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completing a tax - deferred exchange under said Section 1031. Seller shall bear all expenses associated with the
<br />use of Apex, or necessary to qualify this transaction as a tax - deferred exchange, and, except as otherwise
<br />provided herein, shall protect, reimburse, indemnify and hold harmless Buyer from and against any and all
<br />reasonable and necessary additional costs, expenses, including, attorneys fees, and liabilities which Buyer may
<br />incur as a result of Seller's use of Apex or the qualification of this transaction as a tax - deferred transaction
<br />pursuant to Section 1031. Buyer shall cooperate with Seller with respect to this tax - deferred exchange, and
<br />upon Seller's request, shall execute such documents as may be required to effect this tax - deferred exchange.
<br />CONVEYANCE
<br />4. Seller shall convey all of Seller's right, title and interest, if any, in the Property to Buyer by Quitclaim
<br />Deed subject to the terms, conditions and reservations set forth herein and/or in the Quitclaim Deed. Buyer, as
<br />soon as possible after acceptance of this offer, shall advise Seller of Buyer's intent to have the Property
<br />surveyed. In the event Seller's description of the Property used in the Deed is not acceptable to the Buyer,
<br />Buyer shall so advise Seller of any objections to this description and within 15 days thereof, Buyer, at its
<br />expense, shall arrange for a survey of the Property to be furnished to Seller.
<br />ACCEPTANCE CONSTITUTES AGREEMENT
<br />5. This offer of Buyer to purchase the Property, when duly accepted and signed by Seller, shall constitute
<br />the entire agreement between the parties for the sale and purchase of the Property, and shall bind and inure to
<br />the benefit of Seller and Buyer.
<br />LIQUIDATED DAMAGES AND SPECIFIC PERFORMANCE
<br />6. Time is of the essence of this contract. If Buyer fails to perform this contract within the time limits
<br />herein specified, Seller may retain the deposit as liquidated damages, not as a penalty or forfeiture, and declare
<br />this contract terminated, or Seller may proceed to have this contract specifically enforced.
<br />SUCCESSORS IN INTEREST
<br />7. Wherever referred to herein, the term Buyer shall mean and apply to Buyer, its successors and assigns,
<br />who shall be severally and collectively liable for any and all performance hereunder. Wherever referred to
<br />herein the term Seller shall mean and apply to Seller, its successors and assigns, who shall be severally and
<br />collectively liable for any and all performance hereunder.
<br />THIS OFFER IS, AND THE CONVEYANCE OF THE PROPERTY SHALL BE, SUBJECT TO THE
<br />FOLLOWING TERMS, CONDITIONS AND RESERVATIONS.
<br />8. Easements— Seller shall reserve a permanent easement as necessary, as determined in Seller's sole
<br />discretion, for the continued maintenance, operation and use of all existing driveways, roads, utilities, tracks,
<br />wires and easements of any kind whatsoever on the Property, whether owned, operated, used or maintained by
<br />Seller, Seller's licensees or other parties, and whether or not of record, and for the installation, construction and
<br />situation of facilities necessary to or beneficial for, the operation of Seller's railroad, with reasonable right of
<br />entry for the repair, reconstruction and replacement thereof, without limitation as a result of any further
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