25A - AGMT - SALE 2129 N MAIN ST

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assessments allocated to the Property (based on unimproved value) based on the percentage of the total acreage of the Assessment Parcel located on the Property, which acreage figures for allocation purposes shall be fairly and equitably determined and supplied to Escrow Holder by Buyer and Seller. Buyer and Seller shall cooperate in good faith to cause the Property to be separately assessed and segregated in Buyer's name on the current tax roll. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of the sale of the Property to Buyer, shall be the responsibility of Buyer. Any real property taxes or assessments levied under the Supplemental Tax Roll as a result of transfers, improvements or other occurrences before the Close of Escrow shall be the responsibility of Seller. 2.8.2 General. All pro rations provided for herein shall be on an "actual day" basis and a three hundred sixty -five (365) day year. The provisions of this Section shall survive Close of Escrow. if either Party fails to pay its pro rata share of taxes or other expenses by the times herein provided, interest shall accrue on all unpaid amounts from when owing until paid at the maximum rate allowed by Law. Any errors. or omissions made in calculating adjustments and prorations shall be corrected promptly upon the discovery thereof. If any estimations are made at the Close of Escrow regarding adjustments or prorations, the Parties shall make the appropriate correction promptly when accurate information becomes available. Any corrected adjustment or proration shall be paid to the Party entitled thereto . within thirty (30) days after written request therefor and if not so paid interest shall accrue and be payable on same at the maximum rate allowed by Law. 2.9 Closing Costs. Buyer shall pay the cost of the Title Policy, the Escrow Fees and all documentary transfer fees and recording fees, as may be applicable, and all other costs and expenses incurred related to the purchase of the Property by Buyer. If applicable, Buyer, shall also pay for the appraisal cost of the Property (collectively, "Closing Costs "). As soon as reasonably possible following the, Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement to Buyer and Seller. 2.10 Recordation and Delivery of Documents. No later than 12:00 p.m. on the business day immediately prior to the Closing Date, Buyer and Seller, as applicable, will deposit into Escrow the following documents (with the documents that are to be recorded in the following order and delivered as provided below): 2.10.1 Grant Deed. One (1) filly executed and acknowledged copy of the grant deed on Title Company's standard form conveying time Property to- Buyer ( "Grant Deed "). The Grant Deed shall contain a restriction that the Property be restricted to the operation and development of the Project, as deemed permissible by the City. Conformed copies of the recorded Grant Deed shall be returned to Buyer and Seller as soon as possible. 2.10.2 Withholding Exemption Certificates. One (1) completed and executed copy of the following: Non - foreign Transferor Declaration; Preliminary Change in Ownership Report, Internal Revenue Service Form 1099 -S, and California Franchise Tax Board Form 593 and any other applicable state tax witlmholding forms, as applicable. As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver copies of all closing documents, including, without limitation, those listed above, the -6- 25A -16