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tax statements provided to Escrow Holder by Seller,using customary escrow procedures in Orange <br /> County. Seller shall provide Buyer with written evidence of the payment or satisfaction of such <br /> taxes. Should the Property be part of a larger tax parcel ("Assessment Parcel") which as of the <br /> Close of Escrow remains unsegregated on the County Tax Assessor's Roll for the ensuing fiscal <br /> year, Escrow Holder shall charge Buyer and credit Seller for taxes and assessments allocated to <br /> the Property based on the percentage of the total acreage of the Assessment Parcel located on the <br /> Property, which acreage figures for allocation purposes shall be fairly and equitably determined <br /> and supplied to Escrow Holder by Buyer and Seller. Buyer and Seller shall cooperate in good faith <br /> to cause the Property to be separately assessed and segregated in Buyer's name on the current tax <br /> roll. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of <br /> the sale of the Property to Buyer, shall be the responsibility of Buyer. Any real property taxes or <br /> assessments levied under the Supplemental Tax Roll as a result of transfers,improvements or other <br /> occurrences before the Close of Escrow shall be the responsibility of Seller. <br /> 3.8.2 General. All pro rations provided for herein shall be on an"actual <br /> day" basis and a three hundred sixty-five (365)day year. The provisions of this Section shall <br /> survive Close of Escrow. If either Party fails to pay its pro rata share of taxes or other expenses <br /> by the times herein provided, interest shall accrue on all unpaid amounts from when owing until <br /> paid at the maximum rate allowed by law. Any errors or omissions made in calculating <br /> adjustments and prorations shall be corrected promptly upon the discovery thereof. If any <br /> estimations are made at the Close of Escrow regarding adjustments or prorations, the Parties shall <br /> make the appropriate collection promptly when accurate information becomes available. Any <br /> corrected adjustment or proration shall be paid to the Party entitled thereto within thirty(30) days <br /> after written request therefor and if not so paid interest shall accrue and be payable on same at the <br /> maximum rate allowed by law. <br /> 3.9 Closing Costs. Buyer shall pay the cost of the Title Policy,the Escrow Fees <br /> all other costs and expenses incurred related to the purchase of the Property by Buyer. If required <br /> by Buyer's lender, Buyer shall also pay for the appraisal cost of the Property (collectively, <br /> "Closing Costs"). As soon as reasonably possible following the Close of Escrow,Escrow Holder <br /> shall deliver a copy of the fmal Escrow closing statement to Buyer and Seller. <br /> 3.10 Grant Deed. The transfer of ownership of the Property shall be documented <br /> through a Grant Deed in the form attached hereto as Exhibit "B" and incorporated herein by <br /> reference, conveying the Property to Buyer("Grant Deed"). <br /> 3.10.1 Micro-Farm Covenant. The Parties shall execute and acknowledged <br /> a Micro-Farm Covenant in the form set forth on Exhibit "C" attached hereto ("Micro-Farm <br /> Covenant") that shall be recorded immediately after the Grant Deed. The Micro-Farm Covenant <br /> contains the following covenants are running with the land: <br /> (1) Micro-Farm: Buyer shall continue to operate the Property <br /> and Project as a micro-farm for a period of at least thirty(30)years from the date of the recording <br /> of this Micro-Farm Covenant. If the Project or Property is no longer operated as a micro-farm in <br /> accordance with the Micro-Farm Covenant, Buyer shall be in default under this Agreement and <br /> the Micro-Farm Covenant. <br /> 6 <br />