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7 <br />i. Buyer shall have deposited the Purchase Price in escrow with <br />Closing Agent with written direction to disburse the same to Seller <br />at Closing; <br />ii. Buyer shall have delivered all of Buyer’s escrow deposits to Closing <br />Agent on or before the Closing Date; and <br />iii. The representations and warranties of Buyer, if any, in this <br />Agreement shall be true and correct in all material respects as of <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 June 27, 2025. the date that is 30 <br />calendar days after the expiration of the Feasibility Study Period. The 30-calendar day period <br />This date may be extended in writing by the Seller and Buyer’s Real Property Manager or <br />designee. At least one (1) business day prior to closing, Buyer and Seller shall deposit in escrow <br />with Closing Agent all instruments, documents and monies necessary to complete the sale in <br />accordance with this Agreement. As used herein, “closing” or “date of closing” or “Closing Date” <br />means the date on which all appropriate documents are recorded, proceeds of sale are available <br />for disbursement to Seller, and all actions have been completed as necessary for the Title <br />Company to deliver the Title Policy to the Buyer in the normal course of the Title Company’s <br />business. If closing does not occur on or before June 27, 2025 30 calendar days after the <br />expiration of the Feasibility Study Period or on or before any later date mutually agreed to in <br />writing by the Seller and Buyer’s Real Property Manager or designee, Closing Agent shall <br />immediately terminate the escrow, forward the Deposit to the party entitled to receive it as <br />provided in this Agreement 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;