Agenda - Economic Development Authority - 02/05/2015

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all persons, whether employees or otherwise, and all property from and connected to the Premises. Seller agrees to keep the Premises continually insured during the term of this Agreement under a policies of (i) commercial general liability insurance with policy limits of not less than $1,000,000 per incident, and (ii) fire, hazard and all risk property insurance in amount equal to one hundred percent (100 %) of the replacement value of the Improvements. Until the closing, Seller shall have the full responsibility for the continued operation, maintenance and repair of the Premises, normal wear and tear excluded. 49-.17. CONDEMNATION. If, prior to the closing, the Premises shall be the subject of an action in eminent domain or a proposed taking by a governmental authority, whether temporary or permanent, Buyer, at its sole discretion, shall have the right to terminate this Agreement upon written notice to Seller without liability on its part by so notifying Seller and the Earnest Money (with ant accrued interest) shall be refunded to Buyer. If Buyer does not exercise its right of termination, (i) any and all proceeds arising out of any such eminent domain or taking shall be held in trust by Seller for the benefit of Buyer and paid to Buyer at closing; and (ii) the "Premises" shall thereafter be defined to mean the Premises less the portion taken by eminent domain or condemnation. In no event shall the Purchase Price be increased by the amount of any such proceeds. 2 &18. CASUALTY. If, prior to the closing, the Premises or the Improvements are materially damaged or destroyed, Buyer, at its sole discretion, shall have the right to terminate this Agreement upon written notice to Seller without liability on its part by so notifying Seller and the Earnest Money (with any accrued interest) shall be refunded to Buyer. If the Premises or Improvements are not materially damaged or destroyed or Buyer does not exercise its right of termination, Seller shall proceed forthwith to repair the damage to the Premises and Improvements and any and all proceeds arising out of such damage or destruction, if the same be insured, shall be held in trust by Seller for the benefit of such repair. In no event shall the Purchase Price be increased by the amount of any such proceeds. The words "materially damaged or destroyed" for the purposes of this Section 19 shall mean the Premises incurs damage in excess of $50,000.00 and said damage cannot be repaired on or prior to closing. 2419. AS IS PURCHASE. Buyer acknowledges that the Premises being purchased by Buyer, together with the other improvements, fixtures, appliances and other items of Personal Property that will remain with the Premises are not new, and are being purchased "AS IS." Buyer has the right and duty to inspect the Premises and Personal Property being purchased with the Premises, or have them inspected by a person of Buyer's choice, at Buyer's expense. It is understood by the Buyer that the Buyer accepts the Premises and Personal Property "AS IS" without any Representations or Warranties by the Seller except as expressly stated in this Agreement. Except as expressly provided in this Agreement, the Seller shall have no further responsibility or liability with respect to the condition of the Premises or Personal Property being sold with the Premises. This provision shall survive the delivery of the General Warranty Deed at Closing. 2 20. DISCLOSURE. This paragraph intentionally omitted 2 21. INVENTORY. This paragraph intentionally omitted. Page 7 of 16