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marketable, and indefeasible fee simple title to the Property (including public road access) in the <br />name of the Buyer for the full amount of the Purchase Price upon delivery and recordation of a <br />special warranty deed (the “Deed”) from the Seller to the Buyer, and (ii) provide for issuance of a <br />final ALTA owner’s title insurance policy, with any endorsements requested by Buyer, subject to <br />the Permitted Encumbrances. Regardless of whether this transaction closes, Buyer shall be <br />responsible for all of the Title Company’s title search charges and all costs of the Title <br />Commitment and owner’s policy. <br /> <br />8. REVIEW OF TITLE COMMITMENT AND SURVEY <br /> <br />Within twenty (20) days after Buyer’s receipt of the Title Commitment, Buyer shall give Seller <br />written notice of any objections to the Title Commitment. Within twenty (20) days after Buyer’s <br />receipt of the Survey, Buyer shall give Seller written notice of any objections to the Survey. Any <br />exceptions identified in the Title Commitment or Survey to which written notice of objection is <br />not given within such period shall be a “Permitted Encumbrance.” If the Seller is unable or <br />unwilling to correct the Buyer’s title and survey objections within the Due Diligence Period, Buyer <br />may terminate this Agreement by written notice to Seller prior to expiration of the Due Diligence <br />Period, in which case the Earnest Money Deposit shall be refunded to Buyer. If Buyer fails to so <br />terminate this Agreement, then such objections shall constitute “Permitted Encumbrances” as of <br />the expiration of the Due Diligence Period, and Buyer shall acquire the Property without any effect <br />being given to such title and survey objections. <br /> <br />9. NOTICES <br /> <br />All notices required or allowed by this Agreement, before or after Closing, shall be delivered in <br />person or by certified mail, return receipt requested, postage prepaid, addressed to Seller in care <br />of Seller’s Representative (with a copy to South Bend Legal Department, 215 S. Dr. Martin Luther <br />King Jr., Blvd., Suite 600, South Bend, IN 46601, Attn: Corporation Counsel), or to Buyer in care <br />of Buyer’s Representative at their respective addresses stated in Section 2 above. Either Party <br />may, by written notice, modify its address or representative for future notices. <br /> <br />10. CLOSING <br /> <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 ninety (90) days after the end of the Due Diligence Period. <br /> <br />B. Closing Procedure. <br /> <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 /> <br />(ii) Possession of the Property shall be delivered to the Buyer at Closing, in the