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(b) Authority. Such proof of Buyer's authority and authorization to enter into this <br />Agreement and to consummate the transaction contemplated hereby as may be reasonably requested <br />by Seller or the Title Company. <br />(c) Further Documents or Items. Any other documents or items reasonably <br />required to close the transaction contemplated by this Agreement as determined by the Title Company, <br />10. Costs and Expenses. <br />(a) Seller's Costs. If the transaction contemplated by this Agreement is <br />consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges <br />associated with the removal of encumbrances; (ii) Seller's share of prorations; and (iii) costs, if any, <br />allocable to Seller under this Agreement (which foregoing items collectively constitute "Seller's Costs <br />and Debited Amounts"). <br />(b) Buyer's Costs. If the transaction contemplated by this Agreement is <br />consummated, then Buyer shall bear the following costs and expenses: (i) Buyer's share of prorations; <br />(ii) the premium for an owner's policy of title insurance which, at the election of Buyer, will be an <br />ALTA owner's extended coverage policy of title insurance and the cost for any survey required in <br />connection with the delivery of an ALTA owner's extended coverage policy of title insurance; <br />(iii) documentary recording fees, if any; (iv) documentary transfer tax, if any; and (v) any costs <br />associated with Buyer borrowing money in order to pay to Seller the Purchase Price (collectively, <br />"Buyer's Costs and Debited Amounts"). Since Buyer and Seller elected to close without use of escrow <br />pursuant to Section 3(b) hereof, Buyer and Seller shall make the prorations described in this <br />subsection (b). <br />Generally. Each party shall bear the costs of its own attorneys, consultants, and real estate <br />brokers in connection with the negotiation and preparation of this Agreement and the consummation <br />of the transaction contemplated hereby. Buyer represents to Seller that Buyer has not engaged the <br />services of any consultants, finders or real estate brokers in connection with the purchase of the Real <br />Property from the Seller. Seller represents to Buyer that Seller has not engaged the services of any <br />consultants, finders or real estate brokers in connection with the sale of the Real Property to the Buyer. <br />It. Proration; Withholdine. <br />(a) All revenues (if any) and expenses relating to the Real Property (including, <br />but not limited to, property taxes, utility costs and expenses, water charges and sewer rents and refuse <br />collection charges) shall be prorated as of the Closing Date; provided that all delinquent taxes shall <br />be satisfied at the expense of Seller. Not less than five (5) business days prior to the Closing, Seller <br />shall deliver to Buyer a tentative schedule of prorations for Buyer's approval (the "Proration and <br />Expense Schedule"). If any prorations made under this Section shall require final adjustment after <br />the Closing, then the parties shall make the appropriate adjustments promptly when accurate <br />information becomes available and either party hereto shall be entitled to an adjustment to correct the <br />same. Any corrected or adjustment proration shall be paid promptly in cash to the party entitled <br />thereto. <br />(b) hi the event Seller does not qualify for an exemption from California <br />withholding tax under Section 18662 of the California Revenue and Taxation Code (the "Tax Code") <br />as evidenced by the delivery to Buyer at Closing of the California Exemption Certificate duly executed <br />