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assessments allocated to the Property (based on unimproved value) based on the percentage of <br />the total acreage of the Assessment Parcel located on the Property; which acreage figures for <br />allocation purposes shall be fairly and equitably determined and supplied to Escrow Holder by <br />Buyer and Seller. Buyer and Seller shall cooperate in good faith to cause the Property to be <br />separately assessed and segregated in Buyer's name oil the current 'tax roll. Any real property <br />taxes or assessments levied tinder the Supplemental Tax Roll as a result of the sale of the <br />Property to Buyer, shall be the responsibility of Buyer. Any real property taxes or assessments <br />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 />2.8.2 General. All pro rations provided for herein shall be on am "actual <br />day" 'basis and a three hundred sixty -five (365) day year. The provisions of this Section shall <br />survive dose 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 aaccrue on all unpaid amounts from when awing 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 or Escrow regarding adjustments or proration, the Parties <br />shall snake the appropriate eoincedOrl promptly when accurate information becomes available. <br />Any corrected adjustment or proration shall be paid to the Party entitled thereto within thirty (10) <br />days after written request therefor and if not so paid interest shall accrue and be payable on satire <br />at the nnaxhmmrr rate allowed by Law. <br />19 Closing Costs, Buyer shall pay the cost of the Title Policy, the Escrow <br />Pees and all documentary transfer fees and recording fees, as may be applicable; and all other <br />costs and expenses incurred related to the purchase of the Property by Buyer. If applicable, <br />Buyer shall also pay for the appraisal cost of the Property (collectively, "Closing Costs "), As <br />soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy <br />of the Final Escrow closing statement to .Buyer and Seller. <br />2.10 Recordation and Delivery of Docuanents. No later than 12:00 p.m. on <br />the business day immediately prior to the Closing Date, Buyer and Seller" as applicable, will <br />deposit into Escrow the following documents (with the documents that are to be recorded in tine <br />following order and delivered as provided below): <br />110.1 Grant Deed. One (1) fully executed and acknowledged copy of <br />the grant deed on Title Company's standard forth conveying the Property to Buyer ("Grant <br />Deed "), The Errant Deed shall contain a restriction that the Property be restricted to the <br />operation and development of the Project, as deemed permissible by the City. Conformed copies <br />of the recorded Grant Deed shall be returned to Buyer and Seller as soon as possible. <br />2.70.2 Withholding Exemption Certificates. One (1) completed and <br />executed copy of the following: Morn- forcign Transferor Declaration; Preliminary Change in <br />Ownership Report, Internal Revenue Service Form 1099 -5, and California Franchise Tax Board <br />1`01111593 and any other applicable state tax withholding forms, as applicable. <br />As soon as reasonably possible following the Close of Escrow, Escrow Holder shall <br />deliver copies of all closing docurrients, including, without limitation, those listed above, the <br />_6. <br />25C -16 <br />