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all of same on and after such date. If the actual amounts to be prorated are not known <br /> as of the closing, the prorations shall be made on the basis of the best evidence then <br /> available, and thereafter, when actual figures are received, a cash settlement will be <br /> made between Seller and Buyer. <br /> 7.7 Possession. Buyer shall be entitled to possession on closing. <br /> 7.8 Certification of Warranties and Representations. By closing the <br /> purchase of the Property, Buyer certifies and reaffirms that as of the Closing Date that all <br /> of Buyer's representations and warranties under this Agreement are true and correct. By <br /> closing the sale of the Property, Seller certifies and reaffirms that as of the Closing Date <br /> that all of Seller's representations and warranties under this Agreement are true and <br /> correct. <br /> 8. Seller's Activities Prior to Closing. After the Effective Date until the <br /> closing: <br /> 8.1 Maintenance. Except as otherwise approved by the Buyer in writing, <br /> Seller shall operate and maintain the Property in accordance with Seller's current <br /> practices, including performing all necessary repairs and maintenance to preserve the <br /> Property in at least as good a condition as exists on the Effective Date. <br /> 8.2 No Alterations. Except as otherwise approved by the Buyer in <br /> writing, Seller shall not alter the Property in any material manner. <br /> 8.3 Tenants. Seller shall not permit any tenants to occupy the <br /> Property. <br /> 9. Seller's Representations and Warranties. In addition to other <br /> representations herein, Seller represents and warrants to Buyer as of the date hereof and <br /> as of the date of closing that: <br /> 9.1 Seller has full power and authority to convey the Property to Buyer. <br /> 9.2 Seller has not received notice of any special assessments or <br /> condemnation proceedings affecting the Property. <br /> 9.3 Seller has received no notice of any failure of Seller to comply with <br /> applicable laws and regulations relating to the Property, such as building, zoning, <br /> environmental, fire, or health and safety laws and regulations. <br /> 9.4 The Property is not subject to any leases or service contracts that <br /> will be in effect after the Closing Date. <br /> 9.5 This Agreement will not result in default by Seller under any other <br /> contract to which Seller is a party, by which Seller may be barred fully performing its <br /> obligations under this Agreement. <br /> 6 <br />