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