Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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(i) On the Closing Date, no Seller shall be in material default, following notice and expiration of applicable cure periods, in the performance of any covenant or agreement to be performed by such Seller under this Agreement or the Master Agreement. 0) On the Closing Date, all representations and warranties made by each Seller in Section 5.1 hereof shall be true and correct as if made on and as of the Closing Date and City shall have received an executed Seller's Closing Certificate(s) from each Seller, in which such Seller certifies to City that all representations and warranties made by such Seller in Section 5.1 hereof are true and correct on and as of the Closing Date, with only such exceptions as are specified in Seller's Closing Certificate(s). ARTICLE IX CLOSING Section 9.1 Procedure. The Parties shall deposit the following documents and funds into Escrow and cause to occur at the Closing on the Closing Date the following: (a) The Grant Deeds, duly executed and acknowledged by HCP and Met Life, respectively, and Certificates of Acceptance, if required, duly executed and acknowledged by City, shall be delivered to Escrow Holder to be recorded in the Official Records of the County of San Mateo, California, at Closing. (b) Four (4) counterparts of a General Assignment in the form of Attachment 7 attached hereto (the "General Assignment") shall be duly executed by each Seller and City, and Escrow Holder shall deliver to each of the Parties at Closing an original of the fully -executed General Assignment. (c) Each Seller shall date as of the Closing Date, execute and deliver to Escrow Holder for delivery to City at Closing (i) its Seller's Closing Certificate, (ii) a Certificate(s) of Non -Foreign Status in accordance with Section 1445 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder in the form attached hereto as Attachment 7, and (iii) satisfactory evidence that no California withholding of tax is required with respect to the sale of the Levee Assets. (d) City shall date its Buyer's Closing Certificate as of the Closing Date and execute and deliver such certificate to Escrow Holder for deliver to Seller at Closing. (e) City shall deposit with Escrow Holder the Met Life Initial Acquisition Price Payment and the HCP Initial Acquisition Price Payment for the Levee Assets, which payment amounts, less each Seller's share of prorations and Closing costs, shall be paid to Met Life and HCP, respectively, at Closing. OAK #48194834-1908 v20 Exhibit C Page 14