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Article 9. Prorations: <br />Local properiy taxes, if any, and other assessments due and payable in the year of Closing, as <br />well as rental under any leases or Use Rights that are being assigned, will be prorated as of the <br />date of Closing. Buyer will assume any installments of assessments not yet due and payable. <br />Article 10. 1Veaotiations - Brokers and Finders: <br />Negotiations relative to this transaction have been carried on by both parties without the <br />intervention of any person which will give rise to any valid claim against either of the parties <br />hereto, for brokerage commission or other like payment. Each party hereto shall indemnify and <br />hold harmless the other party against and from any and all claims for brokerage commission or <br />other like payments arising out of the transaction contemplated by this Agreement and occasioned <br />by the indemnifying party. <br />Article 11. Subdivision/Plattini! Compliance: <br />It may be necessary to comply with local or state subdivision or platting laws or regulations prior <br />to Closing. All necessary applications, maps and other requirements to comply with this <br />requirement will be completed by Buyer at Buyer's sole cost and expense, and are subject to <br />review and approval by Seller before filing. If Buyer fails to coinply with subdivision <br />requirements prior to the Closing Date, or if any proposed subdivision plat or parcel map contains <br />conditions affecting Seller, the Property prior to Closing, or other real property owned by Seller, <br />then Seller, in its sole and absolute discretion, may terminate this Agreement. Seller is not <br />obligated to extend the Closing Date due to Buyer's failure to comply with subdivision or platting <br />requirements prior to the Closing Date. <br />Article 12. Mort2age Release: <br />If the Property is subject to a blanket mortgage granted by Seller or a corporate predecessor of <br />Seller, Seller will obtain a release within approximately six (6) months after Closing. <br />Article 13, Eminent Domain. <br />The parties acknowledge that Buyer has the authority to condemn the Property under its power <br />of eminent domain. Buyer represents that it will institute eminent domain proceedings in the <br />event that Seller does not sell the Property upon the terms set forth in this Agreement. The <br />parties further acknowledge that Seller intends to treat the sale of the Property as sold under <br />imminent threat of condemnation, pursuant to Section 1033 of the Internal Revenue Code of <br />1986 (26 U.S.C.). <br />Article 14. Seller's Management Approval: <br />BUYER ACKNOWLEDGES THAT NEITHER THIS AGREEMENT NOR THE <br />NEGOTIATIONS LEADING TO THIS AGREEMENT CREATE ANY OBLIGATION <br />ON THE PART OF SELLER TO SELL THE PROPERTY TO BUYER UNLESS THIS <br />AGREEMENT IS APPROVED IN ACCORDANCE WITH SELLER'S MANAGEMENT <br />POLICY STATEMENT. IF SUCH A.PPROVAL IS NOT GNEN AND <br />124 <br />