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7 <br />the Closing (or as of such other date to which such representation <br />or warranty expressly is made). <br />8. CLOSING. <br />(a) Time for Closing. The sale shall be closed in the office of the Closing Agent <br />set forth in the Basic Provisions (“Closing Agent”) on or before January 17, 2025 which date may <br />be extended in writing by the Seller and Buyer’s Real Property Manager or designee. At least one <br />(1) business day prior to closing, Buyer and Seller shall deposit in escrow with Closing Agent all <br />instruments, documents and monies necessary to complete the sale in accordance with this <br />Agreement. As used herein, “closing” or “date of closing” or “Closing Date” means the date on <br />which all appropriate documents are recorded, proceeds of sale are available for disbursement <br />to Seller, and all actions have been completed as necessary for the Title Company to deliver the <br />Title Policy to the Buyer in the normal course of the Title Company’s business. If closing does not <br />occur on or before January 17, 2025 or before any later date mutually agreed to in writing by the <br />Seller and Buyer’s Real Property Manager or designee, Closing Agent shall immediately terminate <br />the escrow, forward the Deposit to the party entitled to receive it as provided in this Agreement <br />and return all documents to the party that deposited them. <br />(b) Seller’s Escrow Deposits. On or before the Closing Date, Seller shall deposit <br />into escrow the following: <br />i. the duly executed and acknowledged Deed; <br />ii. a duly executed and completed Real Estate Excise Tax affidavit in <br />the form required by law; <br />iii. a nonforeign affidavit pursuant to Section 1445 of the Internal <br />Revenue Code; <br />iv. a bill of sale and assignment of contracts, if requested by Buyer, <br />for tangible and intangible personal property in a form as <br />reasonably provided by Buyer; <br />v. any other documents, instruments, records, correspondence and <br />agreements consistent with the terms of this Agreement as may <br />be required by Closing Agent or the Title Company to close this <br />transaction; <br />vi. keys to the Property, if any. <br />(c) Buyer’s Escrow Deposits. On or before the Closing Date, Buyer shall <br />deposit into escrow the following: <br />i. cash or immediately available funds in an amount sufficient to pay <br />the Purchase Price, plus Buyer’s share of closing costs, with credit <br />for the Deposit and any other items of credit agreed to in writing <br />by Seller or as provided in this Agreement; <br />ii. a duly executed and completed Real Estate Excise Tax affidavit in <br />the form required by law;