HRA PACKET 02082022 - Laserfiche WebLink

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(h)The parties agree to cooperate with each other in seeking the necessary approvals for the buyer’s intended use of the Parcel. (i)The seller of each Parcel agrees to cap any wells located on the Parcel prior to Closing. The representations set forth above in this Section 12 shall survive Closing for a period of six months. If, at any time prior to the Closing, buyer learns of facts, or seller gives written notice to buyer of facts, which would make any of the foregoing representations and/or warranties untrue with respect to the applicable Parcel, then buyer shall have 10 days after gaining such knowledge or receiving such notice (unless 10 days is insufficient to review or respond to such facts or notice, in which case a reasonable time, up to a maximum of 30 days, shall be granted for further investigation and review), in which to elect to terminate this Agreement, as buyer’s exclusive remedy. If buyer fails to give written notice of termination to seller within such 10-day period, then buyer shall be deemed to have waived any right to make or assert any claim against seller with respect to such facts or otherwise condition the Closing. 13.Closing Deliveries. At the Closing, each seller shall deliver to its buyer (i) a duly executed Limited Warranty Deed in recordable form, as provided in Section 1, subject only to Permitted Encumbrances; (ii) a standard seller’s affidavit; (iii) a FIRPTA affidavit; (iv) evidence as to the authority of the persons executing documents on behalf of such seller, (v) well certificate, if applicable; (vi) a commercially reasonable escrow agreement for the soil correction escrowed funds described in Section 2; and (vii) all other documents reasonably necessary to consummate the transaction contemplated by this Agreement. In addition, Interstate will deliver the recordable Plat at or prior to Closing. 14.Proration at Closing. All real estate taxes due on the Parcels in the year of Closing shall be prorated between the parties as of the date of Closing. All real estate taxes due for years prior to the year of Closing shall be paid in full by the seller, along with any levied, pending or deferred special assessments due in the year of Closing. 15.Closing Costs. Interstate (by and through its affiliates) and HRA agree to the payment of costs in connection with the Closing as follows: (a) Interstate and HRA each will pay one-half of any reasonable and customary closing fees or charges imposed by the Title Company for the Closing; (b) each seller shall pay all state deed tax or transfer tax for the recording of the deed related to such seller’s Parcel; (c) each seller shall pay the cost of recording all documents necessary to place record title of its Parcel in the condition warranted by seller in this Agreement and each buyer will pay the cost of recording the deed conveying its Parcel to such buyer; (d) each buyer shall pay the cost of the premium for any title insurance policy (including extended coverage and the cost of any endorsements) for its purchased Parcel; and (e) any other costs required to be paid by Interstate or HRA in connection with Closing will be paid as provided in this Agreement or in accordance with local custom if not so provided herein. 16.As Is Purchase. Except for the representations set forth in Section 12 above, the Bremer Parcel is being sold to HRA, and the HRA Parcel is being sold to Lowry Retail, in their respective “AS IS, WITH ALL FAULTS” condition, without representations or warranties by either party. 17.Default and Remedies. In the event of a default hereunder by either party which is not cured within 10 days after written notice from the non-defaulting party that such default exists, the non-defaulting party may (i) terminate this Agreement or (ii) seek equitable relief by way of 6 2483256.v4