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<br />taxes payable in the year of Closing shall be prorated by Seller and Buyer <br />as of the Closing Date based upon a calendar year. Seller shall pay all <br />deferred real estate taxes or special assessments which may become <br />payable as a result of the sale contemplated hereby. <br /> <br />(d) Recording Costs. Seller vvill pay the costs of recording all documents <br />necessary to place record title in the condition warranted in this <br />Agreement. Buyer will pay the cost of recording all other documents. <br /> <br />(e) Other Costs. All other operating costs of the Property, will be allocated <br />between Seller and Buyer as of the Closing Date, so that Seller pays that <br />part of such other operating costs payable before the Closing Date, and <br />Buyer pays that part of such operating costs payable from and after the <br />Closing Date. <br /> <br />ARTICLE V <br />REPRESENTATIONS AND WARRANTIES OF SELLER <br /> <br />Seller, represents and warrants to Buyer as of the date hereof and as of the Closing that: <br /> <br />5.1 Authority, Approval and Enforceability. <br /> <br />(a) The execution and delivery by the Seller of this Agreement and all <br />documents to be executed in connection vvith the transactions <br />contemplated hereby do not, and the performance and consummation by <br />the Seller of the transactions contemplated by this Agreement will not, <br />result in any conflict with, breach or violation of or default, termination, <br />forfeiture or lien under any terms or provisions of the Seller's Articles of <br />Incorporation or Bylaws, each as amended, or any statute, rule, regulation, <br />judicial or governmental decree, order or judgment, agreement, lease or <br />other instrument to which the Seller is a party. <br /> <br />(b) This Agreement and all documents to be executed by the Seller in <br />connection with the transactions contemplated hereby are, and upon due <br />execution and delivery by the parties thereto will be, legal, valid and <br />. binding obligations of the Seller, enforceable against them in accordance <br />with their respective terms. <br /> <br />(c) To the best knowledge of Seller, the Seller is in full compliance with all <br />applicable federal, state, and local regulations, statutes and ordinances <br />which regulate the use of the real estate. <br /> <br />(d) There are no wells or septic systems on the Property. <br /> <br />-5- <br />