OTHER-2025-024-Purchase of Property for the Crisis Diversion Facility

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7.2 Prorations and Adjustments to the Purchase Price . 7 . 2 . 1 Buyer and Seller shall make the following adjustments to the Purchase Price as of 11 : 59 p . m . on the day prior to Closing, such that the day of Closing is a day of income and expense for Buyer : (a) Taxes and Assessments . Ad valorem taxes ("Taxes") applicable to the Property for the calendar year of Closing will be prorated on a day-for day basis as of the Closing Date . Notwithstanding the foregoing, Buyer may elect to "gross up" the Purchase Price at closing to account for the Taxes it would be required to pay pursuant to this Section 7 . 21 (a) rather than prorating Taxes at Closing, in which case Seller will be responsible for payment of all Taxes due at the Closing . Seller shall pay all assessments levied against the Property that are due and payable on the Closing Date along with its pro rata share of any assessments that are due and payable after the Closing Date . (b) Other Items . Any other items which are customarily prorated in connection with the purchase and sale of properties similar to the Property shall be prorated at Closing . 7 . 2 . 2 Except as expressly provided in this Contract, Buyer shall not assume any liability or obligation of Seller, and Seller shall pay and perform those liabilities and obligations not assumed . 7.3 Costs of Closing . Seller shall pay all transfer taxes and fees payable on the transfer of the Property , any prepayment penalties on the payoff of any existing mortgage or deed of trust, all recording costs and other costs relating to any title clearance matters , Seller ' s attorneys ' fees, '/2 of any fees charged by Escrow Agent, and any other costs necessary for Seller to perform it obligations under this Contract. Buyer shall pay all costs and expenses for the title examination and obtaining the Title Commitment, the premium for the title policy issued in favor of Buyer, all costs and expenses for the Subdivision Plat recording fee, all fees to record the Deed, %2 of any fees charged by Escrow Agent, and Buyer ' s attorneys ' fees . 7 .4 Conditions Precedent to Buyer ' s Obligation to Close . Buyers ' obligations to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or waiver, on or before Closing, of each of the following conditions , all or any of which may be waived, in whole or in part, at Buyers ' sole discretion for purposes of consummating such transactions . In the event any of these conditions is not satisfied prior to Closing, Buyers shall have the option of terminating this Agreement as provide herein : (a) Representations True at Closing . The representations and warranties made by the Seller in this Agreement, shall be true and correct in all material respects at Closing with the same force and effect as though such representations and warranties had been made on and as of such date, except for those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date) . If Seller is in breach of any of the representations and warranties then the breach shall be a material default by Seller, and Buyer may exercise Buyer ' s rights under Section 8 .2 of this Contract. (c) Covenants of Seller. The Seller shall have duly performed in all material respects all of the covenants, acts and undertakings to be performed by them pursuant to this Agreement on or prior to Closing . If Seller fails to so perform , then that failure shall constitute a material default by Seller, and Buyer may exercise Buyer ' s rights under Section 8.2 of this Contract. (d) Subdivision Plat Recorded . Seller shall cause the Subdivision Plat to be recorded at or prior to Closing . It is understood and agreed that the review, execution, and approval of the 11