Redevelopment Commission Agenda & Packet 02.12.26 - Revised

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5 (2) The possession of the Property shall be delivered to the Commission at Closing, in substantially the same condition as it exists on the Effective Date, ordinary wear and tear and casualty excepted. C. Closing Costs. The Commission shall pay the Title Company’s closing fee and all recordation costs associated with the transaction contemplated in this Agreement. D. Personal Property. Any personal property remaining at the Property after Closing will be deemed to be abandoned by the Owner, and the Commission, in its sole discretion, may choose to exercise possession of and control over any such personal property. E. The Owner’s Due Diligence. The Owner acknowledges that the Owner has conducted its own due diligence and waives any right that the Owner may have to an appraisal or to contest or challenge the donation conveyed under this Agreement. 8. ACCEPTANCE OF PROPERTY “AS-IS” Except as otherwise set forth herein, the Commission agrees the Property will be conveyed “as-is, where-is” and without any representations or warranties by the Owner as to the condition of the Property or its fitness for any particular use or purpose. The Owner offers no such representation or warranty as to condition or fitness, and nothing in this Agreement shall be construed to constitute such a representation or warranty as to condition or fitness. 9. TAXES The Owner shall be responsible for all taxes related to the Property accruing through the Closing Date, if any, even if such taxes are not yet due and payable. The Commission, or the Commission’s successors and assigns, shall be liable for all real property taxes accruing against the Property after the Closing Date, if any. 10. COMMISSIONS The Parties acknowledge that neither the Commission nor the Owner are represented by any broker in connection with the transaction contemplated in this Agreement. The Commission and the Owner agree to indemnify and hold one another harmless from any claim for commissions in connection with the transaction contemplated in this Agreement. 11. INTERPRETATION; APPLICABLE LAW; JURISDICTION Both Parties having participated fully and equally in the negotiation and preparation of this Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities be presumptively resolved, against either Party. This Agreement shall be interpreted and enforced according to the laws of the State of Indiana. Any action to enforce the terms or conditions of this Agreement or otherwise concerning a dispute under this Agreement will be commenced in the courts of St. Joseph County, Indiana.