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7. REAL ESTATE TAXES AND SPECIAL ASSESSMENTS. Real estate taxes <br />and assessments shall be payable as follows: <br />a. Real estate taxes due and payable in and for the year of closing shall be <br />prorated between SELLER and BUYER to the actual date of closing. <br />b. Real Estate taxes including interest and penalties due and payable in all <br />years prior to the year of closing shall be paid by SELLER. <br />C. BUYER shall assume on the date of closing, all special assessments levied <br />as of the date of this Agreement. <br />d. BUYER shall assume on the date of closing, special assessments pending <br />as of the date of this Agreement for improvements that have been ordered <br />by the City Council or other governmental assessing authorities. <br />e. SELLER shall pay on the date of closing, any deferred real estate taxes. <br />BUYER shall assume on the date of closing any deferred special <br />assessments, payment of which is required as a result of a closing of this <br />sale. <br />f. BUYER shall pay real estate taxes due and payable in the year following <br />closing and thereafter and any unpaid special assessments payable <br />therewith and thereafter, the payment of which is not otherwise provided <br />for herein. <br />SELLER makes no representation concerning the amount of future real estate taxes or of <br />future special assessments. <br />8. SELLER'S REPRESENTATIONS AND WARRANTIES. As an essential <br />part of this Agreement and in order to induce BUYER to enter into this Agreement and to <br />purchase the Property, SELLER represents and warrants to and agrees with BUYER that: <br />a. There are no leases, purchase options, rights of first refusal, or any other <br />agreements which grant any other party any right of use or occupancy in <br />effect with respect to the Property or any portion thereof, except leases in <br />favor of Barry Gallati, Mark Larson, Brandon Peters, Radu Kryshmam <br />and EZ Auto Sales, Inc. <br />b. SELLER will convey on the date of closing, all of the Property, free <br />and clear of all liens, security interests, restrictions, charges and <br />encumbrances, other than the leases to Barry Gallati, Mark Larson, <br />Brandon Peters, Radu Kryshmaru and EZ Auto Sales, Inc. <br />c. There are no management, maintenance, supply, utility or service <br />contracts or commitments relating to the Property which will extend <br />beyond the date of closing, which are not cancelable without penalty or <br />premium upon not more than 30 days advance notice. <br />