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49461726v5 <br /> <br />8 <br />222417v6 <br /> <br />If the contingencies set forth herein have not been satisfied or waived by Purchaser by the dates <br />specified, this Agreement shall be null and void and neither party shall have any further obligations <br />hereunder, except that the Deposit shall be refunded to Purchaser. The contingencies set forth in <br />this Paragraph are for the sole and exclusive benefit of Purchaser, and Purchaser shall have the <br />right to waive the contingencies by giving notice to Seller, provided Purchaser abides by the time <br />requirements set forth above. <br /> <br />11. PLATTING. <br /> <br />(a) The parties shall work together in good faith to agree to the dimensions and legal <br />descriptions of the Property and the Retained Property promptly after completion <br />of the Survey. Thereafter, Purchaser shall use its commercially reasonable efforts <br />to plat the Seller Property in a manner reasonably acceptable to Purchaser and <br />Seller, provided that such plat (the “Plat”) shall create the Property and the <br />Retained Property as outlots. Seller shall reasonably cooperate, at no out of pocket <br />cost to Seller, to assist Purchaser in creating the Plat and in granting any easements <br />or other entitlements and encumbrances as may be reasonably required by the <br />applicable governmental authorities. Purchaser shall be responsible for the cost of <br />the Survey and of creating and obtaining approvals for the Plat. <br /> <br />(b) The obligations of both parties under this Agreement are expressly contingent upon <br />Purchaser obtaining all necessary approvals for the Plat, in a form reasonably <br />acceptable to both parties, and recording the Plat at Closing. The contingency set <br />forth in this Paragraph is for the mutual benefit of both parties, and either party <br />shall have the right to terminate this Agreement pursuant to this contingency by <br />giving written notice to the other on or before the Closing Date. Failure to terminate <br />this Agreement pursuant to this Paragraph shall be deemed to be waiver thereof. If <br />this Agreement is terminated pursuant to this Paragraph, then Purchaser shall be <br />entitled to a refund of the Deposit. <br /> <br />12. CLOSING. The closing hereof (the “Closing”) shall take place on the earlier of (i) <br />the tenth (10th) business day after Purchaser waives the Due Diligence Period; or (ii) Februrary 14, <br />2023 (the “Outside Closing Date” with the date that the transaction actually closes, the “Closing <br />Date”). The Closing shall take place at the offices of the Title Company as an escrow closing, <br />unless otherwise agreed by the parties in writing. At Closing, Seller and Purchaser shall disclose <br />their Social Security Numbers or Federal Tax Identification Numbers for the purpose of <br />completing state and federal tax forms. <br /> <br />13. SELLER’S OBLIGATIONS AT CLOSING. On the Closing Date, Seller shall <br />deliver possession of the Property to Purchaser in substantially the condition that it is in on the <br />Effective Date. Seller shall execute and/or deliver to Purchaser the following (collectively the <br />"Closing Documents"): <br /> <br />(a) Quit Claim Deed. A Quit Claim Deed in recordable form and reasonably <br />satisfactory to Purchaser, which shall include the following well representations: “Seller certifies <br />that the Seller does not know of any wells on the described Property.”