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12. Seller reserves the right, for itse f~'. ts agents~ employees, successors and assigns, to enter upon the Property, both
<br /> before and after the Closing Date for th~)urp0Se O~,:(1)eng.aging in environmental assessment, inspection, monitoring and
<br /> remediation, including but not limited t° ~e installaUO~t 'oF .~uch facilities and the conduct of such activities as deemed
<br /> necessary or advisable by Seller, in its sOl~idi~lC?e~0r-ni! or;as ~r~e required by governmental authorities having jurisdiction; for a
<br /> period of time required to comply with any',~plica§le e~viro~mi~ntat laws or regulations affecting the Property, and (ii) removing
<br /> from the Property any property and equipment not sold he_reg~der. Except as otherwise provided in this Contract, Seller shall
<br /> not be liable for any damages :to PurCha~dr, direct, oi' i'ndlr~dt, resulting from contamination of the Property existing on the
<br /> Closing Date or for any interruption or inte~eren~eWit~ any b~siness or activities being conducted on the Property, or loss of
<br /> opportunity, or any other loss, damage, co,it or: expensei of any kind whatsoever, caused by or resulting from the condition of
<br /> the Property or the performance of any a~ities autl~.' dZed~,h~erein; provided, however, Seller shall use reasonable efforts to
<br /> minimize such interruption or interferenceii Any~SUC~ entr~ bY Seller shall be preceded by reasonable advance notice to
<br /> Purchaser advising of the date, :time, purp.~-~e and Plads for s~qch entry. Purchaser agrees to cooperate fully with Seller in the
<br /> performance of the activities authorized hi,teln So' as!to:mihi~mize the time and expense to Seller, including the granting of
<br /> access to on-site utilities (e.g., electricity, ~e. wer; and~vatei), if required for such activities, and further agrees that, during the
<br /> period of any assessment or remediaton [activit es by 8eller~ ix)no construction or improvements shall be made upon the
<br /> Property which would impede o¢ restdct aCd,,qss to monitoring W~ells, remediation or monitoring equipment, or to the hydrocarbon
<br /> plume, or which would modify or affect the;~i~e, iecatir0n Or n~tu~re of the plume withoUt the pdor wdtten consent of Seller,-which
<br /> consent shall not be unreasonably withheld~ and (Y) nO ~lasoline, diesel fuel or other motor fuels shall be sold, handled or stored
<br /> on the Proper'by.
<br />
<br /> 13. As further consideration without Which:Seller Would n~ot have entered into this Contract, PurChaser agrees to execute
<br /> and deliver to Seller at closing the Right--of-lEhtry.
<br />
<br /> 14. The "Closing Date" shall be on or~l~efore the ~[rtieth i30th) day after the eadier occurrence of (i) the expiration of the
<br />Due Diligence Period, or (ii) Purchaser detei'~ine.s~lt is ~satlSfl~d with all aspects of the Proper~'. Purchaser shall have the right
<br />to extend the Closing Date for one (1) pedO~ of twenty~e (21i days, upon written notice to Seller, on or before the scheduled
<br />Closing Date. Such extension notice shall;be acC°repented brry!an'additional Five Thousand and No/100 Dollars ($5,000.00) of
<br />non-refundable earnest money, 'and instru~-t~ons to;First American to immediately release the initial earnest money to Seller.
<br />Such additional earnest money, shall be ~.piied :to ~t~e PurChase Pdce at closing. If necessary, closing shall be effected
<br />through escrow with the title insurance C°~any actin~ .as- es~::row agent-for both parties. Seller shall deliver to the escrow
<br />agent: (i) its Quit Claim Deed in substanti~)ly the sa~e fo .n~..iand Substance as Exhibit D annexed hereto ~nd made a part
<br />hereof; (ii)any other documents required ~ereUnder;, ;ahd~(~ii) all customary documents required by the title company not
<br />inconsistent with this Contract. PurChaSer, ~hall' deli¥~r'rt° the escrow agent the balance of the Purchase Price in caSh or
<br />certified funds, the Right-of-Entry, any othe~.'.dOCument~reqUir ~:1 hereunder, and all customary documents required by the title
<br />company not inconsistent with this Contra~ The escr~w agenr~ shall record the Quit.Claim Deed and the Right-of-Entry, shall
<br />deliver to Seller its Settlement Statement, a cashibr~s!~heck [o? the Purchase Price less Seller's expenses and the recorded
<br />Right-of-Entry; and shall deliver to PurchaSer its Settle. merit !;~"tatament, the recorded Quit Claim Deed and the owner's title
<br />insurance policy. Seller shall Pay the fe:d~ forlrec0r~lng th~ Right-of-Entry. Notwithstanding any other provision herein,
<br />Purchaser shall pay the cost of issuing the ~l{le insui'ancecornm~ itment and the premium for any title insurance policy issued in
<br />connection with the transaction Contemplate, ,~ herein, {lie;fees for recording the Quit Claim Deed. Seller and Purchaser each
<br />agree to pay fifty percent (50%) of the escroW fee and any Clo~irig fees charged by the title company.
<br /> ., ~ ~ ~ ,
<br />15. Rents and other current charges, i~ ;any, :shall .be adj~J~,ted pro rata as of date of delivery of deed. General taxes due
<br />and payable in the year of closing shall be p~mrated from Janu'a~ 1st to date of closing. If the amount of such taxes is not then
<br />ascertainable, prorating shall been the bas!~r of the~am'ount df!~the most recent ascertainable taxes. Seller agrees to pay any
<br />and all Federal, State, and local,real estatei?ansfer taX,es, aRd Uocumentary stamp taxes applicable to this transaction. Seller
<br />shall pay all real estate taxes due and payal~lrle in the ye~r~:Prib~to the year of closing. Purchaser shall pay all real estate taxes
<br />and special assessments due and payable iih~the years J, oilowih{j the closing. Purchaser shaJI assume all special assessments,
<br />except that installments of special assessmdnts due and payable in the year of closing shall be prorated to and from the da~e of
<br />closing.
<br />
<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 Ci~tracL Pttrchaser~ represents to Seller that it has engaged n/a
<br />("Purchaser's Broker') as a broker m contraction With .the tra~nsactions contemplated by this Contract. Seller and Purchaser
<br />each represent and warrant to the other that. no commissions or fees are due to any broker or to any other party w~th regard to
<br />this transaction, except as set forth in the ~dmmission~Agreei'n'ent labeled Exhibit C annexed hereto and made a part hereof.
<br />Seller shall indemnify and hold Purchaser h~'rnle~s from and a~ainst any and all I"--"m~'i' 'ia-I~ility to which Purchaser may be subjected
<br />by any broker's, finder's, or similar fee with. ~SPe~ to t~etrad~,actions contemplated by this contract to the extent such fee s
<br />attributable to any action undertaken by or o~il behalf:Of Seller of any affiliate of Seller, including any claim by Seller's Broker or
<br />any employee or agent of Sellerfs Broker. p. urchaser ah.all ~nd_iemmfy and hold Seller harmless from and aga,nst any and a
<br />liability to which Seller may be Subjected b~ reason :of any broker's, finder's, or similar fee with respect to the transactions
<br />contemplated by this Contract to the exten{.such fee ~S attribqtable to any acbon undertaken by or on behalf of Purchaser,
<br />including any claim by Purchaser's Broker orlany emPloyee or agent of Purchaser's Broker. . '
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<br />Page 3- Real Estate Contract
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