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6.2. Items to be Executed and Delivered by Seller at Closing. <br />6.2.1. Seller. At the Closing, Seller shall execute (where appropriate) and deliver or <br />cause to be delivered to Purchaser or the Title Company, the following items: <br />6.2.1.(a) A special warranty deed in substantially the form attached hereto as <br />Exhibit "C", subject only to the Permitted Title Exceptions; <br />6.2.1.(b) <br />A certificate, <br />in the form, or substantially the <br />form, attached as <br />Exhibit "D", in compliance with Section 1445 of <br />regulations promulgated thereunder (the "Code"), <br />States identification number and that Seller is not <br />the Internal Revenue Code of 1986, as amended, and <br />stating under penalty of perjury the Seller's United <br />a "foreign person" as that term is defined in Section <br />1445; <br />Seller <br />or <br />the Title Company, the <br />6.2.1.(c) A seller's affidavit, in the form, or substantially the form, attached as <br />Exhibit "E"; <br />6.2.1.(d) Four (4) duplicate originals of the closing statement itemizing all <br />credits between Seller and Purchaser and all closing costs to be disbursed through the escrow account of <br />the closing agent in connection with the Closing, and setting forth all special stipulations with respect to <br />the Closing as may be mutually acceptable to Seller and Purchaser, including authorization of and <br />direction to the closing agent to disburse funds in accordance with said closing statement; and <br />Policy). <br />6.2.1.(e) The "marked -up" title commitment referenced in Section 5.5 (Title <br />6.3. Items to be Executed and Delivered by Purchaser at Closing. <br />6.3.1. <br />At <br />the Closing, Purchaser <br />shall execute (where <br />appropriate) and deliver or cause <br />to be delivered to <br />Seller <br />or <br />the Title Company, the <br />following items: <br />6.3.1.(a) The Purchase Price, subject to all prorations and adjustments as set <br />forth in this Agreement; <br />6.3.1.(b) Four (4) duplicate originals of the closing statement itemizing all <br />credits between Seller and Purchaser and all closing costs to be disbursed through the escrow account of <br />the closing agent in connection with the Closing, and setting forth all special stipulations with respect to <br />the Closing as may be mutually acceptable to Seller and Purchaser, including authorization of and <br />direction to the closing agent to disburse funds in accordance with said closing statement; and <br />6.3.1_(c) Appropriate evidence of authorization reasonably satisfactory to the <br />Title Company regarding the consummation of the transaction contemplated by this Agreement <br />(including, without limitation, the approval contemplated under Article 4 [Approval By Board of <br />Commissioners]) and any other items reasonably requested by the Title Company as administrative <br />requirements for issuing the Title Policy and consummating the Closing. <br />6.4. Payment of Purchase Price. <br />Purchaser agrees to deliver the Purchase Price in immediately available United States money by <br />way of wire transfer to an account or accounts designated by Seller, along with every other document or <br />item required pursuant to Section 6.3 (Items to be Executed and Delivered by Purchaser at Closing) above <br />to be delivered by Purchaser to Seller, at Closing no later than 12:00 noon Eastern Time on the Closing <br />Date. If Seller shall have failed to receive written confirmation of receipt of a federal wire transfer of <br />January 8, 2W8 <br />