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such other location as the parties shall mutually agree upon. At the closing, Seller shall <br /> deliver to Buyer: <br /> a. A warranty deed properly executed and in recordable form <br /> with all applicable transfer taxes paid and stamps, if any, affixed thereto, <br /> conveying the Property to Buyer and warranting title thereto subject to: <br /> real estate taxes and installments of special assessments due and <br /> payable in 2000 and thereafter; building and zoning laws and ordinances; <br /> State and Federal rules and regulations; and restrictions, reservations, <br /> rights and easements of record. The deed shall include a covenant <br /> running with the land which incorporates the conditions of this agreement <br /> with respect to use of the Property. <br /> b. All certificates, instruments and other documents necessary <br /> to permit the recording of the warranty deed. <br /> c. A Seller's Affidavit containing statements as to the <br /> knowledge of Seller with respect to judgments, bankruptcies, tax liens, <br /> mechanics liens, parties in possession, unrecorded interests, <br /> encroachment or boundary line questions, and related matters, properly <br /> executed on behalf of Seller. <br /> Sd. An affidavit of Seller in form and content satisfactory to <br /> Buyer stating that Seller is not a "foreign person" within the meaning of <br /> Section 1445 of the Internal Revenue code; <br /> e. Such other instruments and documents as are necessary to <br /> vest title to the Property in Buyer. <br /> Upon delivery of the foregoing items, Buyer shall deliver to Seller the Purchase Price <br /> payable under Section 2(b) of this Purchase Agreement. <br /> 7. Conditions Subsequent. Notwithstanding anything to the contrary <br /> contained in this Agreement, the consummation of the transaction contemplated by this <br /> Agreement and the closing provided in Paragraph 6 hereof shall be contingent upon <br /> Buyer satisfying the following conditions subsequent: <br /> a. Buyer shall provide Seller with plans and specifications for <br /> development of the Property. <br /> b. Buyer shall commence construction of an office-warehouse <br /> building on the Property (the "Building") by January 1, 2001. If Buyer has <br /> not commenced construction of the Building by January 1, 2001, Seller <br /> may, at any time before substantial construction has commenced, cancel <br /> the sale of the Property. Upon such cancellation, title to the Property shall <br /> return to Seller at no cost to Seller. <br /> -3- <br />