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year of Closing. In connection with recording the Plat, the Seller must pay all real estate <br />taxes due and payable with respect to the Property in the year the Plat is recorded. Seller <br />and Buyer must prorate the real estate taxes, if any, due and payable with respect to the <br />Property in the year of Closing on a per diem basis as of the Date of Closing. If the Plat <br />is recorded in the year of Closing, Buyer must reimburse Seller for Buyer's pro rata share <br />of the real estate taxes paid by Seller in connection with the recording of the Plat. <br />b. Special Assessments. On or before the Date of Closing, Seller must pay <br />all special assessments that are levied against the Property as of the Date of Closing. <br />11. Possession. Seller will deliver possession of the Property to Buyer at Closing. <br />12. Evidence of Title. To evidence the status of Seller's title to the Property, Seller <br />has previously provided Buyer with: <br />a. A 2006 form ALTA title insurance commitment for the Property issued by <br />Title, in its capacity as agent for Old Republic National Title Insurance Company with an <br />effective date of , 2011 (the "Title Commitment"); and <br />b. An ALTA/ACSM Land Title survey of the Land (the "Survey" and, <br />collectively with the Title Commitment, the "Evidence of Title"). <br />13. Examination of Title. [Intentionally Omitted] <br />14. Representations, Statutory Disclosures and Covenants of Seller and the City. <br />a. Representations of Seller. Seller represents to Buyer that, as of the <br />Effective Date: <br />i Seller has the legal authority to enter into this Agreement and sell <br />the Property. <br />ii There are no actions, suits, proceedings or investigations pending <br />or, to Seller's knowledge, threatened against the Property, <br />including, without limitation, (A) condemnation or eminent <br />domain claims, actions or proceedings, or (B) actions to seize any <br />portion of the Property under any civil or criminal law authorizing <br />seizure or forfeiture as a penalty for violation. <br />iii To the best of Seller's actual knowledge, there are no tenants or <br />other third parties in possession of any portion of the Land. <br />iv Seller has not entered into any other contracts for the sale of the <br />Property nor are there any rights of first refusal or options to <br />purchase the Property or any other rights of others that might <br />prevent the consummation of this Agreement. <br />-6- <br />2707737v11 <br />09/27/11 <br />