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r s ' company. The costs of preparation of the survey and legal description required by this paragraph shall be paid in the manner set forth in Paragraph 10 hereof. 3 . Purchase Price. (A) Corrigan and the District agree that the District shall pay to Corrigan the sum of TEN MILLIONAND N01100 DOLLARS ($ 10,000,000 .00) and Corrigan shall convey to the District the following: i) fee simple title to Parcel 1, ii) a Hold Harmless Agreement as later described, and iii) assignment of it's reserved flowage rights for the benefit of Parcel 1, as later described. In exchange for the conveyances by Corrigan to the District, the District shall make payment to Corrigan in the amount of the Purchase Price and convey Parcel 2 to Corrigan. 4. Title to be Conveyed. Seller shall convey to Buyer marketable, fee simple title to the Property, free and clear of all liens and encumbrances except for the lien of taxes not yet due and payable, and subject to those title exceptions set forth in Schedule B II of a Title Commitment, a copy of which is attached hereto as Exhibit "C: " 5 . Evidence of Title . (A) No later than ten (10) days after the Effective Date, the District shall obtain or update and deliver to Corrigan two (2) separate commitments for owner's title insurance . policy (ALTA Form B) showing good and marketable fee simple title to the Property vested in the Seller, subject only to liens, encumbrances , exceptions or qualifications set forth in this Agreement and those which shall be discharged by Seller at or before closing (hereinafter the "Title Commitments"). The Title Commitments shall each be in the amount of the Transaction Value of the Property. The Title Commitments shall identify each exception of record by the parcel to which such matters apply and include copies of all exceptions of record noted therein. Either party may waive the requirement for title insurance and proceed to close based on currently available title information. Notwithstanding any provisions herein to the contrary, the parties agree that both Corrigan and the District have previously received and been provided title commitments for the Property under previously contemplated transactions, and the parties agree to be reasonable in their review of the new commitments and not object to matters shown therein unless same are new matters of record that did not appear on the prior commitments. (B) Each Buyer shall have fifteen ( 15) business days from receipt of the Title Commitment within which to examine same and notify the Seller in writing of any title defects, specifying such defects . Any written notice of title defect shall be deemed delivered at the time it is hand delivered or deposited in the U. S. Mail., postage prepaid, as provided in the paragraph hereof entitled Notices. Upon receipt of such notice of title defects, the Seiler shall have one hundred twenty ( 120) days within which to cure or remove the title defects so specified. If upon the expiration of the one hundred twenty 3 445