America Online 2010 Annual Report Download - page 158

7.3.6 The CC7/CC8 Substitute Agreement and the CC7/CC8 Replacement Bonds or the CC7/CC8 Initial Agreement and CC7/CC8 Release;
7.3.7 A certificate certifying to Seller that all of Purchaser's representations and warranties set forth in Section 6.2 of this Agreement are true and
correct in all material respects as of Closing as if made at and as of such time, and disclosing any events or circumstances that would cause
Purchaser to have to modify the Purchaser's representations and warranties set forth in Section 6.2 "but for" the foregoing materiality standard;
7.3.8 The Closing Statement (as defined in Section 7.6.7); and
7.3.9 Purchaser's written escrow instructions to close escrow in accordance with the terms of this Agreement.
7.4 Further Documentation. At or following the Closing, Purchaser and Seller each shall execute any certificate or other instruments required by law or
local custom or otherwise reasonably required by the other party to effect the transaction contemplated by this Agreement.
7.5 Closing. The Title Company shall close escrow on or before the scheduled Closing Date when and if it has received all of the documents and funds listed
in Section 7.2 and Section 7.3 above, in accordance with the written escrow instructions delivered by each party.
7.6 Taxes, Prorations and Closing Statement.
7.6.1 Property Taxes and Expenses. All non-delinquent Real Estate Taxes (as defined below) and assessments, personal property taxes, if any,
operation and maintenance expenses pertaining to the Property, and water, sewer and other utility charges shall be prorated between Seller and
Purchaser on an accrual basis, based upon the actual current bills, as of the Closing Date if, and to the extent, Seller, and not tenants under the
Leases, is responsible for such charges. Any amount owed by one party to the other shall be paid by the party who owes such amount to the other
party within ten (10) business days after the date of the reapportionment. With respect only to Real Estate Taxes paid directly by tenants under
the Leases to the applicable taxing authority, Purchaser and Seller shall not prorate real estate taxes if the applicable real estate taxes are current
through the Closing Date. In all other instances, real estate taxes shall be prorated in accordance with the provisions of this Section 7.6.1. If these
taxes for the year of Closing are not known or cannot be reasonably estimated, taxes shall be adjusted based on taxes for the year prior to Closing.
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