agrees that, during the
<br />period of any assessment or remediation tectivitie$ by Seiior,l (x) no construction or • improvements shall be made upon the
<br />Property which would impede or -restrict aca ss to moni oring int�eHs, remediation or monitoring equipment, or to the hydrocarbon
<br />plume, or which would modify or affect the'$ie; I4catjon dr nature of the plume without the prior written consent of Seller,•which
<br />consent shall not be unreasonably withheld; and (y)-no gasoline, diesel fuel or other motor fuels shall be sold, handled or stored
<br />on the Property. : _ :
<br />13. As further consideration without whtch:'Seller would not have entered into this Contract, Purchaser agrees to execute
<br />and deliver to Seller at closing the Right-ofithtry.- -
<br />14. The "Closing Date" shall be on orit.)efore the thirtieth (30th) day after the earlier occurrence of (i) the expiration of the
<br />Due Diligence Period, or (II) Purchaser dete'tninesit is Saba* with all aspects of the Property. Purchaser shall have the_right
<br />to extend the Closing Date for otre (1) perio otwehtypprie.:(21 days, upon written notice to Seller, on or before the scheduled
<br />_f
<br />Closing Date. Such extension notice shall` a arreofnpgnfed b' itan'additional Five Thousand and No/100 Dollars ($5,000.00) of
<br />non-refundable earnest money, and instni ons'to:PfrSt.Arrisrtcan to immediately release the initial earnest money. to Seller.
<br />Such additional earnest money, shall be aliplied -to :tile Pur4liase Price at closing. If necessary, closing shall be effected .
<br />through escrow with the title insurance co any acting .as°-esbrow agent -for both parties. Seller shall deliver to the escrow
<br />agent: (i) its Quit Claim Deed in substantl lly the sortie form land substance as Exhibit D annexed hereto and made a part
<br />hereof; (ii) any other documents required ereunder, =ands:(ili all customary documents required by the title company not
<br />inconsistent with this Contract. Purchaser, .hail deliyar;to th escrow agent the balance of the Purchase Price in cash or
<br />certified funds, the Right -of -Entry, any otheit iocurnenta`required hereunder, and all ,customary documents required by the title
<br />company not inconsistent with this Contradt ' The escrow agent shall record the Quit.Claim Deed and the Right -of -Entry, shall
<br />deliver to Seller its Settlement Statement, a',cashier's:4h ck ro(the Purchase Price less Seller's expenses, and the recorded
<br />Right -of -Entry; and shall deliver to Purcha�{er its; Settleriient !Statement, the recorded Quit Claim Deed and the owner's title
<br />insurance policy. Seller shall pay the fe'eis for. recording. the: Right -of -Entry. Notwithstanding any other provision herein,
<br />Purchaser shall pay the cost of issuing the title insu(anee:corri►ftitment and the premium for any title insurance policy issued in
<br />connection with the transaction contemplate 4 hereif,°ttie fees for recording the Quit Claim Deed, Seller and Purchaser each .
<br />agree to pay fifty percent (50%) of the escrotnf fee and: any ploeririg fees charged by the title company.
<br />15. Rents and other current charges, i any,:shall be adj}ieted pro rata as of date of delivery of deed. - General taxes due
<br />and payable in the year of closing shall be prorated from January 1st to date of closing. If the amount of such taxes is not then
<br />ascertainable, prorating shall bean the basjs.of.thea ount dffthe most recent ascertainable taxes. Seller agrees to pay any
<br />and all Federal, State, and local=teat estateitransfer.ta, es,and documentary stamp taxes applicable to this transaction. Seller
<br />shall pay all real estate taxes due and payal$l6:ln the yegrs:pribrrto the year of closing. Purchaser shall pay all real estate taxes
<br />and special assessments due and payable l .the (years followih the closing. Purchaser shalt assume all special assessments,
<br />except that installments of special assessments due and payable in the year of closing shall be prorated to and from the date of
<br />closing. - • -
<br />16. Seller represents to Purchaser that=it has engaged . , n/a ("Seller's Broker') as a broker in connection with
<br />the transactions contemplated by this- COtract, :.Estirchaseri represents to Seller that it has engaged n/a
<br />("Purchaser's Broker") as a broker in contraction with the transactions contemplated by this Contract. Seller and Purchaser
<br />each represent and warrant to the other that; ho commission's of fees are due to any broker or to any other party with regard to
<br />this transaction, except as set forth in the ipdmmfsstonAgreeir(ent labeled Exhibit C annexed hereto and made a part hereof.
<br />Seller shall indemnify and hold Purchaser tiar(rriless front and against any and all liability to which Purchaser may be subjected
<br />by any broker's, finder's, or similar fee with, tesped to th,etransactions contemplated by -this Contract to the extent such fee is
<br />attributable to any action undertaken by or oft behalfof Seller Or any affiliate of Seller, including any claim by Seller's Broker or
<br />any employee or agent of Seller's Broker, , fturchasershbll.ind mnify and hold, Seller harmless from and against any and all
<br />liability to which Seller may be subjected b :• reason :of.any brfiker's, finder's, or similar fee with respect to the• transactions
<br />contemplated by this Contract to the extent such fee-:i¢ attributable to any action undertaken by or on behalf of Purchaser,
<br />including any claim by Purchaser's Broker orrany employee or sgent of Purchaser's Broker. •
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