Common use of Close of Escrow Clause in Contracts

Close of Escrow. 4.7.1 The Escrow shall close on or before the Scheduled Closing Date. 4.7.2 Provided that Escrow Holder has not received from either party written notice of the failure of any condition precedent specified in Section 9 to the obligations of such party (or any previous such notice has been withdrawn), then when the parties have each deposited into the Escrow the documents and funds required by this Agreement and the Title Company is unconditionally prepared to issue the Title Policy at the Close of Escrow, Escrow Holder shall perform the following actions (collectively, "Close of Escrow" or "Closing"): 4.7.2.1 Prepare a closing statement for the transaction for approval by Seller and Buyer prior to the Close of Escrow; 4.7.2.2 Insert the Closing Date as the date of any undated document to be delivered through Escrow; 4.7.2.3 Cause the Deed to be recorded in the land records of the state and county where the Real Property is located; 4.7.2.4 Deliver to Buyer the documents deposited into the Escrow for delivery to Buyer at the Close of Escrow; 4.7.2.5 Deliver to Seller (a) all funds and Paired Shares to be received by Seller from Buyer through the Escrow at the Close of Escrow less (i) all amounts to be paid by Seller for Escrow Holder's fees and expenses and (ii) all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Real Property or other matters pursuant to the written instruction of Seller, and (b) the documents deposited into the Escrow for delivery to Seller at the Close of Escrow; and 4.7.2.6 Cause the Title Policy to be issued by the Title Company and delivered to Buyer.

Close of Escrow. 4.7.1 The Escrow shall close on or before the Scheduled Closing Date. 4.7.2 Provided that Escrow Holder has not received from either party written notice of the failure of any condition precedent specified in Section SECTION 9 to the obligations of such party (or any previous such notice has been withdrawn), then when the parties have each deposited into the Escrow the documents and funds required by this Agreement and the Title Company is unconditionally prepared to issue the Title Policy at the Close of Escrow, Escrow Holder shall perform the following actions (collectively, "Close of Escrow" or "Closing"): 4.7.2.1 Prepare a closing statement for the transaction for approval by Seller and Buyer prior to the Close of Escrow; 4.7.2.2 Insert the Closing Date as the date of any undated document to be delivered through Escrow; 4.7.2.3 Cause the Deed to be recorded in the land records of the state and county where the Real Property is located; 4.7.2.4 Deliver to Buyer the documents deposited into the Escrow for delivery to Buyer at the Close of Escrow; 4.7.2.5 Deliver to Seller (a) all funds and Paired Shares to be received by Seller from Buyer through the Escrow at the Close of Escrow less (i) all amounts to be paid by Seller for Escrow Holder's fees and expenses and (ii) all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Real Property or other matters pursuant to the written instruction of Seller, and (b) the documents deposited into the Escrow for delivery to Seller at the Close of Escrow; and 4.7.2.6 Cause the Title Policy to be issued by the Title Company and delivered to Buyer.

Close of Escrow. 4.7.1 The Escrow shall close on or before the Scheduled Closing Date. 4.7.2 Provided that Escrow Holder has not received from either party written notice of the failure of any condition precedent specified in Section SECTION 9 to the obligations of such party (or any previous such notice has been withdrawn), then when the parties have each deposited into the Escrow the documents and funds required by this Agreement and the Title Company is unconditionally prepared to issue the Title Policy at the Close of Escrow, Escrow Holder shall perform the following actions (collectively, "Close of Escrow" or "Closing"): 4.7.2.1 Prepare a closing statement for the transaction for approval by Seller and Buyer prior to the Close of Escrow; 4.7.2.2 Insert the Closing Date as the date of any undated document to be delivered through Escrow; 4.7.2.3 Cause the Deed and the PUD Cooperation Agreement to be recorded in the land records of the state and county where the Real Property is located; 4.7.2.4 Deliver to Buyer the documents deposited into the Escrow for delivery to Buyer at the Close of Escrow; 4.7.2.5 Deliver to Seller (a) all funds and Paired Shares to be received by Seller from Buyer through the Escrow at the Close of Escrow less (i) all amounts to be paid by Seller for Escrow Holder's fees and expenses and (ii) all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Real Property or other matters pursuant to the written instruction of Seller, and (b) the documents deposited into the Escrow for delivery to Seller at the Close of Escrow; and 4.7.2.6 Cause the Title Policy to be issued by the Title Company and delivered to Buyer.

Close of Escrow. 4.7.1 The Escrow shall close on or before the Scheduled Closing Date. 4.7.2 Provided that (i) Escrow Holder has received the documents and funds described in Sections 9.3, 9.4, and 9.5 hereof; (ii) Escrow Holder has not received prior written notice from either party written notice to the effect that an agreement of either party made hereunder has not been performed or to the failure of effect that any condition precedent specified in Section 9 set forth herein has not been satisfied or waived; (iii) Buyer has not elected to the terminate its rights and obligations of such party hereunder pursuant to Article VII or XIII; and (or any previous such notice has been withdrawn), then when the parties have each deposited into the Escrow the documents and funds required by this Agreement and iv) the Title Company has issued or is unconditionally prepared and committed to issue the Owner's Title Policy at the Close of Escrowto Buyer, Escrow Holder shall perform the following actions (collectively, "Close of Escrow" or "Closing"): 4.7.2.1 Prepare a closing statement for the transaction for approval by Seller is authorized and Buyer prior to the Close of Escrow; 4.7.2.2 Insert instructed on the Closing Date as the date of any undated document to be delivered through Escrow;to: 4.7.2.3 Cause (a) cause the Deed to be recorded in the land records Official Records of the state and county where the Real Property is locatedCounty of C▇▇▇▇▇ City, State of Nevada; 4.7.2.4 Deliver to Buyer the documents deposited into the Escrow for delivery to Buyer at the Close of Escrow; 4.7.2.5 Deliver to Seller (a) all funds and Paired Shares to be received by Seller from Buyer through the Escrow at the Close of Escrow less (i) all amounts to be paid by Seller for Escrow Holder's fees and expenses and (ii) all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Real Property or other matters pursuant to the written instruction of Seller, and (b) deliver the documents deposited into cash portion of the Purchase Price to Seller, less Seller's share of closing costs and Prorations (except to the extend paid to Buyer by check in accordance with Section 9.7 hereof), in the manner specified by Seller in separate instructions to Escrow for delivery Holder; (c) deliver to Buyer an original of each of the B▇▇▇ of Sale and the Contract Assignment, and one (1) as-recorded conformed copy of the Deed; and deliver to Seller at an original of each of the Close B▇▇▇ and Sale and the Contract Assignment, and one (1) as-recorded conformed copy of Escrowthe Deed; and 4.7.2.6 Cause the Title Policy to be issued by the Title Company and delivered (d) deliver Seller's Non-Foreign Affidavit to Buyer.

Close of Escrow. 4.7.1 The Escrow shall close on or before the Scheduled Closing Date. 4.7.2 Provided that Escrow Holder has not received from either party written notice of the failure of any condition precedent specified in Section 9 to the obligations of such party (or any previous such notice has been withdrawn), then when the parties have each deposited into the Escrow the documents and funds required by this Agreement and the Title Company is unconditionally prepared to issue the Title Policy at A. Simultaneously with the Close of Escrow, Escrow Holder Agent shall perform issue: 1. An ALTA Owner's Policy of Title Insurance ("Title Policy") to TUHSD in the amount of the Purchase Price, subject only to the following actions matters: a. A lien for real property taxes, bonds, and assessments not then due; and b. Approved Exceptions. B. OWNER shall deposit with Escrow Agent on or prior to the Close of Escrow the following documents: 1. A ▇▇▇▇▇ ▇▇▇▇ executed and acknowledged by OWNER conveying to TUHSD good and marketable fee simple title to the Property, subject only to the Approved Exceptions (collectively"Deed"); 2. OWNER's affidavit of non-foreign status as contemplated by Section 1445 of the Internal Revenue Code of 1986, as amended ("FIRPTA Affidavit"); and 3. Either California Franchise Tax Board Form 593-C or 593-W regarding the withholding of California taxes on the sale of California real estate (“Withholding Affidavit”); C. The conveyance of the Property to TUHSD and the closing of this transaction ("Close of Escrow" or the “Closing”) shall take place within thirty (30) days following the execution of this Agreement or on such other date as may be mutually agreed upon by OWNER and TUHSD (the "ClosingClosing Date"):). 4.7.2.1 D. On the Closing Date, Escrow Agent shall close Escrow as follows: 1. Record the Deed (marked for return to TUHSD) with the Sonoma Marin County Recorder (which shall be deemed delivery to TUHSD); 2. Issue the Title Policy; 3. Pro-rate taxes, assessments, rents, and other charges as provided in Section 8(f); 4. Charge TUHSD for those costs and expenses to be paid by TUHSD pursuant to this Agreement and disburse any net funds remaining after the preceding disbursements to TUHSD; 5. Prepare a and deliver to both TUHSD and OWNER one signed copy of ▇▇▇▇▇▇ Agent's closing statement showing all receipts and disbursements of the Escrow; and 6. Deliver to TUHSD the FIRPTA Affidavit and the Withholding Affidavit. E. If Escrow Agent is unable to simultaneously perform all of the instructions set forth above, Escrow Agent shall notify TUHSD and OWNER and retain all funds and documents pending receipt of further instructions jointly issued by TUHSD and OWNER. F. Escrow Agent shall assess the following costs at the Close of Escrow: 1. TUHSD shall pay: a. All governmental conveyancing fees and taxes due upon transfer of the Property and all recording charges; b. The premium for the transaction for approval Title Policy; and c. All escrow fees charged by Seller Escrow Agent, together with any other fees, costs, expenses and Buyer charges paid or payable through Escrow. 2. Real property taxes shall be prorated at the Close of Escrow based on the most current real property tax bill available, including any additional property taxes that may be assessed after the Close of Escrow but that relate to a period prior to the Close of Escrow; 4.7.2.2 Insert , regardless of when notice of those taxes is received or who receives the Closing Date as notice. The parties shall agree on the date final proration of such taxes outside of escrow following the Closing. All installments of any undated document to bond or assessment that constitutes a lien on the Property at the Close of Escrow shall be paid by OWNER. G. Possession of the Property shall be delivered through Escrow; 4.7.2.3 Cause the Deed to be recorded in the land records of the state and county where the Real Property is located; 4.7.2.4 Deliver to Buyer the documents deposited into the Escrow for delivery to Buyer TUHSD at the Close of Escrow; 4.7.2.5 Deliver to Seller (a) all funds and Paired Shares to be received by Seller from Buyer through the Escrow at the Close of Escrow less (i) all amounts to be paid by Seller for Escrow Holder's fees and expenses and (ii) all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Real Property or other matters pursuant to the written instruction of Seller, and (b) the documents deposited into the Escrow for delivery to Seller at the Close of Escrow; and 4.7.2.6 Cause the Title Policy to be issued by the Title Company and delivered to Buyer.

Close of Escrow. 4.7.1 The Escrow shall close on or before the Scheduled Closing Date. 4.7.2 Provided that Escrow Holder has not received from either party written notice of the failure of any condition precedent specified in Section SECTION 9 to the obligations of such party (or any previous such notice has been withdrawn), then when the parties have each deposited into the Escrow the documents and funds required by this Agreement and the Title Company is unconditionally prepared to can issue the Title Policy at the Close of Escrow, Escrow Holder shall perform the following actions (collectively, "Close of Escrow" or "Closing"):shall: 4.7.2.1 Prepare a Escrow closing statement for the transaction for approval by Seller and Buyer prior to the Close of Escrowstatements; 4.7.2.2 Insert the Closing Date as the date of any undated document to be delivered through Escrow; 4.7.2.3 Cause the Office/Hotel CC&R's, Parking Easement Agreement and Grant Deed to be recorded recorded, in that order, in the land official records of the state and county where the Real Property is locatedLos Angeles County; 4.7.2.4 Deliver to Buyer the documents deposited into the Escrow for delivery to Buyer at the Close of Escrow, and any funds deposited by Buyer in excess of the amount required to be paid by Buyer; 4.7.2.5 Deliver to Seller (a) all funds and Paired Shares sums to be received by Seller from Buyer through the Escrow at the Close of Escrow less (i) all amounts to be paid by Seller for Escrow Holder's fees and expenses and (ii) all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Real Property or other matters pursuant to the written instruction of Seller, and (b) the documents deposited into the Escrow for delivery to Seller at the Close of Escrow; and; 4.7.2.6 Cause the Title Policy to be issued by the Title Company and delivered Company; and 4.7.2.7 Mail the Tenant Notification Letters to Buyerthe Tenants by certified mail, return receipt requested.

Close of Escrow. 4.7.1 The Escrow shall You are authorized and directed to close escrow for this transaction on or before the Scheduled Closing Date. 4.7.2 Provided that Escrow Holder has not received from either party written notice of the failure of any condition precedent specified in Section 9 to the obligations of such party (or any previous such notice has been withdrawn), then when the parties have each deposited into the Escrow the documents and funds required by this Agreement and the Title Company is unconditionally prepared to issue the Title Policy at the Close of Escrow, Escrow Holder shall perform the following actions (collectively, "Close of Escrow" or "Closing"): 4.7.2.1 Prepare a closing statement for the transaction for approval by Seller and Buyer prior to the Close of Escrow; 4.7.2.2 Insert the Closing Date as when and only when: 1. you have received all of the date above-described funds and documents and you have confirmed that each of the documents delivered is in the prescribed form, and you have dated any undated document documents as of the Closing Date, and attached any missing legal descriptions in the form set forth in the Proforma, and attached any other missing exhibits or schedules which have been separately provided to be delivered through Escrowyou by an Authorized Person; 4.7.2.3 Cause the Deed 2. you have confirmed that First American Title Insurance Company is prepared and irrevocably committed to be recorded in the land records issue to Buyer its ALTA Standard Owner’s Policy of Title Insurance (“Owner’s Policy”), effective as of the state Closing Date with the following endorsements attached: 110.1 (deleting any bankruptcy, insolvency or creditors’ rights exclusions (contained in paragraph 4 of the exclusions from coverage)); 100 (comprehensive, modified for an Owner’s Policy); 101.4 (mechanic’s lien); 103.3 (easement); 103.4 (easement access); 116.7 (subdivision); and county 110.9 (environmental). The liability of the described Owner’s Policy shall be $1,792,105, insuring that Buyer has good and marketable title to the Property, subject only to Exceptions 1 through 10 of the Proforma as marked on the attached Proforma. 3. you have acknowledged your receipt of this letter and your agreement to comply with all of the instructions set forth in this letter by signing a copy of this letter where indicated below and telecopying the Real Property is located;same to both the Buyer Authorized Person and Seller Authorized Person; First American Title Insurance Company April 1, 2008 4.7.2.4 Deliver 4. you have prepared and delivered the proposed closing statement by telecopy to the Buyer the documents deposited into the Escrow for delivery to Buyer at the Close of Escrow; 4.7.2.5 Deliver to and Seller (a) all funds and Paired Shares to be received by Seller from Buyer through the Escrow at the Close of Escrow less (i) all amounts to be paid by Seller for Escrow Holder's fees and expenses the Buyer or Buyer Authorized Person and (ii) all amounts paid the Seller or Seller Authorized Person have signified their approval thereof by Escrow Holder in satisfaction of liens initialing such Closing Statement and encumbrances on faxing it back to you (the Real Property “Closing Statement”); 5. you have received authorization to close from Buyer and Seller or other matters pursuant their respective Authorized Person. 6. you have confirmed that your escrow is then irrevocably committed to the written instruction of Seller, and (b) the documents deposited into the Escrow for delivery to Seller at the Close of Escrowclose; and 4.7.2.6 Cause the Title Policy 7. you are otherwise in a position to be issued by the Title Company and delivered to Buyercomply with these Escrow Instructions.

Close of Escrow. 4.7.1 The Escrow shall close on or before the Scheduled Closing Date. 4.7.2 Provided that Escrow Holder has not received from either party written notice of the failure of any condition precedent specified in Section SECTION 9 to the obligations of such party (or any previous such notice has been withdrawn), then when the parties have each deposited into the Escrow the documents and funds required by this Agreement and the Title Company is unconditionally prepared to issue the Title Policy at the Close of Escrow, Escrow Holder shall perform the following actions (collectively, "Close of Escrow" or "Closing"): 4.7.2.1 Prepare a closing statement for the transaction for approval by Seller and Buyer prior to the Close of Escrow; 4.7.2.2 Insert the Closing Date as the date of any undated document to be delivered through Escrow; 4.7.2.3 Cause the Deed Deed, the Assignment and Assumption of Ground Lease, and the Assignment of Mortgage to be recorded in the land records of the state and county where the Real Property is located; 4.7.2.4 Deliver to Buyer the documents deposited into the Escrow for delivery to Buyer at the Close of Escrow; 4.7.2.5 Deliver to Seller (a) all funds and Paired Shares to be received by Seller from Buyer through the Escrow at the Close of Escrow less (i) all amounts to be paid by Seller for Escrow Holder's fees and expenses and (ii) all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Real Property or other matters pursuant to the written instruction of Seller, and (b) the documents deposited into the Escrow for delivery to Seller at the Close of Escrow; and 4.7.2.6 Cause the Title Policy to be issued by the Title Company and delivered to Buyer.

Close of Escrow. 4.7.1 The Escrow shall close on or before the Scheduled Closing Date. 4.7.2 Provided that Escrow Holder has not received from either party written notice of the failure of any condition precedent specified in Section 9 to the obligations of such party (or any previous such notice has been withdrawn), then when the parties have each deposited into the Escrow the documents and funds required by this Agreement and the Title Company is unconditionally prepared to issue the Title Policy at the Close of Escrow, Escrow Holder shall perform the following actions (collectively, "Close of Escrow" or "Closing"): 4.7.2.1 Prepare a closing statement for the transaction for approval by Seller and Buyer prior to the Close of Escrow; 4.7.2.2 Insert the Closing Date as the date of any undated document to be delivered through Escrow; 4.7.2.3 Cause the Deed and the PUD Cooperation Agreement to be recorded in the land records of the state and county where the Real Property is located; 4.7.2.4 Deliver to Buyer the documents deposited into the Escrow for delivery to Buyer at the Close of Escrow; 4.7.2.5 Deliver to Seller (a) all funds and Paired Shares to be received by Seller from Buyer through the Escrow at the Close of Escrow less (i) all amounts to be paid by Seller for Escrow Holder's fees and expenses and (ii) all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Real Property or other matters pursuant to the written instruction of Seller, and (b) the documents deposited into the Escrow for delivery to Seller at the Close of Escrow; and 4.7.2.6 Cause the Title Policy to be issued by the Title Company and delivered to Buyer.

Close of Escrow. 4.7.1 The Escrow shall close on or before the Scheduled Closing Date. 4.7.2 Provided that Escrow Holder has not received from either party written notice of the failure of any condition precedent specified in Section 9 to the obligations of such party (or any previous such notice has been withdrawn), then when the parties have each deposited into the Escrow the documents and funds required by this Agreement and the Title Company is unconditionally prepared to issue the Title Policy at A. Simultaneously with the Close of Escrow, Escrow Holder Agent shall perform issue: 1. An ALTA Owner's Policy of Title Insurance ("Title Policy") to TUHSD in the amount of the Purchase Price, subject only to the following actions matters: a. A lien for real property taxes, bonds, and assessments not then due; and b. Approved Exceptions. B. OWNER shall deposit with Escrow Agent on or prior to the Close of Escrow the following documents: 1. A ▇▇▇▇▇ ▇▇▇▇ executed and acknowledged by OWNER conveying to TUHSD good and marketable fee simple title to the Property, subject only to the Approved Exceptions (collectively"Deed"); 2. OWNER's affidavit of non-foreign status as contemplated by Section 1445 of the Internal Revenue Code of 1986, as amended ("FIRPTA Affidavit"); and 3. Either California Franchise Tax Board Form 593-C or 593-W regarding the withholding of California taxes on the sale of California real estate (“Withholding Affidavit”); C. The conveyance of the Property to TUHSD and the closing of this transaction ("Close of Escrow" or the “Closing”) shall take place within thirty (30) days following the execution of this Agreement or on such other date as may be mutually agreed upon by OWNER and TUHSD (the "ClosingClosing Date"):). 4.7.2.1 D. On the Closing Date, Escrow Agent shall close Escrow as follows: 1. Record the Deed (marked for return to TUHSD) with the Sonoma Marin County Recorder (which shall be deemed delivery to TUHSD); 2. Issue the Title Policy; 3. Pro-rate taxes, assessments, rents, and other charges as provided in Section 8(f); 4. Charge TUHSD for those costs and expenses to be paid by TUHSD pursuant to this Agreement and disburse any net funds remaining after the preceding disbursements to TUHSD; 5. Prepare a and deliver to both TUHSD and OWNER one signed copy of ▇▇▇▇▇▇ Agent's closing statement showing all receipts and disbursements of the Escrow; and 6. Deliver to TUHSD the FIRPTA Affidavit and the Withholding Affidavit. E. If Escrow Agent is unable to simultaneously perform all of the instructions set forth above, Escrow Agent shall notify TUHSD and OWNER and retain all funds and documents pending receipt of further instructions jointly issued by ▇▇▇▇▇ and OWNER. ▇. ▇▇▇▇▇▇ Agent shall assess the following costs at the Close of Escrow: 1. TUHSD shall pay: a. All governmental conveyancing fees and taxes due upon transfer of the Property and all recording charges; b. The premium for the transaction for approval Title Policy; and c. All escrow fees charged by Seller Escrow Agent, together with any other fees, costs, expenses and Buyer charges paid or payable through Escrow. 2. Real property taxes shall be prorated at the Close of Escrow based on the most current real property tax bill available, including any additional property taxes that may be assessed after the Close of Escrow but that relate to a period prior to the Close of Escrow; 4.7.2.2 Insert , regardless of when notice of those taxes is received or who receives the Closing Date as notice. The parties shall agree on the date final proration of such taxes outside of escrow following the Closing. All installments of any undated document to bond or assessment that constitutes a lien on the Property at the Close of Escrow shall be paid by OWNER. G. Possession of the Property shall be delivered through Escrow; 4.7.2.3 Cause the Deed to be recorded in the land records of the state and county where the Real Property is located; 4.7.2.4 Deliver to Buyer the documents deposited into the Escrow for delivery to Buyer TUHSD at the Close of Escrow; 4.7.2.5 Deliver to Seller (a) all funds and Paired Shares to be received by Seller from Buyer through the Escrow at the Close of Escrow less (i) all amounts to be paid by Seller for Escrow Holder's fees and expenses and (ii) all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Real Property or other matters pursuant to the written instruction of Seller, and (b) the documents deposited into the Escrow for delivery to Seller at the Close of Escrow; and 4.7.2.6 Cause the Title Policy to be issued by the Title Company and delivered to Buyer.

Close of Escrow. 4.7.1 The Escrow Following written authorization to close from (i) Purchaser, and (ii) Seller (in each case, it being understood and agreed that email notice shall close on or before the Scheduled Closing Date. 4.7.2 Provided that Escrow Holder has not received from either party written notice of the failure of any condition precedent specified in Section 9 to the obligations of such party (or any previous such notice has been withdrawnbe sufficient), then and if and when the parties Purchaser and Seller have each deposited into escrow the Escrow the documents and funds matters required by this Agreement and the Title Company is unconditionally prepared to can and will issue the Title Policy at concurrently with the Close of EscrowClosing, Escrow Holder shall perform Company shall: 28 (i) Deliver to Seller: the following actions (collectivelyPurchase Price, "Close of Escrow" or "Closing"): 4.7.2.1 Prepare a closing statement for after satisfying the transaction for approval Closing costs, prorations and adjustments and any broker commission to be paid by Seller pursuant to Sections 12, 14 and Buyer prior 17, respectively. (ii) Deliver to the Close Seller: a copy of Escrow; 4.7.2.2 Insert the Closing Date as Statement and copies of the date (1) the Deed; (2) the Bill of any undated document Sale; (3) the Certificate of Non-Foreign Status and (4) the General Assignment and Assumption; and (5) the Co-Manufacturing Agreement. (iii) Deliver to be delivered through Escrow; 4.7.2.3 Cause Purchaser: (1) the Deed by causing them to be recorded in the land records applicable county registry of deeds and immediately upon recording delivering to Purchaser conformed copies of the state Deed; (2) the original Bill of Sale; (3) the original Certificate of Non-Foreign Status; (4) the original General Assignment and county where Assumption; and (5) the Real Property is located; 4.7.2.4 Co-Manufacturing Agreement. (iv) Deliver to Buyer Purchaser: any funds deposited by ▇▇▇▇▇▇▇▇▇, and any interest earned thereon, in excess of the documents deposited into the Escrow for delivery to Buyer at the Close of Escrow; 4.7.2.5 Deliver to Seller (a) all funds and Paired Shares to be received by Seller from Buyer through the Escrow at the Close of Escrow less (i) all amounts amount required to be paid by Seller for Escrow Holder's fees and expenses and (ii) all amounts paid Purchaser hereunder, as well as any other Closing Documents received by Escrow Holder Company not described in satisfaction of liens and encumbrances on the Real Property or other matters pursuant prior sub-section (iii); provided, however, that the original title affidavit shall be sent to the written instruction of Seller, and Title Company with a copy sent to Purchaser. (bv) the documents deposited into the Escrow for delivery to Seller at the Close of Escrow; and 4.7.2.6 Cause Deliver the Title Policy to be issued by the Title Company and delivered to BuyerPurchaser.