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Seller or Purchaser, in accordance with the terms of this Agreement, if Closing does not <br />_ occur. Interest on the Earnest Money Deposit shall be paid to the Party entitled to <br />~' receive the Earnest Money Deposit pursuant to this Agreement. <br />(d) Seller and Purchaser shall deposit their respective documents, and <br />Purchaser shall deposit the Purchase Price, less the Earnest Money Deposit, with the <br />Title Company on or before the Closing Date. Seller's documents shall include the <br />Deed, any documents required by the Title Company and a certified copy of resolutions <br />of Seller's Board of Directors authorizing this transaction. <br />(e) At Closing, Seller shall pay: (i) all of the Title Costs; (ii) one-half of the <br />cost of the Survey, (iii) all transfer taxes and conveyance fees required to be paid in <br />connection with the transfer of the Premises to Purchaser; (iv) one-half of the Title <br />Company's fees for its services as escrow agent hereunder, and (v) any other charges or <br />prorations as required herein. At Closing, Purchaser shall pay: (i) the cost of recording <br />the Deed; (ii) one-half the cost of the Survey; (iii) one-half of the Title Company's fees <br />for its services as escrow agent hereunder; and (iv) any other charges or prorations as <br />required herein. <br />(f) At Closing, the Title Company shall: (i) deliver the Deed to Purchaser by <br />filing the Deed for record in the public records in which the Premises are located; (ii) <br />pay to Seller the Purchase Price less any credits to which Purchaser is entitled; (iii) issue <br />the Title Policy; and (iv) charge Seller and Purchaser for other respective costs. <br />10. CONDEMNATION AND EMINENT DOMAIN. If any portion of a Parcel <br />is condemned or subjected to a taking, either total or partial, by eminent domain for any <br />public or quasi-public use, Purchaser shall have the right exercisable by notice to Seller, <br />to either.proceed to close this transaction, in which event Purchaser shall be entitled to <br />participate in any such condemnation or eminent domain proceedings and to receive all <br />of the proceeds attributable to any portion of the Premises to be conveyed to Purchaser <br />with no reduction in the Purchase Price, or to terminate this Agreement, in which event <br />all funds and documents shall be returned to the depositing Party, the Earnest Money <br />Deposit and all other monies and documents deposited by Purchaser in escrow shall be <br />returned to Purchaser; Seller and Purchaser shall pay the costs and expenses of this <br />transaction chargeable to them; and Seller and Purchaser shall have no further rights or <br />obligations hereunder except as otherwise set forth herein. <br />11. DAMAGE jDESTRUCTION. Until the Closing Date, Seller shall maintain <br />insurance coverage insuring the Premises and shall maintain the Premises in the same <br />condition as exists on the Effective Date, except for ordinary wear and tear. If, before <br />the Closing Date, any part of the Premises is destroyed or damaged, Purchaser shall have <br />the right: <br />(a) to terminate this Agreement by written notice- to Seller and to receive back <br />all monies paid or deposited hereunder or in connection herewith; or <br />(b) to accept the Premises in its then current condition and to receive the <br />proceeds of any insurance settlement and the amount of Seller's deductible. <br />MRU\L960439\AGR00003.002 $ <br />