6C(11) Real Estate Donation Agreement (Ivy Tech)

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Section 6. Taxes. Donor and Donee both acknowledge that the Property is currently exempt fi-om taxation pursuant to IC 36-7-14-37 and should continue to be so after the Property is transferred from Donor to Donee. Section 7. Conditions Precedent. Donee's duties and obligations under this Agreement are contingent upon the following conditions precedent: (1) Donee must be able to secure, at Donee's expense and from a title insurance company acceptable to Donee, a commitment for an ALTA Owner's Policy of Title Insurance in an amount acceptable to Donee under which the title insurance company agrees to insure marketable title subject only to such exceptions as are permitted by this Agreement. (2) Before June 30, 2010, acceptance of Donor's gift of the Property is recommended by the Audit and Administrative Policies Committee of the Foundation and approved by the President of the Foundation. Section 8. Time and Place of Closing. The closing of the transaction shall take place at a time and place mutually acceptable to Donor and Donee. The transaction shall be closed by the title insurance company that issues the commitment referred to in subdivision (1) of Section 7 of this Agreement. Donee shall pay the title inslu-ance company's fee for closing the transaction and all other closing related expenses. Section 9. Possession. (a) Except as otherwise provided in subsection (b), Donor shall deliver possession of the Property to Donee at closing free and clear of any rights of other persons to occupy or use the Property. (b) Donee understands that the Donor and Habitat for Humanity of St. Joseph County, Inc., the former owner of the Property and referred to as "Habitat" in this Agreement. have entered into that certain Purchase Agreement dated April 23, 2010 by which the Property was conveyed from Habitat to the Donor (referred to as the "Habitat Agreement" in this Agreement). set forth in it entirety as "EXHIBIT B" hereto. Pursuant to the Habitat Agreement, Habitat retained the right to occupy and use the building located on the Property until November 1, 2010. Donee acknowledges that it will honor the Habitat Agreement and permit Habitat to use and occupy the building until November 1, 2010 or until Habitat notifies Donee that Habitat has vacated the building. whichever is earlier. Donee, for itself and its assigns, waives the right of possession of the building from and after the date of closing to November 1, 2010. During the time period after the transaction between Donor and Donee is closed and before November 1, 2010, Habitat shall not be required to pay any rent for its use and occupancy of the building. However, Habitat ~~-ill be required to pay all expenses related to its continued use and occupancy of the building, including but not limited to utility fees, the cost of maintaining and repairing the interior of the building, and the cost keeping the interior of the building in a clean and sanitary condition. Section 10. Additional Terms. (a) All the terms and conditions of this Agreement are hereby made binding on the successors and permitted assigns of both parties hereto. 2