IN ACCORDANCE WITH SECTION 8.2(E);
(L)
ANY AMOUNTS FOR WHICH THE SELLER PARTIES ARE LIABLE PURSUANT TO
SECTION 3.4;
(M)
ANY DISCLOSURE DOCUMENT REQUIRED TO BE DELIVERED IN ACCORDANCE WITH
THE INDIANA RESPONSIBLE TRANSFER PROPERTY LAW (IND. CODE § 13-251-3-1 ET SEQ.);
(N)
AN ALTA (FORM B-1992) OWNER POLICY OF TITLE INSURANCE, WITH AN
ENDORSEMENT PROVIDING "EXTENDED COVERAGE" OVER THE STANDARD EXCEPTIONS CONTAINED
IN SUCH FORM OF OWNER POLICY OF TITLE INSURANCE AND SUCH OTHER ENDORSEMENTS AS
ARE REASONABLY REQUESTED BY THE BUYERS (THE "TITLE POLICY"), ISSUED BY CHICAGO
TITLE INSURANCE COMPANY (THE "TITLE COMPANY"), IN THE AMOUNT OF $100,000,000,
AND INSURING THAT (I) GOOD AND MARKETABLE TITLE TO THE OWNED REAL PROPERTY AND
(II) VALID EASEMENT INTERESTS IN THE OTHER REAL PROPERTY INTERESTS ARE VESTED IN
THE BUYERS, SUBJECT TO NO EXCEPTIONS TO TITLE OTHER THAN THE PERMITTED
ENCUMBRANCES;
(O)
A SURVEY OF THE SITE (THE "SURVEY") PREPARED BY A SURVEYOR
LICENSED IN THE STATE OF INDIANA, (I) CERTIFIED TO THE SELLER PARTIES, THE
BUYERS AND THE TITLE COMPANY IN ACCORDANCE WITH A FORM OF CERTIFICATION WHICH IS
REASONABLY ACCEPTABLE TO THE BUYERS, SUCH CERTIFICATION TO INCLUDE A STATEMENT
THAT THE SURVEY HAS BEEN PREPARED IN ACCORDANCE WITH "MINIMUM STANDARD DETAIL
REQUIREMENTS FOR ALTA/ACSM LAND TITLE SURVEYS" JOINTLY ADOPTED BY ALTA, ACSM AND
NSPS IN 1999 AND INCLUDING ITEMS 1, 4, 6, 7(A), 7(B)(1), 7(C), 8-10, 11(B) AND
13-16, (II) SHOWING NO GAPS, GORES, ENCROACHMENTS OR OTHER MATTERS WHICH ARE NOT
PERMITTED ENCUMBRANCES, (III) SHOWING THAT THE EASEMENTS CREATED BY (A) THAT
CERTAIN EASEMENT AGREEMENT, DATED MARCH 10, 2000, BETWEEN WEST FORK LAND
DEVELOPMENT COMPANY, L.L.C. AND LARRY B. MURRAY AND (B) THAT CERTAIN EASEMENT
AGREEMENT, DATED MARCH 10, 2000, BETWEEN WEST FORK LAND DEVELOPMENT COMPANY,
L.L.C. AND CHARLES L. MURRAY AND BARBARA NELL MURRAY, CONSTITUTE A CONTINUOUS
EASEMENT CORRIDOR BETWEEN THE FEE PARCELS OWNED BY WHEATLAND LLC AND THE FEE
PARCELS OWNED BY LAKE LLC AND (IV) PLOTTING THE LOCATION OF THE WATER PIPELINE,
GAS TRANSMISSION PIPELINE AND ELECTRICAL TRANSMISSION POLES AND LINES SERVING
THE WHEATLAND FACILITY AND CONFIRMING THAT SUCH PIPELINES, POLES AND LINES LIE
WHOLLY WITHIN THE OWNED REAL PROPERTY OR THE OTHER REAL PROPERTY INTERESTS; AND
(P)
SUCH REAL ESTATE TRANSFER DECLARATIONS, DISCLOSURES OR FORMS AND
SUCH OTHER DOCUMENTS, INSTRUMENTS OR AGREEMENTS, IF ANY, AS SHALL HAVE BEEN
REASONABLY REQUESTED BY THE TITLE COMPANY IN ORDER TO ISSUE THE TITLE POLICY TO
THE BUYERS AND TO CONSUMMATE THE CLOSING.
4.4.
Deliveries by the Buyers.
At the Closing, the Buyers will deliver
the following to the Seller Parties:
(A)
THE PURCHASE PRICE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE
FUNDS, TOGETHER WITH ANY AMOUNTS FOR WHICH THE BUYERS ARE LIABLE PURSUANT TO
SECTION 3.4;
18
(B)
THE ASSIGNMENT AND ASSUMPTION AGREEMENT, DULY EXECUTED BY THE
BUYERS AND IN RECORDABLE FORM IF NECESSARY;
(C)
EACH OTHER ANCILLARY AGREEMENT REQUIRED TO BE DELIVERED UNDER THIS
AGREEMENT, DULY EXECUTED BY THE BUYERS AS APPLICABLE;
(D)
A CERTIFICATE FROM AN AUTHORIZED OFFICER OF EACH OF THE BUYERS
REFERRED TO IN