5C1 Resolution No. 3656 (Purchase Agreement for Old Marquette School) - Signed

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Property. 25.BINDING EFFECT; COUNTERPARTS; SIGNATURES All the terms and conditions of this Agreement will be effective and binding upon the Parties and their successors and assigns at the time the Agreement is fully signed and delivered by Buyer and Seller. This Agreement may be separately executed in counterparts by Buyer and Seller, and the same, when taken together, will be regarded as one original Agreement. Electronically transmitted signatures will be regarded as original signatures. 26.AUTHORITY TO EXECUTE; EXISTENCE The undersigned persons executing and delivering this Agreement on behalf of the respective Parties represent and certify that they are the duly authorized representatives of each and have been fully empowered to execute and deliver this Agreement and that all necessary corporate action has been taken and done. 27.TIME Time is of the essence of this Agreement. 29.CASUALTY LOSS As used herein, the term “Casualty Loss” shall mean any destruction by act of God, act of nature, earthquake, flood, collapse, sink hole, erosion, fire, storm, inclement weather, or other casualty or any taking or pending or threatened taking, in condemnation, or under the right of eminent domain of the Property or portion thereof, in each case prior to Closing. All risk of loss to the Property not caused by Buyer or its officials, employees, agents, representatives, or contractors prior to the Closing Date shall be borne by Seller’s insurance carrier. Seller shall promptly give Buyer written notice (“Casualty Notice”) of any Casualty Loss of which Seller becomes aware. If the Casualty Loss directly or indirectly affects a portion of the Property considered material, in Buyer’s sole opinion, Buyer shall have the option, which must be exercised within ten (10) business days after its receipt of the Casualty Notice, to terminate this Agreement or to proceed with the Closing. If Buyer elects to terminate this Agreement, all rights, duties, obligations, and liabilities created hereunder shall cease. If Buyer elects to proceed with Closing, or if the Casualty Loss does not affect a portion of the Property considered material in Buyer’s opinion, it shall acquire the Property in accordance with the terms hereof and Seller shall transfer to Buyer all unpaid insurance proceeds, claims, awards, and other payments arising out of such Casualty Loss and pay to Buyer all sums paid to Seller as insurance proceeds, awards, or other payments arising out of such Casualty Loss pertaining to the real estate only. After the Closing Date, Seller shall not voluntarily compromise, settle, or adjust any amounts payable by reason of any Casualty Loss pertaining to the real estate only without first obtaining the written consent of Buyer. [Signature page follows.]