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12. TAXES. All Taxes for each Parcel shall be prorated and adjusted between <br />Seller and Purchaser as of the Closing Date, with Seller charged for the Closing Date <br />and the days prior thereto, on the basis of the last officially certified and available tax <br />duplicate for the Premises. As to all assessments, the following provisions shall apply: <br />(i) If, on the Effective Date of this Agreement, the Premises or any <br />part thereof shall 'be affected by any assessment or assessments which are <br />or may become payable in installments, of which the first installment is <br />now a charge or lien, or has been paid, then (A) Seller shall be obligated <br />to pay all installments of any such assessment which are due and payable <br />prior to the Closing Date, and (B) for the purposes of this Agreement, all <br />the unpaid installments of any such assessment which are to become due <br />and payable on or after the Closing Date shall not be deemed to be liens <br />upon the Premises and the payment hereof shall be assumed by Purchaser <br />without abatement of the Purchaser.Price. <br />(ii) If, after the Effective Date of this Agreement and prior to the <br />Closing Date, the Premises or any part thereof shall be affected by any <br />assessment or assessments which are or may become payable in <br />installments, of which the first installment becomes a charge or lien prior <br />to the Closing Date or is paid prior to the Closing Date, then (A) if said <br />assessment relates to work which has been commenced prior to the Closing <br />Date, Seller shall be obligated to pay all installments of any such <br />assessment which are due and payable prior to the Closing Date, and (B) <br />for the purposes of this Agreement all the unpaid installments of any such <br />assessment which are to become due and payable on or after the Closing <br />Date shall not be deemed to be liens upon the Premises and the payment <br />thereof shall be assumed by Purchaser without abatement of the Purchase <br />Price. <br />(iii) If after the Effective Date of this Agreement and prior to the <br />Closing Date the Premises or any part thereof shall become affected by an <br />assessment or assessments which are for work to be commenced after the <br />Closing Date, said assessments shall not be deemed to be liens upon .the <br />Premises and the payment thereof shall be assumed by Purchaser without <br />abatement of the Purchase Price. <br />13. POSSESSION. Exclusive possession of the Premises shall be delivered by <br />Seller to Purchaser on the Closing Date, free of all tenancies, leases and occupants <br />whatsoever, except for the rights of the holders of the Permitted Exceptions. <br />14. NOTICES. All notices, requests and other communications under this <br />Agreement shall be in writing and shall be given by personal delivery or sent by <br />registered or certified mail, postage prepaid, return receipt requested, addressed as <br />follows, and notice shall be effective upon receipt: <br />MRiJ~L960439~AGR00003.002 9 <br />