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applicable to the Property for municipal improvements made to benefit the Property prior to the Closing Date shall be paid
<br />by Seller at or before closing.
<br />L. SALES EXPENSES: All sales expenses are to be paid in cash prior to or at the closing.
<br />1. Seller's Expenses: Seller shall pay all costs of releasing existing loans and recording the releases, preparation of
<br />Deed and Vendor's Affidavit, Indiana Gross Income Tax, and other expenses stipulated to be paid by Seller under
<br />other provisions of this Agreement. Seller shall further pay all costs related to the close-out or ternnation of all
<br />public utility or other services for the Property
<br />2. Buyer's Expenses: Buyer shall pay all expenses incident to any closing fee and expenses stipulated to be paid by
<br />Buyer under other provisions of this Agreement.
<br />M. DEFAULT: If Buyer breaches this Agreement, Seller may seek any remedy provided by law or equity, or termnate this
<br />Agreement and receive the Earnest Money as liquidated damages. If Seller breaches this Agreement, Buyer may terminate
<br />this Agreement and receive a refund of the Earnest Money, or Brryer may seek specific performance or any other remedy
<br />provided by law or equity. In the event of Seller default, Seller shall immediately be obligated to pay all brokerage
<br />conunissions that would have been paid had this transaction closed. In the event of Buyer default, commissions may also be
<br />due and payable pursuant to the terms of the applicable brokerage agreements.
<br />N. DUTIES OF BUYER AND SELLER AT CLOSING:
<br />1. At the closing, Seller shall deliver to Buyer, at Seller's sole cost and expense, the following:
<br />(A) A duly executed and acknowledged Warranty Deed conveying marketable title in fee simple to all of the
<br />Property, flee and clear of any and all liens, encumbrances, conditions, easements, assessments, reservations and
<br />restrictions, except Permitted Exception(s);
<br />(B) An Owner's Policy of Title Insurance (the "Title Policy") issued by the Title Company in the amotmt of the
<br />purchase price, dated as of closing, insuring Buyer's fee simple title to the Property to be marketable subject
<br />only to the Permitted Exception(s), and deleting the standard printed exceptions contained in the usual form of
<br />the Title Policy;
<br />(C) An executed Vendors Affidavit in form acceptable to the Title Company;
<br />(D) A Bill of Sale, duly executed by Seller, containing warranties of title, conveying title, free and clear of all liens,
<br />to any personal property specified in Paragraph B;
<br />(E) An assignment, duly executed by Seller, of leases, prepaid rents, security deposits, and trade name, and to the
<br />extent assignable, licenses and permits, warranties or guarantees, and to the extent agreed to be assumed by
<br />Buyer, all service maintenance, management or other contracts relating to the ownership or operation of the
<br />Property. Such assignment shall inchide an indemnity from Seller in favor of Buyer with respect to all claims
<br />and obligations arising under such leases and contacts prior to the Closing Date. If Buyer does not agree to
<br />assume any such contract, then Seller shall deliver evidence of termination of such contract at closing and shall
<br />indemnify Buyer as to all claims and obligations thereunder;
<br />(F) A current rent roll duty certified by Seller and any security or tenant deposits, if applicable;
<br />(G) Evidence of its capacity and authority for the closing of this hansaction;
<br />(H) Certification establishing that no federal income tax is required to be withheld under the Foreign Investment and
<br />Real Property Tax Act, or consent to withhold tax from the proceeds of sale as required, unless it is established
<br />that the tansaction is exempt;
<br />(I) All other executed documents necessary to close this tansactlon.
<br />2. At the closing, Buyer shall perform, at Buyer's sole cost and expense, the following:
<br />(A) Pay the cash portion of the purchase price in the form of a cashier's check or other immediately available fiends;
<br />(B) Provide evidence of its capacity and authority for the closing of this transaction;
<br />(C) Execute all other documents necessary to close this tansaction.
<br />0. CONDEMNATION: Seller shall promptly notify Buyer in writing of the connnencement of any condenmation proceedings
<br />against any portion of the Property. If such condenmation proceedings are conunenced, Buyer, at its option, may (1)
<br />terminate this Agreement by written notice to Seller within three 3 days after Buyer is advised of the commencement of
<br />condemnation proceedings, or (2) appear and defend in any condemnation proceedings, and any award shall, at Buyer's
<br />election, (a) become the property of Seller and reduce the purchase price by the same amount or (b) shall become the
<br />property of Buyer and the purchase price shall not be reduced.
<br />P. RESPONSIBLE PROPERTY TRANSFER LAW:
<br />1. Seller is not required to provide Buyer with a Disclosure Statement pursuant to LC. Section 13-25-3-1 et seq., Indiana
<br />Responsible Property Transfer Law ("IRPTL"), because, to the best of Seller's knowledge, the Property is exempt
<br />from the provisions of the law or (a) the Property does not contain any hazardous chemical or material; (b) the
<br />Property does not contain any underground storage tanks which are or have been utilized to hold petroleum or other
<br />regulated substances; and (c) the Property is not listed on the Comprehensive Environmental Response,
<br />Compensation and Liability Information System.
<br />2. If Seller learns that the Property comes within the terms of IRPTL after execution of this Agreement, then Seller shall
<br />provide to Buyer the required disclosure document and comply with all other parts of this law.
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