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(D) Seller shall convey the Water Rights to Buyer <br />by a duly executed Quitclaim Deed in the form of <br />Exhibit F attached hereto and by this reference made part <br />hereof. <br />(E) Seller shall assign to Buyer all of its right, <br />title, and interest in, to, and under the Agricultural <br />Leases and the Additional Documents, and Buyer shall <br />assume all obligations of Seller arising thereunder from <br />and after the date of the Closing, by an instrument in <br />form reasonably acceptable to both Buyer and Seller. <br />iF) Seller shall execute and deliver to Buyer the <br />Certificate pursuant to the terms of Paragraph 13 of this <br />Agreement. <br />(G) Seller shall, at Seller's expense, cause the <br />Title Company to deliver to Buyer an unconditional <br />written undertaking to issue to Buyer its ALTA Form B <br />Owner's Policy of Title Insurance (Rev. 1992) (the <br />"Owner's Policy") insuring title to the Property in Buyer <br />in the amount of the Purchase Price, subject only to the <br />Permitted Exceptions. <br />(H) The parties shall each do or cause to be done <br />such other matters and things as shall be necessary to <br />close the transactions contemplated herein. <br />Seller shall pay any charges imposed by the Title company to <br />provide closing and disbursement services. Seller shall pay the <br />premium charged by the Title Company for the Owner's Policy, and <br />Buyer shall pay all recording, documentary, and similar fees <br />incurred in connection with the Closing and the cost of any <br />endorsements to the owner's Policy which Buyer may elect to obtain. <br />16. Prorations. At the Closing, the following <br />prorations shall be made: <br />(i) All real estate taxes on the Property for the <br />year of the Closing shall be prorated to the date of the <br />Closing based on the actual taxes for such year, or, if <br />not yet known, based on the taxes paid for the year <br />immediately prior to the year of the Closing. <br />Non-delinquent installments of special assessments shall <br />also be prorated to the date of the Closing. Buyer shall <br />be responsible for the payment of such taxes and <br />assessments for the year of the Closing. Such proration <br />shall be a final proration with respect to all such taxes <br />and assessments for all purposes hereunder. <br />(ii) All rents, operating expense payments, <br />. escalations, utility charges, and other charges paid by <br />tenants under any of the Agricultural Leases as of the <br />date of the Closing, together with any such rents or <br />-10- <br />