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DONATION AGREEMENT
<br /> This DONATION AGREEMENT (the "Agreement") is made as of the date of last execution
<br /> hereof by and between A.E. STALEY MANUFACTURING COMPANY, nWa TATE & LYLE
<br /> PLC, a Delaware corporation ("Donor"), and the CITY OF DECATUR, an Illinois municipality,
<br /> ("Donee'). Donor and Donee are also referred to herein individually as a"Party" and collectively as the
<br /> "Parties."
<br /> WHEREAS, Donor is the owner of the real property, and all buildings and structures (the
<br /> "Buildings"), parking areas, improvements and fixtures now situated thereon (the "Improvements'% all
<br /> easements,hereditaments and appurtenances belonging to or inuring to the benefit and pertaining thereto
<br /> (the"Benefits',if any, on the real property legally described in Exhibit A hereto(all such real property,
<br /> Buildings,Improvements,and Benefits collectively referred to herein as the"Property");
<br /> WHEREAS, Donor desires to donate the Property to Donee upon the terms and conditions set
<br /> forth herein;
<br /> WHEREAS, Donee desires to acquire the Property from Donor upon the terms and conditions
<br /> set forth herein;
<br /> WHEREAS,due to the nature of this transaction,Donor is unwilling to make any representations
<br /> or warranties whatsoever regarding the Property, and Donor is only willing to grant Donee the Property
<br /> on an"as is,""where is"and"with all faults"basis;and
<br /> WHEREAS, Donee has been given a full and complete opportunity to conduct its own
<br /> investigation as to any matter, fact or issue that might influence Donee's decision to accept the Property
<br /> from Donor, and Donee is willing to accept the Property from Donor without any representations or
<br /> warranties and on"as is,""where is"and"with all faults"basis.
<br /> NOW, THEREFORE, in and for consideration of the mutual covenants, terms, conditions,
<br /> restrictions,and other provisions set forth herein,the Parties agree as follows:
<br /> 1. Grant and Acceptance of the Donation. Subject to, and in accordance with the terms and
<br /> conditions of this Agreement, Donor agrees to gift and transfer, and Donee agrees to accept and acquire,
<br /> all of Donor's right, title and interest in and to the Property. In consideration of Donor's transfer of the
<br /> Property to Donee, Donee shall perform all of Donee's obligations hereunder. The Parties acknowledge
<br /> and agree that there shall be no consideration or payment of money or goods of any kind made by Donee
<br /> in exchange for Donor's transfer of the Property to Donee.
<br /> 2. As-Is Donation. The Property shall be donated in "AS IS" condition on a"WHERE IS"
<br /> basis and "WITH ALL FAULTS", without representation or warranty of any kind whatsoever, express
<br /> or implied,whether statutory or otherwise, and without any warranties of merchantability or fitness for a
<br /> particular, or Donee's intended, use or purposes, including, but not limited to, with respect to
<br /> environmental matters. Donee hereby further acknowledges and agrees that Donee is relying solely upon
<br /> the inspection, examination, and evaluation of the Property, if any,by Donee and that Donee is accepting
<br /> the Property in "AS IS" condition on a "WHERE IS" basis and "WITH ALL FAULTS", without
<br /> representation or warranty of any kind whatsoever, express or implied, whether statutory or otherwise,
<br /> and without any warranties of merchantability or fitness for a particular, or Donee's intended, use or
<br /> purposes,including,but not limited to,with respect to environmental matters,and not on any information
<br /> provided or to be provided by Donor.Donee acknowledges that it has sufficient information regarding the
<br /> Property; is relying on its own experts and not Donor or any information provided by Donor,if any; and
<br /> Com. i
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