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refund, if any; however, in no case shall the receiving Party credit or otherwise pay the granting Party for that refund, if any, through or outside of Escrow. (c) All unpaid taxes on either property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by the granting Party before conveyance of said real property to the receiving Party. 3.7 Deposit of Funds and Documents. (a) Prior to Close of Escrow, the Parties shall deposit into Escrow (i) all escrow and Closing Costs as described above and (ii) such other documentation and funds as are necessary to close Escrow; (b) Prior to the Close of Escrow, each Party shall deposit into Escrow (i) the properly executed grant deed for conveyance of each Property and (ii) such other documents and sums as are necessary to close Escrow in conformance herewith. 3.8 Conditions Precedent to Close of Escrow. The obligation of the Parties to exchange the Properties as contemplated by this Agreement and the Close of Escrow is subject to satisfaction of each of the following conditions: (a) All representations and warranties of each Party set forth in this Agreement shall be true and correct as of the date of the Close of Escrow; (b) Each Party shall timely perform all obligations required by the terms of this Agreement to be performed by it; (c) The irrevocable and unconditional written agreement of Title Company to record the grant deeds at the Close of Escrow and to issue the Title Policy to the receiving Party, effective as of the date and time the deed is recorded; and, (d) No material adverse physical change to either Property, including those caused by condemnation and/or casualty, shall have occurred subsequent to the Effective Date and on or prior to the Close of Escrow. 3.9 Close of Escrow. The Escrow Agent is hereby authorized to close escrow upon and after ("Close of Escrow"): (a) Conveyance of the City Property by the City and the Manh Property by Manh as hereinabove provided; (b) Acceptance by Manh of a Grant Deed conveying the City Property, and acceptance by the City of a Grant Deed conveying the Manh Property; (c) Delivery to each Party of the policies of title insurance as hereinabove provided; (d) Recordation of the Grant Deed conveying the City Property and the Grant Deed conveying the Manh Property. Page 4 of 11