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(v) Authority. Such proof of Seller's authority and authorization to enter <br />into this Agreement and to consummate this transaction as may be reasonably requested by Buyer <br />and the Title Company. <br />(vi) Further Documents or Items. Any other documents or items <br />reasonably required to close the transaction contemplated by this Agreement as determined by the <br />Title Company. <br />(b) Failure to Deliver. Should any of Seller's Delivered Items not be timely <br />delivered to Escrow or to Buyer, Buyer may, by written notice to Seller, terminate this Agreement; <br />provided, however, that Buyer may (but shall not be obligated to) in such notice provide Seller with <br />five (5) business days to deliver all of Seller's Delivered Items. If Buyer's notice provides Seller <br />such five (5) business days to deliver Seller's Delivered Items, and if Seller's Delivered Items are <br />not delivered within such period, then this Agreement shall automatically terminate without further <br />action or notice. In the event of any such termination, any cash deposited by Buyer shall <br />immediately be returned to Buyer. Under no circumstances shall Buyer have any responsibility to <br />or duty to pay consultants or real estate brokers retained by Seller, Seller being solely responsible in <br />connection with any such contractual arrangements of Seller. <br />9. Buyer's Deliveries to Escrow. At least one (1) business day prior to the Closing <br />Date, Buyer shall deposit or cause to be deposited with Escrow Holder the following, each duly <br />executed and acknowledged by Buyer, as appropriate ( "Buyer's Delivered Items "): <br />(a) Purchase Price. The Purchase Price, together with additional funds <br />necessary to pay Buyer's closing costs set forth in Section 10(b) herein. <br />(b) Change of Ownership Rem. One (1) original Preliminary Change of <br />Ownership Report. <br />(c) Final Escrow Instructions. Buyer's final written escrow instructions to close <br />escrow in accordance with the terms of this Agreement. <br />(d) Authori . Such proof of Buyer's authority and authorization to enter into <br />this Agreement and to consummate the transaction contemplated hereby as may be reasonably <br />requested by Seller or the Title Company. <br />(e) Further Documents or Items. Any other documents or items reasonably <br />required to close the transaction contemplated by this Agreement as determined by the Title <br />Company. <br />10. Costs and Expenses. <br />(a) Seller's Costs. If the transaction contemplated by this Agreement is <br />consummated, then Seller shall be debited for and bear the following costs: (i) costs and charges <br />associated with the removal of encumbrances; (ii) Seller's share of prorations; and (iii) costs, if any, <br />allocable to Seller under this Agreement and costs for such services as Seller may additionally <br />request that Escrow perform on its behalf (which foregoing items collectively constitute "Seller's <br />Costs and Debited Amounts "). <br />