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3 <br /> 7. Title Policy. It shall be a condition to the close of escrow that Title Company shall <br />deliver to City, by not later than five (5) business days prior to the close of escrow, a title <br />commitment for a CLTA Owner's Title Insurance Policy (or in City’s election, an ALTA policy) <br />("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 /> <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 /> <br /> 9. Closing Documents. <br /> <br />(a) Chamber. <br /> <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 /> <br />(i) The Chamber Property Grant Deed, duly executed and acknowledged; <br /> <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 /> <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 /> <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 /> <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 /> <br />(b) City. <br />