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_... ,,...._.....,....., _. _..~ .. ~I~ ., ,._ .....,_., _ ...... ..,_. ~.....:..,_ __. ~ ~: ~ ~ r; other standard and special exceptions as the Title Company may indicate (the "Title Policy"). 5.5 Subject to the conditions of Closing described above, the Title Company shall complete the transaction contemplated by this Agreement when all funds and documents have been deposited in escrow and when, upon filing of the Deed for record, it will issue the Title Policy to the City. On the Closing Date, the Escrow Agent shall: (a) file the Deed for record; (b) deliver to Seller and the City all documents to be received by either hereunder; and (c) promptly disburse to Seller the Base Purchase Price, after deductions therefrom for expenses chargeable to Seller or amounts due the City by reason of the prorations referred to in Sections 6, 7 and 8 hereof, which the Escrow Agent shall promptly disburse to the City or other appropriate third party, as the case may be. 6 CLOSING COSTS. Seller shall pay the cost of recording the Deed. The cost of the Title Commitment and Title Policy shall be shared equally by Seller and the City. 7 TAXES AND ASSESSMENTS. All personal property taxes shall be prorated as of the Closing Date. The Seller shall pay to the City, or there shall be deducted from the Base Purchase Price (a) ad valorem taxes and assessments, both general and special, due and payable prior to the Closing Date; and (b) a proportionate part of such ad valorem taxes which became a lien on January 1, 1994 and relate or pertain to the period prior to the Closing Date, but which are not due and payable until after the Closing Date, prorated as of the Closing Date using the valuation from the last available tax list and duplicate and applying thereto the most recent tax rates certified to the County Auditor by the appropriate taxing authorities. 8 UTILITY CHARGES. Utility charges shall be prorated as of the Closing Date and the Seller shall on such date make payment to the City for its proportionate share thereof or the same shall be deducted from the Base Purchase Price. 9 CONDITIONS TO OBLIGATIONS OF THE SELLER AND THE CITY. The obligations of the Seller and the City hereunder are subject to the further conditions that: (a) At or before the Closing Date, the holders of not less than 51 % of the outstanding shares of the Seller shall have consented to the sale to the City of the Property or the consideration and upon the terms and conditions herein contemplated; (b) The City shall receive on the Closing Date the certificate of the Seller stating that the covenants to be performed by the Seller on or prior to the Closing Date, as set forth in Section 4 hereof, have been performed and that the representations and warranties of the Seller set forth in Section 3 hereof are true as of the Closing Date with such exceptions only as are expressly permitted by this Agreement; and 7