Agenda - Economic Development Authority - 10/09/2014

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bankruptcies against or involving Seller or the Property; that there has been no skill, labor or material furnished to the Property by Seller for which payment has not been made or for which mechanics' liens could be filed; and that there are no other unrecorded interests in the Property, together with whatever standard owner's affidavit and/or indemnity (ALTA Form) which may be required by the Title Company to issue an Owner's Policy of Title Insurance with the standard exceptions waived. iii) FIRPTA Affidavit. A non -foreign affidavit, properly executed and in recordable form, containing such information as is required by IRC Section 1445(b) (2) and its regulations. iv) Date -Down Certificate. A certificate confirming the accuracy, as of the Closing Date, of the representations and warranties set forth in Section 7. v) Other Documents. All other documents reasonably required to transfer the Property to Buyer in accordance with the terms of this Agreement. b. Buyer's Closing Documents. On the Closing Date, Buyer will execute and/or deliver to Seller the following (collectively, "Buyer's Closing Documents"): i) Purchase Price. The balance of the Purchase Price by cashier's check or wire transfer is to be delivered to Seller on the Closing Date. ii) Title Documents. Such affidavits of Purchaser, Certificates of Value or other documents as may be reasonably required by Title in order to record the Seller's Closing Documents and issue the Title Insurance Policy required by this Agreement. 5. Prorations. Seller and Buyer agree to the following prorations and allocation of costs regarding this Agreement: a. Title Insurance and Closing Fee. Seller will pay all costs of providing the Title Commitment. Buyer will pay the premium required for the issuance of the Owner's Title Insurance Policy. Seller will pay the cost of providing the ALTA Survey identified in Section 6 of this Agreement. Seller and Buyer will each pay one-half of any reasonable and customary closing fee or charge imposed by the Title Company. b. Real Estate Taxes. On or before the Closing, Seller shall pay all real estate taxes, and any penalties and interest thereon due and payable with respect to the Real Property in 2013 and all years prior to the year of Closing, including all so- called "Green Acre" taxes attributable to the year 2013 or years prior to the year of Closing. The real estate taxes due and payable in the year of closing shall be pro rated between Seller and Buyer, on a per diem basis using a calendar year, to the Closing Date. Buyer shall pay all real estate taxes due and payable in years following the year of Closing. 5