Agenda - Council - 09/08/2026 - Laserfiche WebLink

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7. Real Estate Taxes; Operating Income and Expenses. a. The parties shall prorate all real estate taxes and installments of special assessments due and payable in the year of the Closing, on a calendar year basis, utilizing actual final tax bills if available prior to Closing. If final tax bills are not available, the parties shall prorate real estate taxes and special assessments on the basis of the projected taxes if a projection is available from the applicable taxing authority or, if a projection is not available, on the basis of the most recent final tax bills. Seller shall pay all real estate taxes and installments of special assessments for years prior to year of the Closing, and shall upon request furnish evidence of such payment to the Buyer and the Title Company, and the Buyer shall pay all taxes and installments of special assessments due in any year after the year in which the Closing occurs. b. Except for real estate taxes and special assessments as provided directly above in Section 7.a. of this Agreement, the parties shall apportion all operating income, expenses and payables of the Property as of the Closing Date, based upon the number of days in the period for which such operating income, expenses and payables were earned. To the extent not already prorated as operating expenses, the parties shall also prorate amounts paid or payable under any surviving service agreements, if any. The prorations under this Section 7.b. shall be based on actual invoices if reasonably possible. If actual invoices are not available in advance of Closing, then the prorations shall be calculated as soon after Closing as practicable. The obligation to make apportionment shall survive Closing. 8. Sale "As Is"; Release of Seller. a. As -Is. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND IN THE DEED, THE PROPERTY IS SOLD AND CONVEYED TO BUYER "AS IS, WHERE IS, WITH ALL FAULTS," WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION AS TO PHYSICAL CONDITION, ENVIRONMENTAL CONDITION, SOILS, SUITABILITY FOR DEVELOPMENT, ZONING, OR COMPLIANCE WITH LAWS. Buyer acknowledges it has the opportunity to conduct such inspections, tests, and investigations as Buyer deems necessary or appropriate during the Due Diligence Period. b. Release Post -Closing. FROM AND AFTER CLOSING, BUYER, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, RELEASES SELLER AND ITS PUBLIC OFFICIALS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION, KNOWN OR UNKNOWN, RELATING TO THE CONDITION OF THE PROPERTY, EXCEPT FOR CLAIMS ARISING FROM SELLER'S EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH IN THIS AGREEMENT OR THE DEED. The provisions of this Section shall survive Closing. 9. Seller's Representations and Warranties. In order to induce the Buyer to enter into this Agreement, Seller represents and warrants to the Buyer as follows: 5