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<br />$. FYIDENCE OF TITLE. Sella shall fumtsh to Buver, m Scllur'> expense. a
<br />cumcm commitment for an owners tide msumne<policy (except thin mineral ownership will nm
<br />b, insured) in an amount equal in the purchase pnce on or before November 15.1994 (Tnk
<br />I i'.iJlin[). Buyer shall have the nehi io approve Sellers choice o(undenvrittr II Buyer ob~eas
<br />i 'lid underwriter, Buyec shall orange for an undenvrittt of its chwtt prior to clasine
<br />Buyer may require oC Seller that copies o[ instmm<nts fisted in the schedule o[ exceptions
<br />(Exceptions) in the title insurance commitment also be (umished to Buyer at Seller's expense.
<br />l~nis requirement shall pertain only w insuuments shown o(record in she otTace of the clerk and
<br />order of the designated county or coumics The title insurance commitment, together with any
<br />ems oC insituments (umished pursuant to this S<ttion 5, constitute she Lisle documents (Thle
<br />U~cumenls). Buyer, or Buyets designee, must request Seller, in writing, to furnish copies of
<br />r ~:wm<nts listed N the schedule aC exceptions no late[ than seven (1) calendar days aficr Title
<br />Ucadline, and Seller shall provide same ss soon as practicable.
<br />Seller will pay the premium for such Wile insurance at closing and have the title insurance
<br />y, ~Itcy delivered w Buyer as soon as practicable after closing.
<br />(e) Title Review. Buyer shall have the: tight to inspect the Title Documents. W risen
<br />notice by Buyer of unmercharuabiliry of rid<or o(any ocher unsatisfactory title condition shown
<br />by the Title Documents shall be si¢ned by or on behalf of Buyer and given to Seller on or before
<br />rv ~:nty~one (21) calendar days aficr Title Deadline, or within twelve (12) calendar days aficr
<br />re opt by Buyer of any Title Document(s) or endorsement(s) adding new Exception(s) ro the
<br />title comminnent together with a copy of the Tide Document adding new Exuption(s) to title. If
<br />Seller does nor receive Buyets notice by the date(s) specified above or by the date of she hearing
<br />o~i the motion Bled with the Bankruptcy Court pursuant to paragraph I7(b), Buyer shall be
<br />~ i amed to have accepted the condition oRitl< az diulosed by the Title Documcnu ss
<br />satisCclory.
<br />(b) Masers Not Shown by rh< Public Records. Seller shall deliver to Buyer, on or
<br />be(orc the Title Deadline ut (arth in Section S, true copies of sll lease(s) end survey(s) in Sellers
<br />p~~sussion pertaining to the Properry• and shall disclose to Buyer ell eazements, liens Or other title
<br />u,eners not shown by the public records oCwht<h Seger has ncmal knowledge. Buyer shall hoe e
<br />i I e right to inspect the Properly ro demrmine if any third pany(s) has any right in the Property
<br />n•rt shown 6y the public records (such az an utv«orded easement, unrecorded Itase, or boundary
<br />I~ne discrepancy). Written notice of any unsaiisfacrory condition(s)discloud by Seller or
<br />revealed by such inspection shall b< stoned b~ oc on behalf of Buyer and given to Seller on or
<br />before November 28, 1994. If Seller does not receive Buyets notice by said date, Buyer a[eeprs
<br />[isle subject to such rights, if any, of third parries oCwdsich Buyer has actual knowledge.
<br />(c) R'eht to Cure. 1($ell<r receives notice of unme¢hantabiliry of tide or any other
<br />unsmis(aaory title condition(s) as provided in Subsection (a) or (b) above, Seller shall use
<br />reasonable el(ons to eortect said unsatisfacrary title condition(s) prior to the date of closing. if
<br />Seller fails to <ortecr said unsatisfactory title condition(s) on or before the date of the Closing,
<br />this <ontntt shall then lerminare; provided, however, Buyec may, by vrtiuen notice received by
<br />Seller, on or before closing, waive objection to said unsatisfactory title condition(s).
<br />7. INSPECTION. Buyer or any designee of Buyer shall have the right to have
<br />inspection(s) of the physical condition o(the Property at Buyec s expense I(wrinen notice of
<br />any unsatisfactory condition, signed by or on behal(of Buyer, is not received by Seller on or
<br />before November 28, 1994 (Objection Deadline), the physica4 condition of the Property shell be
<br />deemed ro be satisfactory to Buyer. If such notice is received by Seller ss set forth above, end if
<br />Buyer and Seller have not agreed, in writing, to a unlement thereof on or before trn (10) days
<br />after the Objection Deadline (Resolution Deadline), this Contract shall terminate tlvtt (7)
<br />calendar days fallowing she Resolution Deadline unless, within Ilse duce calendar days, Seller
<br />receives wrinen nonce from Buyer waiving objection to any trnsatisfactory condition. In such
<br />even4 the S<Iler shall refund the eamcss money deposit to Buyer, and both Partin hereto shall be
<br />released from any liability hereunder. Buyer is responsible for and shall pay (or any damage
<br />which occurs to the Progeny az a result of such insptttian.
<br />8. DATE OF CLOSING. The dam o(closing shaft b< within twenty (20) days aficr
<br />bankruptcy coup approval (es described in paragraph 17). The hour and place ofclosing shall be
<br />designated by mutual agreement of the panics.
<br />9. TRANSFER OF TITLE. Subject to lender or payment at <lasirg ss requittd
<br />herein end compliance by Buyer with the other [eons and provisions herco(, Seller shell execute
<br />end deliver a good and suRcienr bargain end sale deed to Buyer al closing, conveying the
<br />Property (tee and clear o(all taxes except the general taxes for the year of closing and free and
<br />clear of all restrictions except as shown on the title comsrtiunent or on Ezhibit'A' hereto. Tttfe
<br />shall be conveyed free and clear of all liens for special improvements installed es oCthe date of
<br />Buyets signature hereon, whether azscsud or not; except (i) distribution utility casements
<br />(including cable TV), (ii) those man<rs shown in the title commitment delivered to Buyer, (iii)
<br />those rights, if any, of third parties in the Property az referenced in paragraph 6(b), (iv) inclusion
<br />o(lhe Property within any special taxing disuict, and (v) subject ro building and inning
<br />regulations
<br />10 PA}'MENTS OF ENCUMBRa NCFS. Any encumbrance required to be paid
<br />shall be paid at err before closing from the procttds of this vansaction or from any other source.
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