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in this Agreement. 3. Acceptance by Buyer. To accept this following items to Seller and Escrow Holder no later Agreement for signing by Buyer: (i) This Agreement amount of the Purchase Price payable to Escrow Ho Agreement set forth in Section 1, Seller will stop all r transaction. Ireement, Buyer must deliver the in the 28th day after Buyer receives this fined by Buyer, (ii) a check in the .r. If Seiler does not receive the signed ptiations with Buyer regarding this + 4. The Deed. Seller shall convey the Rea Estate to Buyer by Corporation Grant Deed (the "Deed). In the Deed Seiler will for a period of 25 years after the date the Deed is I recorded prohibit the use of the Real Estate for the co istruction or operation of any facility selling motor fuel and other hydrocarbon substances, or recordation in accordance with this I, Agreement 5. Purchase Price. Amount. The Purchase Price for the R al Estate is the amount set forth in Section 1. Buyer shall deposit the full Purchase Price into escrow as provided above in Section 3 (ii). The Purchase Price represents the total compensation paid for the Real Estate without distinction or separation for various interests in the Real Estate. Seller shall be responsible, at Seller's sole cost and expense, for any apportionment of the compensation to third parties as may be required by applicable claims for possession, eases, franchises, or agreements and the Real Estate shall be conveyed to Buyer free from all such claims, [eases, franchises or agreements. 6. Escrow and Closing. 6.1 Escrow. Closing will occur thro Holder. After Buyer and Seller have signed this Agre+ original of this Agreement to Escrow Holder. Escrow that Escrow Holder signs this Agreement. For purpo: considered to have received this Agreement signed b business day after Escrow opens. This Agreement cs Escrow Holder. Buyer and Seller shall do all that is re 6.2 Closing Date. The Escrow will gh the Escrow at the office of the Escrow nent, Buyer will deliver a fully signed ill be considered opened on the date s of this Agreement, Buyer will be Buyer and Seller on the second istitutes joint escrow instructions to . sonably necessary to close the Escrow. as specified in Section 1. 6.3 Closing Conditions. Each party s obligation to complete the Transaction is contingent on the satisfaction of the following condi ions, unless that party waives the condition before Escrow closes: (a) Other Closing Conditions. All cl 3 Qareladminljosephldrafts1044931resa09.doc 06/08/99 ng conditions for that party's benefit 7:57 AM ?gO69J.