Common use of Duties of Escrow Holder Clause in Contracts

Duties of Escrow Holder. Escrow Holder’s Obligations at Closing. Escrow Holder shall undertake the following at or promptly after Closing: 6.9.1 If necessary, Escrow Holder is authorized and instructed to insert the Closing Date as the effective date of any documents conveying interests herein or which are to become operative as of the Closing Date; 6.9.2 Cause the Deed and any other recordable instruments which the Parties so direct to be recorded in the Official Records of the Recorder of the County in which the Property is located. If permitted by applicable law, Escrow Holder is hereby instructed not to affix the amount of the documentary transfer tax on the face of each Deed, but to pay on the basis of a separate affidavit of Existing Owner not made a part of the public record; 6.9.3 Cause each non-recorded document to be delivered to the Party acquiring rights thereunder, or for whose benefit such document was obtained, unless there are sufficient fully executed counterparts so that each Party executing the same can receive its own fully executed counterpart; 6.9.4 Deliver the Title Policy to Buyer as soon as practicable; and 6.9.5 Deliver to Seller the Closing Payment, and such other funds, if any, as may be due to Seller by reason of credits under this Agreement. 6.9.6 Comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code, Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, Existing Owner’s tax identification number is 00-0000000 and Existing Operator’s tax identification number is 00-0000000. Escrow Holder shall defend, indemnify and hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorneys’ fees and other litigation expenses, arising or resulting from the failure or refusal of Escrow Holder to comply with such reporting requirements.

Duties of Escrow Holder. Escrow Holder’s Obligations at Closing. Escrow Holder shall undertake the following at or promptly after Closing: 6.9.1 6.8.1. If necessary, Escrow Holder is authorized and instructed to insert the Closing Date as the effective date of any documents conveying interests herein or which are to become operative as of the Closing Date; 6.9.2 6.8.2. Cause the Deed and any other recordable instruments which the Parties so direct to be recorded in the Official Records of the Recorder of the County in which the Property is located. If permitted by applicable law, Escrow Holder is hereby instructed not to affix the amount of the documentary transfer tax on the face of each the Deed, but to pay on the basis of a separate affidavit of Existing Owner Seller not made a part of the public record; 6.9.3 6.8.3. Cause each non-recorded document to be delivered to the Party acquiring rights thereunder, or for whose benefit such document was obtained, unless there are sufficient fully executed counterparts so that each Party executing the same can receive its own fully executed counterpart; 6.9.4 6.8.4. Deliver the Title Policy to Buyer as soon as practicable; and; 6.9.5 6.8.5. Deliver to Seller the Closing PaymentPurchase Price, as adjusted by the prorations and adjustments provided for in this Agreement, and such other funds, if any, as may be due to Seller by reason of credits under this Agreement.; and 6.9.6 6.8.6. Comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code, Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, Existing Owner’s tax identification number is 00-0000000 and Existing OperatorSeller’s tax identification number is 00-0000000. Escrow Holder shall defend, indemnify and hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorneys’ fees and other litigation expenses, arising or resulting from the failure or refusal of Escrow Holder to comply with such reporting requirements.

Duties of Escrow Holder. Escrow Holder’s Obligations at Closing. (a) Escrow Holder shall undertake not be under any duty to give the following at or promptly after Closing: 6.9.1 If necessary, Escrow Holder is authorized and instructed to insert the Closing Date as the effective date Fund held by it hereunder any greater degree of any documents conveying interests herein or which are to become operative as of the Closing Date; 6.9.2 Cause the Deed and any other recordable instruments which the Parties so direct to be recorded in the Official Records of the Recorder of the County in which the Property is located. If permitted by applicable law, Escrow Holder is hereby instructed not to affix the amount of the documentary transfer tax on the face of each Deed, but to pay on the basis of a separate affidavit of Existing Owner not made a part of the public record; 6.9.3 Cause each non-recorded document to be delivered to the Party acquiring rights thereunder, or for whose benefit such document was obtained, unless there are sufficient fully executed counterparts so that each Party executing the same can receive care than it gives its own fully executed counterpart; 6.9.4 Deliver the Title Policy similar property and shall not be required to Buyer invest any funds held hereunder except as soon as practicable; and 6.9.5 Deliver to Seller the Closing Payment, and such other funds, if any, as may be due to Seller by reason of credits under directed in this Agreement. Uninvested funds held hereunder shall not earn or accrue interest. 6.9.6 Comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code, (b) Escrow Holder shall have sole responsibility not be liable, except for its own gross negligence or willful misconduct and, except with respect to comply with claims based upon such gross negligence or willful misconduct that are successfully asserted against Escrow Holder, the requirements of Section 6045 of the Internal Revenue Code other parties hereto shall jointly and severally indemnify and hold harmless Escrow Holder (and any similar requirements imposed by state or local law). For purposes hereof, Existing Owner’s tax identification number is 00-0000000 and Existing Operator’s tax identification number is 00-0000000. successor Escrow Holder shall defend, indemnify and hold Buyer, Seller and their counsel free and harmless Holder) from and against any and all liabilitylosses, liabilities, claims, demandsactions, damages and costsexpenses, including reasonable attorneys’ ' fees and other litigation expensesdisbursements, arising out of and in connection with this Agreement. Without limiting the foregoing, Escrow Holder shall in no event be liable in connection with its investment or reinvestment of any cash held by it hereunder in good faith, in accordance with the terms hereof, including, without limitation, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the failure investment or refusal reinvestment of the Escrow Fund, or any loss of interest incident to any such delays. (c) Escrow Holder shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. Escrow Holder may act in reliance upon any instrument or signature believed by it to be genuine and may assume that the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. Escrow Holder may conclusively presume that the undersigned representative of any party hereto which is an entity other than a natural person has full power and authority to instruct Escrow Holder on behalf of that party unless written notice to the contrary is delivered to Escrow Holder. (d) Escrow Holder may act pursuant to the advice of counsel with respect to any matter relating to this Agreement and shall not be liable for any action taken or omitted by it in good faith in accordance with such advice. (e) Escrow Holder does not have any interest in the Escrow Fund deposited hereunder but is serving as escrow holder only and having only possession thereof. Any payments of income from this Escrow Fund shall be subject to withholding regulations then in force with respect to United States taxes. The parties hereto will provide Escrow Holder with appropriate Internal Revenue Service Forms W-9 for tax identification number certification, or non-resident alien certifications. This Section 5(e) and Section 5(b) shall survive notwithstanding any termination of this Agreement or the resignation of Escrow Holder. (f) Escrow Holder makes no representation as to comply with such reporting requirementsthe validity, value, genuineness or the collectability of any security or other document or instrument held by or delivered to it.

Duties of Escrow Holder. Escrow Holder’s Obligations at Closing. The duties of Escrow Holder shall undertake be as follows: (i) retain and safely keep all funds, documents and instruments deposited with it pursuant to this Agreement; (ii) upon the following at or promptly after Closing: 6.9.1 If necessary, deliver to the parties entitled thereto all funds, documents and instruments to be delivered through Escrow Holder is authorized and instructed pursuant to insert this Agreement; (iii) upon the Closing Date as Closing, cause the effective date of any documents conveying interests herein or which are to become operative as recordation of the Closing Date; 6.9.2 Cause the Deed and any other recordable instruments which the Parties so direct to be recorded Memorandum of Lease in the Official Records Office of the County Recorder of the County in which of Alameda, California, and deliver fully executed original counterparts of the Property is located. If permitted duly recorded Memorandum of Lease and the Ground Lease to each of the parties, each such document to have been dated by applicable law, Escrow Holder is hereby instructed not to affix the amount as of the documentary transfer tax on date of Closing; (iv) comply with the face terms of each Deed, but this Agreement which specifically apply to pay on Escrow Holder and comply with the basis terms of a separate affidavit of Existing Owner not made a part of any additional instructions jointly executed by SteelWave and Ohlone College; and (v) handle the public record; 6.9.3 Cause each non-recorded document to be delivered Deposit and all other funds deposited with it according to the Party acquiring rights thereunderterms of this Agreement. Ohlone College and SteelWave agree to execute, deliver and be bound by any reasonable or for whose benefit such document was obtained, unless there are sufficient fully executed counterparts so that each Party executing the same can receive its own fully executed counterpart; 6.9.4 Deliver the Title Policy to Buyer as soon as practicable; and 6.9.5 Deliver to Seller the Closing Payment, and such customary supplemental escrow instructions of Escrow Holder or other funds, if any, instruments as may reasonably be due required by Escrow Holder in order to Seller by reason of credits under this Agreement. 6.9.6 Comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions Escrow as contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code, Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, Existing Owner’s tax identification number is 00-0000000 and Existing Operator’s tax identification number is 00-0000000Agreement. Escrow Holder agrees to be bound by any reasonable or customary supplemental escrow instructions of Ohlone College, SteelWave or any lender to SteelWave who is funding any portion of the costs of acquisition or development of the Property, or other instruments as may reasonably be required by Ohlone College, SteelWave or any such lender in order to close Escrow as contemplated by this Agreement. Any such supplemental instructions shall defendnot conflict with, indemnify amend or supersede any portions of this Agreement unless expressly consented or agreed to in writing by Ohlone College and hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorneys’ fees and other litigation expenses, arising or resulting from the failure or refusal of Escrow Holder to comply with such reporting requirementsSteelWave.

Duties of Escrow Holder. Escrow Holder’s Obligations at Closing. Escrow Holder shall undertake the following at or promptly after Closing: 6.9.1 6.8.1. If necessary, Escrow Holder is authorized and instructed to insert the Closing Date as the effective date of any documents conveying interests herein or which are to become operative as of the Closing Date; 6.9.2 6.8.2. Cause the Deed and Assignment of Ground Lease and any other recordable instruments which the Parties so direct to be recorded in the Official Records of the Recorder of the County in which the Property is located. If permitted by applicable law, Escrow Holder is hereby instructed not to affix the amount of the documentary transfer tax on the face of each the Deed, but to pay on the basis of a separate affidavit of Existing Owner Seller not made a part of the public record; 6.9.3 6.8.3. Cause each non-recorded document to be delivered to the Party acquiring rights thereunder, or for whose benefit such document was obtained, unless there are sufficient fully executed counterparts so that each Party executing the same can receive its own fully executed counterpart; 6.9.4 6.8.4. Deliver the Title Policy to Buyer as soon as practicable; and; 6.9.5 6.8.5. Deliver to Seller the Closing PaymentPurchase Price, as adjusted by the prorations and adjustments provided for in this Agreement, and such other funds, if any, as may be due to Seller by reason of credits under this Agreement.; and 6.9.6 6.8.6. Comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code, Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, Existing Owner’s tax identification number is 00-0000000 and Existing OperatorSeller’s tax identification number is 00-0000000. Escrow Holder shall defend, indemnify and hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorneys’ fees and other litigation expenses, arising or resulting from the failure or refusal of Escrow Holder to comply with such reporting requirements.

Duties of Escrow Holder. Escrow Holder’s Obligations at Closing. Escrow Holder shall undertake the following at or promptly after Closing: 6.9.1 6.8.1 If necessary, Escrow Holder is authorized and instructed to insert the Closing Date as the effective date of any documents conveying interests herein or which are to become operative as of the Closing Date; 6.9.2 Cause 6.8.2 With respect to the Property, cause the Deed and any other recordable instruments which the Parties parties so direct to be recorded in the Official Records of the Recorder of the County in which the Property is located. If permitted by applicable law, Escrow Holder is hereby instructed not to affix the amount of the documentary transfer tax on the face of each the Deed, but to pay on the basis of a separate affidavit of Existing Owner Seller not made a part of the public record; 6.9.3 6.8.3 Cause each non-recorded document to be delivered to the Party party acquiring rights thereunder, or for whose benefit such document was obtained, unless there are sufficient fully executed counterparts so that each Party executing the same can receive its own fully executed counterpart; 6.9.4 Deliver 6.8.4 With respect to the Property, deliver the Title Policy to Buyer as soon as practicable; and 6.9.5 6.8.5 Deliver to Seller the Closing Payment, Purchase Price and such other funds, if any, as may be due to Seller by reason of credits under this Agreement, less all items chargeable to Seller under this Agreement. 6.9.6 6.8.6 Comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code, Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, Existing Owner’s tax identification number is 00-0000000 and Existing OperatorSeller’s tax identification number is 00-0000000. Escrow Holder shall defend, indemnify and hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorneys’ attorney’s fees and other litigation expenses, arising or resulting from the failure or refusal of Escrow Holder to comply with such reporting requirements.

Duties of Escrow Holder. Escrow Holder’s Obligations at Closing. Escrow Holder shall undertake the following at or promptly after Closing: 6.9.1 If necessary, Escrow Holder is authorized and instructed to insert the Closing Date as the effective date of any documents conveying interests herein or which are to become operative as of the Closing Date; 6.9.2 Cause the Deed Deeds and any other recordable instruments which the Parties so direct to be recorded in the Official Records of the Recorder of the County in which the Property is located. If permitted by applicable law, Escrow Holder is hereby instructed not to affix the amount of the documentary transfer tax on the face of each Deedthe Deeds, but to pay on the basis of a separate affidavit of Existing Owner the applicable Seller not made a part of the public record; 6.9.3 Cause each non-recorded document to be delivered to the Party acquiring rights thereunder, or for whose benefit such document was obtained, unless there are sufficient fully executed counterparts so that each Party executing the same can receive its own fully executed counterpart; 6.9.4 Deliver the Title Policy to Buyer as soon as practicable; and 6.9.5 Deliver to Seller the Closing PaymentPurchase Price, as adjusted by the prorations and adjustments provided for in this Agreement, and such other funds, if any, as may be due to Seller by reason of credits under this Agreement. 6.9.6 Comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code, Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, Existing OwnerDeveloped Land Seller’s and Undeveloped Land Seller’s tax identification number is 00numbers are, respectively: 90-0000000 and Existing Operator’s tax identification number is 0020-0000000. Escrow Holder shall defend, indemnify and hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorneys’ fees and other litigation expenses, arising or resulting from the failure or refusal of Escrow Holder to comply with such reporting requirements.

Duties of Escrow Holder. Escrow Holder’s Obligations at Closing. Escrow Holder shall undertake the following at or promptly after Closing: 6.9.1 If necessary, Escrow Holder is authorized and instructed to insert the Closing Date as the effective date of any documents conveying interests herein or which are to become operative as of the Closing Date; 6.9.2 Cause the Deed and any other recordable instruments which the Parties so direct to be recorded in the Official Records of the Recorder of the County in which the Property is located. If permitted by applicable law, Escrow Holder is hereby instructed not to affix the amount of the documentary transfer tax on the face of each Deed, but to pay on the basis of a separate affidavit of Existing Owner Seller not made a part of the public record; 6.9.3 Cause each non-recorded document to be delivered to the Party acquiring rights thereunder, or for whose benefit such document was obtained, unless there are sufficient fully executed counterparts so that each Party executing the same can receive its own fully executed counterpart; 6.9.4 Deliver the Title Policy to Buyer as soon as practicable; and 6.9.5 Deliver to Seller the Closing Payment, and such other funds, if any, as may be due to Seller by reason of credits under this Agreement. 6.9.6 Comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code, Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, Existing Owner’s tax identification number is 00-0000000 and Existing OperatorSeller’s tax identification number is 00-0000000. Escrow Holder shall defend, indemnify and hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorneys’ fees and other litigation expenses, arising or resulting from the failure or refusal of Escrow Holder to comply with such reporting requirements.

Duties of Escrow Holder. Escrow Holder’s Obligations at Closing. Escrow Holder shall undertake the following at or promptly after Closing: 6.9.1 6.8.1. If necessary, Escrow Holder is authorized and instructed to insert the Closing Date as the effective date of any documents conveying interests herein or which are to become operative as of the Closing Date; 6.9.2 6.8.2. Cause the Deed Deed, the Unit Deed, the Assignment of Ground Lease, and the Assignment of Erly Ground Lease, and any other recordable instruments which the Parties so direct to be recorded in the Official Records of the Recorder of the County in which the Property is located. If permitted by applicable law, Escrow Holder is hereby instructed not to affix the amount of the documentary transfer tax on the face of each the Deed, but to pay on the basis of a separate affidavit of Existing Owner Seller not made a part of the public record; 6.9.3 6.8.3. Cause each non-recorded document to be delivered to the Party acquiring rights thereunder, or for whose benefit such document was obtained, unless there are sufficient fully executed counterparts so that each Party executing the same can receive its own fully executed counterpart; 6.9.4 6.8.4. Deliver the Title Policy to Buyer as soon as practicable; and; 6.9.5 6.8.5. Deliver to Seller the Closing PaymentPurchase Price, as adjusted by the prorations and adjustments provided for in this Agreement, and such other funds, if any, as may be due to Seller by reason of credits under this Agreement.; and 6.9.6 6.8.6. Comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code, Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, Existing Owner’s tax identification number is 00-0000000 and Existing OperatorSeller’s tax identification number is 00-0000000. Escrow Holder shall defend, indemnify and hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorneys’ fees and other litigation expenses, arising or resulting from the failure or refusal of Escrow Holder to comply with such reporting requirements.

Duties of Escrow Holder. Escrow Holder’s Obligations at Closing. Escrow Holder shall undertake the following at or promptly after Closing: 6.9.1 6.8.1. If necessary, Escrow Holder is authorized and instructed to insert the Closing Date as the effective date of any documents conveying interests herein or which are to become operative as of the Closing Date; 6.9.2 6.8.2. Cause the Deed Assignment and Assumption of Ground Lease and any other recordable instruments which the Parties so direct to be recorded in the Official Records of the Recorder of the County in which the Property is located. If permitted by applicable law, Escrow Holder is hereby instructed not to affix the amount of the documentary transfer tax on the face of each Deed, but to pay on the basis of a separate affidavit of Existing Owner not made a part of the public record; 6.9.3 6.8.3. Cause each non-recorded document to be delivered to the Party acquiring rights thereunder, or for whose benefit such document was obtained, unless there are sufficient fully executed counterparts so that each Party executing the same can receive its own fully executed counterpart; 6.9.4 6.8.4. Deliver the Title Policy to Buyer as soon as practicable; and; 6.9.5 6.8.5. Deliver to Seller the Closing PaymentPurchase Price, as adjusted by the prorations and adjustments provided for in this Agreement, and such other funds, if any, as may be due to Seller by reason of credits under this Agreement.; and 6.9.6 6.8.6. Comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code, Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, Existing Owner’s tax identification number is 00-0000000 and Existing OperatorSeller’s tax identification number is 00-0000000. Escrow Holder shall defend, indemnify and hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorneys’ fees and other litigation expenses, arising or resulting from the failure or refusal of Escrow Holder to comply with such reporting requirements.

Duties of Escrow Holder. Escrow Holder’s Obligations at Closing. Escrow Holder shall undertake the following at or promptly after Closing: 6.9.1 7.3.1 If necessary, Escrow Holder is authorized and instructed to insert the Closing Date as the effective date of any documents conveying interests herein or which are to become operative as of the Closing Date; 6.9.2 7.3.2 Cause the each Deed and any other recordable instruments which that the Parties so direct to be recorded in the Official Records of the Recorder of the County in which the applicable Property is located. If permitted by applicable lawApplicable Law, Escrow Holder is hereby instructed not to affix the amount of the documentary transfer tax Tax on the face of each any Deed, but to pay on the basis of a separate affidavit of Existing Owner Seller not made a part of the public record; 6.9.3 7.3.3 Cause each non-recorded document to be delivered to the Party acquiring rights thereunder, or for whose benefit such document was obtained, unless there are sufficient fully executed counterparts so that each Party executing the same can receive its own fully executed counterpart; 6.9.4 7.3.4 Deliver the Title Policy Policies to Buyer as soon as practicable; and; 6.9.5 7.3.5 Deliver to Seller the Closing Payment, and such other funds, if any, as may be due to Seller by reason of credits under this Agreement.; and 6.9.6 7.3.6 Comply with all applicable federal, state and local reporting and withholding requirements relating to the close of the transactions contemplated herein. Without limiting the generality of the foregoing, to the extent the transactions contemplated by this Agreement involve a real estate transaction within the purview of Section 6045 of the Internal Revenue Code, Escrow Holder shall have sole responsibility to comply with the requirements of Section 6045 of the Internal Revenue Code (and any similar requirements imposed by state or local law). For purposes hereof, Existing Owner’s tax identification number is 00-0000000 and Existing Operator’s tax identification number is 00-0000000. Escrow Holder shall defend, indemnify and hold Buyer, Seller and their counsel free and harmless from and against any and all liability, claims, demands, damages and costs, including reasonable attorneys’ fees and other litigation expenses, Liability arising or resulting from the failure or refusal of Escrow Holder to comply with such reporting requirements.