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<br />3. Conveyance of Title to the Property. Subject to payment
<br />at or prior to the Closing, and compliance by Fishers with all
<br />other terms and conditions of this Agreement, at or prior to the
<br />Closing, Rimrock shall (a) execute and deliver to Fishers (or to
<br />one or mote designees of Fishers) two good and sufficient Special
<br />Warranty Deeds (the 'Special Warranty Deeds'), substantially in the
<br />form of Exhibits A and B hereto, respectively, and a good and
<br />sufficient Quit Claim Deed, in the form of Exhibit C hereto,
<br />without any warranties of title or as to claims against the
<br />Property whatsoever, except as provided in the Special Warranty
<br />Deeds, and (b) execute and deliver to Landmark a deed (the
<br />'Easement Deed•), substantially in the form of Exhibit E hereto,
<br />pursuant to which Rimrock shall convey to Landmark an easement (the
<br />'Easement') over and across the Property, subject to the conditions
<br />set forth in the Easement Deed. (All references to the purchaser
<br />of the Property herein as 'Fishers' shall be deemed to include
<br />Fishers' designee(s), in the event that any portion of or all of
<br />the Property is conveyed to one or more designees of Fishers.) The
<br />conveyances shall also convey by quitclaim all water and mineral
<br />riohts if any. Rimrock, Davis and Waters hereby represent~t,
<br />to the best of their knowledge, Rimrock owns no water rights or
<br />valuable mineral rights appurtenant to the Property.
<br />4. ~idence of Title. Fishers acknowledges that it has, at
<br />its own expense, obtained a title commitment for the Property.
<br />5. Title. Fishers acknowledges that it has conducted its
<br />own due diligence investigation, at Fishers' sole expense, into
<br />title to the Property and the environmental condition of the
<br />Property. Fishers shall indemnify Rimrock and its agents,
<br />contractors, attorneys, employees, officers and directors against,
<br />and shall hold Rimrock and its agents, contractors, attorneys,
<br />euq~loyees, officers and directors harmless from, any liability,
<br />claim, damage, loss, cost or expense (including, without
<br />limitation, attorneys' fees and costs) associated with entry onto
<br />the Property by Fishers and its agents. Fishers hereby releases
<br />Rimrock and its agents, contractors, attorneys, employees, officers
<br />and directors from any claims Fishers has or may have in the future
<br />associated with Fishers' entry onto the Property. Fishers shall
<br />repair any damage to the Property associated with entry onto the
<br />Property by Fishers and its agents.
<br />Fishers acknowledges that, based upon its own independent
<br />investigation into the Property, title to the Property and the
<br />condition of the Property, including, without limitation, the
<br />environmental condition of the Property, are satisfactory to
<br />Fishers. At or prior to the Closing, Rimrock and Landmark shall
<br />take all actions reasonable and appropriate to comply with the
<br />requirements of First American Title Insurance Company's Agreement
<br />to Issue Policy dated April 11, 1994, at 7:45 a.m. (Commitment No.
<br />56843), including, without limitation, the release of the statement
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