Agenda - Economic Development Authority - 06/04/2015

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23. CLOSING DATE. Subject to the fulfillment or waiver of the conditions hereof, and provided that all of the covenants, representations and warranties of Seller are true and correct on the closing date as though made on such date, the closing of the purchase and sale shall take place on or before September 29th, 2015. The closing shall take place at the offices of Title Company or at such other place as Seller and Buyer may mutually determine. Actual possession of the Premises shall be delivered to Buyer on the Closing Date. If the Buyer requests the Seller to extend the Closing Date to a date later than September 29th, 2015 for reasons that prevent the closing to occur that are not caused by the Seller, the Earnest Money previously deposited into the specified Escrow account shall be paid to the Seller in scheduled monthly installments. Such monthly installments will be paid as follows: at the end of each month that extends past the original Closing Date of September 29th, 2015, all of the initial Earnest Money will be released to the Seller. Any Earnest Money released will be deducted from the purchase price of this real property. In the event this property does not close, the Earnest Money released due to a Closing Date Extension will be forfeited and become property of the Seller 24. SELLERS OBLIGATION AT CLOSING. At or prior to the Closing date, Seller shall: A. Deliver to Buyer, Seller's duly recordable General Warranty Deed (the "Deed") to the Premises (in a form reasonably satisfactory to Buyer) conveying to Buyer Marketable Fee Simple Title to the Premises and all rights appurtenant thereto, subject only to the Permitted Exceptions. B. Cause to be furnished and delivered to Buyer the ALTA (Form 6/17/06) Owner's Title Insurance Policy in conformity with the requirements of this Agreement, or a "marked -up" Commitment in form acceptable to Buyer. C. Deliver to Buyer, Title Company's standard affidavit of Seller, confirming that Seller is not a "foreign corporation" within the meaning of Section 1445 of the Internal Revenue Code. D. Deliver to Buyer, Title Company's standard affidavit of Seller, in form and content sufficient to allow Title Company to delete the standard exceptions contained in Buyer's Owners Title Insurance Policy relative to (i) parties in possession, (ii) liens for labor, materials, or services, (iii) unrecorded easements or other instruments and (iv) the gap between date of title commitment and the recording date of the Deed. E. Deliver to Buyer, a certificate confirming that the representations and warranties set forth in Section 4 of this Agreement are true and correct as of the Closing Date as though made as of such date. F. Deliver to Buyer, such other documents as may be reasonably required by this Agreement (including, without limitation, authorizing resolutions of Seller), all in a form reasonably satisfactory to Buyer, Seller and Title Company. Page 8of16