AND THE TRACT B-2
PURCHASE PRICE (PLUS OR MINUS ALL APPLICABLE PRORATIONS AND THE ESCROW
HOLD-BACK) TO THE SELLERS OR THEIR DESIGNEES SUBJECT ONLY TO THE PERFORMANCE BY
THE SELLERS OF THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT;
18
ARTICLE VI
ACT OF CASH SALE, ADJUSTMENTS AND PRORATIONS, CLOSING.
6.1
ACT OF CASH SALE.
THE TRACT B-2 SELLERS SHALL CONVEY TRACT B-2 TO
PURCHASER BY AN ACT OF CASH SALE, ATTACHED HERETO AS EXHIBIT B, CONVEYING GOOD,
MARKETABLE AND INDEFEASIBLE FEE SIMPLE TITLE TO TRACT B-2 SUBJECT ONLY TO THE
ENCUMBRANCES IDENTIFIED ON SCHEDULE 2.2.
6.2
TAXES AND ASSESSMENTS: CLOSING COSTS.
(A)
REAL ESTATE AND AD VALOREM TAXES, GENERAL AND SPECIAL AND
ASSESSMENTS (COLLECTIVELY "REAL ESTATE TAXES"),
UTILITIES AND OTHER SIMILAR
CHARGES, SHALL BE PRORATED BETWEEN THE SELLERS, AS APPLICABLE, AND THE PURCHASER
AS OF THE CLOSING DATE, SUCH THAT CREDITS, CHARGES AND EXPENSES OF THE COMPANY,
UP TO 7:00 A.M. LOCAL TIME ON THE CLOSING DATE AND ALL DAYS PRECEDING THE
CLOSING DATE, SHALL BE ALLOCATED TO SELLERS, AS APPLICABLE (REGARDLESS OF WHEN
AN INVOICE IS ISSUED OR PAYMENT FOR SUCH CHARGES AND EXPENSES IS DUE), AND
CREDITS, CHARGES AND EXPENSES AFTER 7:00 A.M. LOCAL TIME ON THE CLOSING DATE
SHALL BE ALLOCATED TO PURCHASER.
THE PURCHASE PRICE SHALL BE ADJUSTED AT THE
CLOSING TO REFLECT THE PRORATIONS.
(B)
IF THE ACTUAL AMOUNT OF REAL ESTATE TAXES IS NOT KNOWN ON THE
CLOSING DATE, REAL ESTATE TAXES SHALL BE PRORATED ON THE BASIS OF THE RATE SHOWN
ON THE LAST AVAILABLE TAX DUPLICATE.
EACH SELLER REPRESENTS AND WARRANTS THAT
THERE ARE NO SPECIAL ASSESSMENTS WITH REGARD TO THE ANY REAL PROPERTY OWNED BY
THE COMPANY OR TRACT B-2.
UPON RECEIPT OF THE FINAL TAX DUPLICATE FOR THE
PERIOD ENCOMPASSING THE CLOSING DATE, THE PARTIES SHALL ADJUST, OUTSIDE OF THE
ESCROW, THE PRORATION OF REAL ESTATE TAXES BASED UPON THE ACTUAL TAX DUPLICATE.
(C)
IF ANY ERRORS OR OMISSIONS ARE MADE REGARDING ADJUSTMENTS AND
PRORATIONS AS AFORESAID, THE PARTIES SHALL MAKE THE APPROPRIATE CORRECTIONS
PROMPTLY UPON THE DISCOVERY THEREOF. ANY CORRECTED ADJUSTMENT OR PRORATION SHALL
BE PAID IN CASH TO THE PARTY ENTITLED THERETO. PURCHASER SHALL PAY FOR RECORDING
FEES AND ANY ESCROW FEES AND TRANSFER TAXES AND CONVEYANCE FEES ASSOCIATED WITH
THE CONVEYANCE OF ANY REAL PROPERTY HEREUNDER.
6.3
CLOSING.
THIS TRANSACTION SHALL BE CLOSED THROUGH AN ESCROW THAT
IS TO BE HELD BY THE TITLE COMPANY, IN ACCORDANCE WITH THE GENERAL PROVISIONS OF
THE USUAL FORM OF ESCROW AGREEMENT THEN IN USE BY SUCH TITLE COMPANY FOR
TRANSACTIONS SIMILAR TO THIS WITH SUCH SPECIAL PROVISIONS INSERTED AS MAY BE
REQUIRED TO CONFORM WITH THIS AGREEMENT.
EACH PARTY SHALL EXECUTE AND DELIVER
ON A TIMELY BASIS ALL ESCROW INSTRUCTIONS, ACTS OF CASH SALE, FUNDS, SETTLEMENT
STATEMENTS AND OTHER DOCUMENTS REASONABLY NECESSARY TO ACCOMPLISH CLOSING.
IN
ADDITION TO, AND NOT IN LIMITATION OF, THE FOREGOING:
(A)
ON OR BEFORE THE CLOSING DATE, SELLERS, AS APPLICABLE, SHALL
EXECUTE, DELIVER OR CAUSE TO BE DELIVERED TO THE TITLE COMPANY ALL OF THE