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<br />mechanics liens arising from such work. Buyer shall be responsible for any property
<br />damage or personal injury arising from such work and shall indemnify and hold Seller
<br />harmless from all costs, expenses and liabilities relating to such work. Buyer shall have
<br />until the Closing Date to conduct surveys, tests, and inspections.
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<br />12. Reconveyance. In the event Buyer does not procure a building permit for its
<br />intended retail commercial facility and commence construction (being the grading of the
<br />ground for the foundation of the building) on the Property within two (2) years of the
<br />Closing Date (the “Commencement Period”), Seller shall have the right, but no
<br />obligation, to purchase the Property back from Buyer at a price equal to the Purchase
<br />Price set forth herein (the “Buy-Back Right”), provided that Seller provides Buyer with
<br />written notice of its exercise of the Buy-Back Right after expiration of the
<br />Commencement Period, but prior to the earlier of (i) the date on which construction
<br />commences on the Property or (ii) within 6 months of expiration of the Commencement
<br />Period (the “Buy-Back Exercise Period”). If Seller provides written notice of the Buy-
<br />Back Right within the Buy-Back Exercise Period, then the closing of such sale to Seller
<br />shall be consummated within 30 days of such written notice of the Buy-Back Right from
<br />Seller to Buyer. The Property will be reconveyed to Seller by general warranty deed,
<br />subject to the same exceptions to title set forth in the deed of conveyance to Buyer.
<br />Closing pursuant to this Section 12 shall take place via the Title Company, and, upon
<br />conveyance, Seller shall pay the Buyer the repurchase price in readily available funds. Ad
<br />valorem taxes and assessments shall be prorated as of the date of such reconveyance as
<br />provided in this Agreement with respect to the original conveyance of the Property. If the
<br />title proposed to be conveyed to Seller is subject to any lien, encumbrance or other defect
<br />which is not permitted in this Section 12 arising by, through, or under Buyer, then Buyer
<br />will remove any such lien, encumbrance or defect at or prior to such closing, and Buyer
<br />will provide to Seller a basic Owner’s title policy, without endorsements, in favor of
<br />Seller, in form similar to the Title Policy. If Buyer has not effected removal of any lien,
<br />encumbrance, or other title defect by the closing date for reconveyance, Seller may elect
<br />to have funds escrowed in an amount sufficient to cover the expected cure costs and
<br />proceed to correct the title matters itself and access escrowed funds for said purpose. If
<br />closing occurs pursuant to this Section 12, Buyer shall be solely responsible for the cost
<br />of the deed, the deed taxes, transfer taxes, and Buyer’s attorney’s fees, and Seller shall be
<br />solely responsible for all other closing costs. In the event Seller fails to provide written
<br />notice to Buyer of the Buy-Back Right within the Buy-Back Exercise Period, or Seller
<br />fails to close on the Property within 30 days of providing valid written notice of the Buy-
<br />Back Right for any reason (other than default by Buyer), then Seller shall have no further
<br />right to purchase the Property back from Buyer. Notwithstanding anything contained
<br />herein to the contrary, in the event of "Force Majeure" (the term "Force Majeure" is
<br />defined for purposes of this sentence as strikes, lockouts, sit-downs, material or labor
<br />restrictions by any governmental authority, riots, floods, washouts, explosions,
<br />earthquakes, fire, storms, acts of God, acts of the public enemy, wars, insurrections,
<br />pandemics, terrorism and any other similar cause not reasonably within the control of
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