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<br />7.1 Closin!:! Fee. Buyer and Seller shall each pay one-half (%) of any <br />reasonable closing fee or charge imposed by Title. <br /> <br />. <br /> <br />7.2 Real Estate Taxes and Special Assessments. Atthe Closing, Seller <br />shall pay (a) all real property taxes payable in the year in which the Closing occurs, <br />prorated through the Closing Date; (b) any unpaid real property taxes payable for <br />years prior to the year in which the Closing occurs; and (c) all charges for <br />improvements or services already made to or which benefit the Property and all <br />levied and pending assessments, whether general or special assessments, with <br />respect to the Property which arise prior to the Closing Date. At the Closing, Buyer <br />shall pay all real property taxes payable in the year in which the Closing occurs, <br />prorated from and after the Closing Date. The proration described in this Section is <br />subject to the provisions of Section 8 of this Agreement. If the amount of such <br />general real estate taxes cannot be determined on the Closing Date, general real <br />estate taxes for the year of the Closing shall be prorated between Seller and Buyer <br />on an estimated basis, using the latest known mill rate and value assessed for real <br />property tax purposes, and an adjustment will be made after Closing for any <br />difference between the prorated estimated amount and the actual real estate taxes <br />for the year. <br /> <br />8. Title Examination. Title examination will be conducted as follows: <br /> <br />. <br /> <br />8.1 Seller's Title Evidence. Promptly after the Execution Date, Buyer <br />shall order the following (collectively, "Title Evidence"), at Seller's cost and expense: <br />(a) a commitment for an owner's title insurance policy from Title ("Title <br />Commitment") for the Property; and (b) copies of all encumbrances described in the <br />Title Commitment ("Title Documents"). <br /> <br />8.2 Buver's Obiections. Within thirty (30) days after receiving the Title <br />Evidence or, if later, thirty (30) days after receipt of the AL T A-certified survey <br />described in Section 5, Buyer may make written objections ("Objections") to the <br />form and/or contents of the Title Evidence. Buyer's failure to make objections within <br />such time period will constitute a permanent waiver of Objections. The Objections <br />may include without limitation, any easements, restrictions or other matters which <br />may interfere with the Proposed Use of the Property or which may be revealed by a <br />survey of the Property. If any Objections are raised as to the Property, Seller shall <br />be allowed ninety (90) days from the receipt of such Objections to make reasonable <br />efforts to make such title marketable. Pending correction of title, the Closing shall <br />be postponed, but upon correction of title and within ten (10) days after written <br />notice to Buyer, the parties shall perform this Agreement according to its terms. If <br />title is not made marketable of record as to all of the Property within ninety (90) days <br />after Seller's receipt of the Objections, Buyer may either (a) terminate this <br />Agreement and any related agreements with respect to all of the Property at Buyer's <br />written option; or (b) waive the Objections and purchase all of the Property. If Buyer <br />so terminates this Agreement and any related agreements, neither Seller nor Buyer <br /> <br />. <br /> <br />Purchase Agreement 3.doc <br /> <br />6 <br />