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(b) Buyer has all requisite power and authority to execute and
<br /> deliver this Agreement and to carry out its obligations hereunder and
<br /> the transactions contemplated hereby. This Agreement has been, and
<br /> the documents contemplated hereby will be, duly executed and
<br /> delivered by Buyer and constitutes, its legal, valid, and .binding
<br /> obligation enforceable against, it in accordance Pith its terms, and
<br /> the consummation and performance by Buyer of the transactions
<br /> contemplated · herein will not result in a violation of or be in
<br /> conflict with or constitute a default under any term or provision of
<br /> the organizational documents of Buyer, or any of the terms or
<br /> provisions of any agreement or instrument to which it is a party, or
<br /> by which it is bound, or of any term of any applicable law, ordinance,
<br /> rule or regulation of any governmental authority or of any term of any
<br /> applicable order, judgment, or decree of any court, arbitrator, or
<br /> governmental authority.
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<br /> Any such representations and warranties' shall survive the
<br />Closing. ·
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<br /> 9. Condition of the premises. Seller shall deliver possession to
<br />Buyer, subject to the matters set forth in section 3 hereof, not later than
<br />the Date of Closing, provided that all of the terms and conditions of this
<br />Agreement have been complied with. Until the Date of Closing, Seller shall
<br />maintain, repair (subject to section 14 hereof), manage, and operate the
<br />Premises in a businesslike manner in accordance with Seller's prior
<br />practices; shall comply with its contractual obligations as owner of the
<br />Premises; shall maintain the types and amounts of insurance that are in
<br />force on the date of execution hereof; shall not allow the imposition of any
<br />encumbrance or lien on the Premises; and shall not dissipate the Premises or
<br />remove any material property therefrom, except in the ordinary course of
<br />business.
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<br /> 10. Adjustments and Prorations. Ail taxes, including, without
<br />limitation, real estate taxes and personal property taxes, rents, charges
<br />for utilities, including water, sewer, and fuel oil, and for utility
<br />services, maintenance services, maintenance and service contracts, all
<br />operating costs and expenses, and all other income, costs and charges of
<br />every kind which in any manner relate to the-operation of the Premises shall
<br />be prorated to the Date of Closing. If the 'amount of said taxes,
<br />assessments or rents is not known on the Date of Closing, they shall be
<br />apportioned on the basis of the amounts for the preceding year, except with
<br />respect to taxes, as to which the basis shall be 110% of the preceding year,
<br />with, in all cases, a reapportionment as soon as the new amounts can be
<br />ascertained. If such taxes and assessments shall thereafter be reduced by
<br />abatement, the amount of such abatement, .iess the reasonable cost of
<br />obtaining the same, shall be apportioned between.the parties, provided that
<br />neither party shall be obligated to institute or prosecute proceedings for
<br />an abatement unless otherwise agreed. Any deposits on utilities paid by
<br />Seller shall be returned to Seller. On the Date of Closing, Seller shall
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<br />1014/RNS
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