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9 <br /> ARTICLE VII. CLOSING AND ESCROW <br /> 7.1 Closing. The Closing hereunder (the "Closing" or the "Closing Date") <br /> shall be held and delivery of all items to be made at the Closing under the terms of this <br /> Agreement shall be made at the Title Company's offices thirty (30) days after the later <br /> of (i) the expiration or earlier waiver by Buyer of the Inspection Period, or (ii) the <br /> satisfaction or waiver of the Conditions Precedent set forth in Article V above. If the <br /> expiration or earlier waiver of the Inspection Period and the satisfaction or waiver of all <br /> • Conditions Precedent set forth in Article V above do not all occur before 120 days after <br /> the Effective Date, unless otherwise extended by mutual written agreement, then either <br /> party may terminate this Agreement effective upon written notice to the other party. In <br /> the event of such termination, the Earnest Money shall be returned to Buyer, unless the <br /> Seller is otherwise entitled to the Earnest Money under this Agreement. <br /> 7.2 Delivery by Seller. On or prior to the Closing Date, Seller shall deposit <br /> with the Title Company or its agent(the"Closing Agent"),the following: <br /> (a) The duly executed and acknowledged Deed ready for recordation <br /> on the Closing Date; <br /> (b) A duly executed real estate excise tax affidavit; <br /> (c) Any customary documents, consents, approvals, affidavits or <br /> certifications required by Title Company to issue the Title Policy; <br /> (d) If applicable to the Seller, a certificate of non-foreign status <br /> signed by Seller, certifying that Seller is not a"foreign person" or "foreign entity" for <br /> purposes. of Section 1445 of the Internal Revenue Code of 1986, as amended, and <br /> meeting the Foreign Investment in Real Property Tax Act requirements for such <br /> certification thereunder; <br /> (e) The duly executed Closing Certificate if requested by Buyer <br /> (defined in Section 8.1 below). <br /> (f) All other documents executed by Seller necessary for Closing. <br /> 7.3 Delivery by Buyer. On or prior to the Closing Date, Buyer shall deposit <br /> the Purchase Price with the Closing Agent and all other documents executed by Buyer <br /> necessary for Closing: <br /> 7.4 Title Policy; Other Instruments. The Title Company shall issue the Title <br /> Policy at Closing, or as soon thereafter as practicable. Seller and Buyer shall each - <br /> deposit with the Closing Agent such other instruments as are reasonably required by the <br /> 8 <br /> 101 <br />