8570-12 Authorize purchase of 1446 Mars & 1436 Grace

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to Seller), using as the basis for the proration of taxes and assessments the rate and valuation shown for the Property on the last available tax duplicate. When the actual tax bill(s) become(s) available, the parties shall adjust directly any difference in taxes for the period prior to Closing. Seller warrants that Seller has received no written notice of any proposed assessment from any governmental authority. B. Seller shall order final meter readings to be made as of the Closing Date for all utilities serving the Property and Seller shall pay all final bills rendered from such meter readings. To secure the payment of the final water and sewer charges the Escrow Agent is authorized to withhold $-l)- from Seller's fiords until the Escrow Agent leas received evidence to its satisfaction that such charges have been paid in full, but Seller's liability for payment of such charges shall not be lim- ited to the amount so withheld. C. The Escrow Agent shall charge to Seller: (I) the conveyance fee and transfer taxes; (2) the cost of removing or discharging any defect, lien or encumbrance required for conveyance of the Property as required by this Agreement; (3) the amount due to Buyer for any prorations or credits under this Agreement; (4) one-half the escrow fee; and (5) any real estate• broker's commission re- quired to be paid by Seller. D. The Escrow Agent shall charge to Buyer: (l) the cost of the Title Commitment; (2) the cost for the title examination and the premium for the Owners Title Policy, the cost of a Lender's Policy, if any, and any endorsements; (3) the cost of recording the Deed; (4) any costs incurred in connec- tion with Buyer's financing for this transaction; and (5) one-half the escrow fee. E. The Escrow Agent shall charge to the party benefited any other charges not specified in (C) and (D)• 11. NOTICE. A11 notices given pursuant to this Agreement shalt be communicated in writing by: (a) hand delivery; (b) U.S. Mail; (c) facsimile; or (d) electronic mail; and shall be deemed given upon actual receipt. 12. TERMINATION. If a party has performed its obligations under this Agreement and, being entitled to do so, that party has elected to terminate this Agreement, then that party shall give the other parry and the Escrow Agent written notice of the termination within 3 days following the date on which the right to terminate arose (or such other date as specified herein). Except as otherwise specified in this Agreement, upon any such permitted termination, the parties shall sign a Mutual Release and instruct the Escrow Agent to promptly rehu•n all funds (including the deposit) and documents to the party which deposited them, whereupon Seller, Buyer, and the Escrow Agent shall be relieved of liability hereunder, except that Seller shall be liable for the title examination charges, if any, incurred prior to the termination. 13. TIME. Time is of the essence of this Agreement. 14. BUYER DEFAULT: REMEDIES. If Buyer fails to pay the Purchase Price promptly when the same shall become due, or defaults in the performance of any covenant or agreement herein contained, and such failure or default continues for 5 days following written notice from Seller, then Seller may ter- minate this Agreement. Upon such termination: A. the patties shalt sign a mutual release and instruct, the Escrow Agent to deliver the Deposit (after deducting any title charges incurred prior to such termination) to Seller as liquidated damages as Seller's sole remedy for the default; or