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<br />reasonably required by Purchaser or the Title Company. <br /> <br />(C) Ad valorem taxes for the current year at the current rate shall be <br />prorated as of the date of Closing. In the event the proration is based on an <br />estimate of said taxes, the parties agree to adjust the proration when said taxes are <br />determined. Any assessment declared or assessed prior to Closing or any "rollback" <br />or "recapture" taxes or other retroactive assessment applicable to a period prior to <br />Closing shall be paid in full by Seller. <br /> <br />(D) If all requirements for Closing are met and Purchaser is not in default <br />hereunder, Purchaser shall deliver the Purchase Price to Seller. <br /> <br />14. SELLER shall fully comply with the provisions of Section 286.23, Florida <br />Statutes by executing and delivering an Affidavit in the form of the Affidavit of Interest in <br />Real Property - Florida Statute 286.23. <br /> <br />15. If SELLER is a limited liability company, at the same time that SELLER <br />submits the Closing documents required by this Agreement, SELLER shall also submit the <br />following to the BUYER: <br /> <br />(A) Resolution which authorizes the sale of the Property to Buyer in <br />accordance with the provisions of this Agreement and a certificate of incumbency, <br /> <br />(B) Certificates of good standing from the Secretary of State of the State <br />of Florida and the appropriate authority for any other applicable State, and <br /> <br />(C) Copy of proposed opinion of counsel as required below. <br /> <br />16. If SELLER is a corporation, as a material inducement to BUYER entering into <br />this Agreement and to consummate the transaction contemplated herein, SELLER <br />covenants, represents and warrants to BUYER as follows: <br /> <br />(A) The execution ofthis Agreement and the performance by it of various <br />terms and conditions hereof, including, without limitation, the execution of all <br />agreements, notices and other documents hereunder, have been duly authorized by <br />the requisite corporate authority of SELLER, and <br /> <br />(B) SELLER is a corporation duly organized, validly existing and in good <br />standing under the laws of a State of the United States and is duly licensed and in <br />good standing and qualified to own real property in the State of Florida, and <br /> <br />(C) This Agreement, when executed and delivered, will be valid and legally <br />binding upon SELLER and enforceable in accordance with its terms and neither the <br />execution of this Agreement and the other instruments to be executed hereunder by <br />SELLER, nor the performance by it of the various terms and conditions hereto will <br />violate the Articles of Incorporation or By-Laws of SELLER, and <br /> <br />5 <br />