07/23/2007 Council Packet (2) - Laserfiche WebLink

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all levied and pending special assessments as of Closing (except those certified to taxes payable in the year of Closing) and all charges (deferred or otherwise) in respect to the Subject Property and all special improvement district or taxing district levies and charges (however characterized) arising out of public improvements authorized or installed as of Closing shall be paid in full by Seller at Closing. Real estate taxes (other than special assessments) certified to taxes payable in the year of Closing in respect to the Subject Property due and payable in the calendar year in which Closing occurs shall be prorated between Seller and Purchaser, with Purchaser paying that percentage equal to the number of days in such year subsequent to the Tax Date divided by 365 and Seller paying the balance. For purposes of this subparagraph (c), the Tax Date shall be deemed to be the Date of Closing. If on the Date of Closing the current year's taxes are not available, the proration and allocation for such tax parcels shall be based on the previous year's payment and an adjustment shall be made in cash on the date ten (10) days after the date when the current year's taxes are known. (d) Seller shall pay for the State DeedTax and the cost of furnishing a title commitment to Purchaser in the manner required by the provisions of Paragraph 5 hereof, and Purchaser shall pay for the cost of any policy and all endorsements (except affidavits referred to in Paragraph 8(iii)) issued in connection therewith. (e) (Intentionally Deleted) (f) Seller and Purchaser shall each pay one -half (1/2) of any closing fee required by Title Company to close the transaction contemplated by this Agreement. (g) Seller and Purchaser shall each pay all of the costs and fees charged by their respective legal counsel. (h) Except for those items to be prorated as hereinafter set forth and obligations specifically assumed by Purchaser, Seller shall be solely liable for the payment of all costs and expenses, liabilities, obligations and claims arising out of the ownership, management, maintenance or operation of the Subject Property accruing prior to the Date of Closing; and Seller hereby agrees to defend, indemnify and hold Purchaser forever harmless therefrom. (i) Seller shall pay any deferred charges or taxes in respect to the Land as of Closing. Further, Seller shall pay all levied, pending or deferred charges or assessments arising out of public improvements authorized or installed prior to Closing by the City of Lino Lakes. • • •