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<br />8 <br /> <br />by Seller, (i) Title Company shall withhold three and one-third percent (3-1/3%) of the Purchase Price <br />on behalf of Buyer at Closing for payment to the California Franchise Tax Board in accordance with <br />the Tax Code, (ii) Buyer shall deliver three (3) duly executed copies of California Form 593 to Title <br />Company at or immediately after Closing, (iii) two (2) copies of California Form 593 shall be <br />delivered by Title Company to Seller, and (iv) on or before the 20th day of the month following the <br />month title to the Real Property is transferred to Buyer (as evidenced by the recording of the Deed), <br />Title Company shall remit such funds withheld from the Purchase Price, together with one (1) copy <br />of California Form 593 to the California Franchise Tax Board on behalf of Buyer. Buyer and Seller <br />hereby appoint Title Company as a reporting entity under the Tax Code, authorized to withhold an d <br />remit the withholding tax contemplated under the Tax Code, together with such other documents <br />required by the Tax Code (including, without limitation, California Form 593), to the California <br />Franchise Tax Board. <br />12. Closing Procedure. When the Title Company is ready to issue the Buyer’s Title <br />Policy and all required documents and funds have been deposited with Seller, Seller shall immediately <br />close Escrow in the manner and order provided below. <br />(a) Recording. Seller shall cause the Deed to be recorded pursuant to applicable <br />law in the county in which the Real Property is located and obtain conformed copies thereof for <br />distribution to Buyer and Seller. <br />(b) Disburse Funds. Seller shall debit or credit (as provided herein) all Buyer’s <br />Costs and Debited Amounts, Seller’s Costs and Debited Amounts and General Expenses, prorate <br />matters and withhold funds as provided herein. The Purchase Price, less any applicable debits or <br />credits (as provided herein) shall be distributed via account transfers to Seller. Seller shall request <br />demands for payment and to make such payments from the Purchase Price (or such other funds, if <br />any, as are advanced by Seller) to defray the cost of removing deeds of trust, liens and other <br />encumbrances. <br />(c) Documents to Seller. Seller shall receive a conformed copy of the Deed, and <br />documents, if any, recorded on behalf of any lender, as duly recorded among the official land records <br />of the County of Orange, and a copy of each other document (or copies thereof) provided by Buyer <br />pursuant hereto. <br />(d) Documents to Buyer. Seller shall deliver to Buyer the original California <br />Exemption Certificate (as applicable), and a conformed copy of each of the Deed as duly recorded <br />among the official land records of the County of Orange, and each other document (or copies thereof) <br />deposited by Seller pursuant hereto, including, without limitation, those documents referenced in <br />Section 8. <br />(e) Title Company. Seller shall cause the Title Company to issue the Buyer’s <br />Title Policy to Buyer. <br />(f) Informational Reports. Seller shall file any information reports required by <br />Internal Revenue Code Section 6045(e), as amended. <br />(g) Possession. Possession of the Real Property shall be delivered to Buyer at the <br />Closing.