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16 <br /> 7.2 Prorations and Adjustments to the Purchase Price. <br /> 7.2.1 Buyer and Seller shall make the following adjustments to the Purchase Price as of <br /> 11:59 p.m. on the day prior to Closing, such that the day of Closing is a day of income and expense for <br /> Buyer: <br /> (a) Taxes and Assessments. Ad valorem taxes ("Taxes") applicable to the <br /> Property for the calendar year of Closing will be prorated on a day-for day basis as of the Closing Date. <br /> Notwithstanding the foregoing,Buyer may elect to"gross up"the Purchase Price at closing to account for <br /> the Taxes it would be required to pay pursuant to this Section 7.21(a)rather than prorating Taxes at Closing, <br /> in which case Seller will be responsible for payment of all Taxes due at the Closing. Seller shall pay all <br /> assessments levied against the Property that are due and payable on the Closing Date along with its pro rata <br /> share of any assessments that are due and payable after the Closing Date. <br /> (b) Other Items. Any other items which are customarily prorated in <br /> connection with the purchase and sale of properties similar to the Property shall be prorated at Closing. <br /> 7.2.2 Except as expressly provided in this Contract,Buyer shall not assume any liability <br /> or obligation of Seller, and Seller shall pay and perform those liabilities and obligations not assumed. <br /> 7.3 Costs of Closing. Seller shall pay all transfer taxes and fees payable on the transfer of the <br /> Property, any prepayment penalties on the payoff of any existing mortgage or deed of trust, all recording <br /> costs and other costs relating to any title clearance matters, Seller's attorneys' fees, 'h of any fees charged <br /> by Escrow Agent, and any other costs necessary for Seller to perform it obligations under this Contract. <br /> Buyer shall pay all costs and expenses for the title examination and obtaining the Title Commitment, the <br /> premium for the title policy issued in favor of Buyer, all costs and expenses for the Subdivision Plat <br /> recording fee, all fees to record the Deed, '/2 of any fees charged by Escrow Agent, and Buyer's attorneys' <br /> fees. <br /> 7.4 Conditions Precedent to Buyer's Obligation to Close. Buyers' obligations to <br /> consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, <br /> on or before Closing, of each of the following conditions, all or any of which may be waived, in whole or <br /> in part,at Buyers' sole discretion for purposes of consummating such transactions.In the event any of these <br /> conditions is not satisfied prior to Closing, Buyers shall have the option of terminating this Agreement as <br /> provide herein: <br /> (a) Representations True at Closing. The representations and warranties made by the <br /> Seller in this Agreement, shall be true and correct in all material respects at Closing with the same force <br /> and effect as though such representations and warranties had been made on and as of such date, except for <br /> those representations and warranties that address matters only as of a specified date,which shall be true <br /> and correct in all respects as of that specified date). If Seller is in breach of any of the representations and <br /> warranties then the breach shall be a material default by Seller, and Buyer may exercise Buyer's rights <br /> under Section 8.2 of this Contract. <br /> (c) Covenants of Seller. The Seller shall have duly performed in all material respects <br /> all of the covenants, acts and undertakings to be performed by them pursuant to this Agreement on or <br /> prior to Closing. If Seller fails to so perform,then that failure shall constitute a material default by Seller, <br /> and Buyer may exercise Buyer's rights under Section 8.2 of this Contract. <br /> (d) Subdivision Plat Recorded. Seller shall cause the Subdivision Plat to be recorded <br /> at or prior to Closing. It is understood and agreed that the review, execution, and approval of the <br /> 11 <br />