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<br />~. <br /> <br />c. All costs of pro rated taxes attributable to the Chamber of Commerce in its ultimate <br />sale shall be deducted from said $200,000.00. <br /> <br />d. Any and all other reasonable closing costs associated with either transaction shall be <br />deducted from said $200,000.00. <br /> <br />e. The remainder of the $200,000.00, following the deduction of all costs associated <br />with the ultimate sale of the Property, shall be applied as follows: <br /> <br />(1) $60,000.00 (less the City's share of closing costs as specified above) to the <br />City of Paris, to be used by the City of Paris in the construction of an adjacent <br />parking lot to service the Depot building, the Depot park, and Heritage Hall; <br /> <br />(2) The remainder of the City's $60,000.00 (after construction of the above- <br />referenced parking lot) and the Chamber's $140,000.00 shall be applied to <br />construction of improvements to the Depot structure and surrounding <br />properties deemed necessary and appropriate by the Chamber of Commerce <br />and the City of Paris. <br /> <br />3. Deed. At closing, Seller shall deliver a General Warranty Deed to Buyer conveying fee <br />simple title to the Seller's undivided three-tenths (3/10) interest, free and clear of all liens, <br />claims, and encumbrances, except the following "pem1itled encumbrances" : <br /> <br />a. Real Estate Taxes and assessments not yet due and payable; <br /> <br />b. Other grants in favor of third parties that do not materially interfere with the current <br />use 0 f the Property; <br /> <br />c. Easements or other grants to utility companies and/or public or quasi-public entitles <br />to facilitate the delivery of utilities to the Property, or for road, water, sewer, or other <br />public purposes, regardless of whether they are for the benefit of the Property. <br /> <br />4. Property condition. The following agreements are made as to the condition of the <br />Property: <br /> <br />a. Buyer accepts the Property in as is condition. <br /> <br />5. Warranties and remedies. Seller hereby warrants and represents to Buyer that: <br /> <br />a. Seller is the sole owner of Seller's undivided three-tenths (311 0) interest of said real <br />Property with full right to sell and dispose of same as Seller may choose, and that no <br />other person or persons have any claim, right, title, interest or lien in and to or on said <br />undivided real Property interest, save and except that seven-tenths (711 0) interest <br />owned by Buyer, and subject to any and all other claims, liens, or encumbrances <br /> <br />Page 3 of 7 <br />