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Office on the Closing Date or thirty (30) days prior thereto, evidencing the Company is an Indiana corporation in existence under Indiana law. (c) The Title Company shall deliver to the Company the Title Policy as provided in Section 9. (d) Possession shall be delivered at Closing. (e) The Commission shall pay all closing costs in accordance with Section 11 and shall execute a Closing Statement evidencing such fees. (f) The Company shall execute a Closing Statement. 15. Acceptance of Property "As -Is ". Except as otherwise provided in the Environmental Agreement, the Easement and the Vendor's Affidavit, and as set out in this Section 15, the Company agrees to purchase the Property "AS -IS, WHERE IS ", and without any representations or warranties as to the condition of the Property. Building 100 experienced roof leaks during the course of discussions between the Commission and the Company regarding this Agreement. The Commission represents and warrants that good and workmanlike repairs to the roof and flashing of Building 100 have been made so that Building 100 is not and, as of the Closing will not, be leaking. In addition, the Commission represents and warrants to the Company that is has not removed any material amount or value of items of furniture and furnishings (such as office dividers) which were present at the Property during the Company's initial inspections of the Property during November, 2012. 16. [Intentionally Omitted] 17. Environmental Agreement. The terms of the Environmental Agreement between the Parties are incorporated by reference as if fully set forth herein. The Parties' rights and responsibilities under this Agreement shall be subject to the terms of the Environmental Agreement and the breach of any term of the Environmental Agreement shall constitute a breach of this Agreement. 18. Assignment. This Agreement may not be assigned by the Company or the Commission to any other party without the written consent of the other, which consent may be withheld for any reason, except in the case of an assignment (i) by the Company to any entity which the Company has a controlling interest or under common control with the Company, or (ii) by the Commission to any entity of the City of South Bend or the Commission or any entity which the City of South Bend or the Commission have a controlling interest, such consent shall not be required. 19. Entire Agreement. This Agreement embodies the entire agreement between the parties and cannot be varied except by the written agreement of the parties. No representation, promise, or inducement not included in this Agreement shall be binding upon the parties hereto. 20. Timing. Time is of the essence of this Agreement. 9