EXHIBIT 10.49
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AGREEMENT FOR SALE OF REAL PROPERTY
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THIS AGREEMENT made and entered into this 18th day of
June, 2004, by and between the STATE OF ILLINOIS, acting by and
through its DEPARTMENT OF CENTRAL MANAGEMENT SERVICES, 000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx, Xxxxxxxx, hereinafter referred to as Seller, and the
CITY OF ELGIN, a municipal corporation, 000 Xxxxxx Xxxxx, Xxxxx, Xxxxxxxx,
hereinafter referred to as Buyer.
Recitals
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A. Seller is the owner of certain real property and improvements
thereon, hereinafter referred to as the "Property," consisting of
approximately ninety (90) acres of land improved by twenty (20) or
more buildings, commonly known as a portion of the Elgin Mental
Health Center located at 000 Xxxxx Xxxxx Xxxxxx, Xxxxx, Xxxx Xxxxxx
illinoIs, and more fully described in Exhibit A, which is attached hereto
and incorporated herein by reference.
B. Seller has been authorized to sell the aforesaid Property in
accordance with and subject to the provisions of 30 ILCS 605/7.4.
C. Seller is selling the Property to Buyer and its assigns for the
express purpose of commercial and/or industrial development of the
Property by the Buyer and/or its assigns.
D. Seller desires the right and privilege of repurchasing the
Property from the Buyer and/or its assigns in the event the Property is
not utilized for commercial and/or industrial development purposes
within a period of five (5) years from and after the Closing Date of this
Agreement.
E. Seller desires to sell and Buyer desires to buy said Property
on the terms and conditions set forth herein.
Now, therefore, in consideration of the mutual covenants and
promises contained herein, Seller and Buyer agree as follows:
SECTION ONE
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Purchase and Sale
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Seller shall sell and the Buyer shall buy all the right, title, and
interest of Seller to the Property on the terms and conditions set forth
herein.
SECTION TWO
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Purchase Price
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The purchase price for the Property shall be the sum of Nine
Million and No/100 Dollars ($9,000,000.00), payable by Buyer to Seller
as follows:
(a) A deposit in the sum of Four Hundred Fifty Thousand No/100
Dollars ($450,000.00) by certified or cashier's check at the time of
execution of this Agreement (the "Xxxxxxx Money Deposit"). The
parties hereto acknowledge and agree that the Xxxxxxx Money Deposit
has previously been received by the Seller as part of the bid for the
Property. Within ten (10) days of the execution of this Agreement
Seller shall deposit such Xxxxxxx Money Deposit into an interest
bearing joint order escrow account with First American Title Insurance
Company as escrowee to be held by such escrowee for the benefit of
the parties hereto. The cost of such escrow shall be paid by the Buyer.
(b) Seller shall provide a credit in favor of Buyer as against the
purchase price at the time of closing in the amount of Five Million and
No/100 Dollars ($5,000,000.00), said credit representing estimated
and projected costs to be incurred by Buyer in the environmental
remediation and building demolition requirements necessary to
properly prepare the Property for commercial purposes or use as an
industrial park.
(c) The balance of the purchase price by certified or cashier's
check on closing as herein provided.
SECTION THREE
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Title Evidence
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Seller shall deliver, or cause to be delivered, to Buyer within ten
(10) business days hereof,' a survey of the Property prepared by a
Registered Land Surveyor duly licensed and registered in the State of
Illinois, together with a current preliminary title report prepared by First
American Title Insurance Company showing record title of the
described Property in the Seller, subject only to the following:
1. General taxes for the year(s) 2004 and
subsequent years.
2. Easement in favor of the Sanitary District of Elgin for the
construction, operation and maintenance of sanitary sewer
facilities over a 20 foot wide right of way as set for the and
defined in instrument dated November 30,1960 and recorded
July 6,1961 as document 952804.
3. Reservoir, pipes and related facilities as depicted on the plat
recorded December 28, 1962 as document 993002.
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4. Easement in favor of Northern Illinois Gas Company its
successors and assigns for the construction, operation and
maintenance of gas mains and necessary gas facilities,
together with rights of access thereto in, under, across, along
and upon that portion of the land as described in instrument
recorded December 31, 1970 as document 11880498.
5. Illinois EPA notice as to Leaking Underground Tank Section
recorded April 13, 1999 as document 1999K037299.
6. City of Elgin Redevelopment Plan Proposal recorded October
21,2002 as document 2002K133642.
7. Proposed 66 foot wide easement for ingress and egress and
utilities shown on survey prepared by Landmark Engineering
Group, Inc., dated March 3, 2004, order no. 04-793.
8. Roadways and sidewalks along the southerly line of the land
as shown on survey prepared by Landmark Engineering
Group, Inc., dated March 3, 2004, order no. 04-793.
9. Fence from land westerly and adjoining encroached onto the
subject land as shown on survey prepared by Landmark
Engineering Group, Inc., dated March 3, 2004, order no. 04-793.
10. Utility poles on the westerly part of the land and along the
northerly and easterly lines of the land as shown on survey
prepared by Landmark Engineering Group, Inc., dated March
3, 2004, order no. 04793.
11. Sanitary sewer easement along northerly line and
northeasterly part of the land shown on survey prepared by
Landmark Engineering Group, Inc., dated March 3, 2004,
order no. 04-793.
SECTION FOUR
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Delivery of Deed
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At the closing, Seller shall convey, or cause to be conveyed,
good and merchantable title to the Property to Buyer by a recordable
Quit Claim Deed subject only to the exceptions listed in the preceding
Section Three hereof.
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SECTION FIVE
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Delivery of Possession
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Seller shall deliver possession of the Property to Buyer on
closing free and clear of all occupancies and uses except as may be waived
by Buyer.
SECTION SIX
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Closing
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This sale shall be closed on or before September 15, 2004, or at
such other time as the parties may mutually agree in writing, but no
later than October 15, 2004, at the offices of the title company (the
"Closing Date"). Such Closing Date shall be extended for thirty (30)
days from September 15, 2004 to October 15, 2004, if Buyer has
extended the Due Diligence Period provided for in Section Eight (d)
hereof.
SECTION SEVEN
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Expenses of Closing
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The expenses of closing described herein shall be paid in the
following manner:
(a) Any form of title insurance policy or guaranty issued to
Buyer in connection with the closing shall be paid for by Buyer.
(b) Any costs of transfer and recordation of title shall be paid
by Buyer.
(c) Any real estate transfer taxes or other taxes imposed on the
conveyance of title to said Property to Buyer or its nominee, whether
required by State or local government, shall be paid by Buyer.
(d) Compliance with any and all Municipality Transfer Requirements.
SECTION EIGHT
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Conditions Precedent
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(a) Relocation of Seller's Records and Employees. Seller, in the form
of the State of Illinois Department of Human Servic"es, uses several
of the buildings located on the Property for State of Illinois business.
Seller has employees located in Building 69 and records stored in the
Laundry, the location of these facilities being depicted on the Site
Plan, attached hereto, marked as
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Exhibit B and incorporated by reference herein. Seller shall provide for
the relocation of the employees from Building 69 and the removal of
the records in the Laundry not later than the date of the Closing set
forth in Section Six herein. At Closing, Seller shall receive a credit for
50% of its costs for relocating and moving its employees, furniture and
equipment from Building 69, provided, however, such credit shall not
exceed the total amount of Six Hundred and Seventy-Seven
Thousand Five Hundred Dollars ($677,500). Buyer's obligation to pay
such credit is conditioned upon receipt, review and approval of all
costs associated with such relocation prior to Seller incurring such
costs. Seller shall be solely responsible for the costs of removing the
records and associated equipment stored in the Laundry. In the event
the Department of Human Services has not vacated Building 69 and
removed the records from the Laundry facility by the Closing Date, the
Closing Date shall be extended until seven (7) days after the date on
which both the relocation of the employees and removal of records
are completed.
(b) At or before closing, and if requested, Seller shall provide
Buyer with the following:
1. an affidavit providing that there are no parties in possession
of the Property and that there are no unrecorded leases, options
and/or unrecorded contracts to purchase the Property.
2. an affidavit indicating that there is no property manager
employed or, in the alternative, a final lien waiver from any
property manager acting on behalf of Seller.
3. a certified copy of the enabling legislation authorizing the
representatives of the Seller to execute the deed of conveyance
described in Section Four hereof.
4. an affidavit that no new construction has taken place within
the last six (6) months, or in the alternative, satisfactory
evidence of payment in full of the costs of furnishing services,
labor, and materials with any improvements made on the Property.
(c) If either the surveyor the title report referred to in Section
Three hereof (the "Survey" and the "Title Commitment") discloses any
unpermitted encroachment or violation, or exceptions to title other
than the exceptions listed in the preceding Section Three hereof (the
"Unpermitted Exceptions") and such Unpermitted Exceptions are not
acceptable to Buyer, then, within twenty (20) days from Buyer's
receipt of the Surveyor the Title Commitment, as applicable, Buyer
must so notify Seller. If Buyer fails to notify Seller within said twenty
(20) day period, the Unpermitted Exceptions will be conclusively
deemed to be approved by Buyer and shall thereupon become
permitted exceptions. If, within said twenty (20) day period, Buyer
shall notify Seller that all or certain of the
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unpermitted Exceptions. are not acceptable to Buyer (which
notification must specify which Unpermitted Exception$ are
unacceptable), Seller shall have twenty (20) days from Buyers notice
to have such exceptions removed from the Surveyor the Title
Commitment, as applicable, or cause the title company to commit to
insure Buyer against same and provide evidence thereof to Buyer. If
Seller fails to have. such exceptions removed, or insured over, Buyer
may elect, within twenty (20) days after the expiration of Seller's 20-
day cure period, to (i) terminate this agreement without liability
thereafter on the part of any party (in which event the escrow deposit
shall be promptly returned to Buyer), or (ii) accept title subject to such
Unpermitted Exceptions without any dimunition of the purchase price
and such Unpermitted Exceptions shall be thereupon deemed to
constitute permitted exceptions. Buyer's failure to make any election
within said twenty (20) day period shall be conclusively deemed to -
mean that Buyer has elected the option contained in Subsection (ii) of
this Section Eight (c). The Closing Date will be delayed to the extent
necessary to accommodate the foregoing time periods.
(d) Buyer shall have from the date of the entry into this
agreement until 5:00 p.m. Central Time on September 1, 2004 (the
"Due Diligence Period") within which to perform and complete all of
Buyer's examinations, reviews and inspections of all matters
pertaining to the purchase and future development of the Property
(other than title and survey which are governed by Section Eight (c)
above), including, but not limited to, any and all (i) physical,
environmental and compliance matters and conditions respecting the
Property, (ii) confirmation of governmental incentive programs for the
development of the Property; (iii) traffic studies; (iv) engineering plans;
(v) completion of Tax Increment Finance District regarding the
Property. All such inspections and reviews listed above shall be
performed at Buyer's sole cost and expense. During the Due Diligence
Period, Seller shall provide Buyer with reasonable access to the
Property and shall also make available to Buyer such other
information in Seller's possession as Buyer shall reasonably request,
all upon reasonable advance notice. Buyer shall promptly commence,
and shall diligently and in good faith pursue, its due diligence review
hereunder. Buyer shall at all times conduct its due diligence review,
inspections and examinations in a manner so as to not cause damage,
loss, liabilities, lien, cost or expense to Seller or the Property and so
as to not interfere with or disturb any tenant at the Property, and Buyer
will indemnify, defend, and hold Seller and the Property harmless from
and against, any such damage, loss, liabilities, lien, cost or expense
(the foregoing obligation surviving any termination of this Agreement.)
Buyer shall ensure that it is, and its representatives and contractors
are, adequately insured with respect to any work performed
hereunder.
Buyer shall have the right to an extension of the Due Diligence
Period for thirty (30) days after the expiration of the Due Diligence
Period from September 1, 2004 at 5:00 p.m. until October 1, 2004 at
5:00 p.m. Central Time ("Extended Due Diligence Period") if Buyer
reasonablv determines any of the
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matters referred to in the preceding paragraph above have not been
resolved to the satisfaction of Buyer. Buyer shall notify Seller of such
an extension of the Due Ditigence Period by providing Seller written
notice thereof on or before the date the existing Due Diligence Period
expires and whereupon the Extended Due Diligence Period shall
continue until October 1, 2004, at 5:00 p.m. Central Time.
Buyer may make intrusive physical testing (environmental,
structural or otherwise) at the Property (such as soil borings or
material samples) as it chooses (and shall return the Property to the
same condition and repair as before such tests if the transactions
contemplated herein do not close). Seller shall have the right, at its
option, to cause a representative of Seller to be present at all
inspections, reviews and examinations conducted hereunder. Buyer
shall. deliver to Seller true, accurate and complete copies of any
written reports relating to the Property prepared for or on behalf of
Buyer by any third party in the event of the termination of this
Agreement. If, based upon such review, examination or inspection,
Buyer shall reasonably determine in its discretion that it no longer
intends to acquire the Property, then on or before the expiration of the
Due Diligence Period or the Extended Due Diligence Period, Buyer
shall give Seller notice of such determination (such notice being herein
called the "Termination Notice"), whereupon this Agreement, and the
obligations of the parties hereunder, shall terminate and the Xxxxxxx
Money Deposit and all accrued interest thereon shall be returned to
the Buyer, less the sum of Thirty-Five Thousand Dollars ($35,000)
which such sum of Thirty-Five Thousand Dollars ($35,000) shall be
paid to Seller as reimbursement to Seller for its costs for appraisals
and other expenses related to the proposed sale of the Property. In
the event that Buyer does not deliver the Termination Notice to Seller
on or before the expiration of the Due Diligence Period or the
Extended Due Diligence Period, Buyer shall be deemed to have
agreed that the foregoing matters are acceptable to Buyer and that
Buyer intends to proceed with the acquisition of the Property (and,
thereafter, Buyer shall have no further right to terminate this
Agreement pursuant to this Section Eight (d).
SECTION NINE
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Reservation of Easement
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Buyer shall construct a curbed entrance and roadway for ingress
and egress to the utility easement, which is more fully shown on the
survey described at item num'ber 7 of Section Three hereinabove, and
which the Seller reserves unto itself, and its successor and assigns in
perpetuity, to the power plant parcel (3.51 acres), of which the Seller
retains title, as shown and described on the Plat of Survey. Buyer
shall ensure that construction of said roadway does not interfere with
the Property's underground tunnel system.
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SECTION TEN
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Restrictions on Utilization of Property
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(a) In the event Buyer and/or its successors or assigns do not
institute the utilization of the described Property, or a part of the
described Property, after five (5) years from the Closing Date of this
Agreement for commercial and/or industrial development purposes
Seller shall have an option to repurchase the Property upon the terms
and conditions set forth in this Section Ten.
(b) The provisions of this Section Ten and Seller's option to
repurchase the Property shall be nullified and of no force and effect
without further action of the parties from and after and on the
occurrence of either of the following circumstances: (i) the
incorporation of the described Property as part of an industrial park by
the Buyer and/or its successors or assigns; or (ii) the institution of
actual construction of the integral parts and components of an
industrial park, manufacturing plant or some other form of commercial
and/or industrial development on the Property. The commencement of
the construction of a building foundation for a commercial and/or
industrial building on the Property shall be deemed to satisfy the
requirement of Subparagraph (ii) hereof.
(c) In the event either of the circumstances described in the
foregoing Section Ten (b) have not occurred after five (5) years following
the Closing Date of this Agreement, the Seller shall then have the option
to repurchase the property from the Buyer or its successors or
assigns. The Seller shall exercise such option to purchase the
Property by giving the then record owner of the Property written notice
thereof. The purchase price for the Property shall consist of the sum of
four million dollars ($4,000,000) plus the monies the Buyer and/or its
successors and assigns including, but not limited to, the then record
owner of the Property have expended up to such point in time in
connection with or relating to the costs of environmental remediation,
asbestos abatement and building demolitions on the Property. The
Closing shall be within sixty (60) days of the then record owner of the
Property receipt of such written notice from Seller. The.other terms of
such repurchase of the Property by the Seller shall be as provided in
Sections Three, Four, Five, Seven and Eleven of this Agreement. In
the event Seller repurchases the Subject Property pursuant to this
Section Ten, the Buyer and its successors and assigns shall be
relieved of any obligations under Sections Eleven and Twelve of this
Agreement. The purchase price of Seller's repurchase of the Subject
Property as provided for in this Section Ten shall be paid by Seller to
the then record owner of the Property as follows: One million dollars
($1,000,000) of the Property at closing and the balance of the
purchase price consisting of three million dollars ($3,000,000) and the
amount of the monies the Buyer and/or its successors and assigns
including, but not limited to, the then record owner of the Property
have expended up to such point in time in connection with or relating
to the costs of environmental
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remediation, asbestos abatement and building demolitions on the
Property immediately upon the Seller's resale, reconveyance or
redevelopment of the Property. In the event the Seller repurchases the
Property as provided in this Section Ten, Seller shall use reasonable
and diligent efforts to thereafter promptly resell, reconvey or redevelop
the Property in order to promptly repay the balance of the purchase
price as provided herein.
(d) Notwithstanding anything to the contrary in this Section Ten
or in this Agreement, it is agreed and understood that if after five (5)
years following the Closing Date of this Agreement Seller reasonably
determines the then record owner of the Property is using reasonable
and diligent efforts to accomplish either of the circumstances
described in the preceding Section Ten (b) hereof, Seller shall not
exercise its option to repurchase the Property as described in this
Section Ten until such time as Seller reasonably determines the then
record owner of the Property is no longer using such reasonable and
diligent efforts to institute such utilization of the Property for
commercial and/or industrial development purposes.
SECTION ELEVEN
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Absence of Warranties by Seller
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(a) The Property and improvements thereon are conveyed "AS
IS" and 'WHERE IS" without representation, warranty, or guaranty by
Seller as to the quantity, quality, character, title, condition, size or
kind, or that the same is in condition or fit to be used for the purpose
for which intended, and no claim for allowance, loss, or deduction
upon such grounds will be considered; there is no obligation on the
part of Seller to make any alterations, repairs, or additions to the
Property; Seller shall not be liable or responsible for any latent or
patent absolute or contingent, known or unknown, obvious or hidden,
defects, liabilities or obligations to, under, at, on or associated with the
Property, including any and all improvements located thereon; and
Buyer acknowledges that Seller has made no representation or
warranty concerning the condition or state of repair of the Property,
including any and all improvements located thereon, if any, nor any
agreement or promise to alter, improve, adapt, or repair any portion of
the Property.
(b) Buyer covenants and agrees that Seller assumes no liability
for future remediation of asbestos or damages for personal injury,
illness, disability, or death arising from exposures to asbestos, to
Buyer, its successors and assigns, future owners, heirs, and
executors, or to any other person, including members of the general
public, arising from or incident to the purchase, transportation,
removal, handling, use, disposition, or other activity causing or leading
to contact of any kind whatsoever with asbestos on the Property,
whether Buyer, its successors and assigns, future owners, heirs and
executors, have properly warned or failed to properly warn the
individual(s) injured. Seller will not be
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responsible for any future remediation of asbestos and asbestos
containing materials that are contained within or a part of buildings
and/or structures existing on the Property, to the extent such
remediation is required by law.
(c) Buyer acknowledges that it has been notified of the
opportunity to inspect the Property as to its asbestos content and
condition and any hazardous or environmental conditions thereto.
Buyer shall be deemed to have relied solely on its own judgment in
assessing the overall condition of all or any portion of the Property,
including, without limitation, any asbestos hazards or concerns.
(d) No warranties, either expressed or implied, are given by the
Seller with regard to the condition of the Property, including, without
limitation, whether the Property does or does not contain asbestos or
is or is not safe for a particular purpose. The failure of Buyer to
inspect, or to be fully informed as to the condition of all or any portion
of the Property offered, will not constitute grounds for any claim or
demand against the Seller.
(e) Buyer specifically acknowledges that Buyer is not relying on
(and Seller hereby disclaims and renounces) any representations or
warranties made by or on behalf of Seller of any kind or nature
whatsoever, except for those particular representations and
warranties expressly provided in this Agreement. Further, Buyer, for
Buyer and Buyer's successors and assigns, hereby releases Seller
from and waives any and all claims and liabilities against Seller made
by Buyer for, related to, or in connection with, any environmental or
physical condition at the Property (or the presence of any matter or
substance relating to the environmental condition of the property),
including, but not limited to, claims and/or liabilities relating to (in any
manner whatsoever) any hazardous, toxic or dangerous materials,
waste or substances located in, at, about or under the Property, or for
any and all claims or causes of action (actual or threatened) based
upon, in connection with, or arising out of, CERCLA, as amended by
XXXX, and as may be further amended from time to time, RCRA, or
any other claim or cause of action (including any Federal or State
based statutory, regulatory or common law cause of action) related to
environmental matters or liability with respect to, or affecting, the
Property. Buyer represents to Seller that Buyer has conducted, or will
conduct prior to closing, such investigations of the Property, including
but not limited to, the physical and environmental conditions thereof,
as Buyer deems necessary to satisfy itself as to the condition of the
property and the existence or nonexistence of, or curative action to be
taken with respect to, any hazardous or toxic substances on or
discharged from the land or the improvements, and will rely solely
upon same and not upon any information provided by, or on behalf of,
Seller, its agents and employees with respect thereto, other than such
representations and warranties of Seller as are expressly set forth in
this Agreement. Upon closing, a~s between Buyer and Seller, Buyer
shall assume the risk that adverse matters, including but not limited to,
adverse physical and environmental conditions, may not have been
revealed by Buyer's investigations, and Buyer, upon closing, shall be
deemed to have
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waived, relinquished and released Seller from and against any and all
claims, demands, causes of action (including causes of action in tort),
losses, damages, liabilities, costs and expenses (including attorneys'
fees and court costs) of any and every kind or character, known or
unknown, which Buyer might have asserted or alleged against Seller,
at any time by reason of or arising out of any latent or patent defects
or physical conditions, violations of any applicable laws (including,
without limitation, any environmental laws) and any and all other acts,
omissions, events, circumstances or matters regarding the Property,
Buyer agrees that, should any cleanup, remediation or removal of
hazardous substances and/or waste or other environmental conditions
on the property be required after the date of closing, such cleanup,
removal or remediation shall not be the responsibility of Seller but
shall be the responsibility of Buyer or a third party, as the case may be.
SECTION TWELVE
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Indemnification
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Buyer covenants and agrees, at its sole cost and expense, to
protect, defend, indemnify, release and Kold Seller harmless from and
against any and all losses imposed upon or incurred by or asserted
against Seller and directly or indirectly arising out of or in any way
relating to anyone or more of the following:
(a) any presence of any hazardous substances in, on, above, or
under the Property;
(b) any past, present or threatened release of hazardous
substances in, on, above, under or from the Property;
(c) any activity by Buyer, its successors or assigns, or any other
user of the Property in connection with any actual, proposed or
threatened use, treatment, storage, holding, existence, disposition or
other release, generation, production, manufacturing, processing,
refining, control, management, abatement, removal, handling, transfer or
transportation to or from the Property;
(d) any activity by Buyer, its successors or assigns, or any other
user of the Property in connection with any actual or proposed
remediation of any hazardous substances at any time located in, under,
on or above the Property, whether or not such remediation is voluntary or
pursuant to court or administrative order, including but not limited to any
removal, remedial or corrective action;
(e) any past, present or threatened non-compliance or violations of
any environmental laws (or permits issued pursuant to any environmental
law) in connection with the Property or operations thereon, including but
not limited to any failure by Buyer;
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(f) the imposition, recording or filing or the threatened imposition,
recording or filing of any environmental lien encumbering the Property;
(g) any administrative processes or proceedings or judicial
proceedings in any way connected with any matter addressed in this
Agreement;
(h) any past, present or threatened injury to, destruction of or loss
of natural resources in any way connected with the Property, including
but not limited to costs to investigate and assess such injury, destruction
or loss;
(i) any acts of Buyer, its successors or assigns, or any other user of
the Property in arranging for disposal or treatment, or arranging with a
transporter for transport for disposal or treatment, of hazardous
substances at any facility or incineration vessel containing such or similar
hazardous substances;
(j) any acts of Buyer, its successors or assigns, or any other user of
the Property in accepting any hazardous substances for transport to
disposal 'or treatment facilities, incineration vessels or sites from which
there is a release, or a threatened release of any hazardous substance
which causes the incurrence of costs for remediation;
(k) any personal injury, wrongful death, or property or other
damage arising under any statutory or common law or tort law theory,
including but not limited to damages assessed for private or public
nuisance or for the conducting of an abnormally dangerous activity on or
near the Property; and
(l) any misrepresentation or inaccuracy in any representation or
warranty or material breach or failure to perform any covenants or other
obligations pursuant to this Agreement.
SECTION THIRTEEN
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Risk of Loss
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Seller shall bear the risk of all loss or damage to the Premises
until the closing. Should there be damage prior to closing that
materially affects the value of the Property, Buyer may terminate this
Agreement, at its option, and any deposit shall be refunded to Buyer.
SECTION FOURTEEN
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Default
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A. Default By Buyer. If Buyer shall default under this Agreement prior
to Closing, the Xxxxxxx Money Deposit shall be retained by the Seller as
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