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� Decatur—06G0023 c8 -final
<br /> ` 10/19/O5, 10/20/05,10l21/O5, 10/24/O5, 11/11/O5, 12/20/O5, 1/31/06
<br /> documents as are reasonably required for Closing and issuance of the Title Policy.All documents will be
<br /> satisfactory to Buyer and Seller.
<br /> 7. Prorations and Expenses.Real estate taxes will be prorated between Buyer and Seller as of Closing. Seller
<br /> will pay off all special assessments before Closing. If the real estate tax proration is based on an estimate and the
<br /> actual tax, when known, differs from the estimate by more than $100,Buyer and Seller will make appropriate
<br /> post-Closing reimbursements to achieve an accurate tax proration. Seller will pay for all income and rollback
<br /> taxes, any impact fees, preparing the Deed,recording and conveyance taxes),Brokers'commissions,Title Policy
<br /> premiums, its counsel fees, 50% of any closing fee, and any other charges allocated to Seller in this Agreement.
<br /> Buyer will pay its counsel fees, 50% of any closing fee, cost to record the deed(excluding recording and
<br /> conveyance taxes) and any other charges allocated to Buyer in this Agreement
<br /> 8. Risk of Loss.Risk of loss or damage to the Property by fire,casualty or other cause will remain upon Seller
<br /> until Closing. If any loss or damage to the Property occurs and is not repaired by Seller before Closing, or if an
<br /> eminent�domain proceeding is initiated against the Property before Closing, Buyer may cancel this Agreement by
<br /> notice to Seller within 30 days after Buyer's receipt of notice of such casualty or eminent domain proceeding
<br /> being initiated.Then, after return of the Deposit,neither party will have further rights or obligations under this
<br /> Agreement. As an alternative, at its option,Buyer may proceed to Closing and receive by assigrunent from Seller
<br /> all insurance and condemnation proceeds.
<br /> 9. Representations. Seller covenants,represents and warrants to Buyer:
<br /> a. Seller presently owns all the Property. Seller has not granted any right to possession of all or any part
<br /> of the Property to any person or entity.
<br /> b. Seller has full right,power and authority to enter into and fully perform this Agreement, and to convey
<br /> the Property to Buyer according to this Agreement, all without the consent, approval or joinder of any other
<br /> person or entity.
<br /> c. No pending assessments(other than general ad valorem taxes)or condemnation proceedings affect the
<br /> Property or the Contemplated Use. To Seller's actual knowledge,there are no proposed or contemplated
<br /> assessments,plans to widen or realign any street or highway, or condemnation proceedings that would affect the
<br /> Property or the Contemplated Use.
<br /> d. Seller is not now involved in or aware of any pending or threatened litigation,proceeding, claim or
<br /> controversy,that affects or may affect the Property.
<br /> e. Seller has not entered into any agreements, contracts, leases or restrictions would limit,restrict, impair 'i
<br /> or prevent the Contemplated Use,other than the Operation and Easement Agreement dated January 7, 2004 I
<br /> between Target Corp. and Seller,recorded in Book 3445 at Page 207 as Document No. 1647689 in the Macon I
<br /> County,Illinois Recorder's Office("O.E.A.");to Seller's actual knowledge there are no employment,
<br /> management,maintenance, service, supply or union contracts pertaining to the Property that will survive Closing. I
<br /> f.This Agreement does not violate any agreement or instrument to which Seller is a party. To Seller's
<br /> actual knowledge,the Contemplated Use does not violate any agreement or instrument binding upon Seller,nor
<br /> any law, regulation, order or decree governing Seller or the Property. Seller is not a party to and has no actual
<br /> knowledge of any unrecorded lease,contract or agreement,written or oral,that would adversely impact the
<br /> Contemplated Use.
<br /> g. Seller will exercise reasonable care in maintaining the Property between the Effective Date and
<br /> Closing. Except as otherwise provided in this Agreement,the Property will be delivered at Closing in
<br /> substantially the same condition as exists on the Effective Date.
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