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retained from the purchase price for payment of utility charges. The retained amount(s), less <br />deductions provided for this in paragraph 8, will be delivered to the SellerSellers no later than 60 <br />days following the Closing Date or delivery of possession, whichever is later. Said funds shall be <br />held by Kennedy & Graven, Chartered, as Escrow Agent, pursuant to the terms of the Escrow <br />Agreement attached here as Exhibit B. The provisions of this paragraph shall not merge with the <br />deed and shall survive closing on the Property. <br />(f) Amounts Due. The Buyer's ability to deduct amounts due under this paragraph <br />from the retained escrow is not exclusive but is in addition to the Buyer's rights at law and equity <br />to collect such amounts from the Seller ellers. The Seller i9Sellers are responsible for the amounts <br />due under this paragraph even if. (i) the Buyer neglects to deduct the amount from escrow; or (ii) <br />the escrowed amount is insufficient to pay all amounts due under this paragraph 8. <br />9. Seller ISe hers' Warranties. The Se4ff a ler hereby representsrenresent and <br />warrantswarrant to the Buyer as of the Closing Date that: <br />(a) Title. The Seller lfashave good, indefeasible, and marketable fee simple title to <br />the Property. <br />(b) Condemnation. There is no pending or, to the actual knowledge of the <br />gellerSellers, threatened condemnation or similar proceeding affecting the Property or any <br />portion thereof, and the Seller hasSellers have no actual knowledge that any such action is <br />contemplated. <br />(c) Defects. The Seller isSellers are not aware of any latent or patent defects in the <br />Property, such as sinkholes, weak soils, unrecorded easements, or restrictions. <br />(d) Legal Compliance. The Seller hasSellers have complied with all applicable <br />laws, ordinances, regulations, statutes, rules, and restrictions pertaining to and affecting the <br />Property and the SellerSellers shall continue to comply with such laws, ordinances, <br />regulations, statutes, rules, and restrictions. <br />(e) Legal Capacity. The Seller hasSellers have the legal capacity to enter into this <br />Agreement. The Seller kasSellers have not filed, voluntarily or involuntarily, for bankruptcy relief <br />within the last year under the United States Bankruptcy Code, nor has any petition for bankruptcy <br />or receivership been filed against the SellerSellers within the last year. <br />(f) Sewer and Water. The Seller warrant that the Property is <br />connected to City sewer and City water. <br />(g) Mechanics' Liens. The Se'mwtsSellers warrant that, prior to the closing, the <br />Sell Sell shall pay in full all amounts due for labor, materials, machinery, fixtures, or tools <br />furnished within the 120 days immediately preceding the closing in connection with construction, <br />alteration or repair of any structure upon or improvement to the Property. <br />(h) Legal Proceedings. There are no legal actions, suits, or other legal or <br />525535v2 SJS ELI 8548 <br />