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ARTICLE V. PROPERTY CONDITION PENDING CLOSING <br /> 5.1 No Leases. At all times prior to the Closing,or the sooner termination of <br /> this Agreement, City agrees not to lease or rent any portion of the Property, nor to enter <br /> into any agreement relating to the Property which agreement is not terminable prior to <br /> Closing. <br /> 5.2 Condition of Title. At all times prior to the Closing,or sooner termination <br /> of this Agreement, City agrees with respect to all or any portion of the Property: (a)not <br /> to enter into any written or oral contracts or agreements that would be binding on <br /> Developer or the Property after Closing without Developer's prior written consent; and <br /> (b)not to enter into any contracts or agreements to sell or otherwise transfer all or any <br /> portion of the Property, including options or rights of first refusal or offer. <br /> ARTICLE VI. CLOSING AND ESCROW <br /> 6.1 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 <br /> satisfaction or waiver of the Conditions Precedent set forth in Article V above. If <br /> satisfaction or waiver of all Conditions Precedent set forth in Article V above does not <br /> occur before February 28,2018,then either party may terminate this Agreement effective <br /> upon written notice to the other party. <br /> 6.2 Delivery by City. On or prior to the Closing Date, City shall deposit with <br /> 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 City, a certificate of non-foreign status signed <br /> by City, certifying that City is not a"foreign person" or"foreign entity" for purposes of <br /> Section 1445 of the Internal Revenue Code of 1986,as amended,and meeting the Foreign <br /> Investment in Real Property Tax Act requirements for such certification thereunder; <br /> (e) The Project Construction Covenant executed by City in recordable <br /> form. <br /> 6 <br /> 86 <br />