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7 <br /> <br />C. Certificate of Completion. Promptly after Buyer completes the Property <br />Improvements and satisfactorily proves the same in accordance with the terms of Section 11(A) <br />above, as well as compliance with Section 11(B) above, Seller shall, upon Buyer’s written request, <br />issue to Buyer a certificate acknowledging such completion and releasing Seller’s reversionary <br />interest in the Property (the “Certificate of Completion”). Buyer shall record the Certificate of <br />Completion promptly upon issuance and shall pay all costs of recordation. <br />D. Remedies Upon Failure to Complete Property Improvements. In the event Buyer <br />fails to complete the Property Improvements or to satisfactorily prove such performance in <br />accordance with Section 11(A), or in the event Buyer fails to comply with any post-closing <br />property improvement commitments in Section 11(B), including without limitation failing to cause <br />a business to commence operation from the Property consistent with Buyer’s Use or to operate <br />such business for the required one (1) year period, then, in addition to pursuing any other remedies <br />available at law or in equity, Seller shall have the right to: <br />re-enter and take possession of the Property and to terminate and revest in Seller the estate <br />conveyed to Buyer at Closing and all of Buyer’s rights and interests in the Property without <br />offset or compensation for the value of any improvements made by Buyer. <br />The Parties agree that Seller’s conveyance of the Property to Buyer at Closing will be made on the <br />condition subsequent set forth in the foregoing sentence and the terms of this Section 11 will be <br />referenced in the Special Warranty Deed. <br />12. SELLER'S POST-CLOSING OBLIGATIONS <br />On and after the Closing Date, Seller commits to working with Buyer to finalize plans, designs, <br />and specifications for Property Improvements to the satisfaction of the City departments, <br />consistent with City standards. <br />13. ACCEPTANCE OF PROPERTY AS-IS <br />Buyer agrees to purchase the Property “as-is, where-is” and without any representations or <br />warranties by Seller as to the condition of the Property or its fitness for any particular use or <br />purpose. Seller offers no such representation or warranty as to condition or fitness, and nothing in <br />this Agreement will be construed to constitute such a representation or warranty as to condition or <br />fitness. Buyer acknowledges that it is not relying upon any representations or warranties of Seller <br />except those expressly set forth in this Agreement. <br />14. TAXES <br />Prior to Closing, Seller will pay all real property taxes accrued on or before the Closing Date , if <br />any. Buyer will have no liability for any amount of real property taxes accrued before the Closing <br />Date on the Property, and Seller shall have no liability for any real property taxes accruing after <br />the Closing Date.