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a) On or before the Business Day preceding the Closing Date, Seller shall deliver to <br />Escrowee (unless otherwise provided below): <br />i) the Grant Deed (the "Deed") executed by Seller being a California statutory <br />grant deed in the form of Exhibit 3 attached; <br />ii) the Assignment and Assumption of the Existing Lease executed by Seller in the <br />form annexed hereto as Exhibit 1; <br />iii) duly executed certificate of Seller in the applicable form set forth in Treasury <br />Regulations §1.1445-2(b)(2) and California Form 593; <br />iv) the General Assignment and Bill of Sale, executed by Seller in the form of <br />. Exhibit 2 annexed hereto; <br />v) keys, combinations and codes to all locks and security devices to the Premises <br />in Seller's possession (which may be -left at the Premises or available for <br />pickup at Seller's offices), to the extent in the possession of Seller; <br />vi) any other documents, affidavits and other deliveries required by applicable <br />law or local custom in order to close the transactions; contemplated herein <br />which do not create any further liability or obligations on the part of Seller. <br />b) On or before the Business Day preceding the Closing Date (unless otherwise provided <br />below), Purchaser shall deliver to Title Company, as the case may be: , <br />i), the balance of the Purchase Price as provided in Section 3 hereof, delivered <br />to=Title Company.by wire transfer of immediately available funds no later <br />than 11:00 a.m. Pacific Time on the Closing Date; <br />ii) the Assignment and Assumption of the Existing Lease executed by Purchaser <br />In the form annexed hereto as Exhibit 1; <br />iii) if required, evidence of Purchaser's authority to consummate the transaction, <br />reasonably satisfactory to Escrowee; and <br />iv) Any and all documents, affidavits and other deliveries required by applicable <br />law or local custom in order to effectuate this transaction.. <br />9.4. Adjustments and Costs. The following items shall -be credited,, debited and otherwise <br />:r,. adjusted as of.the date of Closing, and the resulting calculation shall bean adjustment to the . . <br />Purchase Price payable at Closing pursuant to this Contract (where appropriate, such <br />adjustments shall be made on the basis of an actual year of 365/366 days, Seller to have the <br />last day (i.e. with Seller to have revenues and to be responsible for expenses through and <br />including the day prior to the date of Closing, and Purchaser to have the revenues and to be <br />responsible for expenses on and after the date of Closing), unless otherwise provided): <br />a) Rents and other amounts payable by the tenant under the Existing Lease. Purchaser <br />5489135.2 14 <br />