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(I) A duly executed Certificate of Acceptance in the form shown in Exhibit B, as required by California Government Code Section 27281, (ii) Assignment of Leases (as described in Section 12 1), executed by Buyer. MidPen or the Limited Partnership, as applicable, (iii) Assignment of Contracts (as described in Section 12 3), executed by Buyer, MidPen or the Limited Partnership, as applicable. (iv) Such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the transaction contemplated hereby (B) No less than one (1) business day prior to the Close of Escrow, Buyer shall deposit into escrow immediately available funds in the amount equal to (I) the Purchase Price, as adjusted by any prorations between the Parties (unless the Purchase Price has been previously deposited), and (ii) funds in the amount necessary to pay closing costs as set forth in Section 9 below 8. Close of Escrow. The Parties intend to close escrow within five (5) days of removal of all contingencies and conditions, but not later than December 31, 2017, provided that (a) all contingencies described in Section 3 above have been satisfied, and (b) all of Buyer's and Seller's conditions to closing (described in Sections 11 and 15 below) have been satisfied or waived by the applicable Party by such date, unless this Agreement is terminated pursuant to the terms hereof or extended by mutual agreement of the Parties The Escrow Agent shall close escrow by (i) causing the Grant Deed to be recorded in the official records of Alameda County, California, (ii) issuing the Title Policy (described in Section 6 above) and delivering same to Buyer, (iii) delivering to Seller the monies constituting the Purchase Price less prorated amounts and charges to be paid by or on behalf of Seller, (iv) delivering the Reserves to Buyer, (v) delivering to Buyer a conformed copy of the Grant Deed indicating recording information thereon Possession of the Property shall be delivered to Buyer at the Close of Escrow, and (vi) delivering to Buyer and Seller counterpart copies of the executed Assignment of Leases. Assignment of Contracts, and Bill of Sale, if applicable 9. Closing Costs; Concurrent Closing for Ground Lease. Buyer shall pay all escrow fees. governmental transfer taxes and conveyance fees, and recording fees related to the purchase and sale of the Property Buyer will pay the cost of the title insurance premium for CLTA coverage for the Title Policy, and if Buyer so elects, the additional premium for an ALTA title insurance policy and the cost of any required survey The Parties acknowledge that their intent is that the sale of the Property to Buyer will close concurrently with the ground lease of the Property by City as lessor to the Limited Partnership as lessee, and that the Limited Partnership will be responsible for certain costs, including without limitation, the cost of a survey of the Property [, the cost of the Title Policy, and Buyer's closing costs for the acquisition of the 5 OAK#4845-6421-9189 v5