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c. Other Charges..Taxes and assessments, both <br />general and special, shall be prorated by the Escrow Agent as of <br />the date of title transfer based on the last available tax <br /> <br />duplicate. Seller shall pay from escrow..all utility charges to <br />the date of transfer of title, or the date Seller vacates the <br />Property, whichever date is later. -~ ~ <br /> <br /> 10. This Purchase Agreement is contingent upon the <br />following terms and conditions: <br /> <br /> a, Approval by City Council by the adoption <br /> ~- of an ordinance or resolUtion authorizing <br /> the Mayor to sign this Agreement on behalf <br /> · of the City of LakewOod. If such approval <br /> is not granted by the adoption of such <br /> legislation, or suCh legislation is set <br /> · aside by referendum or court action, this <br /> agreement shall be void ab initio and both <br /> parties .be returned to their original <br /> position. Buyer shall have 90 days to <br /> obtain such~approval; <br /> <br /> Seller shall, at its cost, furnish Buyer <br />'with an-EPA compliance inspection <br />certificate prior to closing and Buyer <br />~shall have the right to terminate this <br />agreement if it is not satisfied with the <br />result; and <br /> <br />Ce <br /> <br />Seller is to provide a complete rent and <br />lease roll to Buyer. Seller represents <br />that no tenant in the building has any <br />tenancy rightS other than as set forth in <br />Exhibit "B" , and that the rent and lease <br />roll provided is complete and accurate. <br /> <br /> 11. ENTIRE AGREEMENT. This Agreement constitutes <br />the entire agreement between the~Parties. The repreSentations, <br />warranties and agreements in this Agreement shall survive the <br /> <br />transfer of title. There are no other conditions, <br />representations, warranties or agreements, express or implied. <br /> <br /> <br />