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12. Closing Procedure. When the Title Company is ready to issue the Buyer's Title <br />Policy and all required documents and funds have been deposited with Escrow Holder, Escrow <br />Holder shall immediately close Escrow in the manner and order provided below. Alternatively, if <br />Seller makes the election to close without use of an escrow pursuant to Section 3(b) hereof, Seller <br />shall accomplish the matters set forth in this Section 12. <br />(a) Recording. Escrow Holder shall cause the Deed to be recorded pursuant to <br />applicable law in the county in which the Real Property is located and obtain conformed copies <br />thereof for distribution to Buyer and Seller. <br />(b) Disburse Funds. Escrow Holder shall debit or credit (as provided herein) all <br />Buyer's Costs and Debited Amounts, Seller's Costs and Debited Amounts and General Expenses, <br />prorate matters and withhold funds as provided herein. The Purchase Price, less any applicable <br />debits or credits (as provided herein) shall be distributed by check payable to Seller unless Escrow <br />Holder is instructed otherwise in writing signed by Seller (and, in such event, in accordance with <br />such instructions). Seller authorizes Escrow Holder to request demands for payment and to make <br />such payments from the Purchase Price (or such other funds, if any, as are advanced by Seller) to <br />defray the cost of removing deeds of trust, liens and other encumbrances. <br />(c) Documents to Seller. Escrow Holder shall deliver to Seller a conformed <br />copy of the Deed, and documents, if any, recorded on behalf of any lender, as duly recorded among <br />the official land records of the County of Orange, and a copy of each other document (or copies <br />thereof) deposited into Escrow by Buyer pursuant hereto. <br />(d) Documents to Buyer. Escrow Holder shall deliver to Buyer the original <br />FIRPTA Certificate, the original California Exemption Certificate (as applicable), and a conformed <br />copy of each of the Deed as duly recorded among the official land records of the County of Orange, <br />the Natural Hazard Report, and each other document (or copies thereof) deposited into Escrow by <br />Seller pursuant hereto, including, without limitation, those documents referenced in Section 8. <br />(e) Title Company. Escrow Holder shall cause the Title Company to issue the <br />Buyer's Title Policy to Buyer. <br />(f) Closing Statement. Escrow Holder shall forward to both Buyer and Seller a <br />separate accounting of all funds received and disbursed for each party. <br />(g) Informational Reports. Escrow Holder shall file any information reports <br />required by Internal Revenue Code Section 6045(e), as amended. <br />(h) Possession. Possession of the Real Property shall be delivered to Buyer at <br />the Closing. <br />13. Representations and Warranties. <br />(a) Seller's Representations and Warranties. In consideration of Buyer entering <br />into this Agreement and as an inducement to Buyer to purchase the Real Property, Seller makes the <br />following representations and warranties as of the Effective Date and as of the Closing, each of <br />which is material and is being relied upon by Buyer (and the truth and accuracy of which shall <br />constitute a condition precedent to Buyer's obligations hereunder), and all of which are material <br />