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Buyer, which approval shall be delivered in writing by Buyer to Seller prior to the expiration <br />of the Due Diligence Period. Buyer shall in addition have approved in writing the legal <br />description of the Property to be set forth in the Title Policy priorto the expiration ofthe Due <br />Diligence Period. <br />2.4 Escrow and Closing Costs <br />Buyer shall pay the cost of the Title Policy, the Escrow Fees and all <br />documentary transfer fees and recording fees, as may be applicable, and all other costs <br />and expenses incurred related to the purchase of the Property by Buyer. If applicable, <br />Buyer shall also pay for the appraisal cost of the Property (collectively, "Closing Costs "). <br />Seller shall pay all other costs and expenses incurred by Seller related to the sale of the <br />Property. <br />2.5 Deposit of Funds and Documents <br />(a) Priorto Close of Escrow, Buyer shall deposit into Escrow (1) the <br />Escrow Deposit, (ii) all escrow and Closing Costs as described above; (iii) the Closing <br />Payment; (iv) such other documentation as is necessary to close Escrow; provided, <br />however, that Buyer shall not be required to deposit the Closing Payment until Buyer has <br />been notified by Escrow Holder that (1) Seller has delivered to Escrow Holder each of the <br />documents and instruments to be delivered by Seller in connection with the sale of the <br />Property, (ii) Title Company is irrevocably and unconditionally committed to issue and <br />deliver the Title Policy, and (ifi) the only impediment to Close of Escrow is delivery of such <br />amount by or on behalf of Buyer. <br />(b) Prior to the Close of Escrow, Seller shall deposit into Escrow <br />(i) the properly executed grant deed for conveyance of the Property to Buyer; (ii) a duly <br />executed bill of sale, assignment and assumption agreement from Sellerwith respectto the <br />tangible and intangible personal property included In the Property; and (ill) such other <br />documents and sums, If any, as are necessary to close Escrow in conformance herewith. <br />2.6 Bier's Conditions Precedent to Close of Escrow <br />The obligation of Buyer to purchase the Property as contemplated by this <br />Agreement and the Close of Escrow is subject to satisfaction of each of the following <br />conditions: <br />(a) All representations and warranties of Seller set forth in this <br />Agreement shall be true and correct as of the date of the Close of Escrow; <br />(b) Seller shall timely perform all obligations required bythe terms <br />of this Agreement to be performed by it; <br />(c) The irrevocable and unconditional written agreement of Title <br />Company to record the grant deed at the Close of Escrow and to Issue to Buyer the Title <br />Policy effective as of the date and time the deed is recorded; <br />3 <br />25C -5 <br />