Reso 2016-027 - Laserfiche WebLink

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assessments not delinquent, (ii)the Permitted Exceptions, and(iii)any other matters to which Buyer shall agree in writing. 5.3. Seller's Conditions to Closing. The Close of Escrow and Seller's obligation to sell and convey the Property to Buyer are subject to the satisfaction of the following conditions or Seller's written waiver(in Seller's sole discretion)of such conditions on or before the Closing Date: (a) Buyer has performed all obligations to be performed by Buyer pursuant to this Agreement before Closing Date. (b) Buyer's representations and warranties set forth herein are true and correct in all material respects as of the Closing Date. 5.4. Conveyance of Title. Seller will deliver marketable fee simple title to Buyer at the Closing, subject only to the Permitted Exceptions. The Property will be conveyed by Seller to Buyer in an "AS IS" condition, with no warranty, express or implied, by Seller as to the physical condition including, but not limited to, the soil, its geology, or the presence of known or unknown faults or Hazardous Materials or hazardous waste (as defined by Section 10); provided, however,that the foregoing shall not relieve Seller from disclosure of any such conditions of which Seller have actual knowledge. 5.5. Deliveries at Closing. (a) Deliveries b,, Ste. Seller shall deposit into the Escrow for delivery to Buyer at Closing: (i) a grant deed; (ii) an affidavit or qualifying statement which satisfies the requirements of paragraph 1445 of the Internal Revenue Code of 1986, as amended, any regulations thereunder(the "Non-Foreign Affidavit"); and(iii)a California Franchise Tax Board form 590 to satisfy the requirements of California Revenue and Taxation Code Section 18805(b) and 26131. (b) Deliveries by Bum. No less than one (1)business day prior to the close of escrow, Buyer shall deposit into escrow (i)the Purchase Price in immediately available funds; (ii) funds in the amount of the escrow fees and recording fees; (iii)the cost of the Title Policy, and(iv) any other costs that are the responsibility of Buyer under this Agreement. (c) Closing. Upon Closing, Escrow Holder shall: (i) record the grant deed; (ii) deliver to Seller the Purchase Price, less any costs of escrow due by Seller under this Agreement; (iii) deliver to Buyer the Non-Foreign Affidavit, and the original recorded Grant Deed; (iv)pay any commissions and other expenses payable through escrow; and(v) distribute to itself the payment of escrow fees and expenses required hereunder. (d) Closing Costs. Buyer will pay all escrow fees, recording fees, one- half of City transfer taxes, if applicable, and all costs of title insurance. Seller will pay all county transfer taxes and one-half of City transfer taxes, if applicable. (e) Pro-Rations. At the close of escrow,the Escrow Agent shall make the following prorations: (i)property taxes will be prorated as of the close of escrow based upon 6