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("Title Policy")to be issued by Title Company in an amount to be determined by City for the <br /> benefit and protection of City, showing title to the Chamber Property vested in City, subject only <br /> to the Permitted Exceptions, including such endorsements as may reasonably be requested by <br /> City and committing Title Company to issue the Title Policy to City upon the close of escrow. <br /> 8. Conveyance of Title. At the close of escrow, Chamber shall convey by grant deed to <br /> City fee simple title to the Chamber Property,free and clear of all recorded and unrecorded liens, <br /> encumbrances, restrictions,easements, and leases, except: (i)liens for nondelinquent general <br /> and special taxes, assessments and/or bonds; and(ii) such other conditions, liens, encumbrances, <br /> restrictions, easements and exceptions approved in writing by City or deemed approved by City <br /> as provided in Section 6 (all of the foregoing, are collectively hereinafter referred to as the <br /> "Permitted Exceptions"). <br /> 9. Closing Documents. <br /> (a) Chamber. <br /> A. No later than three(3)business days prior to the Closing Date, Chamber <br /> shall deposit into escrow all of the following: <br /> (i) The Chamber Property Grant Deed, duly executed and acknowledged; <br /> (ii) If not previously delivered, a duly executed and acknowledged copy of <br /> that certain Reciprocal Easement Agreement and Declaration of Covenants <br /> pertaining to the Garage Parcel and the Office Parcel and to be executed by City <br /> and Chamber(the"REA"); <br /> (iii)A duly executed and acknowledged Declaration of the Right of First <br /> Offer described below in Section 25, substantially in the form attached hereto as <br /> Exhibit E(the"Declaration"); and <br /> (iv) Such additional duly executed instruments and documents as the <br /> Escrow Agent may reasonably require to consummate the transactions <br /> contemplated hereby. <br /> B. No less than one(1)business day prior to the close of escrow, Chamber <br /> shall deposit into escrow immediately available funds in the amount equal to the cost of <br /> any title policy that Chamber elects to purchase. <br /> (b) City. <br /> (A) No later than three(3)business days prior to the Closing Date, City shall <br /> deposit into escrow all of the following: <br /> 3 <br />