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2. Acquisition of the Broadwav Avenue Pronertv by A$enev. a. The execution of this Agreement by District shall constitute an offer to convey fee title to the Broadway Avenue Property to Agency, subject to the terms and conditions stated herein. b. The execution of this Agreement by Agency shall constitute an acceptance of District's offer to convey fee title to the Broadway Avenue Property, subject to the terms and conditions set forth herein. c. Agency's acceptance of District's offer to convey fee title to the Broadway Avenue Property shall be conditioned on the simultaneous transfer of fee title to the Bradford Street Property from Agency to District. d. Upon close of escrow, Agency shall receive a fee simple interest in the Broadway Avenue Property, subject only to easements of record, taxes, and existing obligations created through the redevelopment agency, and specifically excepting those encumbrances required to be removed pursuant to section 7, below, and further subject to two existing leases on commercial units commonly known as 846 Jefferson Avenue, units 4 and 5, and 846 Jefferson Avenue, unit 14. 3. Escrow. a. Escrow has been established with First American Title Company ("the Escrow Holder"). All matters relating to escrow for the acquisition of the properties that are the subject of this Agreement shall be handled by the Escrow Holder. The parties shall promptly prepare escrow instructions, as requested by the Escrow Holder, adequate to fully carry out the terms and conditions of this Agreement. Such escrow instructions shall incorporate the provisions of this Agreement. b. Close of escrow shall occur no later than _ days after the date this Agreement is fully executed by the parties, unless extended in writing by the Director of Agency and the Superintendent of District, and subject to any right either party may have under this Agreement to