RES 15-24 - Laserfiche WebLink

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(d) Possession. Seller shall deliver possession of the Property not later than the actual date of closing. 6. PRORATIONS. Seller and Buyer shall make the following prorations and allocations at the Closing: (a) Title Insurance and Closing Fee. Buyer shall pay the cost of the Title Commitment. Buyer shall pay the cost of the premium for the Title Policy and all endorsements. Seller and Buyer will each pay one -half of any reasonable and customary closing fee or charge imposed by the Title Company or its designated closing agent. (b) Deed Tax. Seller shall pay all state deed tax due on the Deed to be delivered by Seller under this Agreement. (c) Real Estate Taxes and Special Assessments. Seller shall pay or cause to be paid all general real estate taxes payable for the Real Property in the years prior to the year in which the Closing occurs, and any deferred or Green Acres real estate taxes. Seller and Buyer shall prorate the general real estate taxes and installments of special assessments, if any, payable for the Real Property in the year of closing as of the Closing Date based upon the calendar year. (d) Recording Costs. Seller will pay the cost of recording all documents necessary to place record title in Seller. Buyer will pay the cost of recording all other documents. (e) Attorneys' Fees. Seller and Buyer shall each pay its own attorneys' fees in connection with the preparation and negotiation of this Agreement and the Closing, except that a party defaulting under this Agreement or any of its respective Closing Documents shall pay the reasonable attorneys' fees and court costs incurred by the nondefaulting party to enforce its rights regarding such default. 7. OPERATION PRIOR TO CLOSING. During the period from the Effective Date through the Closing Date (the "Executory Period "), Seller shall not execute any contracts, leases, or other agreements regarding the Real Property, nor perform any act that would impair or encumber the title to the Real Property or affect the condition of the Real Property. 8. REPRESENTATIONS BY SELLER Seller represents to Buyer as follows, which representations shall be true and correct as of the Closing, and which representations are based on Seller's actual knowledge only, without any inquiry or investigation by Seller: (a) Organization; Authority. Seller has the requisite power and authority to execute and perform this Agreement and any of Seller's Closing Documents to be signed by it; such documents have been (or will be prior to Closing) duly authorized by all necessary action on the part of Seller and at the Closing shall have been duly executed and delivered; such execution, delivery, and performance by Seller of such documents does not conflict with or result in a violation of any judgment, order, or decree of any court or arbiter to which Seller is a party, or any agreement by which Seller is bound; and such documents are 4 181569v2