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7 <br /> <br />effective unless and until Buyer acquires that portion of the Property to which the lease or <br />agreement applies. In the event there are any liens, encumbrances or adverse claims, other <br />than the Permitted Encumbrances, Seller agrees to promptly remove the same at Seller’s <br />expense. In the event Seller is unable to convey marketable title to the Real Property, <br />subject only to the Permitted Encumbrances, Seller shall be considered in default under <br />this Agreement and Buyer may, at Buyer’s option, either find a title insurance endorsement <br />to insure against any title flaw with Seller paying all associated premiums, or terminate this <br />Agreement and, upon such termination, the Earnest Money shall be promptly refunded to <br />Buyer. <br /> <br />The Seller shall pay for the cost of the title commitment and any cost necessary to update <br />the commitment sixty (60) days prior to the applicable Closing. Buyer shall have ten (10) <br />days from the receipt of the updated commitment to make any additional objections with <br />respect to any new liens, encumbrances or other matters reflected on the updated title <br />commitment not created by Buyer. The Seller shall be responsible for the cost of the <br />premium for the owner's and lender's title policy for $300,000 of coverage for the First <br />Phase Property and for $300,000 of coverage for the Second Phase Property, with Buyer <br />paying the premium for any additional amounts of coverage. <br /> <br />11. Relocation of Easements: Seller shall have the existing drainage and utility easements <br />relocated so that none of the easements burden the Property other than Main Street. <br /> <br />12. Real Estate Taxes and Assessments. Real estate taxes due and payable in the years prior <br />to and the calendar year of the First Phase Closing shall be paid by the Seller on or before <br />the First Phase Closing. Real estate taxes due and payable in the years prior to and the <br />calendar year of the Second Phase Closing shall be paid by the Seller on or before the <br />Second Phase Closing. Seller shall also pay at Closing all deferred real estate taxes or <br />assessments, including so-called “Green Acres” taxes and assessments resulting from or <br />due to the sale of the Real Property, if any. Seller makes no representations or predictions <br />concerning the amount of real estate taxes or special assessments that may be levied against <br />the Real Property or the classification of the Real Property. Special assessments, if any, <br />levied or pending as of the Effective Date shall be paid by Seller. Any special assessments <br />first levied after the Effective Date shall be paid by Buyer. <br /> <br />13. Conditions to Closing. <br /> <br />(A) Seller is not obligated to close on the sale of the First Phase Property in the event <br />Buyer is in default of this Purchase Agreement. Buyer shall not be obligated to <br />close on the purchase of the First Phase Property in the event Seller is in default of <br />this Purchase Agreement. In addition, Seller shall not be obligated to close on the <br />sale of the First Phase Property unless and until the following requirements are <br />satisfied: <br /> <br />(i) The Buyer has land use approval from the Seller. <br /> <br />(ii) A Development Agreement has been executed by Seller and Buyer. <br /> <br />(iii) City Building Permits have been issued for the First Phase.