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(i) a duly executed Certificate of Acceptance in the form shown in <br />Exhibit B, as required by California Government Code Section 27281; and <br />(ii) such additional duly executed instruments and documents as the <br />Escrow Agent may reasonably require to consummate the transaction <br />contemplated hereby. <br />(B) No less than one (1) business day prior to the close of escrow, Buyer shall <br />deposit into escrow immediately available funds in the amount equal to: <br />(ii) one-half of all escrow fees; <br />(iii) all recording fees; and <br />(iv) the cost of the Title Policy. <br />(C) Deposit of the Purchase Price is addressed in Section 2.1. <br />8. Close of Escrow. The Parties intend to close escrow within sixty (60) days following <br />the Contingency Satisfaction Date, provided that the Demolition Work has been completed by <br />such date, unless this Agreement is terminated pursuant to the terms hereof or extended by <br />mutual agreement of the Parties, or extended pursuant to Sections 3.2, 11, 12 or 15. The Escrow <br />Agent shall close escrow by: (i) causing the Grant Deed to be recorded in the official records of <br />Alameda County, California; (ii) issuing the Title Policy and delivering same to Buyer; (iii) <br />delivering to Seller the monies constituting the Purchase Price less prorated amounts and charges <br />to be paid by or on behalf of Seller; and (iv) delivering to Buyer a conformed copy of the Grant <br />Deed indicating recording information thereon. Possession of the Property shall be delivered to <br />Buyer at the close of escrow. <br />9. Closing Costs. Each Party shall pay one-half (1/2) of all escrow fees. Seller shall pay <br />all Alameda County transfer taxes and fees (if any). Buyer will pay all recording fees and the <br />cost of the Title Policy. <br />10. Prorations. At the close of escrow, the Escrow Agent shall make the following <br />prorations: (i) property taxes shall be prorated as of the close of escrow based upon the most <br />recent tax bill available, including any property taxes which may be assessed after the close of <br />escrow but which pertain to the period prior to the transfer of title to the Property to Buyer, <br />regardless of when or to whom notice thereof is delivered; and (ii) any bond or assessment that <br />constitutes a lien on the Property at the close of escrow shall be assumed by Buyer. <br />11. Buyer's Conditions to Closing. Subject to Seller's cure rights set forth below, the <br />close of escrow and Buyer's obligation to purchase the Property are conditioned upon satisfaction <br />(or Buyer's waiver, exercisable in Buyer's sole discretion) of each of the following: (i) the <br />performance by Seller of each obligation to be performed by Seller under this Agreement <br />(including without limitation completion of the Demolition Work in accordance with Section <br />3~2) within the applicable time period or the waiver by Buyer of such obligation; (ii) Seller's <br />representations and warranties contained in this Agreement being true and correct as of the <br />1225087-5 5 <br />