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7.2 Authority's Obligations at Closing. At Closing, Authority shall deliver to City the following: (a) Deed Special Warranty Deed (the "Deed") executed by Authority conveying the Property by Special Warranty subject to no exceptions other than the Permitted Exceptions and other matters of record or survey existing prior to the Effective Date to which City did not object. (b) Bill of Sale/Assignment. A Bill of Sale and an Assignment in form necessary to convey any elements of the Property not conveyed by the Deed. (c) Evidence of Authorization. Copies of Authority's resolutions and organizational documents evidencing the authority of the persons signing the Deed and other documents to be executed by Authority at Closing and the power and authority of Authority to convey the Property to City in accordance with this Agreement. (d) Foreign Person. An affidavit of Authority certifying that Authority is not a "foreign person," as defined in the federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended. (e) Other Documents. All other documents and instruments that the Authority's or City's attorney or the Title Company (or other closing agent) may reasonably require to consummate properly the transaction contemplated by this Agreement. 7.3 City's Obligation at Closing. At Closing, City shall deliver to Authority the following: (a) Purchase Price. The Purchase Price, by cashier's check or wire transfer of immediately available funds. (b) Other Documents. All other documents and instruments that the Authority's or City's attorney or the Title Company (or other closing agent) may reasonably require to properly consummate the transaction contemplated by this Agreement, including without limitation evidence of corporate and signatory authority. 7.4 Proration. All real estate (including PILOT), personal property taxes (if any), stormwater fees and other assessments with respect to the Property for the year in which the Closing occurs, shall be prorated as of 11:59 p.m. on the day immediately preceding the Closing Date. In the event the Property has been assessed for property tax purposes at such rates as would result in "roll -back" taxes upon the change in land usage or ownership of the Property, Authority agrees to pay all such taxes and indemnify and save City harmless from and against any and all claims and liabilities for such taxes. The agreements of Authority and City set forth in this Section 7.4 shall survive the Closing. 7.5 Possession. Possession of the Property shall be delivered to City at Closing. 7.6 Closing Costs Authority shall pay, on the Closing Date, all transfer and documentary stamp taxes on the Deed customarily paid by a purchaser of real property in Portsmouth, Virginia and City shall pay all transfer and documentary stamp taxes on the Deed customarily paid by a seller of real property in Portsmouth, Virginia. City shall pay, on the Closing Date, all mortgage taxes (if any), all other recording costs (other than liens and other encumbrances that Authority is required to have released), all costs related to any title policy City may obtain, the fee of the Title Company for conducting -7.