Everett Museum of History 10/1/2021

the consummation of the transfer described in this Agreement. If any of the Mutual Closing Conditions is not satisfied at closing, then each party shall have the right to terminate this Agreement by providing written notice to the other party. 2. City Closing Condition. In addition to the Mutual Closing Conditions,the City's obligations to close the transactions contemplated in this Agreement are subject to the satisfaction at or prior to closing of the following conditions precedent(the "City Closing Condition"):(a)all of the Museum Escrow Deposits shall have been delivered to escrow at closing and (b)the City and the Morrows have executed and acknowledged the Termination Agreement in a form acceptable to the City. If the City Closing Condition is not satisfied at closing, then the City shall have the right to terminate this Agreement by providing written notice to the Museum. 3. Museum Closing Condition. In addition to the Mutual Closing Conditions,the Museum's obligations to close the transactions contemplated in this Agreement are subject to the satisfaction at or prior to closing of the following conditions precedent (the "Museum Closing Condition"): all of the City Escrow Deposits shall have been delivered to escrow at closing. If the Museum Closing Condition is not satisfied at closing, then the Museum shall have the right to terminate this Agreement by providing written notice to the City. E. Closing. The transfer shall be closed in the office of Rainier Title, 2722 Colby Ave., Ste. 125,Everett,WA 98201 ("Closing Agent"). Closing shall occur on a date mutually agreeable to the City and the Museum no later than December 1, 2021. If closing has not occurred by December 1,2021,this Agreement terminates unless the City's Real Property Manager and an authorized representative of the Museum agree in writing to extend such date. City and Museum shall deposit in escrow with Closing Agent all instruments, documents and monies necessary to complete the transfer in accordance with this Agreement. As used herein, "closing" or "date of closing" or"Closing Date" means the date on which all appropriate documents are recorded. The Museum shall be entitled to possession on closing. F. City's Escrow Deposits. On or before the Closing Date,the City shall deposit into escrow the following: 1. the duly executed and acknowledged Deed; 2. a duly executed and completed Real Estate Excise Tax affidavit; 3. a nonforeign affidavit pursuant to Section 1445 of the Internal Revenue Code; 4. any other documents that may be reasonably required by Museum or Closing Agent to close this transfer, duly executed; 3