Common use of Close of Escrow Clause in Contracts

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. 4.7.1 The Escrow shall close on or before the Scheduled Closing Date. 4.7.2 Provided that the Title Company Escrow Holder has not received from Seller or Purchaser either party written notice of the failure of any written termination notice as described and provided for condition precedent specified in Section 4.5 9 to the obligations of such party (or if any previous such a notice has been previously receivedwithdrawn), provided that then when the parties have each deposited into the Escrow the documents and funds required by this Agreement and the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, is unconditionally prepared to issue the Title Company will:Policy at the Close of Escrow, Escrow Holder shall perform the following actions (collectively, "Close of Escrow" or "Closing"): (a) If applicable 4.7.2.1 Prepare a closing statement for the transaction for approval by Seller and when required, file with Buyer prior to the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) Close of the Internal Revenue Code and Section 4.9Escrow; (b) 4.7.2.2 Insert the applicable Closing Date as the date of any undated document to be delivered to the Title Company undated, and assemble counterparts into single instrumentsthrough Escrow; (c) Disburse 4.7.2.3 Cause the Deed to Seller, by wire transfer be recorded in the land records of the state and county where the Real Property is located; 4.7.2.4 Deliver to Buyer the documents deposited into the Escrow for delivery to Buyer at the Close of Escrow; 4.7.2.5 Deliver to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, (a) all sums funds and Paired Shares to be received by Seller from Purchaser Buyer through the Escrow at the Closing, comprised Close of the Purchase Price as adjusted in accordance with the provisions of this Agreement; Escrow less (di) Deliver the Deed to Purchaser by agreeing to cause the same all amounts to be recorded paid by Seller for Escrow Holder's fees and expenses and (ii) all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Official Records and agreeing Real Property or other matters pursuant to obtain conformed copies the written instruction of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceeds, all and (b) the documents deposited with into the Title Company Escrow for delivery to Seller at the ClosingClose of Escrow; and (g) Deliver 4.7.2.6 Cause the Title Policy to Purchaser (i) all documents deposited with be issued by the Title Company for delivery and delivered to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this AgreementBuyer.

Close of Escrow. 4.7.1 The Escrow shall close on or before the Scheduled Closing Date. 4.7.2 Provided that the Title Company Escrow Holder has not received from Seller or Purchaser either party written notice of the failure of any written termination notice as described and provided for condition precedent specified in Section 4.5 SECTION 9 to the obligations of such party (or if any previous such a notice has been previously receivedwithdrawn), provided that then when the parties have each deposited into the Escrow the documents and funds required by this Agreement and the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, is unconditionally prepared to issue the Title Company will:Policy at the Close of Escrow, Escrow Holder shall perform the following actions (collectively, "Close of Escrow" or "Closing"): (a) If applicable 4.7.2.1 Prepare a closing statement for the transaction for approval by Seller and when required, file with Buyer prior to the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) Close of the Internal Revenue Code and Section 4.9Escrow; (b) 4.7.2.2 Insert the applicable Closing Date as the date of any undated document to be delivered to the Title Company undated, and assemble counterparts into single instrumentsthrough Escrow; (c) Disburse 4.7.2.3 Cause the Deed to Seller, by wire transfer be recorded in the land records of the state and county where the Real Property is located; 4.7.2.4 Deliver to Buyer the documents deposited into the Escrow for delivery to Buyer at the Close of Escrow; 4.7.2.5 Deliver to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, (a) all sums funds and Paired Shares to be received by Seller from Purchaser Buyer through the Escrow at the Closing, comprised Close of the Purchase Price as adjusted in accordance with the provisions of this Agreement; Escrow less (di) Deliver the Deed to Purchaser by agreeing to cause the same all amounts to be recorded paid by Seller for Escrow Holder's fees and expenses and (ii) all amounts paid by Escrow Holder in satisfaction of liens and encumbrances on the Official Records and agreeing Real Property or other matters pursuant to obtain conformed copies the written instruction of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceeds, all and (b) the documents deposited with into the Title Company Escrow for delivery to Seller at the ClosingClose of Escrow; and (g) Deliver 4.7.2.6 Cause the Title Policy to Purchaser (i) all documents deposited with be issued by the Title Company for delivery and delivered to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this AgreementBuyer.

Close of Escrow. Provided that all conditions to the Title Company has Closing set forth in this Agreement have been satisfied or, as to any condition not received from Seller satisfied, waived by the Party or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously receivedParties intended to be benefited thereby, provided that on the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3Closing Date, the Title Company willEscrow Agent shall conduct the Closing by recording or distributing the following documents and funds in the following order and manner: (a) If applicable and when required, file with Submit the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) Act of the Internal Revenue Code and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered Sale to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller Lafayette Parish Clerk of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same Court’s office to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recordingRecords; (eb) Issue Deliver the Cash Balance to Purchaser Seller (subject to appropriate prorations as set forth in this Agreement and other items chargeable to Seller) pursuant to written wire transfer instructions delivered by Seller to the Title Policy required by Section 6.2(a) of this AgreementEscrow Agent; (fc) Deliver After retaining the Holdback Amount pursuant to Sellerthe Escrow Agreement, deliver the remaining funds, if any, to Buyer (after taking into account all pro-rations as set forth in addition this Agreement and other items chargeable to Seller's Closing proceeds, all documents deposited with the Title Company for delivery Buyer) pursuant to Seller at written wire transfer instructions delivered by Buyer to the ClosingEscrow Agent; and (gd) Deliver one complete set of signed counterparts of the Closing documents to Purchaser (i) all Buyer and one complete set of signed counterparts of the Closing documents to Seller, and deliver to Buyer and Seller, respectively, such other documents that have been deposited with the Title Company in Escrow for delivery to Purchaser the applicable Parties at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 4.6 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), and subject in all events to the terms and conditions of this Agreement and the terms and conditions of any closing instruction letters delivered by Purchaser and/or Seller to Title Company prior to Closing, when Purchaser and Seller have delivered the documents required by Section 4.34.4, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse Contemporaneously (i) deliver the Deeds (and deeds without warranty, if applicable) to SellerPurchaser by causing the same to immediately be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deeds for delivery to Purchaser and to Seller following recording, (ii) issue to Purchaser the Title Policy required by Section 6.3 of this Agreement, and (iii) disburse to all applicable parties on the Closing Statement by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Sellersuch parties, all sums to be received by Seller from Purchaser at such parties pursuant to the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement;Closing Statement; and (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and Contemporaneously deliver to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceedsand Purchaser, all remaining documents deposited with the Title Company for delivery to Seller such parties at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 4.6 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), and subject in all events to the terms and conditions of this Agreement and the terms and conditions of any closing instruction letters delivered by Purchaser and/or Seller to Title Company prior to Closing, when Purchaser and Seller have delivered the documents required by Section 4.34.4, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; Contemporaneously (di) Deliver deliver the Deed (and non-warranty deed, if applicable) to Purchaser by agreeing to cause causing the same to immediately be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; , (eii) Issue issue to Purchaser the Title Policy required by Section 6.2(a) 6.3 of this Agreement;, and (iii) disburse to all applicable parties on the Closing Statement by wire transfer of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from such parties, all sums to be received by such parties pursuant to the Closing Statement; and (fd) Deliver Contemporaneously deliver to Seller, in addition to Seller's Closing proceedsSeller and Purchaser, all remaining documents deposited with the Title Company for delivery to Seller such parties at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3Sections 5(b) and 5(c), the Title Company willshall, subject to and in accordance with the escrow instructions of each party and the written authorization (which may be via email) from each party (or its counsel) to proceed: (ai) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9Code; (bii) Insert Unless specifically instructed by the parties to be dated prior to the Closing Date, insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (ciii) Disburse to Seller, by wire transfer to Seller of immediately available federal fundsImmediately Available Funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of including the Purchase Sales Price as adjusted in accordance with the provisions of this AgreementContract; (div) Deliver the Deed to Purchaser by agreeing to cause the causing same to be recorded in the Official Records real property records of Tarrant County, Texas, and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; Purchase and Sale Agreement15233079_2 6 (v) Issue to Purchaser, promptly and in due course after Closing, the Owner's Title Policy, in the full amount of the Sales Price, dated as of recordation of the Deed, insuring Purchaser's fee simple title to the Land and Improvements to be good and indefeasible subject only to Permitted Exceptions and other matters approved by Purchaser in writing, and the standard printed exceptions; provided, however: (1) the standard exception as to restrictive covenants shall either be deleted or except only for any restrictive covenants that are Permitted Exceptions; (e2) Issue the exception as to Purchaser standby fees and taxes shall be limited to standby fees and taxes for the Title Policy required by Section 6.2(ayear of Closing and subsequent years, and subsequent assessments for prior years due to changes in land usage or ownership; and (3) the rights of this Agreementparties in possession shall be limited only to the rights of tenants as residential tenants only; (fvi) Deliver to Seller, in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and; (gvii) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this AgreementContract; and (viii) To the extent in Seller's possession or control deliver to Purchaser (at the Property) any plans and specifications regarding the Improvements.

Close of Escrow. Provided that the Title Company has not received from Seller Sellers or Purchaser any written termination notice as described and provided for in Section 4.5 4.6 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), and subject in all events to the terms and conditions of this Agreement and the terms and conditions of any closing instruction letters delivered by Purchaser and/or Seller to Title Company prior to Closing, when Purchaser and Seller Sellers have delivered the documents required by Section 4.34.4, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and SellerSellers) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse Contemporaneously (i) deliver the Deeds (and quitclaim deeds, if applicable) to SellerPurchaser by causing the same to immediately be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deeds for delivery to Purchaser and to Sellers following recording, (ii) issue to Purchaser the Title Policy required by Section 6.3 of this Agreement, and (iii) disburse to all applicable parties on the Closing Statement by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Sellersuch parties, all sums to be received by Seller from Purchaser at such parties pursuant to the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement;Closing Statement; and (d) Deliver the Deed Contemporaneously deliver to Purchaser by agreeing to cause the same to be recorded in the Official Records Sellers and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceedsPurchaser, all remaining documents deposited with the Title Company for delivery to Seller such parties at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller Sellers or Purchaser any written termination notice as described and provided for in Section 4.5 4.6 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), and subject in all events to the terms and conditions of this Agreement and the terms and conditions of any closing instruction letters delivered by Purchaser and/or Seller to Title Company prior to Closing, when Purchaser and Seller Sellers have delivered the documents required by Section 4.34.4, the Title Company will:: -11- (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and SellerSellers) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse Contemporaneously (i) deliver the Deeds (and quitclaim deeds, if applicable) to SellerPurchaser by causing the same to immediately be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deeds for delivery to Purchaser and to Sellers following recording, (ii) issue to Purchaser the Title Policy required by Section 6.3 of this Agreement, and (iii) disburse to all applicable parties on the Closing Statement by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Sellersuch parties, all sums to be received by Seller from Purchaser at such parties pursuant to the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement;Closing Statement; and (d) Deliver the Deed Contemporaneously deliver to Purchaser by agreeing to cause the same to be recorded in the Official Records Sellers and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceedsPurchaser, all remaining documents deposited with the Title Company for delivery to Seller such parties at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice)4.6, when Purchaser and Seller have delivered the documents required by Section 4.34.4, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised consisting of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement6.3; (f) Deliver to Seller, in addition to Seller's ’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when When Purchaser and Seller Sellers have delivered the documents required by Section 4.34.4, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and SellerSellers) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to SellerSellers, by wire transfer to Seller Sellers of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from SellerSellers, all sums to be received by Seller Sellers from Purchaser at the Closing, comprised consisting of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed Deeds to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed Deeds for delivery to Purchaser and to Seller Sellers following recording; (e) Issue to Purchaser the Title Policy (or Policies) required by Section 6.2(a) 6.3 of this Agreement; (f) Deliver to SellerSellers, in addition to Seller's Sellers’ Closing proceeds, all documents deposited with the Title Company for delivery to Seller Sellers at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3Sections 5(b) and 5(c), the Title Company willshall, subject to and in accordance with the escrow instructions of each party and the written authorization (which may be via email) from each party (or its counsel) to proceed: (ai) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9Code; (bii) Insert Unless specifically instructed by the parties to be dated prior to the Closing Date, insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (ciii) Disburse to Seller, by wire transfer to Seller of immediately available federal fundsImmediately Available Funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of including the Purchase Sales Price as adjusted in accordance with the provisions of this AgreementContract; (div) Deliver the Deed to Purchaser by agreeing to cause the causing same to be recorded in the Official Records real property records of Tarrant County, Texas, and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; Purchase and Sale Agreement15233083_2 6 (v) Issue to Purchaser, promptly and in due course after Closing, the Owner's Title Policy, in the full amount of the Sales Price, dated as of recordation of the Deed, insuring Purchaser's fee simple title to the Land and Improvements to be good and indefeasible subject only to Permitted Exceptions and other matters approved by Purchaser in writing, and the standard printed exceptions; provided, however: (1) the standard exception as to restrictive covenants shall either be deleted or except only for any restrictive covenants that are Permitted Exceptions; (e2) Issue the exception as to Purchaser standby fees and taxes shall be limited to standby fees and taxes for the Title Policy required by Section 6.2(ayear of Closing and subsequent years, and subsequent assessments for prior years due to changes in land usage or ownership; and (3) the rights of this Agreementparties in possession shall be limited only to the rights of tenants as residential tenants only; (fvi) Deliver to Seller, in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and; (gvii) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this AgreementContract; and (viii) To the extent in Seller's possession or control deliver to Purchaser (at the Property) any plans and specifications regarding the Improvements.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section section 6045(e) of the Internal Revenue Code of 1986, as amended (the “Code") and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recordingrecording (the parties hereby acknowledging that the actual recording of the Deed and delivery of conformed copies may actually occur following Closing, as contemplated in Section 10.1 below); (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's ’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement, as more particularly set forth on the Closing Statement; (d) Deliver the Deed to Purchaser by agreeing to cause causing the same to be promptly recorded in the Official Records Records, agreeing to deliver the original recorded Deed to Purchaser promptly upon receipt thereof and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy Commitment required by Section 6.2(a) 6.2 of this AgreementAgreement in the form set forth on Exhibit M attached hereto; (f) Deliver to Seller, in addition to Seller's Closing ’s closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement, any such funds to be delivered by the Title Company to Purchaser pursuant to wire instructions delivered to the Title Company on behalf of the Purchaser.

Close of Escrow. Provided that the Title Company has not received from Seller Sellers or Purchaser any written termination notice as described and provided for in Section 4.5 4.6 (or -11- if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), and subject in all events to the terms and conditions of this Agreement and the terms and conditions of any closing instruction letters delivered by Purchaser and/or Seller to Title Company prior to Closing, when Purchaser and Seller Sellers have delivered the documents required by Section 4.34.4, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and SellerSellers) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse Contemporaneously (i) deliver the Deeds (and quitclaim deeds, if applicable) to SellerPurchaser by causing the same to immediately be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deeds for delivery to Purchaser and to Sellers following recording, (ii) issue to Purchaser the Title Policy required by Section 6.3 of this Agreement, and (iii) disburse to all applicable parties on the Closing Statement by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Sellersuch parties, all sums to be received by Seller from Purchaser at such parties pursuant to the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement;Closing Statement; and (d) Deliver the Deed Contemporaneously deliver to Purchaser by agreeing to cause the same to be recorded in the Official Records Sellers and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceedsPurchaser, all remaining documents deposited with the Title Company for delivery to Seller such parties at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received4.6, provided that the Title Company has received from such party a withdrawal of such notice), 12 when Purchaser and Seller have delivered the documents required by Section 4.34.4 and Seller and Purchaser and Purchaser’s lender have authorized the release of their deliveries, the Title Company willwill when it is irrevocably prepared to do all of the following pursuant to the deed and money escrow instructions: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse the funds deposited with it pursuant to the agreed closing statement including to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised consisting of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded recording it in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) 6.3 of this Agreement; (f) Deliver to Seller, in addition to Seller's ’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when When Purchaser and Seller have delivered the documents required by Section 4.34.4, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised consisting of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) 6.3 of this Agreement; (f) Deliver to Seller, in addition to Seller's ’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when When Purchaser and Seller have delivered the documents items required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised consisting of the Purchase Price Price, as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed and Assignment of Property Agreements to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recordingRecords; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement6.3; (f) Deliver to Seller, in addition to Seller's ’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when When Purchaser and Seller Sellers have delivered the documents required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and SellerSellers) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.6; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to SellerDisburse, by wire transfer transfer, to Seller Sellers of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from SellerSellers, all sums to be received by Seller Sellers from Purchaser at the Closing, comprised consisting of the Purchase Price as adjusted in accordance with the provisions of this Agreement;; 21 (d) Deliver the Deed to Purchaser the Deeds, the Assignment and Assumption of 5th and Xxxx Ground Lease, and any other Closing Documents to be recorded in the Official Records by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed Closing Documents for delivery to Purchaser and to Seller Sellers following recording; (e) Issue to Purchaser the Title Policy Policies required by Section 6.2(a) of this Agreement6.3; (f) Deliver to SellerSellers, in addition to Seller's Sellers’ Closing proceeds, all documents Closing Documents deposited with the Title Company for delivery to Seller Sellers at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery Purchaser, in addition to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement, all Closing Documents deposited with the Title Company for delivery to Purchaser at the Closing.

Close of Escrow. Provided Escrow shall close on or before the date (the “Closing Date”) upon which Buyer determines that (x) all Sellers which currently own the Property are prepared to close the respective transactions applicable to each (i) by filing for record the Grant Deed, recording the Termination Agreements for the Tenants in Common Agreement and Call Agreement, and the Loan Assumption Documents, delivery of the termination of Asset Management Agreement, Consent of each Seller to the sale of the Property and such other such documents as may be necessary to procure Buyer’s Title Company Policy (as defined below), and (ii) delivering funds and documents as set forth in Section 5 WHEN AND ONLY WHEN (a) all funds and instruments required pursuant to Sections 1 and 2 have been delivered to the Escrow Agent; and (b) each of the conditions set forth in Section 3 has not received from Seller been, or Purchaser any written termination notice upon such closing shall be, satisfied or waived as described and provided for in Section 4.5 3; (or if y) Lender has approved the closing of the Loan Assumption; provided, however, that Buyer may extend the Closing Date for such a notice has been previously received, provided that additional periods as required to effect the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company will: (a) If applicable and when required, file closing so long as Buyer is diligently proceeding with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) close of Escrow as of the Internal Revenue Code Closing Date; and Section 4.9; (bz) Insert the applicable Closing Date as the date Buyer has satisfied all conditions of any document delivered other lender providing funds to Buyer for purposes of consummating the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised acquisition of the Purchase Price as adjusted in accordance with the provisions interest of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded all Sellers’ in the Official Records Property. Escrow Agent is authorized to close escrow only if and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser when: (i) Escrow Agent has received all documents deposited with items required to be delivered pursuant to the Title Company for delivery to Purchaser at the Closing terms hereof; and (ii) any funds deposited by Purchaser in excess Title Company can and will issue a single Title Policy for all of the amount required to be paid Property owned by Purchaser pursuant to this AgreementSellers.

Close of Escrow. Provided that the Title Company has not received from Seller Sellers or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller Sellers have delivered the documents required by Section 4.3, and Title Company has received from Sellers and Purchaser final authorization to close this transaction, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and SellerSellers) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to SellerSellers, by wire transfer to Seller Sellers of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from SellerSellers, all sums to be received by Seller Sellers from Purchaser at the Closing, comprised consisting of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller Sellers following recording; (e) Issue to Purchaser the Owner Title Policy required by Section 6.2(a) 6.3 of this Agreement; (f) Deliver to SellerSellers, in addition to Seller's Sellers’ Closing proceeds, all documents deposited with the Title Company for delivery to Seller Sellers at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that On the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice)Closing Date, when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code of 1986 (the “Code”) and Section 4.94.7; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse Deliver the Deed to Purchaser by causing same to be recorded in the Official Records by no later than noon on the Closing Date; (d) Immediately after the confirmation of the recording of the Deed and quitclaim deed described in (e) below, disburse to Seller, by wire transfer to Seller of immediately available federal funds, funds in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement, less all amounts paid by the Title Company in satisfaction of any liens or encumbrances on the Real Property pursuant to the written instructions of Seller or Seller’s counsel, and less all costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement; (de) Deliver the Deed quitclaim deed to Purchaser by agreeing to cause the causing same to be recorded in the Official Records and agreeing to obtain conformed copies of by no later than noon on the recorded Deed for delivery to Purchaser and to Seller following recordingClosing Date; (ef) Issue to Purchaser the Title Policy required by Section 6.2(a) 6.3 of this Agreement; (fg) Deliver to Seller, in addition to Seller's Closing proceeds, Seller all documents deposited with the Title Company for delivery to Seller at the Closing; and (gh) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section section 6045(e) of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed (with documentary tax information to be affixed after recording) to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recordingrecording (the parties hereby acknowledging that the actual recording of the Deed and delivery of conformed copies may actually occur following Closing, as contemplated in Section 10.1 below); (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's ’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents and closing funds required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause causing the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser its commitment to issue the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that Escrow Company shall have notified Purchaser and Seller of its intention to proceed with the Closing and thereafter the Escrow Company shall have received no written notice from Purchaser or Seller prior to the Closing of the failure of any condition to the Closing running in favor of Purchaser or Seller, as the case may be, or of the termination of the Title Escrow, the Escrow Company has not received from Seller or Purchaser any written termination notice as described shall proceed with the Closing if and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered deposited into the documents Title Escrow the items required by Section 4.3, this Agreement and Title Company has made an unconditional commitment to issue the Title Policy and Escrow Company willcan and will comply with the Irrevocable Instructions. Upon the Closing, Escrow Company shall date, as of the Closing, all undated documents deposited in the Title Escrow and shall: (a) If applicable and when requiredOn behalf of Seller, file with the Internal Revenue Service deliver to Purchaser: (with copies to Purchaser and Selleri) the reporting statement required under Section 6045(e) Deed, the Assignment of Leases and the Internal Revenue Code Assumption Agreement by causing the Deed, the Assignment of Leases and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same Assumption Agreement to be recorded in the Official Records (and agreeing Escrow Company shall cause such Deed, Assignment of Leases and the Assumption Agreement to obtain conformed copies of the recorded Deed for delivery be mailed to Purchaser after it has been recorded, and to Seller following immediately upon recording; (e) Issue , deliver to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Sellera conformed copy thereof), in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess a fully executed original of each of the amount required items set forth in Section 9.4 hereof (other than the Deed, the Assignment of Leases and the Assumption Agreement). (b) On behalf of Purchaser, deliver to be paid by Purchaser pursuant to this AgreementSeller the Purchase Price and a fully executed copy of the Assignment of Leases, the Assumption Agreement and the Assignment of Contracts.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3Sections 5(b) and 5(c), the Title Company willshall, subject to and in accordance with the escrow instructions of each party and the written authorization (which may be via email) from each party (or its counsel) to proceed: (ai) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9Code; (bii) Insert Unless specifically instructed by the parties to be dated prior to the Closing Date, insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (ciii) Disburse to Seller, by wire transfer to Seller of immediately available federal fundsImmediately Available Funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of including the Purchase Sales Price as adjusted in accordance with the provisions of this AgreementContract; (div) Deliver the Deed to Purchaser by agreeing to cause the causing same to be recorded in the Official Records real property records of Tarrant County, Texas, and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (ev) Issue to Purchaser, promptly and in due course after Closing, the Owner's Title Policy, in the full amount of the Sales Price, dated as of recordation of the Deed, insuring Purchaser's fee simple title to the Land and Improvements to be good and indefeasible subject only to Permitted Exceptions and other matters approved by Purchaser in writing, and the Title Policy required by Section 6.2(astandard printed exceptions; provided, however: (1) the standard exception as to restrictive covenants shall either be deleted or except only for any restrictive covenants that are Permitted Exceptions; Purchase and Sale Agreement15233085_2 6 (2) the exception as to standby fees and taxes shall be limited to standby fees and taxes for the year of this AgreementClosing and subsequent years, and subsequent assessments for prior years due to changes in land usage or ownership; and (3) the rights of parties in possession shall be limited only to the rights of tenants as residential tenants only; (fvi) Deliver to Seller, in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and; (gvii) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this AgreementContract; and (viii) To the extent in Seller's possession or control deliver to Purchaser (at the Property) any plans and specifications regarding the Improvements.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section section 6045(e) of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recordingrecording (the parties hereby acknowledging that the actual recording of the Deed and delivery of conformed copies may actually occur following Closing, as contemplated in Section 10.1 below); (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's ’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3Sections 5(b) and 5(c), the Title Company willshall, subject to and in accordance with the escrow instructions of each party and the written authorization (which may be via email) from each party (or its counsel) to proceed: (ai) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9Code; (bii) Insert Unless specifically instructed by the parties to be dated prior to the Closing Date, insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (ciii) Disburse to Seller, by wire transfer to Seller of immediately available federal fundsImmediately Available Funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of including the Purchase Sales Price as adjusted in accordance with the provisions of this AgreementContract; (div) Deliver the Deed to Purchaser by agreeing to cause the causing same to be recorded in the Official Records real property records of Tarrant County, Texas, and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; Purchase and Sale Agreement 15233094_2 6 (v) Issue to Purchaser, promptly and in due course after Closing, the Owner's Title Policy, in the full amount of the Sales Price, dated as of recordation of the Deed, insuring Purchaser's fee simple title to the Land and Improvements to be good and indefeasible subject only to Permitted Exceptions and other matters approved by Purchaser in writing, and the standard printed exceptions; provided, however: (1) the standard exception as to restrictive covenants shall either be deleted or except only for any restrictive covenants that are Permitted Exceptions; (e2) Issue the exception as to Purchaser standby fees and taxes shall be limited to standby fees and taxes for the Title Policy required by Section 6.2(ayear of Closing and subsequent years, and subsequent assessments for prior years due to changes in land usage or ownership; and (3) the rights of this Agreementparties in possession shall be limited only to the rights of tenants as residential tenants only; (fvi) Deliver to Seller, in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and; (gvii) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this AgreementContract; and (viii) To the extent in Seller's possession or control deliver to Purchaser (at the Property) any plans and specifications regarding the Improvements.

Close of Escrow. Provided that the Title Company Escrow Agent has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company Escrow Agent has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company Escrow Agent will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company Escrow Agent undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company Escrow Agent from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue Cause the Title Company to issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's ’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and; (g) Deliver to Purchaser (i) all documents deposited with the Title Company Escrow Agent for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement; and (h) Create all escrows to be established under this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3Sections 5(b) and 5(c), the Title Company willshall, subject to and in accordance with the escrow instructions of each party and the written authorization (which may be via email) from each party (or its counsel) to proceed: (ai) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9Code; (bii) Insert Unless specifically instructed by the parties to be dated prior to the Closing Date, insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (ciii) Disburse to Seller, by wire transfer to Seller of immediately available federal fundsImmediately Available Funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of including the Purchase Sales Price as adjusted in accordance with the provisions of this AgreementContract; (div) Deliver the Deed to Purchaser by agreeing to cause the causing same to be recorded in the Official Records real property records of Tarrant County, Texas, and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; Purchase and Sale Agreement15233094_2 6 (v) Issue to Purchaser, promptly and in due course after Closing, the Owner's Title Policy, in the full amount of the Sales Price, dated as of recordation of the Deed, insuring Purchaser's fee simple title to the Land and Improvements to be good and indefeasible subject only to Permitted Exceptions and other matters approved by Purchaser in writing, and the standard printed exceptions; provided, however: (1) the standard exception as to restrictive covenants shall either be deleted or except only for any restrictive covenants that are Permitted Exceptions; (e2) Issue the exception as to Purchaser standby fees and taxes shall be limited to standby fees and taxes for the Title Policy required by Section 6.2(ayear of Closing and subsequent years, and subsequent assessments for prior years due to changes in land usage or ownership; and (3) the rights of this Agreementparties in possession shall be limited only to the rights of tenants as residential tenants only; (fvi) Deliver to Seller, in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and; (gvii) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this AgreementContract; and (viii) To the extent in Seller's possession or control deliver to Purchaser (at the Property) any plans and specifications regarding the Improvements.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 4.6 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), and further provided that all of the conditions precedent to Closing set forth in Article X have been either satisfied or expressly waived in writing by the party benefitting from any unsatisfied condition, when Purchaser and Seller have delivered the documents required by Section 4.34.4, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised consisting of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Disburse all sums payable to third parties in accordance with the Closing Statement, whether from the account of Purchaser or Seller; (e) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (ef) Issue to Purchaser the Title Policy required by Section 6.2(a) 6.3 of this Agreement; (fg) Deliver to Seller, in addition to Seller's ’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (gh) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section section 6045(e) of the Internal Revenue Code and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recordingPurchaser; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's ’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (gf) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided Following written authorization to close from (i) Purchaser, and (ii) Seller (in each case, it being understood and agreed that the Title Company has not received from Seller or Purchaser any written termination email notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such noticeshall be sufficient), and if and when Purchaser and Seller have delivered deposited into escrow the documents matters required by Section 4.3, this Agreement and Title Company can and will issue the Title Company will: (a) If applicable and when required, file Policy concurrently with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised Escrow Company shall: 28 (i) Deliver to Seller: the Purchase Price, after satisfying the Closing costs, prorations and adjustments and any broker commission to be paid by Seller pursuant to Sections 12, 14 and 17, respectively. (ii) Deliver to Seller: a copy of the Purchase Price as adjusted in accordance with Closing Statement and copies of the provisions (1) the Deed; (2) the Bill of this Sale; (3) the Certificate of Non-Foreign Status and (4) the General Assignment and Assumption; and (5) the Co-Manufacturing Agreement;. (diii) Deliver to Purchaser: (1) the Deed to Purchaser by agreeing to cause the same causing them to be recorded in the Official Records applicable county registry of deeds and agreeing immediately upon recording delivering to obtain Purchaser conformed copies of the recorded Deed for delivery to Purchaser Deed; (2) the original Bill of Sale; (3) the original Certificate of Non-Foreign Status; (4) the original General Assignment and to Seller following recording; Assumption; and (e5) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Co-Manufacturing Agreement; . (fiv) Deliver to Seller, in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) Purchaser: any funds deposited by Purchaser Xxxxxxxxx, and any interest earned thereon, in excess of the amount required to be paid by Purchaser pursuant hereunder, as well as any other Closing Documents received by Escrow Company not described in the prior sub-section (iii); provided, however, that the original title affidavit shall be sent to this Agreementthe Title Company with a copy sent to Purchaser. (v) Deliver the Title Policy issued by Title Company to Purchaser.

Close of Escrow. Provided that On the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice)Closing Date, when Purchaser and Seller have delivered the documents required by Section 4.3this Agreement, the and Title Company will: has received written authorization (which may include email) from Purchaser and Seller to consummate the Closing, Title Company will (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9; (b) Insert insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; ; (cb) Disburse disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the balance of the Purchase Price as set forth in Section 3.2(b) as adjusted in accordance with the provisions of this Agreement; , less all amounts paid by Title Company in satisfaction of any liens or encumbrances on the Real Property as provided in this Agreement, and less all costs and amounts to be paid by Seller at Closing pursuant to this Agreement; (c) record the Deed in the real property records of King County, Washington; (d) Deliver the Deed to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue issue to Purchaser the Title Policy required by Section 6.2(a6.2 below; (e) of this Agreement; (f) Deliver deliver to Seller, in addition to Seller's Closing proceeds, Seller all documents deposited with the Title Company by Purchaser for delivery to Seller at the Closing; and and (gf) Deliver deliver to Purchaser (i) all documents deposited with the Title Company by Seller for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 4.6 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), and subject in all events to the terms and conditions of this Agreement and the terms and conditions of any closing instruction letters delivered by Purchaser and/or Seller to Title Company prior to Closing, when Purchaser and Seller have delivered the documents required by Section 4.34.4, the Title Company will: (a) 1. If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) 2. Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; 3. Contemporaneously (ci) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver deliver the Deed to Purchaser by agreeing to cause causing the same to immediately be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; , (eii) Issue issue to Purchaser the Title Policy required by Section 6.2(a) 6.3 of this Agreement; , and (fiii) Deliver disburse to Sellerall applicable parties on the Closing Statement by wire transfer of immediately available federal funds, in addition accordance with wiring instructions to Seller's Closing proceedsbe obtained by the Title Company from such parties, all sums to be received by such parties pursuant to the Closing Statement; and 4. Contemporaneously deliver to Seller and Purchaser, all remaining documents deposited with the Title Company for delivery to Seller such parties at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that Escrow Company shall not have received written notice in a timely manner from Purchaser or Seller of the Title Company has not received from Seller failure of any condition to the Closing or Purchaser any written of the termination notice as described of the escrow, and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), and when Purchaser and Seller have delivered deposited into escrow the documents matters required by Section 4.3, this Agreement and Title Company can and will issue the Title Policy concurrently with the Closing, Escrow Company willshall: (ai) If applicable and when required, file with the Internal Revenue Service Deliver to Purchaser: (with copies to Purchaser and Seller1) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, Special Warranty Deed by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the same causing it to be recorded in the Official Records and agreeing immediately upon recording delivering to obtain Purchaser a conformed copies copy of the Special Warranty Deed; (2) the Bill xx Sale; (3) the Certificate of Non-Foreign Status; (4) the Assignment; (5) the Assignment or Assignments of Leases (and Purchaser may direct Escrow Company to record certain of the Assignments in the Official Records); (6) the Assignment of REAs by causing it to be recorded Deed for delivery in the Official Records and immediately upon recording delivering to Purchaser a conformed copy of the Assignment of REAs; (7) the Assignment of Repurchase Right by causing it to be recorded in the Official Records and to Seller following recording; (e) Issue immediately upon recording delivering to Purchaser a conformed copy of the Title Policy required Assignment of Repurchase Right; (8) the Assignment of Development Agreement by Section 6.2(a) of this Agreement; (f) Deliver causing it to Seller, be recorded in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver Official Records and immediately upon recording delivering to Purchaser a conformed copy of the Assignment of Development Agreement; (i9) the Release Agreement by causing it to be recorded in the Official Records and immediately upon recording delivering to Purchaser a conformed copy of the Release Agreement; and (10) all documents deposited with the Title Company for delivery to Purchaser at the other Seller Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.Documents;

Close of Escrow. Provided that (i) Escrow Holder has received the documents and funds described in SECTIONS 9.3, 9.4, and 9.5 hereof; (ii) Escrow Holder has not received prior written notice from either party to the effect that an agreement of either party made hereunder has not been performed or to the effect that any condition set forth herein has not been satisfied or waived; (iii) Buyer has not elected to terminate its rights and obligations hereunder pursuant to ARTICLE VII; and (iv) the Title Company has not received from Seller issued or Purchaser any written termination notice as described is unconditionally prepared and provided for in Section 4.5 (or if such a notice has been previously receivedcommitted to issue the Owner's Title Policy to Buyer, provided that Escrow Holder is authorized and instructed on the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company willClosing Date to: (a) If applicable cause the Deed and when requiredthe Lease Assignment to be recorded, file with in that order, in the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) Official Records of the Internal Revenue Code and Section 4.9Xxxxx County, State of Nevada; (b) Insert deliver the applicable Closing Date as cash portion of the date Purchase Price to Seller, less Seller's share of any document delivered closing costs and Prorations (except to the Title Company undatedextent paid to Buyer by check in accordance with SECTION 9.7 hereof), and assemble counterparts into single instrumentsin the manner specified by Seller in separate instructions to Escrow Holder; (c) Disburse deliver to SellerBuyer an original of each of the Xxxx of Sale and the Contract Assignment, by wire transfer and (1) as-recorded conformed copy of each of the Deed and the Lease Assignment, and deliver to Seller an original of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised each of the Purchase Price as adjusted in accordance with Xxxx and Sale and the provisions Contract Assignment, and (1) as-recorded conformed copy of this Agreementeach of the Deed and the Lease Assignment; (d) Deliver the Deed deliver Seller's Non-Foreign Affidavit to Purchaser by agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording;Buyer; and (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceeds, deliver all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required executed Tenant Notices to be paid by Purchaser pursuant to this Agreementthe Tenants.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), when Purchaser and Seller have delivered the documents required by Section 4.3Sections 5(b) and 5(c), the Title Company willshall, subject to and in accordance with the escrow instructions of each party and the written authorization (which may be via email) from each party (or its counsel) to proceed: (ai) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.9Code; (bii) Insert Unless specifically instructed by the parties to be dated prior to the Closing Date, insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (ciii) Disburse to Seller, by wire transfer to Seller of immediately available federal fundsImmediately Available Funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of including the Purchase Sales Price as adjusted in accordance with the provisions of this AgreementContract; (div) Deliver the Deed to Purchaser by agreeing to cause the causing same to be recorded in the Official Records real property records of Dallas County, Texas, and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (ev) Issue to Purchaser, promptly and in due course after Closing, the Owner's Title Policy, in the full amount of the Sales Price, dated as of recordation of the Deed, insuring Purchaser's fee simple title to the Land and Improvements to be good and indefeasible subject only to Permitted Exceptions and other matters approved by Purchaser in writing, and the Title Policy required by Section 6.2(astandard printed exceptions; provided, however: (1) of this Agreementthe standard exception as to restrictive covenants shall either be deleted or except only for any restrictive covenants that are Permitted Exceptions; (f2) the exception as to standby fees and taxes shall be limited to standby fees and taxes for the year of Closing and subsequent years, and subsequent assessments for prior years due to changes in land usage or ownership; and (3) the rights of parties in possession shall be limited only to the rights of tenants as residential tenants only; (vi) Deliver to Seller, in addition to Seller's Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and Purchase and Sale Agreement15233092_2 6 (gvii) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this AgreementContract; and (viii) To the extent in Seller's possession or control deliver to Purchaser (at the Property) any plans and specifications regarding the Improvements.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such noticenotice and provided that this Agreement has not otherwise been terminated pursuant to the terms hereof), when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.9 hereof; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, undated and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums which Seller is entitled to be received by Seller from Purchaser receive at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the causing same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) 6.4 of this Agreement; (f) Deliver to Seller, in addition to Seller's ’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing Closing, and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller or Purchaser any written termination notice certificate as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice)4.6, when Purchaser and Seller have delivered the documents required by Section 4.34.4, the Title Company (or the Additional Title Companies with respect to clause (e) below) will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) Insert At the Closing, insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse At the Closing, and simultaneously and concurrently with clause (d) below, disburse to Seller, by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised consisting of the Purchase Price as adjusted in accordance with the provisions of this Agreement; (d) Deliver At the Closing, and simultaneously and concurrently with clause (c) above, deliver the Deed to Purchaser by unconditionally and irrevocably agreeing to cause the same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue At the Closing, the Title Company shall issue to Purchaser the Title Policy and Bridge Title and Chicago Title shall issue to Purchaser a Co-Insurance Endorsement T-48 to the Title Policy required by Section 6.2(a) 6.3 of this Agreement; (f) Deliver At the Closing, deliver to Seller, in addition to Seller's ’s Closing proceeds, all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver At the Closing, deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that On the Title Company has not received from Seller or Purchaser any written termination notice as described and provided for in Section 4.5 (or if such a notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice)Closing Date, when Purchaser and Seller have delivered the documents required by Section 4.3, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and Seller) the reporting statement required under Section 6045(e) of the Internal Revenue Code of 1986 (the “Code”) and Section 4.94.7; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse to Seller, by wire transfer to Seller of immediately available federal fundsfunds by 10:00 a.m. Pacific Standard Time on the Closing Date, in accordance with wiring instructions to be obtained by the Title Company from Seller, all sums to be received by Seller from Purchaser at the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement, less all amounts paid by the Title Company in satisfaction of any liens or encumbrances on the Real Property pursuant to the written instructions of Seller or Seller’s counsel, and less all costs and amounts to be paid by Seller at Closing pursuant to the terms of this Agreement; (d) Deliver the Deed to Purchaser by agreeing to cause the causing same to be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recordingRecords; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) 6.3 of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceeds, Seller all documents deposited with the Title Company for delivery to Seller at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.

Close of Escrow. Provided that the Title Company has not received from Seller Sellers or Purchaser any written termination notice as described and provided for in Section 4.5 4.6 (or if such a -10- notice has been previously received, provided that the Title Company has received from such party a withdrawal of such notice), and subject in all events to the terms and conditions of this Agreement and the terms and conditions of any closing instruction letters delivered by Purchaser and/or Seller to Title Company prior to Closing, when Purchaser and Seller Sellers have delivered the documents required by Section 4.34.4, the Title Company will: (a) If applicable and when required, file with the Internal Revenue Service (with copies to Purchaser and SellerSellers) the reporting statement required under Section 6045(e) of the Internal Revenue Code and Section 4.94.10; (b) Insert the applicable Closing Date as the date of any document delivered to the Title Company undated, and assemble counterparts into single instruments; (c) Disburse Contemporaneously (i) deliver the Deeds (and quitclaim deeds, if applicable) to SellerPurchaser by causing the same to immediately be recorded in the Official Records and agreeing to obtain conformed copies of the recorded Deeds for delivery to Purchaser and to Sellers following recording, (ii) issue to Purchaser the Title Policy required by Section 6.3 of this Agreement, and (iii) disburse to all applicable parties on the Closing Statement by wire transfer to Seller of immediately available federal funds, in accordance with wiring instructions to be obtained by the Title Company from Sellersuch parties, all sums to be received by Seller from Purchaser at such parties pursuant to the Closing, comprised of the Purchase Price as adjusted in accordance with the provisions of this Agreement;Closing Statement; and (d) Deliver the Deed Contemporaneously deliver to Purchaser by agreeing to cause the same to be recorded in the Official Records Sellers and agreeing to obtain conformed copies of the recorded Deed for delivery to Purchaser and to Seller following recording; (e) Issue to Purchaser the Title Policy required by Section 6.2(a) of this Agreement; (f) Deliver to Seller, in addition to Seller's Closing proceedsPurchaser, all remaining documents deposited with the Title Company for delivery to Seller such parties at the Closing; and (g) Deliver to Purchaser (i) all documents deposited with the Title Company for delivery to Purchaser at the Closing and (ii) any funds deposited by Purchaser in excess of the amount required to be paid by Purchaser pursuant to this Agreement.