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5 <br /> <br />agree to insure good, marketable, and indefeasible fee simple title to the Property (including public <br />road access) in the name of Buyer for the full amount of the Purchase Price upon delivery and <br />recordation of a special warranty deed (the “Special Warranty Deed”) from Seller to Buyer and <br />(ii) provide for issuance of a final ALTA owner’s title insurance policy, with any endorsements <br />requested by Buyer, subject to the Permitted Encumbrances. Regardless of whether this <br />transaction closes, Buyer shall be responsible for all of the Title Company’s title search charges <br />and all costs of the Title Commitment and owner’s policy. <br />8. REVIEW OF TITLE COMMITMENT AND SURVEY <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 Seller is unable or unwilling <br />to correct Buyer’s title and survey objections within the Due Diligence Period, Buyer may <br />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 />9. NOTICES <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. Boulevard, Suite 600, South Bend, Indiana 46601, Attn: Corporation Counsel), or to <br />Buyer in care of Buyer’s Representative at their respective addresses stated in Section 2 above. <br />Either Party may, by written notice, modify its address or representative for future notices. <br />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 ninety (90) 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 substantially the same form attached <br />hereto as Exhibit B, conveying the Property to Buyer, free and clear of all liens, <br />encumbrances, title defects, and exceptions other than Permitted Encumbrances, and the <br />Title Company’s delivery of the marked-up copy of the Title Commitment (or pro forma <br />policy) to Buyer in accordance with Section 7 above. <br />(ii) Possession of the Property shall be delivered to Buyer at Closing, in the same <br />condition as it existed on the Contract Date, ordinary wear and tear and casualty excepted.