FOR IN THIS AGREEMENT.
(B)
DULY EXECUTED AND ACKNOWLEDGED ORIGINAL
COUNTERPARTS OF SELLER'S DELIVERIES 8.2 (B) AND (I).
(C)
SUCH EVIDENCE OR DOCUMENTS AS MAY
REASONABLY BE REQUIRED BY THE TITLE COMPANY EVIDENCING THE STATUS AND CAPACITY
OF PURCHASER AND THE AUTHORITY OF THE PERSON OR PERSONS WHO ARE EXECUTING THE
VARIOUS DOCUMENTS ON BEHALF OF PURCHASER IN CONNECTION WITH THE PURCHASE OF THE
PROPERTY, AND IN ANY EVENT, COPIES OF SELLER'S LEGAL EXISTENCE CERTIFICATE FROM
THE STATE OF DELAWARE AND APPROPRIATE VOTES AND AUTHORIZATIONS TO ENTER INTO AND
CLOSE THE TRANSACTION CONTEMPLATED HEREIN.
(D)
A CERTIFICATE IN THE FORM ATTACHED HERETO AS
EXHIBIT 8.3(D) STATING THAT ALL REPRESENTATIONS AND WARRANTIES MADE BY PURCHASER
IN THIS AGREEMENT REMAIN TRUE, CORRECT AND COMPLETE IN ALL MATERIAL RESPECT AS
OF THE CLOSING DATE, EXCEPT AS OTHERWISE PROVIDED IN SUCH CERTIFICATE.
(E)
SUCH OTHER DOCUMENTS AS MAY BE REASONABLY
NECESSARY OR APPROPRIATE TO EFFECT THE CONSUMMATION OF THE TRANSACTION WHICH IS
THE SUBJECT OF THIS AGREEMENT OR WHICH ARE OTHERWISE REQUIRED OR CONTEMPLATED BY
THIS AGREEMENT.
13
8.4
Costs and Prorations.
(A)
CLOSING COSTS.
PURCHASER AND SELLER SHALL
EACH PAY THEIR OWN LEGAL FEES RELATED TO THE NEGOTIATION AND PREPARATION OF THIS
AGREEMENT AND ALL DOCUMENTS REQUIRED TO SETTLE THE TRANSACTION CONTEMPLATED
HEREBY.
PURCHASER SHALL PAY (I) ALL COSTS ASSOCIATED WITH ITS DUE DILIGENCE,
INCLUDING THE COST OF APPRAISALS, ARCHITECTURAL, ENGINEERING, CREDIT AND
ENVIRONMENTAL REPORTS, (II) ALL SURVEY COSTS, (III) ALL RECORDING FEES (OTHER
THAN TO DISCHARGE SELLER ENCUMBRANCES), AND (IV) ALL TITLE INSURANCE PREMIUMS
AND TITLE EXAMINATION COSTS.
SELLER SHALL PAY (I) ALL TRANSFER TAXES, DEED
STAMPS OR SIMILAR AMOUNTS AND (II) ALL RECORDING FEES ASSOCIATED WITH THE
DISCHARGE OF SELLER ENCUMBRANCES.
PURCHASER AND SELLER SHALL EACH PAY FIFTY
PERCENT (50%) OF ANY ESCROW CHARGES OF THE ESCROW AGENT RELATED TO THE DEPOSIT
AND THE CLOSING.
ALL OTHER CUSTOMARY PURCHASE AND SALE CLOSING COSTS SHALL BE
PAID BY SELLER OR PURCHASER IN ACCORDANCE WITH THE CUSTOM IN THE JURISDICTION
WHERE THE PROPERTY IS LOCATED.
(B)
PRORATIONS.
THE FOLLOWING SHALL BE PRORATED
BETWEEN SELLER AND PURCHASER AS OF THE CLOSING DATE:
(I)
ALL REAL ESTATE TAXES AND GENERAL OR
SPECIAL ASSESSMENTS ON THE REAL PROPERTY BASED ON THE MOST RECENTLY
ASCERTAINABLE TAXES.
SELLER SHALL BE RESPONSIBLE FOR ALL SUCH TAXES THAT ARE
ALLOCABLE TO ANY PERIOD PRIOR TO THE CLOSING DATE AND PURCHASER SHALL BE
RESPONSIBLE FOR ALL SUCH TAXES ALLOCABLE TO ANY PERIOD FROM AND AFTER THE
CLOSING DATE.
IF ANY TAXES OR ASSESSMENTS RELATING TO THE PERIOD PRIOR TO THE
CLOSING ARE PAID IN INSTALLMENTS, THEN SELLER SHALL PAY ON OR BEFORE THE CLOSING
DATE ANY REMAINING INSTALLMENTS WITH RESPECT TO SUCH TAXES OR ASSESSMENTS.
IF,
AT THE TIME OF CLOSING, THE TAX RATE HAS NOT YET BEEN FIXED, THE TAXES SHALL BE
PRORATED BASED UPON THE TAX RATE ESTABLISHED FOR THE PREVIOUS TAX YEAR APPLIED
TO THE LATEST ASSESSED VALUE; PROVIDED, HOWEVER, THAT SELLER AND PURCHASER AGREE
THAT TO THE EXTENT THE ACTUAL TAXES FOR THE CURRENT YEAR DIFFER