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in connection with its title and survey review. If all of conditions are not satisfied on or before the Outside Closing Date, Buyer may terminate this Agreement and receive a refund of any Earnest Money(including Extension Fee)without limitation of any other remedy if the failure of condition was due to a default by Seller under this Agreement. b. Seller's Obligations at Closing. At Closing, Seller must deliver to Escrow Agent, for delivery to Buyer: i. A limited warranty deed, duly executed and acknowledged on behalf of the City and with the City's seal affixed, conveying title to the Property, subject to (A)the lien of real estate taxes, if any, not yet due and payable and any installments of special assessments certified for payment therewith; (B) Building, Subdivision and Zoning Ordinances; (C) Matters shown on the Survey obtain by Seller as required by this Agreement; and (D)matters that constitute Permitted Exceptions pursuant to Section 6; ii. A certified copy of a duly adopted City Ordinance and Resolution authorizing Seller's sale of the Property to Buyer; and iii. Seller's affidavits (including such affidavits as required to induce the Title Company to remove the standard exceptions from the Title Policy, well disclosure certificate (if required), settlement statement approved by Seller and Buyer, and any other documents required by the Escrow Agent. C. Buyer's Obligations at Closing. At Closing, Buyer must: i. Wire Transfer(or deliver a certified check in) an amount equal to the amount of the Purchase Price adjusted for to reflect Buyer's prior payment of the Earnest Money and to reflect amounts Buyer must pay or will receive pursuant to Section 14(c), to Escrow Agent for disbursement to Seller and others pursuant to this Agreement and the Settlement Statement; and ii. File or cause Escrow Agent to file an Electronic Certificate of Real Estate Value. d. Closing Costs. i. At Closing, the following Seller closing costs and expenses must be paid from the Purchaser Price or, if the Purchase Price is not sufficient, paid by Seller: 1. Seller's portion of the prorated property taxes. 2. Seller's own attorney's fees. 3. One-half the cost of any closing escrow fees.