Agmt20 HCP, Met Life, SCOA - Laserfiche WebLink

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At the close of the Escrow, you are requested and instructed to: 1. Insert the Closing Date in any undated closing documents. 2. Attach the original Certificate of Acceptance for the HCP Deed to the original HCP Deed, and attach the original Certificate of Acceptance for the MetLife Deed to the original MetLife Deed. 3. Record the HCP Deed with the Certificate of Acceptance for the HCP Deed, and the MetLife Deed with the Certificate of Acceptance for the MetLife Deed, in the Official Records of San Mateo County, California, and deliver to the Parties conformed copies of the HCP Deed and the MetLife Deed, with the respective Certificates of Acceptance. 4. Disburse the Initial Acquisition Price Payment to HCP and MetLife as follows: a) HCP shall be paid an amount equal to Fifty -Four Percent (54%) of the total Initial Acquisition Price Payment. b) MetLife shall be paid an amount equal to Forty -Six Percent (46%) of the total Initial Acquisition Price Payment.. 5. Assemble four originals of the Assignment, each fully executed in counterpart. 6. Deliver to each Party an original, fully executed Assignment. 7. Deliver HCP's original Closing Certificate, MetLife's original Closing Certificate, and SCOA's original Closing Certificate to City, and deliver a duplicate copy of each Closing Certificate to HCP, MetLife, and SCOA. 8. Deliver the original or a duplicate copy of City's Closing Certificate to HCP, MetLife, and SCOA. 9. Issue to City an American Land Title Association ("ALTA") Extended Coverage Owner's Policy of Title Insurance, in an amount equal to the Acquisition Price as that term is defined in Section 1.2 of the Agreement (which amount City will specify before close of the Escrow), insuring City's title in the Levee Assets, subject only to the Permitted Exceptions. 10. File the information return for the sale of the Levee Assets as required by Section 6045 of the Internal Revenue Code of 1986, as amended, and the Income Tax Regulations thereunder. OAK 44819-4834-1908 v20 Attachment 2 to Exhibit C