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5. Intentionally omitted. <br />6. Title Documents. It shall be a condition to the close of escrow that Title Company <br />shall deliver to Buyer a title commitment for a C.L.T.A. Owner's Title Insurance Policy ("Title <br />Policy") (or at Buyer's election, an ALTA Owner's Title Insurance Policy) to be issued by Title <br />Company in the amount of the Purchase Price for the benefit and protection of Buyer, showing <br />title to the Property vested in Buyer, subject only to the Permitted Exceptions (defined in Section <br />3 above), and committing Title Company to issue the Title Policy to Buyer upon the close of <br />escrow. The Parties agree to undertake reasonable good faith efforts to remove prior to close of <br />escrow, all exceptions to title that are not Permitted Exceptions and which would materially <br />interfere with Buyer's ability to develop or to cause the Property to be developed in a manner <br />consistent with the Redevelopment ,Plan and Buyer's TOD strategy as described in the <br />Settlement Agreement. The removal of monetary liens and encumbrances shall be the sole <br />responsibility of Seller. <br />7. Closing Documents and Funds. <br />(a) Seller. <br />(A) By no later than two (2) business days prior to the close of escrow, Seller <br />shall deposit into escrow all of the following: <br />(i) a Grant Deed, substantially in the form attached hereto as Exhibit <br />B ("Grant Deed"), duly executed and acknowledged, conveying to Buyer fee <br />simple title to the Property; <br />(ii) Seller's affidavit of non-foreign status and Seller's certification that <br />Seller is a resident of California, each executed by Seller under penalty of perjury <br />as required by state and federal law; and <br />(iii) Such additional duly executed instruments and documents as the <br />Escrow Agent may reasonably require to consummate the transaction <br />contemplated hereby. <br />(B) Unless Seller elects to have the following charges deducted from the funds <br />to be distributed to Seller at close of escrow, no later than one (1) business day prior to <br />close of escrow, Seller shall deposit into escrow immediately available funds in the <br />amount necessary to pay: <br />(i) all Alameda County transfer taxes or fees (if any); and <br />(ii) one-half of all escrow fees. <br />(b) Buyer. <br />(A) By no later than two (2) business days prior to the close of escrow, Buyer <br />shall deposit into escrow all of the following: <br />1225087-5 4 <br />