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the following documents (with the documents that are to be recorded in the following order and <br />delivered as provided below): <br />3.11.1 Grant Deed. One (1) fully executed and <br />acknowledged copy of the Grant Deed conveying the Property to Buyer. <br />Conformed copies of the recorded Grant Deed shall be returned to Buyer and <br />Seller as soon as possible. <br />3.11.2 Withholding Exemption Certificates. One <br />(1) completed and executed copy of the following: Non -foreign Transferor <br />Declaration; Preliminary Change in Ownership Report, Internal Revenue <br />Service Form 1099-S, and California Franchise Tax Board Form 593 and any <br />other applicable state tax withholding forms, as applicable. <br />3.11.3 Disbursement of Closing Documents. As soon as <br />reasonably possible following the Close of Escrow, Escrow Holder shall deliver <br />copies of all closing documents, including, without limitation, those listed above, <br />the Title Policy, any additional escrow instructions and the final Escrow closing <br />statement, to Seller's counsel and Buyer or Buyer's counsel. <br />3.12 Seller's Proceeds. At the Close of Escrow, subject to Section 3.13 below, <br />Escrow Holder is directed to wire funds representing Seller's cash proceeds through Escrow to <br />Seller's account as directed in separate written instructions to be provided by Seller. <br />3.13 Cal-FIRPTA Withholding. Unless this transaction is exempt under <br />California Revenue and Taxation Code Sections 18805 and 26131, Escrow Holder shall be the <br />"withholding agent" and withhold from proceeds due Seller any amounts required under the <br />above code sections to be withheld by Buyer and pay same to the California Franchise Tax Board <br />or Internal Revenue Service in accordance with applicable law. <br />3.14 Additional Documents. Seller and Buyer shall execute and deliver to <br />Escrow any other documents reasonably required by Escrow Holder including, without limitation, <br />Seller' s affidavits or statements regarding mechanics liens and /or tenants or parties in possession. <br />3.15 Termination of Property Contracts. Seller shall terminate any service <br />contracts or similar agreement relating to the Property that the Buyer does not expressly elect in <br />writing to assume which termination shall be effective as of the Close of Escrow. <br />4. Real Estate Brokerage Commission. Buyer and Seller each represent and warrant <br />to each other that they have not employed, dealt with or incurred any obligation to any broker, <br />agent or finder in connection with the Property, and that they have not incurred any obligation to <br />pay any other real estate brokerage or other commission or fee in connection with the conveyance <br />of the Property to Buyer. Buyer and Seller agree to indemnify, defend and hold each other free <br />and harmless from and against all costs and liabilities, including without limitation reasonable <br />attorneys' fees and the costs and expenses of litigation, for causes of action or proceedings in any <br />way related to or resulting from a breach of the foregoing representation and warranty or arising <br />out of any action or proceedings which may be instituted by any broker, agent or finder, licensed <br />-7- <br />