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preceding the date of Closing, the cost of which remains unpaid, (iii) agreeing to take no action prior <br />to recording the Deed which would adversely affect the title to the Property, (iv) testifying that <br />possession of the Property is subject only to those matters accepted by Buyer pursuant to the terms <br />hereof, if any, and that Seller is otherwise in exclusive, peaceable and undisputed possession of the <br />Property, and (v) testifying that there are no actions or proceedings now pending in any state or <br />federal court to which Seller is a party including, but not limited to, proceedings in bankruptcy, <br />receivership or insolvency, which would affect the Property, the title to the Property or Seller's ability <br />to close on the sale of the Property to Buyer except as disclosed in the Title Commitment. Seller shall <br />also furnish such other evidence, affidavits or information required by the Title Insurance Company so <br />that the Title Insurance Company will be able to eliminate all standard exceptions from the Title <br />Commitment at Closing, except for taxes for the year of Closing which are not yet due or payable. <br />4.5. Place of Closing. Closing shall be held by express courier or at the offices of the title <br />agent or at Garganese, Weiss & D'Agresta, P.A. or such other location as is mutually agreed upon by <br />Buyer and Seller. <br />4.6. Documents for Closing. Buyer's attorney or title agent shall prepare the Deed, Seller's <br />affidavit, closing statement, and any corrective instruments that may be required in connection with <br />perfecting title. <br />4.7. Expenses. State documentary tax for the Deed shall be paid by the Buyer. The cost of <br />recording all corrective documents needed to complete the transaction shall be borne by Seller. Buyer <br />shall pay for the title insurance premium, recording the Deed and all fees and expenses arising from or <br />associated with the simultaneous issuance of a lender's title insurance commitment and policy, if any, <br />and any and all endorsements to such policy required by its lender. <br />4.8. Real Estate and Personal Property Taxes. Seller shall be responsible for real estate <br />and personal property taxes owing for tax years prior to the current calendar year, if any, and for the <br />portion of the current calendar year during which Seller owned the Property (i.e., Seller shall be <br />responsible for real estate and personal property taxes owing for the period beginning on January 1, <br />and ending (but not including) on the Closing date. Unless Buyer is exempt from payment thereof by <br />applicable law, Buyer shall be responsible for real estate and personal property taxes owing for the <br />period commencing on the Closing date and ending on December 31. The Escrow Agent shall ensure <br />compliance with Florida Statute 196.295 at settlement. Buyer shall pay any real and personal property <br />taxes billed with respect to the Property after Closing. Buyer shall be solely responsible for and hold <br />Seller harmless from any so-called "rollback" or similar taxes or assessments owing on the Property <br />resulting from the sale thereof to Buyer or any change in the improvements or the use of the Property <br />by Buyer following Closing. <br />4.9. Special Assessment Liens. Special assessment liens which are certified, confirmed <br />and ratified as of the date of Closing are to be paid by Seller. Special assessment liens which are <br />certified, confirmed and ratified but payable in installments post Closing shall be paid in full by Seller <br />at Closing. Special assessment liens pending as of the date of Closing shall be assumed by Buyer; <br />provided, however, that if the improvements which form the basis for such special assessment are <br />substantially completed as of the date of Closing they shall be deemed to have been certified, <br />confirmed or ratified and Buyer shall, at Closing, be credited with an amount equal to the last estimate <br />