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<br />(c) Closing. Upon Closing, Escrow Holder shall: (i) record the grant
<br />deed; (ii) deliver to Seller the Purchase Price, less any costs of escrow due by Seller under this
<br />Agreement; (iii) deliver to Buyer the Non-Foreign Affidavit, and the original recorded Grant
<br />Deed; (iv) pay any commissions and other expenses payable through escrow; and (v) distribute
<br />to itself the payment of escrow fees and expenses required hereunder.
<br />(d) Closing Costs. Buyer will pay all escrow fees, recording fees, one-
<br />half of City transfer taxes, if applicable, and all costs of title insurance. Seller will pay all county
<br />transfer taxes and one-half of City transfer taxes, if applicable.
<br />(e) Pro-Rations. At the close of escrow, the Escrow Agent shall make
<br />the following prorations: (i) property taxes will be prorated as of the close of escrow based upon
<br />the most recent tax bill available, including any property taxes which may be assessed after the
<br />close of escrow but which pertain to the period prior to the transfer of title to the Property to
<br />Buyer, regardless of when or to whom notice thereof is delivered; and (ii) any bond or
<br />assessment that constitutes a lien on the Property at the close of escrow will be assumed by
<br />Buyer. Seller does not pay ad valorem taxes.
<br />5.6. Closing Contingency. Subject to Section 7.3 below, Buyer and Seller
<br />acknowledge and agree that as a condition for the benefit of both Buyer and Seller, the Closing
<br />hereunder is contingent upon, and will be simultaneous with, the closing under the Adjacent
<br />Purchase Agreement.
<br /> 6. REPRESENTATIONS, WARRANTIES AND COVENANTS.
<br />6.1. Seller’ Representations, Warranties and Covenants. In addition to the
<br />representations, warranties and covenants of Seller contained in the other sections of this
<br />Agreement, Seller hereby represents, warrants and covenants to Buyer that the statements below
<br />in this Section 6.1 are each true and correct as of the Effective Date and as of the Closing Date,
<br />and shall be deemed to have been repeated by Seller as of the Closing, provided however, if to
<br />Seller’ actual knowledge any such statement becomes untrue prior to Closing, Seller will notify
<br />Buyer in writing and Buyer will have three (3) business days thereafter to determine if Buyer
<br />wishes to proceed with Closing. If Buyer determines it does not wish to proceed, then the terms
<br />of Section 8.2 will apply.
<br />(a) Authority. Seller is a charter city, lawfully formed, in existence
<br />and in good standing under the laws of the State of California. Seller has the full right, capacity,
<br />power and authority to enter into and carry out the terms of this Agreement. This Agreement has
<br />been duly executed by Seller, and upon delivery to and execution by Buyer is a valid and binding
<br />agreement of Seller.
<br />(b) Encumbrances. Seller has not alienated, encumbered, transferred,
<br />mortgaged, assigned, pledged, or otherwise conveyed its interest in the Property or any portion
<br />thereof, nor entered into any Agreement to do so, and there are no liens, encumbrances,
<br />mortgages, covenants, conditions, reservations, restrictions, easements or other matters affecting
<br />the Property, except as disclosed in the Preliminary Report. Seller will not, directly or indirectly,
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