06-27-2018 Council Packet - final

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4 termination may be given at any time prior to the Contingency Date. If Buyer does not provide Seller with written notice of the failure of any contingency prior to the Contingency Date, said contingency shall be deemed waived and the parties shall proceed to consummate the Closing. Upon such termination, (a) Buyer and Seller shall execute a recordable written termination of this Agreement, which shall include Buyer's quit claim of any interest in and to the Property, (b) the Earnest Money and any interest accrued thereon shall be released to Buyer, and 5. upon such return, neither party will have any further rights or obligations regarding this Agreement or the Property. All the contingencies set forth in this Agreement are specifically stated and agreed to be for the sole and exclusive benefit of the Buyer and the Buyer shall have the right to unilaterally waive any contingency by written notice to Seller. Buyer’s Access and Investigation. Seller shall allow Buyer, and Buyer's agents, access to the Property without charge and at all reasonable times for the purpose of Buyer's investigation and testing the same. Buyer shall pay all costs and expenses of such investigation and testing and shall indemnify and hold Seller and the property harmless from all costs and liabilities relating to Buyer's activities. Buyer shall further promptly repair and restore any damage to the Property caused by or occurring during Buyer's testing and return the Real Property and/or Personal Property to substantially the same condition as existed prior to such entry. 6. Closing. the closing of the purchase and sale contemplated by this Agreement (the "Closing") shall occur on the date which is not more than fifteen (15) business days after the Contingency Date or the date when Buyer shall give notice to Seller that the contingencies which are to have been satisfied on the Contingency Date have been waived or satisfied (the "Closing Date") and in no event later than August 31June 30, 2018 unless such delay is caused by the Seller. In the event the closing occurs after June 30, 2018 unless such delay is caused by the Seller, Buyer shall pay an additional Twenty-five thousand dollars ($25,000) to offset the loss of property taxes in 2019. The closing shall take place at the office of Ancona Title or at such other place as may be agreed to. Seller agrees to deliver possession of the Property to Buyer on the Closing Date. 7. Seller's Closing Documents. On the Closing Date, Seller shall execute and/or deliver to Buyer the following (collectively, "Seller's Closing Documents"): 7.1 Deed. A Limited Warranty Deed, in recordable form reasonably satisfactory to Buyer, conveying the Real Property to Buyer, free and clear of all encumbrances, except the Permitted Encumbrances. 7.2 Bill of Sale. A Warranty Bill of Sale, in form reasonably satisfactory to Buyer, conveying the Personal Property to Buyer, free and clear of all encumbrances, except the Permitted Encumbrances. 7.3 Assignment of Contracts, Permits and Warranties. An Assignment of Contracts, Permits, and Warranties, in form reasonably satisfactory to Buyer, conveying the Contracts, Permits and Warranties to Buyer, free and clear of all encumbrances, together with the consent of all parties having a right to consent to such Assignment. 7.4 Well Disclosure Certificate. A Well Disclosure Certificate indicating the location of wells located upon the Real Property to the best of Seller’s knowledge. 7.5 Bring-down Certificate. The Bring-down Certificate. 7.6 Seller's Affidavit. An Affidavit of Seller indicating that on the Closing Date (a) there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving