STEADFAST 1 -2005 - Laserfiche WebLink

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(b) Taxes. City shall be responsible for all taxes and assessments that become a lien against the Steadfast Land after the Closing to the extent they relate to the post- Closing period, and any such taxes for the period in which the Closing Date falls shall be prorated as of the Closing Date. Steadfast shall be responsible for all taxes and assessments that become a lien against the City Property after the Closing to the extent they relate to the post- Closing period, and any such taxes for the period in which the Closing Date falls shall be prorated as ofthe Closing Date. Steadfast shall have no responsibility for taxes or special assessments for the Steadfast Land to the extent they accrue or relate to the post-Closing period. City shall have no responsibility for taxes or special assessments for the City Property to the extent they accrue or relate to the post-Closing period. (c) Method of Proration. All prorations will be made as ofthe Closing Date based on a 365-day year. (d) Adjustments. All prorations and credits shall be prepared using the latest bills or estimates made by the Parties from information available. If any supplemental billing is issued or new information learned with respect to any of the foregoing prorations or credits, the same shall be adjusted and prorated between Steadfast and City as soon as reasonably possible after the Closing. In any event, to the fullest extent possible Steadfast and City shall jointly prepare a final schedule of adjustments within thirty (30) days after Closing and either Party owing the other a sum of money shall pay such sum within ten (10) days after such final schedule is prepared. The provisions of this Article 11 shall survive the Closing. 12. Right of Termination. Intentionally omitted. 13. Condemnation and Destruction. (a) Eminent Domain or Taking of the Properties. Ifproceedings under a power of eminent domain relating to either the City Land, the Steadfast Land or any part thereof are commenced prior to the Closing Date, the Affected Owner shall promptly inform the Acquiring Party in writing. (i) If such proceedings involve the taking oftitle to all or any interest in the City Land Steadfast may elect to terminate this Agreement by notice in writing sent within thirty (30) days after receipt of notice of such taking, in which case this Agreement shall thereafter be null and void and of no further force or effect and neither Party shall have any further obligation to or rights against the other except any rights or obligations of either Party which are expressly stated to survive termination ofthis Agreement. (ii) If the proceedings do not involve the taking of title to all or any interest in the Steadfast Land or the City Land or ifthe Acquiring Party does not elect to terminate this Agreement, this transaction will be consummated as described in this Agreement and any award or settlement payable with respect to such proceeding will be paid or assigned to the Acquiring Party upon the Closing. (iii) The Acquiring Party shall have the right to participate in all negotiations with the condemning Governmental Authority and approve any settlement affecting the property it is acquiring. 40836735. 16 17