Agmt 2017 Beam Development, LLC PSA 3290

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(d) The Title Company is irrevocably committed to issue,a--an ALTA Title Policy together with any title insurance endorsements requested by Buyer within the Due Diligence Contingency to Buyer, effective as of the Closing Date, insuring title to Buyer in the full amount of the Purchase Price subject only to the Permitted Exceptions. (e) Buyer has received all necessary approvals from the appropriate governmental and/or regulatory entities, including but not limited to approvals from the City, that are needed for construction of the Project, including, but riot limited to, zoning approvals for the Project and all necessary entitlements. 5.3 Seller's Conditions to jC osipg. 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 state and federal law); provided, however, that the foregoing shall not relieve Seller from disclosure of any such conditions of which Seller has actual knowledge. 5.5 Deliveries at Closing. (a) 2eliveriel by Seller. In the title company standard form, 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 14,45 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 requirernents of California Revenue and Taxation Code Section 18805(b) and 26131. (b) Qeliveries. _Buer. No less than one (1) business day y_ prior,to the close of escrow, Buyer,shall deposit into escrow immediately available funds in the amount, which together with the Deposits plus interest thereon, if any, is equal to: (i) the Purchase Price as adjusted by any prorations between the Parties; (ii) the escrow fees and recording fees; and (iii) the cost of the Title Policy. (c) �ql�singt. Upon Closing, Escrow Holder shall: (i) record the grant deed; (ii) disburse to Agency Agency's share of the Purchase Price, less Agency's share of any escrow fees, costs and expenses; (iii) disburse to City City's share of the Purchase Price, less City's share of any escrow fees, costs and expenses; (iv) deliver to Buyer the Non-Foreign Affidavit, the California Certificate and the original recorded grant deed; (v) pay any commissions and other expenses payable through escrow; and (vi) distribute to itself the payment of escrow fees and expenses required hereunder. 28703532 5