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10.CLOSING <br />A.Timing of Closing. Unless this Agreement is earlier terminated, the Closing shall <br />be held at the office of the Title Company, and the Closing Date shall be a mutually agreeable date <br />not later than thirty (30) days after the end of the Due Diligence Period. <br />B.Closing Procedure. <br />(i)At Closing, Buyer shall deliver the Purchase Price to Seller, conditioned on <br />Seller’s delivery of the Special Warranty Deed, in the form attached hereto as Exhibit B, <br />conveying the Property to Buyer, free and clear of all liens, encumbrances, title defects, and <br />exceptions other than Permitted Encumbrances, and the Title Company’s delivery of the <br />marked-up copy of the Title Commitment (or pro forma policy) to Buyer in accordance with <br />Section 8 above. <br />(ii)Possession of the Property shall be delivered to the Buyer at Closing, in the <br />same condition as it existed on the Contract Date, ordinary wear and tear and casualty <br />excepted. <br />C.Closing Costs. Buyer shall pay all of the Title Company’s closing and/or document <br />preparation fees and all recordation costs associated with the transaction contemplated in this <br />Agreement. <br />11.ACCEPTANCE OF PROPERTY AS-IS <br />Buyer agrees to purchase the Property “as-is, where-is” and without any representations or <br />warranties by Seller as to the condition of the Property or its fitness for any particular use or <br />purpose. Seller offers no such representation or warranty as to condition or fitness, and nothing in <br />this Agreement will be construed to constitute such a representation or warranty as to condition or <br />fitness. <br />12.TAXES <br />Prior to Closing, Seller will pay all real property taxes accrued on or before the Closing Date, if any. <br />Buyer will have no liability for any amount of real property taxes accrued before the Closing Date on <br />the Property. <br />13.REMEDIES <br />Upon any default in or breach of this Agreement by either Party, the defaulting Party will proceed <br />immediately to cure or remedy such default within thirty (30) days after receipt of written notice <br />of such default or breach from the non-defaulting Party, or, if the nature of the default or breach is <br />such that it cannot be cured within thirty (30) days, the defaulting Party will diligently pursue and <br />prosecute to completion an appropriate cure within a reasonable time. In the event of a default or <br />breach that remains uncured for longer than the period stated in the foregoing sentence, the non- <br />defaulting Party may terminate this Agreement, commence legal proceedings, including an action <br />for specific performance, or pursue any other remedy available at law or in equity. All the Parties’