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8 <br />D.Personal Property. <br />(1)Any personal property remaining at the Airport Authority Property <br />after Closing will be deemed to be abandoned by Airport Authority, and the <br />Commission, in its sole discretion, may choose to exercise possession of and <br />control over any such personal property. <br />(2)Any personal property remaining at the Commission Property after <br />Closing will be deemed to be abandoned by Commission, and the Airport <br />Authority, in its sole discretion, may choose to exercise possession of and control <br />over any such personal property. <br />9.ACCEPTANCE OF PROPERTY “AS-IS” <br />Except as otherwise set forth herein, each Party agrees the properties will be conveyed “as- <br />is, where-is” and without any representations or warranties by either Party as to the <br />condition of either property or its fitness for any particular use or purpose. Neither Party <br />offers any such representation or warranty as to condition or fitness, and nothing in this <br />Agreement shall be construed to constitute such a representation or warranty as to condition <br />or fitness. <br />10.TAXES <br />The Airport Authority shall be responsible for all taxes related to the Airport Authority <br />Property accruing through the Closing Date, if any, even if such taxes are not yet due and <br />payable. The Commission, or the Commission’s successors and assigns, shall be liable for <br />all real property taxes accruing against the Airport Authority Property after the Closing <br />Date, if any. The Commission shall be responsible for all taxes related to the Commission <br />Property accruing through the Closing Date, if any, even if such taxes are not yet due and <br />payable. The Airport Authority, or the Airport Authority’s successors and assigns, shall be <br />liable for all real property taxes accruing against the Commission Property after the Closing <br />Date, if any. <br />11.COMMISSIONS <br />The Parties acknowledge that neither the Commission nor the Airport Authority are <br />represented by any broker in connection with the transaction contemplated in this <br />Agreement. The Commission and the Airport Authority agree to indemnify and hold one <br />another harmless from any claim for commissions in connection with the transaction <br />contemplated in this Agreement. <br />12.INTERPRETATION; APPLICABLE LAW; JURISDICTION <br />Both Parties having participated fully and equally in the negotiation and preparation of this <br />Agreement, this Agreement shall not be more strictly construed, nor shall any ambiguities <br />be presumptively resolved, against either Party. This Agreement shall be interpreted and