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' Decatur—06G0023 c8 - final
<br /> ' 10/19/O5, 10/20/05,10/21/O5, 10/24/OS, 11/11/O5, 12/20/O5, 1/31/06
<br /> h. Except as disclosed in the Phase I Environmental Site Assessment dated January 2003 and Phase II
<br /> Environmental Site Assessment Letter Report dated August 29, 2003 by Bodine Environmental Services, Inc.,to
<br /> Seller's actual knowledge, the Property has not been the site of any deposit, storage, disposal,removal,burial,
<br /> discharge, spillage,uncontrolled loss, seepage or filtration of any Hazardous Substance. Seller will hold Buyer
<br /> harmless from and indemnify Buyer against all costs(including attorney's fees) arising out of a breach of the
<br /> foregoing warranty. If Buyer closes on the Property,Buyer shall be accepting the Property"As Is, Where Is,
<br /> With All Faults". The foregoing,however, is not intended to release Seller from any and all liability that Seller
<br /> may have under applicable law,nor be a waiver of any rights Buyer may have under applicable law by virtue of
<br /> the fact that Seller is an owner within the chain of title to the Property.
<br /> i. The statements contained in Seller s Representations are true on the Effective Date and„will be
<br /> reaffirmed as of the Closing date by Seller by a bringdown certificate identifying whether to Seller's actual
<br /> knowledge any circumstances have changed causing such representations and warranties to no longer be true as of
<br /> the Closing Date, or if none,reaffirming all of such representations and wananties to be true as of the Closing
<br /> Date. �
<br /> 10. Default. If Seller defaults under this Agreement,Buyer may terminate this Agreement,have the Deposit
<br /> refunded,and Seller will reimburse Buyer for Buyer's out-of-pocket expenses up to $150,000.00, as Buyer's only
<br /> remedy. If Buyer defaults under this Agreement, Seller may terminate this Agreement,have the Deposit paid to
<br /> it,and Buyer will reimburse Seller for Seller's out-of-pocket expenses up to$150,000.00, as Seller's only remedy.
<br /> The losing party in any litigation arising from this Agreement will reimburse the other's attorney's fees.
<br /> 11. Brokers. Seller will pay the commissions of Brokers at Closing. Buyer and Seller mutually represent and
<br /> warrant that Brokers are the only brokers, agents or finders involved in this transaction or entitled to a broker's
<br /> commission or finder's fee. If any other person or entity claims a broker's commission or finder's fee due to
<br /> interaction with Buyer or Seller,the party under whom the claim arises will hold the other harmless from and
<br /> indemnify the other against all resulting costs(including attorney's fees).
<br /> 12. Notices.All notices under this Agreement must be written.They will be effective upon receipt when properly
<br /> directed to the Notice Address of the party to receive notice. Notices will be properly directed if delivered in
<br /> person,by nationally recognized overnight mail service,by confirmed facsimile transmission(original sent by
<br /> U.S. Mail),or by certified or registered U.S.Mail(return receipt requested).
<br /> 13. Force Majeure.Performance of an obligation under this Agreement may be delayed if,despite the exercise
<br /> of good faith and due diligence, it is prevented by a cause beyond the reasonable control of the party having the
<br /> obligation. Cause for delay may include labor disputes,civil unrest, fire or casualty, governmental action or
<br /> inaction, and other causes customarily called"force majeure".Financial inability will not be excused by this
<br /> section.
<br /> 14. Acceptance.An offer or counteroffer arising by one party's signing(or subsequently initialing)and delivering
<br /> this Agreement to the other will be withdrawn if no response is given within 10 business days. This Agreement of
<br /> Purchase and Sale will become binding only upon the full and unconditional execution and delivery by all parties.
<br /> 15. Miscellaneous.This Agreement is the entire agreement and incorporates all prior agreements. It may be
<br /> amended only in writing signed by both parties. It will be interpreted under the laws of the state in which the
<br /> Property is located. It is binding on the heirs,personal representatives, successors and assigns of the parties. All
<br /> covenants,representations and wananties survive Closing for two(2)years after the Closing. Performance of any
<br /> work under this Agreement will be good and workmanlike and in compliance with applicable law. "Days"means
<br /> calendar days unless otherwise stated. If the last day for any act falls on a Saturday, Sunday or a federal or state
<br /> holiday,then the time for performance shall be extended to the next business day. The term "business day"means
<br /> any day other than a Saturday, Sunday or federal or state holiday.
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