Res 2017-044/Wildenthal Executed

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(il} liens for real estate taxes not yet due and payable and other taxes and assessments of any kind or nature assessed (not yet due and payable) with respect to the Property; (iii) matters or record; and (iv) the standard printed exceptions on the form of title insurance issued pursuant to Section 5. TPL has delivered to City a copy of a commitment for title insurance covering the Tract Il Property issued by Escrow Holder. City shall at its sole cost and expense obtain a title commitment for title insurance from Escrow Holder committing the title company to issue a TLTA Owner's Policy insuring title to the Property in City. 5. Title Insurance. City shall at its option and its sole cost and expense procure a TLTA owner's policy of title insurance from the title company that issued the commitment for title insurance described in Section 4 insuring that title to the Property is vested in City upon Closing, subject to the matters set forth in Section 4. 6. TPL's Promise not to Further Encumber. Seller shall not, without the prior written consent of City, make any leases, contracts, options or agreements whatsoever affecting the Property which would in any manner impede TPL's ability to perforin hereunder and deliver title as agreed herein. Buyer understands and agrees that if there are current grazing and/or hunting lease(s) (the "Grazing Leases)") affecting the Property at the time of Seller's acquisition from Current Owner that the Grazing Lease(s) will be assigned to Seller. Buyer .further understands and agrees that if the Grazing Lease(s) have not terminated as of Closing then: (i) Seller shall assign such Grazing Lease(s) to Buyer, and (ii) the lease payment(s) will be prorated as of the date of Closing. 7. Representations. TPL makes the following representations: i. At Closing, TPL will have the power to sell, transfer and convey all right, title and interest in and to the Property. ii. TPL represents and warrants that it is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code. TPL's United States Taxpayer Identification Number is 23-7222333. 8. Taxes, Closing Expenses and Fees. Real property taxes on the Property shall be prorated as of the date of Closing based upon the latest available tax bill. If the Closing shall occur before the tax rate is fixed for the then current year, subsequent to Closing, when the tax rate is fixed for the year in which the Closing occurs, TPL and City agree to adjust the proration of taxes and, if necessary, to refund or pay (as the case may be) such sums as shall be necessary Agtmt of Sale City of San Marcos_Wildenthal Phase 2 (3-46-17). doc 5