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BMDV-54329\2647924.2 Put Option Agreement - 16 - (a) If, as the result of the costs, prorations and credits pursuant to this Section 8.8, amounts are to be charged to the account of Beam, deduct the total amount of such charges. If, as a result of the costs, prorations and credits pursuant to Section 8.7, amounts are to be charged to the account of City/Agency , collect the total amount of such charges (“City/Agency’s Charges”) from City/Agency . (b) Disburse to Beam the full Purchase Price together with any interest accrued therein while in Escrow, plus any City/Agency’s Charges payable owed to Beam or payable under Section 8.7, above, less deductions charged to Beam, if any, under Section 8.7, above. (c) After all disbursements to Beam are completed, disburse the remaining balance of the funds in Escrow, if any, as City/Agency directs. 8.8.2 Recording and Filing. Cause the Deed to be filed for recording in the Official Records of Alameda County. 8.8.3 Title Policy. Issue the Title Policy to City/Agency . 8.8.4 Disbursement of Documents to City/Agency. Disburse to City/Agency (a) the Tax Certificates; (b) a conformed copy showing the applicable recording information for the Deed; and (c) any other documents (or copies thereof) deposited into Escrow to which City/Agency is entitled pursuant to the terms of this Put Option Agreement. 8.8.5 Disbursement of Documents to Beam. Disburse to Beam (a) one (1) a conformed copy showing the applicable recording information for the Deed; (b) a copy of the Tax Certificates; and (c) any other documents (or copies thereof) deposited into Escrow to which Beam is entitled pursuant to the terms of this Put Option Agreement. 8.8.6 Closing Statement. Deliver to each of City/Agency and Beam a final closing statement showing the distribution, application, and receipt of all funds processed through the Escrow (the “Closing Statement”). 8.9 Broker. Beam hereby represents and warrants to City/Agency that Beam has not employed any broker with respect to this transaction. If any person brings a claim for a commission or finder’s fee based upon any contact, dealings, or communication with City/Agency in connection with the transactions contemplated by this Put Option Agreement, then City/Agency shall defend Beam from such claim, and shall indemnify Beam and hold Beam harmless from any and all costs, damages, claims, liabilities, or expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Beam with respect to the claim. If any person brings a claim for a commission or finder’s fee against City/Agency based upon any contact, dealings, or communication with Beam in connection with the transactions contemplated by this Put Option Agreement, then Beam shall defend City/Agency from such claim, and shall indemnify City/Agency and hold City/Agency harmless from any and all costs, damages, claims, liabilities, or expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by City/Agency with respect to the claim. The provisions of this Section 8.9 shall survive the Closing or, if the purchase and sale is not consummated, any termination of this Put Option Agreement.