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Acceptance Date. Seller will hold such Earnest Money unless and until it is to be disposed in
<br />accordance with the terms of this Agreement and will bear no interest for any period of time.
<br />The Earnest Money shall be refundable until the expiration or waiver of Buyer’s Contingency
<br />(as defined in Section 4(c) below), at which time the Earnest Money shall be non -refundable,
<br />except as provided herein, but shall remain applicable to the Purchase Price at Closing (as
<br />defined below).
<br />3.PROPERTY INFORMATION; CONTRACTS. Within fifteen (15) days of the
<br />Acceptance Date, Seller shall provide Buyer, to the extent not previously provided, and to the
<br />extent in Seller's possession or control, copies of any and all reports, contracts, leases,
<br />guaranties, warranties, and surveys relating to the Property or relevant to a reasonable Buyer's
<br />determination whether to purchase the Property (the “’Property Information”). Seller further
<br />agrees to deliver promptly to Buyer copies of any additional Property Information that Seller
<br />obtains prior to Closing. Prior to Closing, Seller shall terminate any and all property
<br />management, maintenance, lawn care, snow plowing and other contracts and agreements
<br />relating to the Property, unless Buyer has consented to the continuation of any such contract or
<br />agreement.
<br />4.INVESTIGATION; BUYER’S CONTINGENCY; INDEMNIFICATION;
<br />INSURANCE.
<br />A.Seller acknowledges that Buyer contemplates acquiring the Property for
<br />Buyer’s intended use of the Property as income-based, multi-family housing with a
<br />minimum fifty (50) housing units (the “Intended Use”). From and after the Acceptance
<br />Date, and upon Buyer providing Seller with evidence that Buyer has commercial general
<br />liability insurance reasonably acceptable to Seller in the amount of at least One Million
<br />Dollars ($1,000,000.00) per occurrence, Buyer and its agents shall have the right, but no
<br />obligation, at its sole cost: (i) to enter upon the Property to conduct the tests, inspections,
<br />studies, assessments and investigations contemplated under this Agreement at any time and
<br />from time to time (collectively, “Tests”); and (ii) to make such Tests of the Property and
<br />information with respect to the Property, the Intended Use and/or this Agreement, all as
<br />Buyer may deem desirable, including, without limitation: [a] any environmental
<br />assessment, evaluation or study (including a “Phase I” environmental site assessment); and
<br />[b]topographic, engineering, traffic, parking and other feasibility studies.
<br />Notwithstanding the foregoing, Buyer will not conduct any invasive Tests, including,
<br />without limitation, Phase II environmental assessments or soil borings, without Seller's
<br />prior written consent, which consent shall not be unreasonably withheld or delayed. Buyer
<br />shall conduct all Tests at a time and in a manner as to reasonably minimize interference
<br />with Seller's operation on or about the Property and any neighboring properties. Buyer
<br />shall indemnify, defend and hold Seller, its officials, members, employees, agents,
<br />contractors, lessees, licensees, invitees, successors and assigns harmless from any and all
<br />liabilities, claims, damages and expenses (including attorneys’ fees, court costs, and costs
<br />of investigation) arising out of or in connection with the Tests or the entry on to the
<br />Property by Buyer or its agents. From and after the Acceptance Date, Seller agrees that
<br />Seller shall, at the request of Buyer and without cost to Seller, cooperate with Buyer in
<br />connection with any and all private and governmental approvals, rezoning, land
<br />subdivisions and other matters necessary for Buyer's Intended Use.
<br />B.In addition to any and all other conditions and contingencies in this
<br />Agreement, Buyer’s obligations under this Agreement are hereby conditioned upon
<br />Buyer’s receipt of a low-income housing tax credit (“LIHTC”) reservation from the Indiana
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