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12. CON DEMNA'f10N. Ifany aWhonly having the right ofemincnt domain shall
<br />commence ncgotiarions wish Seller or shall commence legal action against Seller for the
<br />damaging, taking, or acquiring of all or any pan o(Ihe Property, either tanpomrily or
<br />permanenny, in any condemnation proceeding or by exercise of the right of eminent domain,
<br />- ,..- s.`.a!! in:n:edic!t!y give nnrice of the same Io buyer. Upon the occurtenee of any of the
<br />(ongoing events, Buyer shall has•e the right, at its option, to rcmunatc this contract 6y giving
<br />notice Ihereo(ro Seller on or before the date fixed far settlement, in which even) Buyer shall be
<br />released of all further obligations hereunder and Buyei s earnest money deposit shaft be returned.
<br />If Buyer don nor so renninate this wnlract, the purchase price for the Property shall be
<br />reduced by the total of any awards, s<ulemart proceeds, or other proceeds received 6y Seller ar
<br />or prior ro closing wish respect to any damaging, raking, or acquiring. AI the rime of closing,
<br />Seller shall assign to Buyer all rights of Seller in and ro any awards, ullltmenls proceeds, or
<br />orhtt proceeds payable by reason of any such damaging, taking, or acquiring.
<br />In the event of any negotiations with any authority regarding rlre payment of any awards
<br />or other sums or regarding any ultlemenl on account of any damaging, raking, or acquiring
<br />through condemnation or eminent domain, Seller will inform Bu}•er of all negoriarians o(which
<br />Seller has notice and will pertnil Buyer to Take part (herein.
<br />13. ADDITIONAL PROVISIONS:
<br />(a) This contract is subject to approval by the United Stares Bankruptcy Court
<br />and is subject ro the receipt by Seller of higher or better offers prior to the entry o(an order by
<br />the Bankruptcy Court approving this sale. If a hightt or barter offer is rtteived by Stllcr, an
<br />auction shall be held pursuant to instmctions by Seller ar its attorney as to time, place and
<br />manner of auction. Buyer shall have the opportunity to incrcau the purcltaze price slated herein
<br />to be competilivt with said higher o6er. 1(a higher or better oRtr is then accepted by Seller,
<br />Buyer's wmest money shall be returned to Buyer acrd this contract shall remrinale.
<br />(b) Seller shall apply to the Bankruptcy Court for its approval not laser than
<br />July 1, 1995. In the event the Bankruptcy Court has na approved this contract by
<br />August 1, 1995, this contract shall 6e aulomariwlly terminated, in which raze Buyer shall be
<br />entitled to return of its earnest morrcy deposit and all interest seemed thereon.
<br />(c) The Pmperty shall be conveyed by Selltt'u is" and without warranties of
<br />any nature except that Seller wananrs that the total surface acrwge of the Property is within five
<br />(S) acres of the amount staled in Paragraph 1 herclo.
<br />(d) Upon Completion of the purchase and sale under Ihis contract, Buyer shall
<br />waive and release any claims or causes of action that it has or may have agaimt Seller for any
<br />envirorunenlal contamination of the Properly.
<br />(e) Seller and Buyer repreunr Char no broke is entitled to a brokers
<br />wmmission or finder's fee. In the event 1(rat any broker or findtt perfects a claim for a
<br />commission or Bnders fee, the party through whom lht broker or Bnder makes its Haim shall be
<br />responsible for said wmmission ar fee and all wsLS and experuts, including attorney fees,
<br />incurted by the other pony in defending same.
<br />I4. TERMINATION. In the event Ihis contract is terminated, othtt than due to
<br />Buyer's default. all payments and things o(value received hercundtt shall be retained and the
<br />panics shall be relieved of all obligations hereunder.
<br />I S. NOTICE TO BAYER. Any nnrice to Buyer shall be sent by certified mail,
<br />retain receipt requested, and shall be eReclive when received 6y Buyer.
<br />16. NOTICE TO SELLER Any notice to Seller shall b< sem by ctniGed mail,
<br />return receipt requested, and shall be eReclive when received by Seller.
<br />17. MODIFICATION OF THI~CONTRACT. No subsequent modification o(any
<br />of the terms of this conbacl shall be valid, binding upon the panics, or enforceable unless made
<br />in writing and signed by the ponies and approved by the Bankruptcy Caun.
<br />I8. pNTIRE AG__ RFEMFryT. This conlncr cantlitutes [he entire tontmcl between
<br />the ponies relating ro the subject hereof, and any prior agreements pertaining thereto, whether
<br />oral or svrinen, have been merged and integrated into this wntracr.
<br />19. ACCEPTANCE• COUNTERPARTS. This contract shall be effective when
<br />signed by both Buyer and Seller, az evidenced by their signatures below. Evidence of the
<br />signatures herclo may be by eletvonic vnnsmission; the originally exuuted Contract
<br />counterparts shall then be provided by wth party to the other.
<br />A copy of this document may be executed by each party, uparately, and when rash party
<br />has executed a copy dtereof, such copies Luken together shall be deemed to be a tali and complete
<br />convect behveen the parties
<br />SURPLUS ITEMS INC., a Delawart wrporalion, e
<br />wholly owned subsidiary of Holnam Inc., a Delaware
<br />corporation
<br />Dated: v- zs -9s
<br />By: Robin J. it
<br />Its: Vstp ^.-er.~,~+
<br />
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