Common use of Conditions to Close of Escrow Clause in Contracts

Conditions to Close of Escrow. The Funds shall not be disbursed and none of the documents delivered hereunder shall be recorded (or filed) or delivered to any person or entity until each of the following conditions is satisfied: (1) You have received all of the Funds (and have determined that you have received funds sufficient to pay all amounts noted on the Closing Statement) and you are unconditionally and irrevocably prepared to wire or otherwise disburse the same in accordance with paragraph D below. (2) You have received the Recordation Document, the Non-Recordation Documents (collectively, the “Documents”) and you are unconditionally and irrevocably prepared to record the Recordation Document in accordance with paragraph D below. (3) You are unconditionally and irrevocably prepared to issue an Owner’s Policy on the terms required by the Purchase Agreement and in the form of the final marked Title Report or proforma Owner’s Policy approved in writing by Buyer and/or its counsel. (4) You have received all information necessary for filing the forms (the “Information Returns”) then required to be filed pursuant to Section 6045 of the Internal Revenue Code with respect to the transactions contemplated by the Purchase Agreement . In order to assure compliance with the requirements of Section 6045 of the Internal Revenue Code of 1986, as amended (the “Code”), and any related reporting requirements of the Code, the parties hereto agree as follows: (a) Seller and Buyer hereby designate the Escrow Agent as the person to be responsible for all information reporting under Section 6045(e) of the Code (the “Reporting 2890904.5 Exhibit C-2 Person”). Escrow Agent agrees to act as the Reporting Person and hereby assumes all responsibilities for information reporting required under Section 6045(e) of the Code. (b) Seller and Buyer hereby agree: (i) to provide to the Reporting Person all information and certifications regarding such Party, as reasonably requested by the Reporting Person or otherwise required to be provided by a Party to the transaction described herein under Section 6045 of the Code; and (ii) to provide to the Reporting Person such Party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Reporting Person is correct. (c) Each party hereto agrees to retain this Agreement for not less than four years from the end of the calendar year in which the Closing occurs, and to produce it to the Internal Revenue Service upon a valid request therefor. (5) You have received written authorization in the form of Exhibit ”A” attached hereto to close the transaction from each of the following: (a) Seller or a “Seller Closing Representative”. “Seller Closing Representative” means ▇▇▇▇▇ ▇▇▇▇▇▇▇ of Seller, or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. or ▇▇▇▇▇ ▇. Kai, Esq. of Pircher, ▇▇▇▇▇▇▇ & ▇▇▇▇▇; and

Conditions to Close of Escrow. The Funds shall not be disbursed a. Buyer’s obligation to purchase the Property and none of close Escrow is subject to and conditioned upon the documents delivered hereunder shall be recorded (or filed) or delivered to any person or entity until each satisfaction of the following conditions is satisfied:on or before the Close of Escrow, as indicated below (Seller agrees to use commercially reasonable efforts to complete the identified items, but Seller’s failure to complete the identified items notwithstanding such efforts shall not constitute a default by Seller under this Agreement): (1) You have received all of i. The Title Company shall be committed to issue the Funds (and have determined that you have received funds sufficient Title Policy for the Property to pay all amounts noted on the Closing Statement) and you are unconditionally and irrevocably prepared to wire or otherwise disburse the same Buyer in accordance with paragraph D below. (2) You have received the Recordation Document, the Non-Recordation Documents (collectively, the “Documents”) and you are unconditionally and irrevocably prepared to record the Recordation Document in accordance with paragraph D below. (3) You are unconditionally and irrevocably prepared to issue an Owner’s Policy on the terms required by the Purchase Agreement and in the form of the final marked Title Report or proforma Owner’s Policy approved in writing by Buyer and/or its counsel. (4) You have received all information necessary for filing the forms (the “Information Returns”) then required to be filed pursuant to Section 6045 of the Internal Revenue Code with respect to the transactions contemplated by the Purchase Agreement . In order to assure compliance with the requirements of Section 6045 9 above; ii. The physical condition of the Internal Revenue Code Property shall not have changed in any material, adverse manner; iii. The representations and warranties of 1986, as amended (Seller shall be true and correct on the “Code”)Closing Date, and Seller shall not be (or deemed to be) in material breach of any related reporting representation or warranty given by Seller under Section 7.a above; iv. Seller shall not otherwise be in default in the performance of any of its material obligations under this Agreement. v. The requirements of Section 32 below have been satisfied as of the Code, Close of Escrow. b. Seller’s obligation to sell the parties hereto agree as followsProperty and close the Escrow is subject to and conditioned upon the satisfaction of the following conditions on or before the Close of Escrow: (a) Seller i. The representations and warranties of Buyer shall be true and correct on the Closing Date, and Buyer hereby designate shall not be in material breach of any representation or warranty given by Buyer under Section 8 above; ii. Buyer shall have timely executed and delivered to Escrow Holder the items described in Section 11.b below; iii. Buyer shall have deposited into the Escrow Agent as the person to be responsible for all information reporting under Section 6045(e) of the Code (the “Reporting 2890904.5 Exhibit C-2 Person”). Escrow Agent agrees to act as the Reporting Person and hereby assumes all responsibilities for information reporting required under Section 6045(e) of the Code. (b) Seller and Buyer hereby agree: (i) to provide to the Reporting Person all information and certifications regarding such Party, as reasonably requested by the Reporting Person or otherwise funds required to pay the Purchase Price and Buyer’s share of pro-rations and closing costs; iv. the Title Company shall be provided by a Party committed to issue the transaction described herein under Title Policy to Buyer in accordance with the requirements of Section 6045 of the Code9 above; and (ii) to provide to the Reporting Person such Party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on v. Buyer shall not be in default of any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed obligation of Buyer under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Reporting Person is correctthis Agreement. (c) Each party hereto agrees to retain this Agreement for not less than four years from the end of the calendar year in which the Closing occurs, and to produce it to the Internal Revenue Service upon a valid request therefor. (5) You have received written authorization in the form of Exhibit ”A” attached hereto to close the transaction from each of the following: (a) Seller or a “Seller Closing Representative”. “Seller Closing Representative” means ▇▇▇▇▇ ▇▇▇▇▇▇▇ of Seller, or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. or ▇▇▇▇▇ ▇. Kai, Esq. of Pircher, ▇▇▇▇▇▇▇ & ▇▇▇▇▇; and

Conditions to Close of Escrow. The Funds shall not be disbursed and none of the documents delivered hereunder shall be recorded (or filed) or delivered to any person or entity until each of the following conditions is satisfied: (1) You have received all of the Funds (and have determined that you have received funds sufficient to pay all amounts noted on the Closing Statement) and you are unconditionally and irrevocably prepared to wire or otherwise disburse the same in accordance with paragraph D below. (2) You have received the Recordation Document, the Non-Recordation Documents (collectively, the “Documents”) and you are unconditionally and irrevocably prepared to record and/or file the Recordation Document in accordance Deed with paragraph D belowthe official records of San Mateo County. (3) You are unconditionally and irrevocably prepared to issue to Buyer an Owner’s 's Policy on the terms required by the Purchase Agreement and in the form of the final marked Title Report or proforma Owner’s Policy approved in writing by Buyer and/or its counselpro forma negotiated between you and Buyer. (4) You have received all information necessary for filing the forms (the “Information Returns”) then required to be filed pursuant to Section 6045 of the Internal Revenue Code with respect to the transactions contemplated by the Purchase Agreement . In order to assure compliance with the requirements of Section 6045 (including Seller's written approval of the Internal Revenue Code amount of 1986, gross proceeds to be shown on the Information Returns) and you are unconditionally and irrevocably prepared to serve as amended the designated “reporting person” (with such term having the “Code”), and any related reporting requirements meaning prescribed in §1.6045‑4(a) of the CodeRegulations) in accordance with §1.6045‑4(e)(5) of the Regulations and, the parties hereto agree as follows: accordingly, (a) Seller and Buyer hereby designate the Escrow Agent as the person to be responsible for file all information reporting under Section 6045(e) of the Code (the “Reporting 2890904.5 Exhibit C-2 Person”). Escrow Agent agrees to act as the Reporting Person and hereby assumes all responsibilities for information reporting returns required under Section 6045(e) the Regulations in respect of the Code. such transactions, and (b) Seller and Buyer hereby agree: (i) to provide furnish to the Reporting Person all information and certifications regarding Seller any statements required under the Regulations in respect of such Party, as reasonably requested by the Reporting Person or otherwise required to be provided by a Party to the transaction described herein under Section 6045 of the Code; and (ii) to provide to the Reporting Person such Party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Reporting Person is correct. (c) Each party hereto agrees to retain this Agreement for not less than four years from the end of the calendar year in which the Closing occurs, and to produce it to the Internal Revenue Service upon a valid request therefor.transactions. L-2 (5) You have received written authorization in the form of Exhibit ”A” attached hereto to close the transaction (which may be provided by e-mail) from each of the following: : (a) Seller or a “Seller Seller's Closing Representative”. “Seller Seller's Closing Representative” means ▇▇▇▇▇▇ ▇▇▇▇ of Seller or ▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇. ▇▇▇▇▇ of Seller, ▇▇▇▇▇ ▇▇▇▇▇ LLP; and (b) Buyer or a Buyer's Closing Representative. “Buyer's Closing Representative” means ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. ▇ of Buyer or ▇▇▇▇▇ ▇. Kai, Esq. of Pircher, ▇▇▇▇▇▇▇ & ▇▇▇▇▇; and▇ or ▇▇▇▇▇▇ ▇▇▇ of ▇▇▇▇ ▇▇▇▇▇ LLP. Without limitation on paragraph J below, Buyer and Seller agree, as between themselves, that the delivery of the foregoing authorizations is not an additional condition to the obligation of Buyer or Seller to close the sale contemplated by the Purchase Agreement (the conditions to Closing being set forth in the Purchase Agreement). The purpose of the foregoing authorizations is simply to enable you to close this escrow (after satisfaction of the other requirements in this paragraph C) without having to determine whether the conditions to Closing set forth in the Purchase Agreement have been satisfied. D.

Conditions to Close of Escrow. The Upon delivery of the Additional Funds and the Documents to you, the Funds shall not be disbursed and none of the documents delivered hereunder Documents shall be recorded (or filed) or delivered to any person or entity until each of the following conditions is satisfied: (1) You have received all of the Funds (and have determined that you have received funds sufficient to pay all amounts noted on the Closing Statement) and you are unconditionally and irrevocably prepared to wire or otherwise disburse the same in accordance with paragraph D below. (2) You have received the Recordation Document, Documents and the Non-Recordation Documents (collectively, the “Documents”) and you are unconditionally and irrevocably prepared to record the Recordation Document Documents in accordance with paragraph D below. In addition, you must confirm that the Documents have been properly dated and duly executed, that all blanks therein have been filled in, that the name and capacity of every signer (including all witnesses and notaries) are typed or printed below each signature line, and that all required exhibits/schedules to the Documents have been attached, are properly labeled and properly describe the real property intended to be conveyed thereby or referenced therein, as described in the applicable Commitment. (3) You All requirements in Schedule B, Section 1 of each of the Commitments have been satisfied or waived by Buyer and you are unconditionally irrevocably committed and irrevocably prepared to issue an the Owner’s Policy on Policies without additional exceptions and without any exception for matters arising or recorded after the terms required by the Purchase Agreement and in the form effective date of the final marked Title Report Commitments, except as may be waived by Buyer. By your acceptance of these instructions, you acknowledge and agree that, upon your disbursement of the Funds, or proforma any portion thereof, all title insurance premiums have been paid in full and the Commitments shall constitute the Owner’s Policy approved Policies effective as of the Closing Date until receipt of the original Owner’s Policies, and you agree to accept all risks and liabilities for the issuance of the Owner’s Policies in writing by Buyer and/or its counselaccordance with these instructions. (4) You have received all information necessary for filing the forms (the “Information Returns”) then required to be filed pursuant to Section 6045 of the Internal Revenue Code with respect to the transactions contemplated by the Purchase Agreement . In order to assure compliance with the requirements of Section 6045 (including Seller’s written approval of the Internal Revenue Code amount of 1986, gross proceeds to be shown on the Information Returns) and you are unconditionally and irrevocably prepared to serve as amended the designated “reporting person” (with such term having the meaning prescribed in §1.6045–4(a) of the U.S. Treasury Regulations (the “CodeRegulations”), and any related reporting requirements ) in accordance with §1.6045–4(e)(5) of the CodeRegulations and, the parties hereto agree as follows: accordingly, (a) Seller and Buyer hereby designate the Escrow Agent as the person to be responsible for file all information reporting under Section 6045(e) of the Code (the “Reporting 2890904.5 Exhibit C-2 Person”). Escrow Agent agrees to act as the Reporting Person and hereby assumes all responsibilities for information reporting returns required under Section 6045(e) the Regulations in respect of the Code. such transactions, and (b) furnish to Seller and Buyer hereby agree: (i) to provide to any statements required under the Reporting Person all information and certifications regarding Regulations in respect of such Party, as reasonably requested by the Reporting Person or otherwise required to be provided by a Party to the transaction described herein under Section 6045 of the Code; and (ii) to provide to the Reporting Person such Party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Reporting Person is correct. (c) Each party hereto agrees to retain this Agreement for not less than four years from the end of the calendar year in which the Closing occurs, and to produce it to the Internal Revenue Service upon a valid request therefortransactions. (5) You have received written authorization in the form of Exhibit ”“A” attached hereto to close the transaction from each of the following: (a) Seller or a “Seller Closing Representative”. “Seller Closing Representative” means (i.e., ▇▇▇▇▇ ▇▇▇▇ [▇▇▇-▇▇▇-▇▇▇▇], ▇▇▇▇ ▇▇▇▇▇▇▇▇ [▇▇▇-▇▇▇-▇▇▇▇], or ▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇-▇▇▇-▇▇▇▇] of Seller, or ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. [▇▇▇-▇▇▇-▇▇▇▇] or ▇▇▇▇▇▇ ▇. Kai▇▇▇▇▇▇▇, Esq. [▇▇▇-▇▇▇-▇▇▇▇] of Pircher, ▇▇▇▇▇▇▇ & ▇▇▇▇▇); and (b) Buyer or a “Buyer Closing Representative” (i.e., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq. [804-775-4331]). The purpose of the foregoing authorizations is to enable you to close this escrow (after satisfaction of the other requirements in this paragraph C) without having to determine whether the conditions to Closing set forth in the Agreement have been satisfied.

Conditions to Close of Escrow. The Funds shall not be disbursed and none of the documents delivered hereunder shall be recorded (or filed) or delivered to any person or entity until each of the following conditions is satisfied: (1) You have received all of the Funds (and have determined that you have received funds sufficient to pay all amounts noted on the Closing Statement) and you are unconditionally and irrevocably prepared to wire or otherwise disburse the same in accordance with paragraph D below. (2) You have received the Recordation Document, the Non-Recordation Documents (collectively, the “Documents”) and you are unconditionally and irrevocably prepared to record the Recordation Document in accordance with paragraph D below. (3) You are unconditionally and irrevocably prepared to issue an Owner’s Policy on the terms required by the Purchase Agreement and in the form of the final marked Title Report or proforma Owner’s Policy approved in writing pro-forma title insurance policy agreed upon by you and Buyer and/or its counsel.prior to the expiration of the Due Diligence Period and to be attached hereto upon the expiration of the Due Diligence Period as Exhibit “A.” (4) You have received all information necessary for filing the forms (the “Information Returns”) then required to be filed pursuant to Section 6045 of the Internal Revenue Code with respect to the transactions contemplated by the Purchase Agreement . In order to assure compliance with the requirements of Section 6045 (including Seller’s written approval of the Internal Revenue Code amount of 1986, gross proceeds to be shown on the Information Returns) and you are unconditionally and irrevocably prepared to serve as amended the designated “reporting person” (with such term having the “Code”), and any related reporting requirements meaning prescribed in §1.6045-4(a) of the CodeRegulations) in accordance with §1.6045-4(e)(5) of the Regulations and, the parties hereto agree as follows: accordingly, (a) Seller and Buyer hereby designate the Escrow Agent as the person to be responsible for file all information reporting under Section 6045(e) of the Code (the “Reporting 2890904.5 Exhibit C-2 Person”). Escrow Agent agrees to act as the Reporting Person and hereby assumes all responsibilities for information reporting returns required under Section 6045(e) the Regulations in respect of the Code. such transactions, and (b) Seller and Buyer hereby agree: (i) to provide furnish to the Reporting Person all information and certifications regarding Seller any statements required under the Regulations in respect of such Party, as reasonably requested by the Reporting Person or otherwise required to be provided by a Party to the transaction described herein under Section 6045 of the Code; and (ii) to provide to the Reporting Person such Party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Reporting Person is correct. (c) Each party hereto agrees to retain this Agreement for not less than four years from the end of the calendar year in which the Closing occurs, and to produce it to the Internal Revenue Service upon a valid request therefortransactions. (5) You have received written authorization in the form of Exhibit ”AB” attached hereto to close the transaction from each of the following: (a) Seller or a “Seller Closing Representative”. “Seller Closing Representative” means ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ of Seller, or ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. or ▇ of ▇▇▇▇▇ ▇. Kai, Esq. of Pircher▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇; and

Conditions to Close of Escrow. The Funds shall not be disbursed and none of the documents delivered hereunder shall be recorded (or filed) or delivered to any person or entity until each of the following conditions is satisfied: (1) You have received all of the Funds (and have determined that you have received funds sufficient to pay all amounts noted on the Closing Statement) and you are unconditionally and irrevocably prepared to wire or otherwise disburse the same in accordance with paragraph D below. (2) You have received the Recordation Document, the Non-Recordation Documents (collectively, the “Documents”) and you are unconditionally and irrevocably prepared to record and/or file the Recordation Document in accordance Deed with paragraph D belowthe official records of San Mateo County. (3) You are unconditionally and irrevocably prepared to issue to Buyer an Owner’s 's Policy on the terms required by the Purchase Agreement and in the form of the final marked Title Report or proforma Owner’s Policy approved in writing by Buyer and/or its counselpro forma negotiated between you and Buyer. (4) You have received all information necessary for filing the forms (the “Information Returns”) then required to be filed pursuant to Section 6045 of the Internal Revenue Code with respect to the transactions contemplated by the Purchase Agreement . In order to assure compliance with the requirements of Section 6045 (including Seller's written approval of the Internal Revenue Code amount of 1986, gross proceeds to be shown on the Information Returns) and you are unconditionally and irrevocably prepared to serve as amended the designated “reporting person” (with such term having the “Code”), and any related reporting requirements meaning prescribed in §1.6045‑4(a) of the CodeRegulations) in accordance with §1.6045‑4(e)(5) of the Regulations and, the parties hereto agree as follows: accordingly, (a) Seller and Buyer hereby designate the Escrow Agent as the person to be responsible for file all information reporting under Section 6045(e) of the Code (the “Reporting 2890904.5 Exhibit C-2 Person”). Escrow Agent agrees to act as the Reporting Person and hereby assumes all responsibilities for information reporting returns required under Section 6045(e) the Regulations in respect of the Code. such transactions, and (b) Seller and Buyer hereby agree: (i) to provide furnish to the Reporting Person all information and certifications regarding Seller any statements required under the Regulations in respect of such Party, as reasonably requested by the Reporting Person or otherwise required to be provided by a Party to the transaction described herein under Section 6045 of the Code; and (ii) to provide to the Reporting Person such Party’s taxpayer identification number and a statement (on Internal Revenue Service Form W-9 or an acceptable substitute form, or on any other form the applicable current or future Code sections and regulations might require and/or any form requested by the Reporting Person), signed under penalties of perjury, stating that the taxpayer identification number supplied by such party to the Reporting Person is correct. (c) Each party hereto agrees to retain this Agreement for not less than four years from the end of the calendar year in which the Closing occurs, and to produce it to the Internal Revenue Service upon a valid request therefortransactions. (5) You have received written authorization in the form of Exhibit ”A” attached hereto to close the transaction (which may be provided by e-mail) from each of the following: (a) Seller or a “Seller Seller's Closing Representative”. “Seller Seller's Closing Representative” means ▇▇▇▇▇▇ ▇▇▇▇ of Seller or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of Seller, or ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. or ▇ of ▇▇▇▇▇ ▇. Kai, Esq. of Pircher, ▇▇▇▇▇▇▇ & ▇▇▇▇▇LLP; and