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2.3 Condition of Title to Property <br />Seller shall cause the conveyance of title to the Property to Buyer as <br />evidenced by an ALTA 2006 Owner's Policy of Title Insurance covering the Property and <br />any easements appurtenant thereto ( "Title Policy ") issued by Fidelity National Title <br />Insurance Company ( "Title Company ") in an amount equal to the Purchase Price. During <br />the Due Diligence Period, Buyer shall have the right to obtain and examine: (i) an ALTA title <br />commitment (the "Title Commitment ") binding the Title Company to issue the Title Policy <br />to Buyer; and (ii) an ALTA /AGSM survey of the Property. The Title Policy shall show as <br />exceptions with respect to the Property only matters approved in writing by Buyer, which <br />approval shall be delivered in writing by Buyer to Seller prior to the expiration of the Due <br />Diligence Period. Buyer shall in addition have approved in writing the legal description of <br />the Property to be set forth in the Title Policy prior to the expiration of the Due Diligence <br />Period. At the Close of Escrow, Seller shall cause all standard title exceptions typically <br />appearing on an ALTA title insurance policy, including the gap exception, the exception <br />relating to parties in possession, the survey exception, and all exceptions related to <br />mechanics liens to be deleted from the Title Commitment. <br />2.4 Escrow and Closing Costs <br />Buyer shall pay the cost of the Title Policy, the Escrow Fees and all <br />documentary transfer fees and recording fees, as may be applicable, and all other costs <br />and expenses incurred related to the purchase of the Property by Buyer. If applicable, <br />Buyer shall also pay for the appraisal cost of the Property (collectively, "Closing Costs "). <br />Seller shall pay all other costs and expenses incurred by Seller related to the sale of the <br />Property. <br />2.5 Deposit of Funds and Documents <br />(a) Prior to Close of Escrow, Buyer shall deposit into Escrow (i) the <br />Escrow Deposit, (ii) all escrow and Closing Costs as described above; (iii) the Closing <br />Payment; and (iv) such other documentation as is necessary to close Escrow; provided, <br />however, that Buyer shall not be required to deposit the Closing Payment until Buyer has <br />been notified by Escrow Holder that (i) Seller has delivered to Escrow Holder each of the <br />documents and instruments to be delivered by Seller in connection with the sale of the <br />Property, (ii) Title Company is irrevocably and unconditionally committed to issue and <br />deliver the Title Policy, and (iii) the only impediment to Close of Escrow is delivery of such <br />amount by or on behalf of Buyer. <br />(b) Prior to the Close of Escrow, Seller shall deposit into Escrow <br />(i) the properly executed grant deed for conveyance of the Property to Buyer; (ii) a duly <br />executed bill of sale, assignment and assumption agreement from Sellerwith respect to the <br />tangible and intangible personal property included in the Property; and (iii) such other <br />documents and sums, if any, as are necessary to close Escrow in conformance herewith. <br />3 <br />