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<br />4.2 Disposition of Deposit. Upon Buyer's notification to Escrow of the <br />failure of any condition or contingency to the closing as provided in Article V below, or <br />election to terminate prior to closing, Escrow shall immediately return the Earnest Money <br />and Deposit with interest thereon to Buyer; provided, however, upon satisfaction and <br />removal of the conditions and contingencies described in Sections 4.4 and 5.1(a), the <br />Earnest Money and Deposit shall become non-refundable if Buyer defaults hereunder or <br />otherwise terminates this Agreement, except as provided under Sections 8.1 or 8.2 <br />(hereinafter "default"). If Buyer defaults hereunder and the Earnest Money and Deposit <br />are thereby forfeited, Buyer, in a timely manner, shall cause Escrow to make payment of <br />the amount held by Escrow at the time of default to Seller, except that any interest shall <br />be paid to Buyer. Upon Buyer's default, any escrow fees required to be paid shall be paid <br />by Buyer. <br />4.3 Conveyance by Rule and Order. At the closing, after satisfaction of <br />the Conditions to Closing of Section 5.1 hereof, Buyer shall make a payment into escrow <br />equal to the amount determined pursuant to Section 3.1(d) less $265,000 in Earnest <br />Money previously deposited into escrow pursuant to Section 3.1(a), and shall obtain a <br />receipt from the Escrow evidencing such payment. Seller and Buyer shall then jointly <br />present to the court in Case No. 98CV1625, Adams County District Court, a proposed <br />Rule and Order and Consent to Rule and Order in substantially the form of Exhibit D <br />attached hereto and incorporated by reference. That Rule and Order will convey title as <br />contemplated herein to Buyer. Upon presentation of a certified copy of the Rule and <br />Order entered by said court, Escrow shall deliver to Seller the payment specified in <br />Section 3.1(d) of this Agreement. <br />4.4 Title Insurance. At closing, Seller shall furnish Buyer with an ALTA <br />Owners Policy of Title Insurance (including survey endorsement) with liability in the full <br />amount of the Purchase Price, insuring fee simple title to the Property in Buyer, subject <br />only to nondelinquent real estate taxes, easements of record and other instruments of <br />record ("Permitted Exceptions"). Buyer may terminate this Agreement prior to closing by <br />notice to Seller of unmerchantability of title or of any other unsatisfactory title condition <br />shown by the title documents described in Section 5.1(a), with Buyer receiving a return of <br />its Deposit and any accrued interest. If Seller does not receive Buyer's notice by Closing, <br />Buyer accepts title subject to such rights, if any, as shown by the title documents provided <br />to Buyer, and rights or claims of third parties of which Buyer has actual knowledge. <br />4.5 Prorations. Real property taxes and assessments on the Property <br />for the year of closing shall be prorated to the date of closing; provided, however, that if <br />as of the closing date the actual tax bill for the year is not available and the taxes to be <br />prorated cannot be ascertained, then the most recent known rates, millages and <br />7 <br />