Resolution 2013-45 - Laserfiche WebLink

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4.5.1 Real property taxes, assessments and personal property taxes with respect to the Property shall be prorated based upon the latest available tax information such that Seller shall be responsible for all such taxes and assessments levied against the Property to and including the day prior to the Closing, and Buyer shall be responsible for all such taxes and assessments levied against the Property for the date of Closing and all periods thereafter. Any real property taxes and assessments arising out of the sale of the Real Property to Buyer or its assignee or a subsequent sale or change in ownership thereafter, and/or arising out of any construction pertaining to the Real Property following the Closing, shall be paid by Buyer when assessed. 4.5.2 Subject to Section 4.5.3, all costs and expenses with respect to the operation and maintenance of the Property, including, without limitation, under any Contracts, utilities, and all assessments, dues or other charges due under any covenants, conditions and restrictions against the Property, shall be prorated such that Seller shall be responsible for all such costs and expenses to and including the day prior to the Closing and Buyer shall be responsible for all such costs and expenses for the date of Closing and all periods thereafter. Buyer shall take all steps necessary to effectuate the transfer of all utilities to its name as of the date of Closing, and where necessary, post deposits with the utility companies. Buyer and Seller shall cooperate to have all utility meters read by the appropriate utility companies as of the date of Closing. Seller shall be entitled to recover any and all deposits held by any utility companies as of the date of Closing; if any such deposits are not returned to Seller as of the date of Closing, such amounts shall be credited to Seller's account and increase the amount of funds payable by Buyer at Closing. 4.5.3 Within ninety (90) days following the end of the calendar quarter in which the Closing occurs (or such earlier date after the Closing when such figures are available), Seller and Buyer shall reprorate real and personal property taxes and other items of income and expenses based upon actual bills or invoices received after the Closing (if original prorations were based upon estimates) and any other items necessary to effectuate the intent of the parties that all income and expense items be prorated as provided above in this Section 4.5. Any reprorated items shall be promptly paid to the party entitled thereto. 4.5.4 The provisions of this Section 4.5 shall survive Closing. 4.6 Actions of Escrow Holder. On the Closing, Escrow Holder shall promptly undertake all of the following in the manner hereinbelow indicated: 4.6.1 Disbursement of Funds. Escrow Holder shall disburse all funds deposited with Escrow Holder by Buyer as follows (and in the following order): 4.6.1.1 Pay all closing costs which are to be paid through Escrow (including, without limitation, recording fees, brokerage commissions, Title Policy charges and escrow fees). 4.6.1.2 After deducting therefrom all of the items covered by Section 4.6.1.1 which are chargeable to the account of Seller (as provided in Section 4.8), and either deducting therefrom or adding thereto (as appropriate) the net amount of the prorations pursuant to Section 4.5, disburse the Purchase Price to Seller in accordance with separate wiring instructions to be delivered to Escrow Holder by Seller. 4.6.1.3 Disburse any remaining funds to Buyer in accordance with separate wiring instructions to be delivered to Escrow Holder by Buyer. 4.6.2 Recordation. Cause the Deed (with documentary transfer tax, if any, to be shown by a separate, unrecorded affidavit) and any other documents which the parties hereto may mutually direct to be recorded in the Official Records of the county wherein the Property is located, and obtain conformed copies thereof for distribution to Buyer and Seller. 8 2013 08 20 CTC land purchase 04 agreement FLNAL.doc