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6 <br />4839-8767-9929\3 <br />(i) The seller of each parcel agrees to cap any wells located on the Parcel prior to <br />Closing. <br />The representations set forth above in this Section 12 shall survive Closing for a period of <br />six months. <br />If, at any time prior to the Closing, buyer learns of facts, or seller gives written notice to <br />buyer of facts, which would make any of the foregoing representations and/or warranties <br />untrue with respect to the applicable Parcel, then buyer shall have 10 days after gaining <br />such knowledge or receiving such notice (unless 10 days is insufficient to review or <br />respond to such facts or notice, in which case a reasonable time, up to a maximum of 30 <br />days, shall be granted for further investigation and review), in which to elect to terminate <br />this Agreement, as buyer’s exclusive remedy. If buyer fails to give written notice of <br />termination to seller within such 10-day period, then buyer shall be deemed to have waived <br />any right to make or assert any claim against seller with respect to such facts or otherwise <br />condition the Closing. <br />13. Closing Deliveries. At the Closing, each seller shall deliver to its buyer (i) a duly executed <br />Limited Warranty Deed in recordable form, as provided in Section 1, subject only to <br />Permitted Encumbrances; (ii) a standard seller’s affidavit; (iii) a FIRPTA affidavit; (iv) <br />evidence as to the authority of the persons executing documents on behalf of such seller, <br />(v) well certificate, if applicable; and (vi) all other documents reasonably necessary to <br />consummate the transaction contemplated by this Agreement. <br />14. Proration at Closing. All real estate taxes due on the Parcels in the year of Closing shall <br />be prorated between the parties as of the date of closing. All real estate taxes due for years <br />prior to the year of closing shall be paid in full by the seller, along with any levied, pending <br />or deferred special assessments due in the year of closing. <br />15. Closing Costs. Bremer and HRA agree to the payment of costs in connection with the <br />Closing as follows: (a) Bremer and HRA each will pay one-half of any reasonable and <br />customary closing fees or charges imposed by the Guaranty Commercial Title Insurance <br />Company for the Closing; (b) each seller shall pay all state deed tax or transfer tax for the <br />recording of the deed related to such seller’s Parcel; (c) each seller shall pay the cost of <br />recording all documents necessary to place record title of its Parcel in the condition <br />warranted by seller in this Agreement and each buyer will pay the cost of recording the <br />deed conveying the its Parcel to such buyer; (d) each buyer shall pay the cost of the <br />premium for any title insurance policy (including extended coverage and the cost of any <br />endorsements) for its purchased Parcel; and (e) any other costs required to be paid by <br />Bremer or HRA in connection with Closing will be paid as provided in this Agreement or <br />in accordance with local custom if not so provided herein. <br />16. As Is Purchase. Except for the representations set forth in Section 12 above, Bremer Parcel <br />is being sold to HRA, and the HRA Parcel is being sold to Bremer, in their respective “AS <br />IS, WITH ALL FAULTS” condition, without representations or warranties by either party.