(VIII)
CLOSING STATEMENT.
(IX)
ALL OTHER DOCUMENTS WHICH ARE REQUIRED AND
WHICH THE SELLER HAS REASONABLY REQUESTED ON OR BEFORE THE CLOSING DATE TO GIVE
EFFECT TO THIS TRANSACTION.
14.3.
PRO RATIONS AND POST-CLOSING TAXES.
PROPERTY TAXES
FOR THE CURRENT YEAR, ASSESSMENTS, RENTS, WATER AND OTHER UTILITIES CONSTITUTING
LIENS AND APPLICABLE TEMPORARY ENCUMBRANCES SHALL BE PRO-RATED AS OF THE CLOSING
DATE.
SELLER SHALL BE RESPONSIBLE FOR THE PAYMENT IN FULL OF ALL TAXES AND
ASSESSMENTS AGAINST THE REAL PROPERTY FOR ALL PERIODS PRIOR TO THE CLOSING DATE,
AND PURCHASER SHALL BE RESPONSIBLE FOR THE PAYMENT IN FULL OF ALL TAXES AND
13
ASSESSMENTS AGAINST THE REAL PROPERTY FOR ALL PERIODS AS OF AND SUBSEQUENT TO
THE CLOSING DATE.
PURCHASER SHALL BE RESPONSIBLE FOR, AND SHALL INDEMNIFY,
DEFEND AND HOLD HARMLESS (WHICH COVENANTS SHALL SURVIVE THE CLOSING) SELLER FROM
AND AGAINST ALL OF THE "ROLL-BACK" OR OTHER TAXES, IF ANY, (WHENEVER ASSESSED
AGAINST PURCHASER OR SELLER) IMPOSED AS A RESULT OF ANY CHANGE OF USE BY
PURCHASER OR ANY SUCCESSOR TO PURCHASER'S IN TITLE, INCLUDING BUT NOT LIMITED TO
A CHANGE FROM OPEN SPACE, AGRICULTURAL, FORESTLAND OR RECREATIONAL STATUS.
PURCHASER SHALL BE SOLELY RESPONSIBLE FOR THE PAYMENT OF ALL TAXES, OR FEES DUE
UNDER THE EXCISE TAX ACT AND/OR UNDER THE STATUTES REFERRED TO IN THE TAXES,
DUTIES AND FEES (GST/HST) REGULATIONS RESULTING FROM OR ARISING IN CONNECTION
WITH THE TRANSACTION CONTEMPLATED HEREBY.
15.
COMMISSION.
PURCHASER AND SELLER EACH REPRESENT AND WARRANT TO THE
OTHER THAT NO BROKER, AGENT OR FINDER, LICENSED OR OTHERWISE HAS BEEN ENGAGED BY
IT, RESPECTIVELY, IN CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS
AGREEMENT.
IN THE EVENT OF ANY SUCH CLAIM FOR BROKER'S, AGENT'S OR FINDER'S FEE
OR COMMISSION IN CONNECTION WITH THE NEGOTIATION, EXECUTION OR CONSUMMATION OF
THIS TRANSACTION, THE PARTY UPON WHOSE ALLEGED STATEMENT, REPRESENTATION OR
AGREEMENT SUCH CLAIM OR LIABILITY ARISES SHALL INDEMNIFY, HOLD HARMLESS AND
DEFEND THE OTHER PARTY FROM AND AGAINST SUCH CLAIM AND LIABILITY, INCLUDING
WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES AND COURT COSTS.
PURCHASER AND
SELLER ACKNOWLEDGE THAT THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
SECTION SHALL SURVIVE THE CLOSING.
16.
POSSESSION.
PURCHASER, SUBJECT TO THE PERMITTED EXCEPTIONS, SHALL
BE ENTITLED TO POSSESSION OF THE REAL PROPERTY ON THE CLOSING DATE.
17.
DEFAULT.
(A)
IF SELLER DEFAULTS IN ITS CONTRACTUAL PERFORMANCE HEREIN IN ANY MATERIAL
WAY, AND SELLER DOES NOT CURE SUCH DEFAULT WITHIN TEN (10) DAYS FOLLOWING
SELLER'S RECEIPT OF NOTICE OF SUCH DEFAULT FROM PURCHASER, PURCHASER SHALL HAVE
ALL AVAILABLE REMEDIES AT LAW OR EQUITY, INCLUDING BUT NOT LIMITED TO THE REMEDY
OF SPECIFIC PERFORMANCE; PROVIDED, HOWEVER THAT IN NO EVENT SHALL PURCHASER BE
ENTITLED TO MONETARY DAMAGES IN EXCESS OF ONE MILLION CANADIAN DOLLARS
(C$1,000,000.00) (THE "DAMAGES CAP").
(B)
PURCHASER ACKNOWLEDGES THAT IF PURCHASER FAILS TO PURCHASE THE REAL
PROPERTY FOR ANY REASON OTHER THAN THE BREACH OF SELLER OR TERMINATION OF THIS
AGREEMENT BY SELLER OR PURCHASER PURSUANT TO SECTION 9 OR NON-FULFILLMENT OF A
CONTINGENCY PURSUANT TO SECTION 13(B), SELLER SHALL BE ENTITLED TO