CLAUSES (A) THROUGH (C) ABOVE, NO OTHER
DAMAGES, RIGHTS OR REMEDIES SHALL IN ANY CASE BE COLLECTIBLE, ENFORCEABLE OR
AVAILABLE TO BUYER OTHER THAN SUCH LIQUIDATED DAMAGES, EXCEPT THAT,
IN ADDITION
TO THE PAYMENT OF SUCH LIQUIDATED DAMAGES, THE ESCROW MONEY SHALL BE RETURNED TO
BUYER FREE AND CLEAR OF ALL RIGHTS AND CLAIMS BY SELLER OR DEBTOR WITH RESPECT
THERETO.
/S/ STAN SPRINGEL
/S/ DAVID L. BLANKENSHIP
SELLER
BUYER
9.
TAKING BY EMINENT DOMAIN
SELLER AND BUYER AGREE THAT IF ALL OR ANY PORTION OF THE REAL PROPERTY IS TAKEN
OR THREATENED TO BE TAKEN BY EMINENT DOMAIN PRIOR TO THE CLOSING, THEN BUYER
SHALL HAVE THE RIGHT, BY NOTICE IN WRITING TO SELLER, GIVEN WITHIN TEN (10) DAYS
AFTER BUYER RECEIVES NOTIFICATION IN WRITING OF SUCH TAKING, TO EITHER (I)
REQUIRE SELLER TO PERFORM ITS OBLIGATIONS UNDER THIS CONTRACT AND TO ASSIGN AND
DELIVER TO BUYER ALL OF THE AWARD FOR SUCH TAKING, OR (II) TO TERMINATE ALL
OBLIGATIONS OF THE PARTIES UNDER THIS CONTRACT (EXCEPT FOR THOSE WHICH BY THE
EXPRESS TERMS OF THIS
18
CONTRACT ARE INTENDED TO SURVIVE SUCH TERMINATION) AND TO REQUIRE THE RETURN OF
THE ESCROW MONEY; PROVIDED, HOWEVER, IF SUCH TAKING DOES NOT INVOLVE A "MATERIAL
PORTION" OF THE REAL PROPERTY (WHICH SHALL MEAN EITHER (1) ANY PART OF THE REAL
PROPERTY REASONABLY REQUIRED FOR THE OPERATION OF THE REAL PROPERTY IN MANNER
OPERATED ON THE DATE OF THIS CONTRACT OR (2) ANY PORTION OR PORTIONS OF THE LAND
IN EXCESS OF FIVE (5) ACRES IN THE AGGREGATE), BUYER SHALL BE PERMITTED TO
PROCEED ONLY PURSUANT TO THE FOREGOING CLAUSE (I). IF BUYER FAILS TO PROVIDE ANY
NOTICE TO SELLER WITHIN THE TEN (10) DAY PERIOD, BUYER SHALL NOT BE DEEMED TO
HAVE MADE AN ELECTION FOR EITHER CLAUSE (I) OR CLAUSE (II) ABOVE; HOWEVER,
SELLER SHALL HAVE THE RIGHT IN SUCH EVENT TO DEMAND BY WRITTEN NOTICE TO BUYER,
THAT BUYER MAKES SUCH ELECTION. IF BUYER FAILS TO MAKE AN ELECTION BY NOTICE IN
WRITING TO SELLER WITHIN FIVE (5) DAYS THEREAFTER, BUYER SHALL BE DEEMED TO HAVE
ELECTED TO TERMINATE THIS CONTRACT PURSUANT TO CLAUSE (II) ABOVE.
10.
INSURANCE; DAMAGE OR DESTRUCTION PRIOR TO
CLOSING
10.1
SELLER'S INSURANCE
SELLER SHALL MAINTAIN IN EFFECT THROUGH THE CLOSING DATE WORKER'S COMPENSATION
INSURANCE AS REQUIRED BY LAW AND COMMERCIAL GENERAL LIABILITY INSURANCE WITH
COMMERCIALLY REASONABLE LIMITS BUT IN NO EVENT LESS THAN FIVE MILLION DOLLARS
($5,000,000.00). SELLER SHALL ALSO MAINTAIN ALL-RISK PROPERTY INSURANCE ON THE
IMPROVEMENTS WITH LIMITS AT REPLACEMENT VALUE. SELLER SHALL, WITHIN TEN (10)
DAYS OF THE DATE HEREOF, PROVIDE BUYER WITH ACORD 27 (PROPERTY) AND ACORD 25
(LIABILITY) CERTIFICATES OF INSURANCE, ISSUED BY A DULY AUTHORIZED AGENT,
EVIDENCING THE INSURANCE REQUIRED HEREUNDER. NO SUCH POLICY SHALL BE SUBJECT TO
CANCELLATION OR MODIFICATION EXCEPT UPON AT LEAST THIRTY (30) DAYS PRIOR WRITTEN
NOTICE TO BUYER. SELLER SHALL HAVE THE RIGHT TO PROVIDE ANY OF ITS REQUIRED
INSURANCE UNDER BLANKET POLICIES, BUT ONLY UPON FURNISHING BUYER WITH A "PER
LOCATION" ENDORSEMENT