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7.1 Closing; Closing Date.. The Closing shall occur on the tenth (10th) day after the Contingency Date (the "Closing Date"). The Closing shall be held at 10:00 a.m. on the Closing Date at the offices of Title or at such other place, date and time as Seller and Buyer may agree in writing. 7.2 Seller's Closing Documents. At Closing, Seller shall execute, acknowledge (where appropriate), and deliver to Buyer and/or Title, as appropriate, the following, each dated as of the Closing Date. (a) A Quitclaim Deed ("Deed") conveying to Buyer the Property, free and clear of any liens or encumbrances other than the Permitted Exceptions; provided however that the Deed will contain a restriction on the use of the Property as set forth on Exhibit G attached hereto. (b) An affidavit indicating that on the Date of Closing there are no outstanding, unsatisfied judgments, tax liens or bankruptcies against or involving Seller, that there has been no skill, labor or material furnished to the Property at the request of Seller for which mechanics' liens could be filed, and that there are no other unrecorded interests in the Property of any kind, including but not limited to any leasehold interests in the Property, except for Permitted Exceptions. (c) A Certification Regarding Non -Foreign Status ("Non -Foreign Affidavit"), executed and sworn to under oath on behalf of Seller, in satisfaction of Section 1445(b)(4) of the Internal Revenue Code of 1986, as amended; (d) An irrevocable title commitment, binding the Title Company to issue an Owner's Policy of Title Insurance (the "Owner's Policy"), dated as of the date of recordation of the Deed, insuring title to the Property in Buyer, in conformity with the Title Commitment and this Agreement, subject only to the Permitted Exceptions and recordation of the Deed; (e) A certified copy of a Resolution of Seller's board of commissioners authorizing the execution of this Agreement and the performance of Seller's obligations under this Agreement to Buyer; ( The Plat; (g) A settlement statement consistent with this Agreement; and (h) Such other documents as may be reasonably and customarily required in connection with the transaction contemplated by this Agreement, each duly executed and acknowledged (where applicable) by Seller.. 7.3 Buyer's Closing Documents. At Closing, Buyer shall execute, acknowledge (where appropriate), and deliver to Title and Seller the following, each dated as of the Closing Date: (a) The balance of the Purchase Price, it being understood and agreed that the Earnest Money shall be applied to and credited against the Purchase Price and shall be disbursed to Seller by Title at Closing.; (b) A standard form Purchaser's Affidavit; 84959-004\ 1571749.doc 6