Common use of Taxes; Expenses Clause in Contracts

Taxes; Expenses. (a) Ad valorem real property taxes on the Real Property, special assessments, utility charges (if any) and all rental payments with respect to the Leases will be prorated as of the date of Closing. If actual tax bills for the calendar year of Closing are not available, said taxes will be prorated based on tax bills for the previous calendar year and the parties hereto agree to cause a reproration of said taxes upon the receipt of tax bills for the calendar year of Closing. Seller will pay all timber taxes, severance taxes and any other taxes imposed with respect to timbering operations on the Real Property prior to the date of Closing and all income and/or capital gains taxes attributable to the sale of the Real Property, if any. Seller shall be responsible for any "roll back" taxes or similar taxes that relate to periods prior to the Closing and arise as a direct result of the consummation of the transactions contemplated hereunder. TCF shall be responsible for any "roll back" taxes or similar taxes imposed due to a change in the use of the Real Property by TCF after the Closing. (b) TCF will pay the cost of TCF's inspection of the Real Property, the costs of the title examination and preparation of the Title Commitment, the title insurance premium with respect to any owner's policy of title insurance obtained by TCF and recording fees in connection with the recordation of the deeds delivered at Closing. TCF will also pay one-half of all transfer taxes and/or recordation taxes imposed in connection with the recordation of the deeds delivered at Closing. (c) Seller will provide for and pay the costs associated with the preparation of Seller's special warranty deeds and will pay one-half of all transfer taxes in connection with the transfer of the Property and/or recordation taxes and the recordation of the deeds delivered at Closing. Seller shall pay all other taxes assessed in connection with the transfer of the Property. Seller shall pay all additional costs, fees and expenses incurred by TCF that would not otherwise have arisen in connection with Seller's sale of the Property to TCF on a non-installment sale basis, including reasonable attorneys fees not to exceed $25,000, incurred by TCF in connection with the installment sale structure of the transaction. (d) Each party will pay its respective costs and expenses of legal representation.

Taxes; Expenses. (a) All ad valorem real property taxes and any special assessments on the Property for the year 2013 shall be paid by Seller when due. Ad valorem real property taxes on and special assessments for the Real Property, special assessments, utility charges (if any) and all rental payments with respect to the Leases will year 2014 shall be prorated as of the date of ClosingClosing Date. If actual tax bills for the calendar year of Closing are not available, said taxes will shall be prorated based on tax bills for the previous calendar year and the parties hereto agree to cause a reproration of said taxes upon the receipt of tax bills for the calendar year of Closing. Seller will pay all timber taxesThis obligation to reprorate shall survive the closing of the purchase and sale contemplated hereby. If the Property is not designated a separate tax parcel, severance said taxes and any other taxes imposed with respect shall be adjusted to timbering operations on an amount bearing the Real Property prior same relationship to the date of Closing and all income and/or capital gains taxes attributable total tax xxxx which the acreage contained within the Property bears to the sale acreage contained within the property included within said tax xxxx. In the event any of the Real PropertyUnrecorded Encumbrances have not been terminated at or before Closing, if any. any payments and amounts due, payable or paid to or collected by Seller pursuant to such Unrecorded Encumbrances, shall be responsible for any "roll back" taxes or similar taxes that relate to periods prior to prorated as of the Closing and arise as a direct result of the consummation of the transactions contemplated hereunder. TCF shall be responsible for any "roll back" taxes or similar taxes imposed due to a change in the use of the Real Property by TCF after the ClosingDate. (b) TCF will pay the cost of TCF's inspection of the Real Property, the costs of the title examination Purchaser and preparation of the Title Commitment, the title insurance premium with respect to any owner's policy of title insurance obtained by TCF and recording fees in connection with the recordation of the deeds delivered at Closing. TCF will also Seller shall each pay one-half of all transfer taxes, documentary stamp taxes and/or recordation taxes imposed and other taxes, fees, costs and expenses in connection with the sale of the Property and the recordation of the deeds delivered at ClosingDeed. (c) Seller will provide Purchaser shall pay any and all fees, costs and expenses for title searches and pay the costs associated with the preparation of Seller's special warranty deeds examinations and will pay oneother title-half of related charges and all transfer taxes title insurance premiums in connection with the transfer of the Property and/or recordation taxes and the recordation of the deeds delivered at Closing. Seller shall pay all other taxes assessed in connection with the transfer of the Property. Seller shall pay all additional costs, fees and expenses incurred by TCF that would not otherwise have arisen in connection with Seller's sale of the Property to TCF on a non-installment sale basis, including reasonable attorneys fees not to exceed $25,000, incurred by TCF in connection with the installment sale structure of the transactionPurchaser’s title insurance policy. (d) Each party will shall pay its respective costs and expenses of legal representation. (e) Purchaser shall be solely responsible and liable for any deferred, rollback, recapture or other tax or assessment imposed or charged with respect to the Property or any part thereof for or relating to any periods prior to or subsequent to the Closing based on any change of use of the Property or due to the sale of the Property to Purchaser. The provisions of this subparagraph (e) shall survive the Closing. (f) Purchaser and Seller agree that Seller shall be entitled to all income earned with respect to that certain Timber Cutting Agreement described on Exhibit D as Cont. # 000-00-00 with a status of “Complete” as of Closing, including, but not limited to any deposits held by Seller and by Seller’s Consultant in connection with, but in accordance with the terms of, such agreement. With respect to the Green Bay Agreement, in the event the Green Bay Agreement is not terminated at or before Closing, Seller shall transfer to Purchaser any remaining deposits held by Seller, or Seller’s consultant, under the Green Bay Agreement; provided, however, Seller shall be entitled to all income earned for any harvest conducted on the Property at any time prior to Closing.

Taxes; Expenses. (a) Ad valorem real property taxes on the Real Property, special assessments, utility charges (if any) and all rental payments with respect to the Leases will be prorated as of the date of Closing. If actual tax bills for the calendar year of Closing are not available, said taxes will be prorated based on tax bills for the previous calendar year and the parties hereto agree to cause a reproration of said taxes upon the receipt of tax bills for the calendar year of Closing. Seller will pay all timber taxes, severance taxes and any other taxes imposed with respect to timbering operations on the Real Property prior to the date of Closing and all income and/or capital gains taxes attributable to the sale of the Real Property, if any. Seller shall be responsible for any "“roll back" ” taxes or similar taxes that relate to periods prior to the Closing and arise as a direct result of the consummation of the transactions contemplated hereunder. TCF shall be responsible for any "“roll back" ” taxes or similar taxes imposed due to a change in the use of the Real Property by TCF after the Closing. TCF acknowledges receipt of the notification and Application for Forest Land Tax Exemption attached hereto as Exhibit “C”. (b) TCF will pay the cost of TCF's ’s inspection of the Real Property, the costs of the title examination and preparation of the Title Commitment, the title insurance premium with respect to any owner's ’s policy of title insurance obtained by TCF and recording fees in connection with the recordation of the deeds delivered at Closing. TCF will also pay one-half of all transfer taxes and/or recordation taxes imposed in connection with the recordation of the deeds delivered at Closing. (c) Seller will provide for and pay the costs associated with the preparation of Seller's ’s special warranty deeds and will pay one-half of all transfer taxes in connection with the transfer of the Property and/or recordation taxes and the recordation of the deeds delivered at Closing. Seller shall pay all other taxes assessed in connection with the transfer of the Property. Seller shall pay all additional costs, fees and expenses incurred by TCF that would not otherwise have arisen in connection with Seller's sale of the Property to TCF on a non-installment sale basis, including reasonable attorneys fees not to exceed $25,000, incurred by TCF in connection with the installment sale structure of the transaction. (d) Each party will pay its respective costs and expenses of legal representation.

Taxes; Expenses. (a) Ad valorem real property taxes on the Real Property, Property and special assessments, utility charges (if any) and all rental payments with respect as well as revenue under the Contracts to the Leases will extent such Contracts affect the Property, shall be prorated as of the date of ClosingClosing Date. If actual tax bills for the calendar taxable year of the Closing are not available, said taxes will shall be prorated based on tax bills for the previous calendar taxable year and the parties hereto Parties agree to cause a reproration of said taxes upon the receipt of tax bills for the calendar taxable year of the Closing. If the Property is not designated a separate tax parcel, said taxes shall be adjusted to an amount bearing the same relationship to the total tax xxxx which the acreage contained within the applicable portion of the Property bears to the acreage contained within the property included within said tax xxxx. Purchaser and Seller will pay shall reasonably cooperate in good faith to cause all timber taxes, severance real property taxes and any other taxes imposed with respect to timbering operations on the Real Property prior and Seller’s retained property to be paid (and to reimburse the appropriate Party making such payments, as applicable), to the date extent subdivisions or changes of Closing and all income and/or capital gains ownership are not reflected on future real property tax bills. Any deferred or “rollback” taxes attributable to assessed against the sale Property as a result of Purchaser’s acquisition of the Real Property, if any. Seller shall be responsible for any "roll back" taxes or similar taxes that relate to periods prior to the Closing and arise as a direct result of the consummation of the transactions contemplated hereunder. TCF shall be responsible for any "roll back" taxes or similar taxes imposed due to a change in the use of the Real Property or failure to maintain the Property in any property tax reduction program shall be paid by TCF after Purchaser within thirty (30) days of final determination thereof. The obligations of this Section 16(a) shall survive the Closing. (b) TCF will Purchaser shall pay the cost of TCF's inspection of the Real Property, the all costs of the title examination and preparation of the Title Commitment, the title insurance premium with respect to any owner's policy of title insurance obtained by TCF and recording fees in connection with the recordation recording of the deeds delivered at Closing. TCF will also pay Deeds, all costs of purchasing a title insurance policy and any endorsements thereto, all costs of Purchaser’s due diligence, all costs of Purchaser’s legal representation, one-half (1/2) of all transfer taxes and/or recordation taxes imposed in connection with the recordation costs of the deeds delivered at ClosingPhase I Report (including the cost of relevant portions of previous reports that were updated to produce the Phase I Report), and one-half (1/2) of all escrow expenses of Escrow Agent. (c) Seller will provide for shall pay all costs of searching title and pay producing the costs associated with the preparation of Seller's special warranty deeds and will pay Title Commitments, all transfer taxes, one-half (1/2) of all transfer taxes in connection with the transfer costs of the Property and/or recordation taxes Phase I Report (including the cost of relevant portions of previous reports that were updated to produce the Phase I Report), all costs of Seller’s legal representation and the recordation one-half (1/2) of the deeds delivered at Closing. Seller shall pay all other taxes assessed in connection with the transfer escrow expenses of the Property. Seller shall pay all additional costs, fees and expenses incurred by TCF that would not otherwise have arisen in connection with Seller's sale of the Property to TCF on a non-installment sale basis, including reasonable attorneys fees not to exceed $25,000, incurred by TCF in connection with the installment sale structure of the transactionEscrow Agent. (d) Each party will pay its respective Except as set forth in this Agreement, all other costs and expenses of legal representationshall be borne by the Party incurring them.