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<br /> (b) City's representations and warranties set forth herein shall be true <br />and correct in all material respects as of the Closing Date. <br /> <br />6.4 Deliveries at Closing. At the Closing, the Parties shall cause the <br />following matters to occur: <br />(a) Deliveries by Seller. Seller shall deposit into the Escrow <br />for delivery to City at Closing (i) a grant deed; (ii) an affidavit or qualifying statement which <br />satisfies the requirements of paragraph 1445 of the Internal Revenue Code of 1986, as amended, <br />any regulations thereunder (the “Non-Foreign Affidavit”); and (iii) a California Franchise Tax <br />Board form 590 to satisfy the requirements of California Revenue and Taxation Code Section <br />18805(b). <br />(b) Deliveries by City. City shall deposit into the Escrow the <br />following: (i) the Purchase Price, and (ii) a fully executed and notarized certificate of acceptance <br />of the grant deed. <br />(c) Closing. Upon Closing, Escrow Holder shall: (i) disburse <br />to Seller the Purchase Price, less any liens on the Property, and Seller’s share of any escrow fees, <br />costs and expenses; (ii) deliver to City the Non-Foreign Affidavit and the California Certificate; <br />and (iii) distribute to itself the payment of escrow fees and expenses required hereunder. <br />(d) Escrow Fees and Pro-Rations. City and Seller shall incur, <br />in an equal amount to both Parties, all the costs for title transfer, including but not limited to, <br />escrow fees, closing costs (including documentary transfer taxes), recording fees and the <br />premium for any title insurance requested by City. Seller shall pay property taxes due and <br />payable up to the date of Closing. City is not subject to the payment of property taxes. <br />7. REPRESENTATIONS, WARRANTIES AND COVENANTS. <br />7.1 Seller’s Representations, Warranties and Covenants. In addition to <br />the representations, warranties and covenants of Seller contained in other sections of this <br />Agreement, Seller hereby represents, warrants and covenants to City that the statements in this <br />Article 7 are each true as of the Effective Date and shall be true and correct as of the Closing <br />Date provided however, if to Seller’s actual knowledge any such statement becomes untrue prior <br />to Closing, Seller shall so notify City in writing and City shall have at least three (3) business <br />days thereafter to determine if City wishes to proceed with Closing. If City determines it does <br />not wish to proceed, then the terms of Article 8 shall apply. <br />7.1.1 Seller is an individual owning the Property. Seller has the <br />full right, capacity, power and authority to enter into and carry out the terms of this Agreement. <br />This Agreement has been duly executed by Seller, and upon delivery to and execution by City <br />shall be a valid and binding agreement of Seller. <br />7.2 Seller has no actual knowledge that (i) the Property is in violation, <br />or is currently, or has been, under investigation for violation of any federal, state or local law, <br />ordinance or regulation relating to industrial hygiene, worker health and safety, or to the <br />environmental conditions in, at, on, under or about the Property, including, but not limited to, <br /> - 6 -