6.1. EDSR 05-15-2023 - Laserfiche WebLink

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10. Closing/Payment of Closing Costs. The closing hereunder (“Closing”) shall take place no later than the end of the Due Diligence Period, or such other date on which Seller and Purchaser may agree. Such date or such other date as this transaction actually closes as determined in accordance with the provisions of this Agreement is herein called the “Closing Date”. The Closing shall take place at the office of the Title Company in escrow, or at such other place that is mutually acceptable to the parties. At the Closing, Seller shall execute, where appropriate, and deliver to Purchaser: a. A quit claim deed (“Deed”) properly executed and acknowledged on behalf of Seller in recordable form, conveying the Real Property to Purchaser subject to matters accepted by Purchaser pursuant to Paragraph 3 hereof. The Deed shall contain a covenant running with the Land that the foundation of a building, the intended use, size and components of which will be described in more detail in a future agreement between the Seller and Purchaser (the “Proposed Project”) must be completed within one year from the date of the deed and the Proposed Project must be substantially completed and a certificate of occupancy issued for the Proposed Project within two years from the date of the deed or the Real Property will automatically revert back to Seller. b. Any certificates, instruments, and other documents necessary to permit the recording of the Deed. c. A standard seller’s affidavit with respect to judgments, bankruptcies, tax liens, mechanics’ liens, parties in possession, unrecorded interests, encroachment or boundary line questions, and related matters, properly executed on behalf of Seller. d. An affidavit in form and content satisfactory to Purchaser and Title Company stating that Seller is not a “foreign person” within the meaning of Section 1445 of the Internal Revenue Code. e. A certificate to the effect that the representations and warranties of Seller contained in this Agreement are true, correct, and complete in all material respects as of the Closing Date (the “Bring-Down Certificate”). f. An assignment of any assignable guaranties, warranties or permits with respect to the Real Property that Purchaser desires to have assigned to it. g. A closing statement. h. Such other instruments and documents as are reasonably necessary to complete the transaction contemplated by this Agreement. Contemporaneously with the delivery of the foregoing items, Purchaser will deliver the Purchase Price to Seller in accordance with Paragraph 2 hereof and a closing statement executed on behalf of Purchaser. Purchaser shall also deliver to Seller such documents as are reasonably necessary to complete the transaction contemplated by this Agreement. 872867.v1-4/28/23 7