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<br /> 5 <br /> <br />termination will be immediate, neither Seller nor Buyer will have any further obligation or <br />responsibility to the other to perform under this Agreement, and Escrow Holder will return <br />promptly to Buyer the Deposit. <br />(c) Seller has performed all obligations to be performed by Seller <br />pursuant to this Agreement. <br />(d) Seller’s representations and warranties herein are true and correct <br />in all material respects as of the Closing Date. <br />(e) The Title Company is irrevocably committed to issue a CLTA <br />Title Policy to Buyer, effective as of the Closing Date, insuring title to Buyer in the full amount <br />of the Purchase Price. <br />5.3. Seller’s Conditions to Closing. The Close of Escrow and Seller’s <br />obligation to sell and convey the Property to Buyer are subject to the satisfaction of the following <br />conditions or Seller’s written waiver (in Seller’s sole discretion) of such conditions on or before <br />the Closing Date: <br />(a) Buyer has performed all obligations to be performed by Buyer <br />pursuant to this Agreement before Closing Date. <br />(b) Buyer's representations and warranties set forth herein are true and <br />correct in all material respects as of the Closing Date. <br />5.4. Conveyance of Title. Seller will deliver marketable fee simple title to <br />Buyer at the Closing, subject only to the Permitted Exceptions. The Property will be conveyed <br />by Seller to Buyer in an “AS IS” condition, with no warranty, express or implied, by Seller as to <br />the physical condition including, but not limited to, the soil, its geology, or the presence of <br />known or unknown faults or Hazardous Materials or hazardous waste (as defined by Section 10); <br />provided, however, that the foregoing shall not relieve Seller from disclosure of any such <br />conditions of which Seller have actual knowledge. <br />5.5. Deliveries at Closing. <br />(a) Deliveries by Seller. Seller shall deposit into the Escrow for <br />delivery to Buyer 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) and 26131. <br />(b) Deliveries by Buyer. No less than one (1) business day prior to the <br />close of escrow, Buyer shall deposit into escrow (i) the Purchase Price in immediately available <br />funds; (ii) funds in the amount of the escrow fees and recording fees; (iii) the cost of the Title <br />Policy, and (iv) any other costs that are the responsibility of Buyer under this Agreement.