Sellers shall be responsible for payment of all Taxes arising prior to the Cut-Off Time based on the actual current tax bill. If the Closing takes place before the real estate taxes and special assessments are fixed for the tax year in which the Cut-Off Time occurs, the apportionment of real estate taxes and special assessments will be made on the basis of the real estate taxes for the immediately preceding tax year based upon the maximum discount allowed and available. There shall be no re-proration of taxes after Closing. All delinquent taxes and all delinquent assessments, if any, on the Assets will be paid at Closing from funds accruing to Sellers.