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Commission provides the Company a title policy from Meridian Title Company (the "Title <br />Company ") showing that no taxes are due and owing on the Property., <br />4. At Closing, the Commission shall provide a title policy (the "Title Policy ") from <br />the Title Company acceptable to the Company insuring the transfer of the Property to the <br />Company in the amount of Twenty -two Thousand and 00 /100 Dollars ($22,000.00). Other than <br />each party's respective attorney's fees, the Commission shall pay all closing expenses and fees, <br />which shall be evidenced by a Closing Statement prepared by the Title Company and signed by <br />the parties hereto or their respective representatives at closing. The parties each represent that no <br />real estate commissions are due and owing to any party with respect to this transaction. <br />5. The Closing shall be held at a mutually agreed upon location and time (herein <br />referred to as the "Closing ") on a date which is not more than thirty (30) days from the date of <br />this Agreement or as otherwise agreed (the "Closing Date "). At Closing: <br />(a) Commission shall deliver to the Company the duly executed and <br />acknowledged quitclaim deed conveying the Property to Company as <br />provided in Paragraph 3. <br />(b) Company shall deliver to the Commission: (i) the cash portion of the <br />Purchase Price; (ii) a Certificate of Incumbency showing the Company has <br />authorized the execution and performance of this Agreement; and (iii) <br />evidence satisfactory to the Commission the Company has performed or is <br />capable of performing the conditions set out in paragraph 6 of this <br />Agreement. <br />(c) Possession shall be delivered at Closing. <br />(d) The parties shall pay all closing costs at Closing in accordance with <br />Section 4 and shall execute a Closing Statement evidencing such fees. <br />6. A. Commission has informed the Company that there exists certain soil and <br />groundwater contamination at the Property to be purchased by Company. <br />(a) The Commission agrees to indemnify, defend and hold harmless the <br />Company, their successors, assigns, lenders and lessees (and their <br />respective partners, officers, directors, employees, affiliates and insurers) <br />from any and all claims, suits, costs, losses, damages, fees and expenses <br />(including reasonable attorneys' fees) resulting from or relating to the <br />presence of contamination existing at the Property as of the date of <br />closing. Notwithstanding the foregoing, the duty to indemnify shall be <br />deemed terminated at such time, if any, that Commission receives and <br />records a covenant - not -to -sue under the Indiana Voluntary Remediation <br />Program, or such other written confirmation or certification from the <br />Indiana Department of Environmental Management ( "IDEM ") under any <br />other applicable State of Indiana program, including without limitation a <br />2 <br />